Amcor plc美股招股说明书(2025-11-12版)

Amcor UK Finance plc% Guaranteed Senior Notes due 20 Amcor UK Finance plc (“Amcor UK”) is offering €aggregate principal amount of% guaranteed senior notes due 20(the “20Notes”) and€aggregate principal amount of% guaranteed senior notes due 20(the “20Notes” and, together with the 20Notes, the “Notes”). The 20Noteswill mature on, 20. Amcor UK will pay interest on the 20Notes onof each year, commencing on, 2026. The 20Notes will mature on, 20. Amcor UK will pay interest on the 20Notes onof each year, commencing on, 2026.Amcor UK may redeem all of the Notes at any time, and some of the Notes from time to time, at the redemption prices set forth in this prospectus supplement under “Description of the Securities — Optional Redemption; Clean-up Call.” Amcor UK may also redeem all of the Notes at a redemption price equal to 100% of the principalamount of the Notes plus accrued and unpaid interest, if any, to, but not including, the redemption date if, as a result of certain changes in respect of withholding taxes, itor any of the Guarantors (as defined below) become obligated to pay any Additional Amounts (as defined below), as described in this prospectus supplement under“Description of the Securities — Redemption for Changes in Withholding Taxes.” The Notes will be fully and unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Securities”) by each of Amcor plc, Amcor Finance(USA), Inc. (“AFUI”), Amcor Group Finance plc (“AGF”), Amcor International UK plc (“AIUK”), Amcor Flexibles North America, Inc. (“Amcor Flexibles NorthAmerica”), Berry Global Group, Inc. (“Berry Global Group”) and Berry Global, Inc. (“Berry Global” and, together with Amcor plc, AFUI, AGF, AIUK, Amcor FlexiblesNorth America and Berry Global Group, the “Guarantors” and, each, a “Guarantor”).The Notes will be Amcor UK’s general unsecured and unsubordinated obligations and will rank equally with all of Amcor UK’s other existing and future unsecured and unsubordinated obligations, except indebtedness mandatorily preferred by law. The Notes will not have the benefit of all of the covenants applicable to certain ofAmcor UK’s existing unsecured senior indebtedness. The Notes will be effectively subordinated to any secured indebtedness Amcor UK may have or may incur in thefuture to the extent of the value of the assets securing any such indebtedness. The Notes will be structurally subordinated to the indebtedness and all other obligations ofAmcor UK’s non-guarantor subsidiaries. Each Guarantee will be a general unsecured and unsubordinated obligation of the applicable Guarantor and will rank equally with all of such Guarantor’s otherexisting and future unsecured and unsubordinated obligations, except indebtedness mandatorily preferred by law. Each Guarantee will not have the benefit of all of thecovenants applicable to certain of the applicable Guarantor’s existing unsecured senior indebtedness. Each Guarantee will be effectively subordinated to any securedindebtedness such Guarantor may have or may incur in the future to the extent of the value of the assets securing any such indebtedness. Each Guarantee will bestructurally subordinated to the indebtedness and all other obligations of such Guarantor’s non-guarantor subsidiaries. The Notes of each series will be issued in fully registered form in denominations of €100,000 and integral multiples of €1,000 in excess thereof. Currently, there isno public market for any series of the Notes. We intend to apply to list the Notes of each series on the New York Stock Exchange (“NYSE”). The listing application will besubject to approval by the NYSE. We expect trading in the Notes on the NYSE to begin within 30days after the original issue date of the Notes. If such listing is obtained,we will have no obligation to maintain such listing, and we may delist any series of the Notes at any time. Investing in the Securities involves a high degree of risk. See“Risk Factors”beginning on pageS-9of this prospectus supplement, on page 7 of the accompanyingprospectus and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.Per 20NoteTotalPer 20Note Plus accrued interest, if any, from, 2025, if settlement occurs after that date. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Securities or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the Securities for purchase on or about, 2025, which is thebusiness day following the date of this prospectussupplement, only in book-entry form through the facilities of Clearstream Banking,société anonyme(“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”). BNP PARIBAS TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-iStabilizationS-iImportant — Prohibition