Amcor plc美股招股说明书(2025-07-24版)

a wholly-owned subsidiary of Amcor plc Offers to Exchange New Notes Set Forth BelowRegistered Under the Securities Act of 1933, as amended,forAny and All Corresponding Outstanding Old NotesSet Forth Opposite Below New Notes Old Notes 4.800% Guaranteed Senior Notes due 20285.100% Guaranteed Senior Notes due 20305.500% Guaranteed Senior Notes due 2035 4.800% Guaranteed Senior Notes due 20285.100% Guaranteed Senior Notes due 20305.500% Guaranteed Senior Notes due 2035 Principal Terms of the Exchange Offers: These are offers (the “exchange offers”) by Amcor Flexibles North America and the Guarantors (eachas defined below) to exchange: (1)up to $725,000,000 4.800% Guaranteed Senior Notes due 2028 (the “Old 2028 Notes”) for a likeprincipal amount of 4.800% Guaranteed Senior Notes due 2028, the offer of which has beenregistered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange2028 Notes”); (2)up to $725,000,000 5.100% Guaranteed Senior Notes due 2030 (the “Old 2030 Notes”) for a likeprincipal amount of 5.100% Guaranteed Senior Notes due 2030, the offer of which has beenregistered under the Securities Act (the “Exchange 2030 Notes”); and (3)up to $750,000,000 5.500% Guaranteed Senior Notes due 2035 (the “Old 2035 Notes,” and,together with the Old 2028 Notes and the Old 2030 Notes, the “Old Notes”) for a like principalamount of 5.500% Guaranteed Senior Notes due 2035, the offer of which has been registeredunder the Securities Act (the “Exchange 2035 Notes,” and, together with the Exchange 2028 Notesand the Exchange 2030 Notes, the “Exchange Notes,” and, the Exchange Notes, together with theOld Notes and any additional notes that Amcor Flexibles North America may issue from time totime under the Indenture (as defined below), the “Notes”). In this prospectus, we use the terms “Amcor Flexibles North America” or the “Issuer” to refer to AmcorFlexibles North America, Inc. (not including its subsidiaries), a Missouri corporation and wholly-ownedsubsidiary of Amcor plc, and the terms “Amcor,” “we,” “us” and “our” and similar terms to refer to Amcorplc and its subsidiaries (including Amcor Flexibles North America), unless the context otherwise requires.We use the term “Guarantors” to refer to (i)prior to the execution of the First Supplemental Indenture (asdefined below) and the release of Amcor Pty Ltd (“Amcor Australia”) from its guarantee and otherobligations under the Indenture in accordance with the terms of the Indenture, in each case, on April30,2025 (the “Amcor Australia Release”), Amcor plc, Amcor Australia, Amcor Finance (USA), Inc. (“AFUI”),Amcor Group Finance plc (“AGF”), Amcor UK Finance plc (“Amcor UK”), and (ii)following the executionof the First Supplemental Indenture and the Amcor Australia Release, Amcor plc, AFUI, AGF, Amcor UK,Berry Global Group, Inc. (“Berry Global Group”) and Berry Global, Inc. (“Berry Global”), as applicable. Each of the exchange offers expires at 5:00p.m., New York City time, on August22, 2025, unless we extendone or more offers.You may withdraw tenders of Old Notes at any time prior to the expiration of the relevantexchange offer. The exchange offers are not subject to any condition other than that they will not violateapplicable law or interpretations of the staff of the Securities and Exchange Commission (the “SEC”) andthat no proceedings with respect to the exchange offers have been instituted or threatened in any court or by any governmental agency. The exchange offers are not conditioned upon any minimum principalamount of the outstanding Old Notes being tendered. We will not receive any proceeds from the exchangeoffer. The Old Notes surrendered in exchange for the Exchange Notes will be retired and cancelled and willnot be reissued. Accordingly, issuance of the Exchange Notes will not result in any increase in ouroutstanding indebtedness. Principal Terms of the Exchange Notes: The terms of the Exchange Notes to be issued in the exchange offers are identical, in all materialrespects, to the terms of the Old Notes, except that the Exchange Notes will not be subject to restrictions ontransfer and the registration rights and additional interest provisions applicable to the Old Notes will notapply to the Exchange Notes. The Exchange Notes are new securities and there are currently no establishedtrading markets for any series of the Exchange Notes. We do not intend to apply to list the Exchange Noteson any securities exchange or to seek their admission to trading on any automated quotation system. The Old Notes are, and the Exchange Notes will be, fully and unconditionally guaranteed (the “OldGuarantees” and, together with the Old Notes, the “Old Securities” or the “Exchange Guarantees” and,together with the Exchange Notes, the “Exchange Securities,” as applicable) by each of Amcor plc, AFUI,AGF, Amcor UK, Berry Global Group and Berry Global. The Old Notes are, and the Exchange Notes will be, Amcor Flexibles North America’s generalun