Obligation Amcor Flexibles NA 4.5% ( US081437AR69 ) en USD

Amcor Flexibles NA

100 % ▼

Etas-Unis

US081437AR69 ( en USD )

4.5% par an ( paiement semestriel )

14/10/2021 - Obligation échue

Prospectus brochure de l'obligation Amcor Flexibles North America US081437AR69 en USD 4.5%, échue

2 000 USD

346 652 000 USD

081437AR6

N/A

Amcor Flexibles North America est une filiale d'Amcor plc, un important fabricant mondial d'emballages flexibles pour les secteurs alimentaire, des boissons, des soins de santé et autres marchés de consommation.

L'obligation référencée par l'ISIN US081437AR69 (Code CUSIP : 081437AR6), émise par Amcor Flexibles North America, une entité basée aux États-Unis et faisant partie du groupe Amcor plc, un leader mondial de l'emballage responsable spécialisé dans la production d'emballages souples et rigides pour diverses industries, a atteint sa maturité et a été intégralement remboursée. Cette émission, libellée en dollars américains (USD), représentait une taille totale de 346 652 000 USD et offrait un taux d'intérêt annuel de 4,5%, avec des paiements semi-annuels (fréquence de paiement : 2) assurant un revenu régulier à ses détenteurs. Initialement accessible avec une taille minimale d'achat de 2 000 USD, elle est arrivée à échéance le 14 octobre 2021, et son remboursement a été effectué à 100% de sa valeur nominale, signifiant que le prix actuel sur le marché au moment de sa maturité était à parité.

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TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-237037
PROSPECTUS
Bemis Company, Inc.

Amcor Finance (USA), Inc.

OFFERS TO EXCHANGE
OFFERS TO EXCHANGE
Any and all outstanding $346,652,000 aggregate principal amount of
Any and all outstanding $591,266,000 aggregate principal amount of
4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc.
3.625% Guaranteed Senior Notes due 2026 of Amcor Finance
for
(USA), Inc.
Up to $346,652,000 aggregate principal amount of 4.500%
for
Guaranteed Senior Notes due 2021 of Bemis Company, Inc. that have
Up to $591,266,000 aggregate principal amount 3.625% Guaranteed
been registered under the Securities Act of 1933
Senior Notes due 2026 of Amcor Finance (USA), Inc. that have been
and
registered under the Securities Act of 1933
Any and all outstanding $293,200,000 aggregate principal amount of
and
3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc.
Any and all outstanding $497,508,000 aggregate principal amount of
for
4.500% Guaranteed Senior Notes due 2028 of Amcor Finance
Up to $293,200,000 aggregate principal amount of 3.100%
(USA), Inc.
Guaranteed Senior Notes due 2026 of Bemis Company, Inc. that have
for
been registered under the Securities Act of 1933
Up to $497,508,000 aggregate principal amount of 4.500%
Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc.
that have been registered under the Securities Act of 1933
These exchange offers will expire at 5:00 p.m., New York City time, on April 21, 2020, unless extended.
This prospectus relates to the separate Exchange Offers (as defined below) being made by Bemis Company, Inc. ("Bemis") and Amcor Finance (USA), Inc. ("AFUI," and, together with
Bemis, the "Issuers"), as applicable. Bemis has issued $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 (the "Existing 2021 Notes") and $293,200,000
aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 (the "Existing Bemis 2026 Notes" and, together with the Existing 2021 Notes, the "Existing Bemis Notes") and AFUI
has issued $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 (the "Existing AFUI 2026 Notes") and $497,508,000 aggregate principal amount of 4.500%
Guaranteed Senior Notes due 2028 (the "Existing 2028 Notes" and, together with the Existing AFUI 2026 Notes, the "Existing AFUI Notes"), in each case in private placement transactions.
Amcor plc, Amcor Pty Ltd (formerly known as Amcor Limited) , AFUI and Amcor UK Finance PLC ("Amcor UK") each fully and unconditionally guarantee the Existing 2021 Notes and the
Existing Bemis 2026 Notes; Amcor plc, Amcor Pty Ltd , Bemis and Amcor UK each fully and unconditionally guarantee the Existing AFUI 2026 Notes and the Existing 2028 Notes.
Upon the terms and subject to the conditions set forth in this prospectus, Bemis is offering to exchange up to $346,652,000 aggregate principal amount of a new issue of 4.500%
Guaranteed Senior Notes due 2021 (the "New 2021 Notes") and up to $293,200,000 aggregate principal amount of a new issue of 3.100% Guaranteed Senior Notes due 2026 (the "New Bemis
2026 Notes" and, together with the New 2021 Notes, the "New Bemis Notes") and the respective related guarantees as described below, for an equal principal amount of the corresponding
series of Existing 2021 Notes and Existing Bemis 2026 Notes and the respective related guarantees. AFUI is offering to exchange up to $591,266,000 aggregate principal amount of a new issue
of 3.625% Guaranteed Senior Notes due 2026 (the "New AFUI 2026 Notes") and up to $497,508,000 aggregate principal amount of a new issue of 4.500% Guaranteed Senior Notes due 2028
(the "New 2028 Notes" and, together with the New AFUI 2026 Notes, the "New AFUI Notes" and, together with the New Bemis Notes, the "New Notes") and the respective related guarantees
as described below, for an equal principal amount of the corresponding series of Existing AFUI 2026 Notes and Existing 2028 Notes and the respective related guarantees. We refer to (i) each
offer to exchange as an "Exchange Offer" and collectively as the "Exchange Offers"; (ii) the Existing Bemis Notes and the Existing AFUI Notes, collectively, as the "Existing Notes"; and
(iii) the New Notes together with the Existing Notes as the "Notes."
The New Notes will be unsecured and unsubordinated obligations of the applicable Issuer and will rank equally with the applicable Issuer's existing and future unsubordinated debt.
The New Bemis Notes will be guaranteed on a joint and several basis (the "Bemis Guarantees") by Amcor plc, Amcor Pty Ltd, AFUI and Amcor UK (each, a "Bemis Guarantor" and
collectively, the "Bemis Guarantors"). The New AFUI Notes will be guaranteed on a joint and several basis (the "AFUI Guarantees" and, together with the Bemis Guarantees, the "Guarantees")
by Amcor plc, Amcor Pty Ltd, Bemis and Amcor UK (each, an "AFUI Guarantor" and collectively, the "AFUI Guarantors" and, together with the Bemis Guarantors, the "Guarantors"). The
Guarantees will be unsecured and unsubordinated obligations of the Guarantors and will rank equally with all existing and future unsubordinated debt of each Guarantor.
·
Each Issuer will exchange New Notes of each series issued by it for any and all of the outstanding Existing Notes of the corresponding series that are validly tendered and
not validly withdrawn prior to the expiration or termination of the applicable Exchange Offer being made by this prospectus.
·
You may withdraw, no later than 5:00 p.m., New York City time, on the Expiration Date (as defined herein) of the applicable Exchange Offer, any Existing Notes that you
have tendered in the applicable Exchange Offer.
·
Each Exchange Offer is subject to certain customary conditions that may be waived by the applicable Issuer.
·
The terms of each series of New Notes are substantially identical to those of the corresponding series of Existing Notes, except that the New Notes of each series are
registered under the Securities Act of 1933, as amended (the "Securities Act"), and the transfer restrictions, registration rights and related additional interest provisions
applicable to the corresponding series of Existing Notes will not apply to the New Notes of such series. Each series of New Notes will also have a separate CUSIP number
from that of the Existing Notes of the corresponding series.
·
The exchange of Existing Notes for New Notes will not be a taxable event for U.S. federal income tax purposes. See "Material United States Federal Income Tax
Considerations" for more information.
·
Neither the Issuers nor the Guarantors will receive any proceeds from the Exchange Offers.
·
If you do not exchange your Existing Notes for New Notes in the Exchange Offers, your Existing Notes will remain outstanding and will continue to accrue interest but will
remain subject to restrictions on transfers.
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Each broker-dealer that receives New Notes for its own account pursuant to an Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such New Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This
prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Existing Notes where
such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Each Issuer and the applicable Guarantors have agreed that, starting
on the date of completion of an applicable Exchange Offer and ending on the close of business 180 days after such completion, they will make this prospectus available to any broker-dealer
for use in connection with any such resale. See "Plan of Distribution".
No public market exists for the New Notes or the Existing Notes. Neither the New Notes nor the Existing Notes will be listed on any securities exchange or included in any quotation
system.
Exchanging your outstanding Existing Notes for New Notes involves risks, including those described in the "Risk Factors" section
beginning on page 23 of this prospectus.
Except where the context indicates otherwise, references to the Notes, include the related Guarantees (as defined herein).
There are no guaranteed delivery procedures available in connection with the Exchange Offers. Accordingly, holders of Existing Notes must deliver or cause their Existing
Notes and all other required documentation to be delivered to the Exchange Agent in accordance with the procedures described in this prospectus prior to 5:00 p.m., New York City
time, on the Expiration Date for the related Exchange Offer.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is March 23, 2020.
Table of Contents
TABLE OF CONTENTS
ENFORCEABILITY OF CIVIL LIABILITIES

2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

3
SUMMARY

5
RISK FACTORS
23
USE OF PROCEEDS
31
THE EXCHANGE OFFERS
32
DESCRIPTION OF THE NEW NOTES
44
BOOK-ENTRY, DELIVERY AND FORM
74
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
77
STATE AND LOCAL INCOME TAX CONSIDERATIONS
82
PLAN OF DISTRIBUTION
83
EXPERTS
84
LEGAL MATTERS
84
WHERE YOU CAN FIND MORE INFORMATION
85
INCORPORATION BY REFERENCE
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Table of Contents
You should rely only on the information contained in or incorporated by reference into this prospectus. We have not authorized any person to
provide you with different or inconsistent information. If any person provides you with different or inconsistent information, you should not rely on it.
You should assume that the information contained in this prospectus is accurate only as of the date of this prospectus and that the information in any
document incorporated by reference into this prospectus was accurate only as of the date of such document. Our business, financial condition, results of
operations and prospects may have changed since those dates.
We are not providing you with any legal, business, regulatory, accounting, tax or other advice in this prospectus. You should consult with your own
advisors to assist you in making your investment decision and to advise you whether you are legally permitted to exchange your outstanding Existing
Notes for New Notes in the Exchange Offers.
We are not making any offer to exchange, nor are we soliciting any offer to tender or exchange, Existing Notes for New Notes in any
jurisdiction where or to any person to whom the offer or exchange is not permitted. Other than in the United States, no action has been or will
be taken in any jurisdiction that would permit a public offering of the New Notes, or the possession, circulation or distribution of this
prospectus or any material relating to us, the Existing Notes or the Exchange Notes in any jurisdiction where action for that purpose is
required. Accordingly, the New Notes may not be offered, sold or exchanged, directly or indirectly, and neither this prospectus nor any other
offering material or advertisements in connection with the Exchange Offers may be distributed or published, in or from any such country or
jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.
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This prospectus incorporates important business and financial information about us that is not included in or delivered with this
prospectus. We will provide this information to you at no charge upon written or oral request directed to: Amcor plc, Level 11, 60 City Road,
Southbank, Victoria 3006, Australia, Attention: Investor Relations, Telephone: +61 3 9226 9000.
This prospectus contains descriptions of certain provisions of some of the documents relating to the New Notes and the Exchange Offers, including
each indenture governing the Existing Notes of a particular series, which indenture will also govern the New Notes of that series. These summaries are
not and do not purport to be complete and are qualified in their entirety by reference to the provisions of such documents, copies of which have been
filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part or as exhibits to documents incorporated or
deemed to be incorporated by reference herein and which may be obtained as described under "Where You Can Find More Information" and
"Incorporation by Reference."
Unless otherwise indicated or the context requires otherwise, references in this prospectus to "Amcor," "we," "us" and "our" and similar expressions
refer to, collectively, Amcor plc and its subsidiaries, including Bemis, AFUI, Amcor Pty Ltd and Amcor UK.
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ENFORCEABILITY OF CIVIL LIABILITIES
AFUI is a corporation formed in the United States under Delaware law. Bemis is a corporation formed in the United States under Missouri law.
Amcor Pty Ltd is an entity organized under the laws of the Commonwealth of Australia, Amcor plc is a company organized under the laws of the
Bailiwick of Jersey and Amcor UK is a company incorporated under the laws of England and Wales. The directors and officers of Bemis are primarily
resident in the United States and the directors and officers of AFUI are primarily resident in the United States and Switzerland but most of the directors
and officers of Amcor plc, Amcor Pty Ltd and Amcor UK reside outside the United States, principally in Australia, the United Kingdom and
Switzerland. A substantial portion of the assets of these entities, and the assets of the directors and officers are located outside the United States.
Therefore, you may not be able to effect service of process within the United States upon these entities or persons so that you may enforce judgments of
United States courts against them in the United States based on the civil liability provisions of the United States federal securities laws. In addition,
there are doubts as to the enforceability in Australia, Jersey or England and Wales in original actions or in actions for enforcement of judgments of
United States courts, of civil liabilities based on United States federal securities laws. Also, judgments of United States courts (whether or not such
judgments relate to United States federal securities laws) may or will not be enforceable in Australia, Jersey or the United Kingdom in certain other
circumstances, including, among others, where the relevant proceedings were not commenced within the relevant limitation period, where such
judgments are contrary to local public policy, statute, rules of natural justice or general principles of fairness or are obtained by fraud, are obtained in
circumstances where the judgment debtor did not receive notice of the proceedings in sufficient time to enable the judgment debtor to defend, are not
for a fixed or readily ascertainable sum, are not between identical parties and in the same interest, are rendered by a court that did not have jurisdiction
according to the private international law rules of the local court, are subject to appeal, dismissal, reversal, setting aside or stay of execution or otherwise
not final and conclusive, involve multiple or punitive damages, are in respect of taxes or any revenue law (including for any fiscal penalty) or fine or
other penalty or foreign governmental interests or where there has been a prior judgment in another court between the same parties concerning the same
issues as are dealt with in the judgment.
Each of (i) the Indentures (as defined herein), (ii) the New Notes and (iii) the Guarantees will be governed by, and construed in accordance with,
the laws of the State of New York. Each of the Issuers and Guarantors, as applicable, has appointed CT Corporation as its authorized agent upon which
process may be served in any action or proceeding arising out of or based upon the Indentures, the New Notes or the Guarantees that may be instituted
in any United States federal or state court having subject matter jurisdiction in the Borough of Manhattan, The City of New York, and has irrevocably
submitted to the non-exclusive jurisdiction of such courts in any such action or proceeding.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated or deemed to be incorporated by reference herein, contain certain estimates, predictions, and
other "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Forward-looking statements are generally identified with words like "believe," "expect," "anticipate," "intend,"
"estimate," "target," "may," "will," "plan," "project," "should," "continue," "outlook," "approximately," "would," "could," or the negative thereof or
other similar expressions, or discussion of future goals or aspirations, which are predictions of or indicate future events and trends and which do not
relate to historical matters. Such statements are based on information available to us as of the time of such statements and relate to, among other things,
expectations of the business environment in which we operate, projections of future performance (financial and otherwise), including those of acquired
companies, perceived opportunities in the market and statements regarding our strategy and vision.
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Forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause actual results, performance, or
achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ from those expected include, but are not limited to:
·
we are exposed to changes in consumer demand patterns and customer requirements in numerous industries;
·
the loss of key customers, a reduction in their production requirements or consolidation among key customers which could have a
significant adverse impact on our sales revenue and profitability;
·
significant competition in the industries and regions in which we operate, which could adversely affect our business;
·
the failure to realize the anticipated benefits of the acquisition of Bemis;
·
the failure to successfully integrate the business and operations of Bemis in the expected time frame may adversely affect our future
results;
·
we may be unable to expand our current business effectively through either organic growth, including by product innovation, or
acquisitions;
·
challenges to or the loss of our intellectual property rights which could have an adverse impact on our ability to compete effectively;
·
challenging current and future global economic conditions which have had, and may continue to have, a negative impact on our business
operations and financial results;
·
our international operations subject us to various risks that could adversely affect our business operations and financial results;
·
price fluctuations or shortages in the availability of raw materials, energy and other inputs which could adversely affect our business;
·
we are subject to production, supply and other commercial risks, including counterparty credit risks, which may be exacerbated in times
of economic downturn;
·
a failure in our information technology systems which could negatively affect our business;
·
if we are unable to attract and retain key personnel, we may be adversely affected;
·
we are subject to costs and liabilities related to current and future environmental and health and safety laws and regulations that could
adversely affect our business;
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·
we are subject to the risk of labor disputes, which could adversely affect our business;
·
our financing agreements will need to be renegotiated if the London Interbank Offered Rate ("LIBOR") ceases to exist;
·
we are exposed to foreign exchange rate risk;
·
an increase in interest rates could reduce our reported results of operations;
·
a downgrade in our credit rating could increase our borrowing costs and negatively affect our financial condition and results of
operations;
·
failure to hedge effectively against adverse fluctuations in interest rates and foreign exchange rates could negatively impact our results of
operations;
·
a significant write-down of goodwill and/or other intangible assets would have a material adverse effect on our reported results of
operations and net worth;
·
significant demands have been placed on our financial controls and reporting systems as a result of the acquisition of Bemis;
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·
if we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately
report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us and, as a result,
the value of our common stock;
·
our insurance policies, including our use of a captive insurance company, may not provide adequate protection against all of the risks we
face;
·
litigation or regulatory developments which could adversely affect our business operations and financial performance;
·
changing government regulations in environmental, health, and safety matters which may adversely affect our company;
·
our success is dependent on our ability to develop and successfully introduce new products and to develop, acquire and retain intellectual
property rights;
·
the impact of the recent 2019 Novel Coronavirus (COVID-19) outbreak or other similar outbreaks on our business; and
·
other risks and factors discussed in our Annual Report on Form 10-K for the year ended June 30, 2019, our subsequent Quarterly
Reports on Form 10-Q and our Current Reports on Form 8-K (including our Current Report on Form 8-K filed on March 9, 2020).
You are cautioned that the foregoing list of factors is not exclusive. The forward-looking statements speak only as of the date made and, other than
as required by law, we do not undertake any obligation to publicly update or revise any of these forward-looking statements after the date they are
made, whether as a result of new information, future events or otherwise.
All forward-looking statements, express or implied, included in this prospectus and the documents we incorporate by reference and attributable to
us are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any
subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
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SUMMARY
This summary highlights information about us, the New Notes being offered by this prospectus and the Exchange Offers being made hereby. This
summary is not complete and does not contain all of the information that you should consider prior to deciding whether or not to exchange your
Existing Notes for New Notes. For a more complete understanding of Amcor, the New Notes and the Exchange Offers being made hereby, we encourage
you to read this prospectus, as well as the documents incorporated and deemed to be incorporated by reference into this prospectus, in their entirety.
Overview
Amcor plc was incorporated on July 31, 2018 under the name "Arctic Jersey Limited" as a limited company under the laws of the Bailiwick of
Jersey, in order to effect the acquisition of Bemis (the "Bemis Acquisition"), a global manufacturer of flexible packaging products, by Amcor Pty Ltd
(then known as Amcor Limited). On October 10, 2018, Arctic Jersey Limited was renamed "Amcor plc" and became a public limited company
incorporated under the Laws of the Bailiwick of Jersey. Upon incorporation and until the completion of the Bemis Acquisition, Amcor plc was a
subsidiary of Amcor Pty Ltd.
On June 11, 2019, the Bemis Acquisition was completed pursuant to the definitive merger agreement (the "Agreement") between Amcor Pty Ltd
and Bemis dated August 6, 2018. In accordance with the terms of the Agreement, Bemis's shareholders received 5.1 shares of Amcor plc for each share
of Bemis stock and Amcor Pty Ltd's shareholders received one Amcor plc CHESS Depositary Instrument ("CDI") for each share of Amcor Pty Ltd's
stock issued and outstanding and Bemis and Amcor Pty Ltd became wholly-owned subsidiaries of Amcor plc. Upon completion of the transaction,
Amcor plc's shares were registered with the SEC and traded on the New York Stock Exchange ("NYSE") under the symbol "AMCR" and the CDI's
representing Amcor plc's shares on the Australian Securities Exchange ("ASX") are traded under the symbol "AMC." In addition, Amcor Pty Ltd's
shares were delisted from the ASX and Bemis's shares were delisted from the NYSE. In order to satisfy certain regulatory approvals in connection with
the Bemis Acquisition, the company was required to divest three of Bemis's medical packaging facilities located in the United Kingdom and Ireland
("EC Remedy") and three Amcor medical packaging facilities in the United States ("U.S. Remedy"). The company completed the sale of U.S. Remedy
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in the fourth quarter of fiscal year 2019 and, on August 8, 2019, the company completed the sale of EC Remedy (together with the sale of U.S. Remedy,
the "Remedy Sales").
Amcor is a global packaging company with total sales of approximately $9.5 billion in fiscal year 2019 (including only 20 days of Bemis's sales
from June 11, 2019 to June 30, 2019). Pro forma the Bemis Acquisition and the Remedy Sales, Amcor had total sales of approximately $13 billion in
fiscal year 2019. We employ approximately 50,000 people across approximately 250 sites in more than 40 countries, and are a leader in developing and
producing a broad range of packaging products including flexible and rigid packaging, specialty cartons and closures. In fiscal year 2019, the majority
of sales were made to the defensive food, beverage, pharmaceutical, medical device home and personal care, and other consumer goods end markets. As
a result of the Bemis Acquisition, Amcor gained Bemis's significant positions in consumer packaging in North America and Brazil.
Amcor has a long history of growth in its core businesses, which has been derived from both organic and acquisition sources. Amcor's inorganic
growth through acquisitions has facilitated its expansion into new geographies and industries. In the last ten years, Amcor has completed several
acquisitions ranging from small business to larger-scale company acquisitions. The transactions which have had a material impact on Amcor's business
portfolio in recent years include the acquisitions of Alcan Packaging in February 2010, Ball Plastics Packaging in August 2010, Alusa in June 2016 and
the Bemis Acquisition. In an effort to enhance shareholder value, the company also demerged its
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Australasia and Packaging Distribution business in December 2013 to enable Amcor to increase its focus and better pursue its growth agenda and
strategic priorities.
Business Strategy
Strategy
Our strategy consists of three components: a focused portfolio, differentiated capabilities, and our aspiration to be THE leading global packaging
company. To fulfill our aspiration, we are determined to win for our customers, employees, shareholders and the environment.
Focused portfolio
Our portfolio of businesses share some important characteristics:
·
a focus on primary packaging for fast-moving consumer goods,
·
good industry structure,
·
attractive relative growth, and
·
multiple paths for us to win from our leadership position, scale and other competitive advantages.
These criteria have led us to the focused portfolio of strong businesses we have today across flexible and rigid packaging, specialty cartons, and
closures.
Differentiated capabilities
'The Amcor Way' describes the capabilities deployed consistently across Amcor that enable us to get leverage across our portfolio: Talent,
Commercial Excellence, Operational Leadership, Innovation, and Cash and Capital Discipline.
Segment Information
Flexibles Segment
The Flexibles Segment develops and supplies flexible packaging globally. With approximately 43,000 employees at 190 facilities in 38 countries as
of June 30, 2019, the Flexibles Segment is one of the world's largest suppliers of plastic, aluminum and fiber based flexible packaging. In fiscal year
2019, Flexibles accounted for approximately 70% of our consolidated net sales. Pro forma the Bemis Acquisition and the Remedy Sales, in fiscal year
2019, Flexibles accounted for approximately 78% of our consolidated net sales.
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Rigid Packaging Segment
The Rigid Packaging Segment is one of the world's largest manufacturers of rigid plastic containers and related products. As of June 30, 2019, the
Rigid Packaging Segment employed approximately 6,000 employees at 60 facilities in 12 countries. In fiscal year 2019, Rigid Packaging accounted for
approximately 30% of our consolidated net sales. Pro forma the Bemis Acquisition and the Remedy Sales, in fiscal year 2019, Rigid Packaging
accounted for approximately 22% of our consolidated net sales.
Corporate Information
Amcor plc's principal executive offices are located at 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom and its telephone
number is +44 117 9753200. Bemis is a Missouri
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corporation and a 100%-owned subsidiary of Amcor plc. Bemis' principal executive offices are located at 2301 Industrial Drive, Neenah, WI 54956,
United States and its telephone number is +1 920 527 5500. AFUI is a Delaware corporation and a 100%-owned subsidiary of Amcor plc. AFUI's
principal executive offices are located at 2801 SW 149th Avenue, Suite 350, Miramar, FL 33027, United States and its telephone number is +1 954 499
4800. Our website is www.amcor.com. Information contained on or accessible through our website is not a part of this prospectus, other than documents
that Amcor plc files with the SEC and incorporates by reference into this prospectus. Additional information about us is included in documents
incorporated by reference into this prospectus. See "Where You Can Find More Information" and "Incorporation By Reference."
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Summary Description of the Exchange Offers
The following is a description of some of the terms of the Exchange Offers. The following information is provided solely for your convenience, is
not complete and does not contain all of the information that you need to consider in deciding whether or not to exchange your Existing Notes for New
Notes. You should read the information appearing in this prospectus under the captions "Risk Factors," "The Exchange Offers," "Description of the
New Notes," "Material United States Federal Income Tax Considerations" and "Plan of Distribution," as well as the other information contained in
and incorporated by reference into this prospectus, for additional information concerning the terms of the Exchange Offers and the New Notes and the
risks of investing in the New Notes.
Background; Existing Notes
In connection with the completion of certain private exchange
offers, on June 13, 2019, Bemis issued $346,652,000 aggregate
principal amount of 4.500% Guaranteed Senior Notes due 2021
(the "Existing 2021 Notes") and $293,200,000 aggregate principal
amount of 3.100% Guaranteed Senior Notes due 2026 (the
"Existing Bemis 2026 Notes") and AFUI issued $591,266,000
aggregate principal amount of 3.625% Guaranteed Senior Notes
due 2026 (the "Existing AFUI 2026 Notes") and $497,508,000
aggregate principal amount of 4.500% Guaranteed Senior Notes
due 2028 (the "Existing 2028 Notes"), each of which series of
notes was not registered under the Securities Act, and which,
collectively, we refer to in this prospectus as the "Existing Notes."

Accordingly, in connection with the issuance of each series of
Existing Notes, on June 13, 2019, the applicable Issuer and the
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applicable Guarantors entered into a registration rights agreement
(each a "Registration Rights Agreement" and, collectively, the
"Registration Rights Agreements") with the dealer managers for
the private exchange offers, with respect to such series of Existing
Notes. We are making the Exchange Offers in order to satisfy our
obligations under the Registration Rights Agreements.

The Exchange Offers
On the terms and subject to the conditions set forth herein, Bemis
is offering to exchange up to $346,652,000 aggregate principal
amount of its 4.500% Guaranteed Senior Notes due 2021 that have
been registered under the Securities Act (the "New 2021 Notes")
for an equal principal amount of the Existing 2021 Notes (CUSIPs:
081437AM7; 081437AN5; U07321AG4; and U07321AH2) and up
to $293,200,000 aggregate principal amount of its 3.100%
Guaranteed Senior Notes due 2026 that have been registered under
the Securities Act (the "New Bemis 2026 Notes") for an equal
principal amount of the Existing Bemis 2026 Notes (CUSIPs:
081437AP0; 081437AQ8; and U07321AJ8).
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On the terms and subject to the conditions set forth herein, AFUI is
offering to exchange up to $591,266,000 aggregate principal
amount of 3.625% Guaranteed Senior Notes due 2026 that have
been registered under the Securities Act (the "New AFUI 2026
Notes") for an equal principal amount of the Existing AFUI 2026
Notes (CUSIPs: 02343UAC9; 02343UAD7; U02411AC7; and
U02411AD5) and up to $497,508,000 aggregate principal amount
of its 4.500% Guaranteed Senior Notes due 2028 that have been
registered under the Securities Act (the "New 2028 Notes" and,
together with the New 2021 Notes, the New Bemis 2026 Notes and
the New AFUI 2026 Notes, the "New Notes") for an equal
principal amount of the Existing 2028 Notes (CUSIPs:
02343UAE5; U02411AE3; and U02411AF0).

The terms of each series of New Notes are substantially identical to
those of the corresponding series of Existing Notes, except that the
New Notes have been registered under the Securities Act, will not
be subject to the transfer restrictions applicable to the Existing
Notes, will not be entitled to the payment of additional interest
provided for in the applicable Registration Rights Agreement, will
not be entitled to registration rights or (subject to possible limited
exceptions) other rights under the applicable Registration Rights
Agreement, and the first interest payment date for and date from
which interest will accrue on the New Notes of a series will be
different from these applicable to the Existing Notes of that series.
Each series of New Notes will also have a separate CUSIP number
from that of the Existing Notes of the corresponding series. We
sometimes refer to the New Notes and Existing Notes as,
collectively, the "Notes" or, individually, a "Note." Except where
the context indicates otherwise, references to the Notes, include the
related Guarantees.

The Existing Bemis Notes were issued and the New Bemis Notes
will be issued under an indenture, dated as of June 13, 2019 (the
"Bemis Notes Indenture"), among Bemis, as issuer, the Bemis
Guarantors, as guarantors, and Deutsche Bank Trust Company
Americas, as trustee (the "Trustee"). The Existing AFUI Notes
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were issued and the New AFUI Notes will be issued under an
indenture, dated as of June 13, 2019 (the "AFUI Notes Indenture"),
among AFUI, as issuer, the AFUI Guarantors, as guarantors, and
the Trustee. We refer to the Bemis Notes Indenture and the AFUI
Notes Indenture together, as the "Indentures" and each, an
"Indenture". The New Notes of a particular series and any Existing
Notes of that series that remain outstanding after the related
Exchange Offer will constitute a single series of notes under the
Indenture for that series.
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Expiration Date
Each Exchange Offer will expire at 5:00 p.m., New York City time,
on April 21, 2020 (which is the 22nd business day from and
including the date of this prospectus), unless extended or terminated
in the applicable Issuer's sole and absolute discretion (which right is
subject to applicable law). The term "Expiration Date" means
April 21, 2020, except that if an Issuer, in its sole and absolute
discretion, extends the period of time during which an applicable
Exchange Offer is open, "Expiration Date" shall mean, with respect
to that Exchange Offer, the latest date to which that Exchange Offer
has been extended. For further information, see "The Exchange
Offers--Terms of the Exchange Offers; Period for Tendering
Existing Notes."

Settlement Date
The settlement date for each Exchange Offer (the "Settlement
Date") will be promptly following the Expiration Date for such
Exchange Offer and is expected to be within two business days
after such Expiration Date.

Representations by Tendering Holders
By tendering your Existing Notes, you will acknowledge, represent
and warrant to and agree with the applicable Issuer, the applicable
Guarantors, the Exchange Agent and the Trustee that, among other
things:
· you are not an "affiliate" (as defined in Rule 405 under the
Securities Act) of the applicable Issuer or the applicable
Guarantors;
· any New Notes you receive in the Exchange Offers will be
acquired by you in the ordinary course of your business;
· you have no arrangement or understanding with any person to
engage in, and you are not engaged in and do not intend to
engage in, the distribution (within the meaning of the Securities
Act) of the New Notes in violation of the Securities Act;
· you are not a broker-dealer that will receive New Notes in the
Exchange Offers in exchange for Existing Notes that you
purchased from the applicable Issuer for resale pursuant to
Rule 144A under the Securities Act or any other available
exemption from registration under the Securities Act; and
· if you are a broker-dealer that will receive New Notes for your
own account in the Exchange Offers in exchange for Existing
Notes that you acquired as a result of your market-making or
other trading activities, you acknowledge that you will deliver
(or, to the extent permitted by applicable law, make available) a
prospectus meeting the requirements of the Securities Act to
purchasers in connection with any resale of the New Notes you
receive. For further information, see "Plan of Distribution."
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By tendering your Existing Notes, you will be deemed to make these
and other acknowledgements, representations, warranties and
agreements. For further information, see "The Exchange Offers--
Representations, Warranties and Covenants by Tendering Owners"
and "The Exchange Offers--Resales of New Notes."

Conditions to the Exchange Offers
Each Exchange Offer is subject to certain customary conditions,
which may be waived by the applicable Issuer. No Exchange Offer is
conditioned on the completion of any other Exchange Offer. In
addition, an Issuer may amend the terms of an Exchange Offer
without a corresponding amendment being made to the terms of any
other Exchange Offer. For further information, see "The Exchange
Offers--Conditions to the Exchange Offers."

Procedures for Tendering the Existing Notes
The Existing Notes are currently in book-entry form and represented
by global Existing Notes (the "Global Existing Notes") registered in
the name of The Depository Trust Company ("DTC") or its nominee.
Accordingly, you must tender your Existing Notes pursuant to DTC's
Automated Tender Offer Program ("ATOP") for which the Exchange
Offers are eligible and comply with the other procedures described in
this prospectus.

If you wish to tender your Existing Notes pursuant to an Exchange
Offer, you must, prior to 5:00 p.m., New York City time, on the
Expiration Date (i) transmit your acceptance of the applicable
Exchange Offer (or cause same to be transmitted) through ATOP,
(ii) transfer or cause your Existing Notes to be transferred through
ATOP to the Exchange Agent's account at DTC established for
purposes of the applicable Exchange Offer and (iii) cause DTC to
transmit to the Exchange Agent an electronic confirmation of such
transfer (a "Book-Entry Confirmation") that includes a message (an
"Agent's Message") stating (i) the aggregate principal amount of
Existing Notes that the applicable DTC participant has tendered on
your behalf pursuant to the applicable Exchange Offer, (ii) that DTC
has received from the tendering DTC participant an express
acknowledgment that such participant has received a copy of this
prospectus and agrees to be bound by the terms and conditions set
forth in this prospectus and (iii) that the applicable Issuer may
enforce such agreement against the tendering DTC participant. An
Agent's Message in respect of a tender of Existing Notes must be
received by the Exchange Agent prior to 5:00 p.m., New York City
time, on the Expiration Date for such tender to be valid. There is no
letter of transmittal for Existing Notes tendered in connection
with the Exchange Offers.
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You may tender any or all of your Existing Notes; provided that
Existing Notes may only be tendered in minimum denominations
of $2,000 and integral multiples of $1,000 in excess thereof and, if
any Existing Note is tendered in part, the untendered portion of
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