Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
17 Mai 2023 - 10:52PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration Statement Nos. 333-239060, 333-239060-01,
333-239060-02, 333-239060-03, and 333-239060-4
Amcor Finance (USA), Inc.
US$500,000,000
5.625% Guaranteed Senior Notes due 2033
With full and unconditional guarantees
as to payment of principal and interest by each of
Amcor plc
Amcor UK Finance plc
Amcor Pty Ltd.
Amcor Flexibles North America, Inc.
Pricing Term Sheet – May 17, 2023
Issuer: |
Amcor Finance (USA), Inc. |
Guarantors: |
Amcor plc, Amcor UK Finance plc, Amcor Pty Ltd and Amcor Flexibles North America, Inc. |
Principal Amount: |
US$500,000,000 |
Ranking: |
Senior Unsecured |
Format: |
SEC Registered Global Notes |
Trade Date: |
May 17, 2023 |
Settlement Date*: |
May 26, 2023 (T+7) (New York Business Days for Settlement) |
Maturity Date: |
May 26, 2033 |
Benchmark Treasury: |
UST 3.375% due May 15, 2033 |
Benchmark Treasury Price and Yield: |
98-08 / 3.585% |
Spread to Benchmark Treasury: |
T+217 bps |
Coupon: |
5.625% per annum (payable semi-annually) |
Re-Offer Yield: |
5.755% semi-annual |
Re-Offer Price: |
99.022% |
Fees: |
45 basis points |
All-in Price: |
98.572% |
Redemption Amount: |
100% of face value at Maturity Date |
Interest Payment Dates: |
Payable semi-annually in arrears on May 26 and November 26 of each year, beginning November 26, 2023 and ending on the Maturity Date, subject to the Following Business Day Convention |
Optional Redemption: |
Prior to February 26,
2033 (three months prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Notes at its option,
in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and
rounded to three decimal places) equal to the greater of:
(1) (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming
the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined in the Preliminary Prospectus) plus 35 basis points less (b) interest accrued to the date of redemption,
and
(2) 100% of the principal amount of the Notes to be
redeemed,
plus, in either case, accrued and unpaid interest thereon
to the redemption date. On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time
to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon
to the redemption date. |
Day Count: |
30/360, unadjusted |
Business Day Convention: |
Following Business Day Convention |
Business Days: |
New York, London, Sydney, Melbourne |
Governing Law: |
State of New York law |
CUSIP: |
02343UAJ4 |
ISIN: |
US02343UAJ43 |
Denominations: |
Minimum of US$2,000 with increments of US$1,000 thereafter |
Joint Book Running Managers:
Co-Managers: |
J.P. Morgan Securities LLC
BofA Securities, Inc.
Citigroup Global Markets Inc.
Wells Fargo Securities, LLC
Deutsche Bank Securities Inc.
Mizuho Securities USA LLC
Scotia Capital (USA) Inc.
TD Securities (USA) LLC
UniCredit Capital Markets LLC
BBVA Securities Inc.
BNP Paribas Securities Corp.
HSBC Securities (USA) Inc.
ING Financial Markets LLC
PNC Capital Markets LLC |
*Note:
It is expected that delivery of the Notes will be made to investors on or about May 26, 2023, which will be the 7th business
day following the date of pricing of the Notes (such settlement being referred to as “T+7”). Under Rule 15c6-1 of the
U.S. Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to two business
days before the date of delivery will be required, by virtue of the fact that the Securities initially will settle in T+7, to specify
an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade
Notes prior to two business days before the date of delivery should consult their own advisor.
This communication is intended for the sole use
of the person to whom it is provided by the sender. This document may not be reproduced, distributed or published by any recipient for
any purpose. This document has been prepared for information purposes only and does not take into account the specific requirements, investment
objectives or financial circumstances of any recipient. The recipient should seek independent financial, legal, tax and other relevant
advice and should independently verify the accuracy of the information contained in this document.
No
EEA PRIIPs KID – No EEA PRIIPs key information document (KID) has been prepared as the Notes are not available to retail
in the European Economic Area.
No
UK PRIIPs KID – No UK PRIIPs key information document (KID) has been prepared as the Notes are not available to retail
in the United Kingdom.
The
Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.
The information in this pricing term sheet supplements the Issuer’s preliminary prospectus supplement, dated May 17,
2023 (the “Preliminary Prospectus”) and supersedes the information in the Preliminary Prospectus to the extent inconsistent
with the information in the Preliminary Prospectus. Before you invest, you should read the Preliminary Prospectus, together with the prospectus
in that registration statement and other documents each of the Issuer and Amcor plc has filed with the SEC for more complete information
about the Issuer, Amcor plc and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus
if you request it by calling J.P. Morgan Securities LLC collect at 212-834-4533, BofA Securities, Inc. toll-free at 1-800-294-1322,
Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
The information in this pricing term sheet supplements
the Preliminary Prospectus and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information
in the Preliminary Prospectus. This pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms
used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus.
If this document has been distributed by electronic
transmission, such as e-mail, then such transmission cannot be guaranteed to be secure or error-free as information could be intercepted,
corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. The sender therefore does not accept liability for any errors
or omissions in the contents of this document, which may arise as a result of electronic transmission.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR
BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED
AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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