Amcor announces registered exchange offers

ZURICH, July 25, 2025 /PRNewswire/ -- Amcor plc ("Amcor") (NYSE: AMCR, ASX: AMC) today announced the commencement of offers (the "exchange offers") by Amcor Flexibles North America, Inc., Amcor's wholly-owned subsidiary (the "Issuer") and the guarantors, including Amcor (the "Guarantors"), to exchange: (1) up to $725,000,000 4.800% Guaranteed Senior Notes due 2028 (the "Old 2028 Notes") for a like principal amount of 4.800% Guaranteed Senior Notes due 2028, the offer of which has been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Exchange 2028 Notes"); (2) up to $725,000,000 5.100% Guaranteed Senior Notes due 2030 (the "Old 2030 Notes") for a like principal amount of 5.100% Guaranteed Senior Notes due 2030, the offer of which has been registered 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 principal amount of 5.500% Guaranteed Senior Notes due 2035, the offer of which has been registered under the Securities Act (the "Exchange 2035 Notes," and, together with the Exchange 2028 Notes and the Exchange 2030 Notes, the "Exchange Notes").

The terms of the Exchange Notes to be issued in the exchange offers are identical, in all material respects, to the terms of the Old Notes, except that the Exchange Notes will not be subject to restrictions on transfer and the registration rights and additional interest provisions applicable to the Old Notes will not apply to the Exchange Notes. In addition, the Exchange Notes will bear a different CUSIP number than the Old Notes. The purpose of the exchange offers is to satisfy the Issuer's and the Guarantors' obligations under the registration rights agreement entered into in connection with the issuance of the Old Notes. None of the Issuer nor any of the Guarantors will receive any proceeds from the exchange offers.

The exchange offers will expire at 5:00 p.m., New York City Time, on August 22, 2025, unless extended. The Exchange Notes will be issued promptly after the expiration of the applicable exchange offer and acceptance of the relevant Old Notes. The terms of the exchange offers and other information relating to the Issuer and the Guarantors and the Exchange Notes are set forth in a prospectus dated July 24, 2025, a copy of which has been filed with the Securities and Exchange Commission. None of the Issuer nor any of the Guarantors has authorized anyone to provide information that is different from the information included in the prospectus.

U.S. Bank Trust Company, National Association has been appointed as exchange agent in connection with the exchange offers of the Old Notes. Questions and requests for assistance or requests for additional copies of the prospectus, or the letter of transmittal, may be directed to the exchange agent addressed as follows:

This press release is for informational purposes only and does not constitute an offer to sell nor a solicitation of an offer to buy any security. The exchange offers are being made solely pursuant to the prospectus dated July 24, 2025, including any supplements thereto, and only to such persons and in such jurisdictions as is permitted under applicable law.

About Amcor

Amcor is a global leader in packaging solutions for consumer and healthcare products. With industry-leading innovation capabilities, global scale and technical expertise, we help our customers grow and meet the needs of millions of consumers every day. Our teams develop responsible, more sustainable packaging in flexible and rigid formats across multiple materials. Supported by a commitment to safety, ~70,000 colleagues across ~140 countries bring our global capabilities to local customers and provide local access to global brands. Our work is guided by our purpose of elevating customers, shaping lives and protecting the future.

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SOURCE Amcor plc