On May 17,
2023, Amcor Finance (USA), Inc. (the “Issuer”), Amcor plc (“Amcor”), Amcor UK Finance plc (“Amcor UK”),
Amcor Pty Ltd (“Amcor Australia”) and Amcor Flexibles North America, Inc. (“AFNA”, and, together with Amcor, Amcor
UK and Amcor Australia, the “Guarantors”) entered into an Underwriting Agreement (the “Underwriting Agreement”)
with J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives
of the several underwriters named therein, with respect to the offer and sale by the Issuer of $500,000,000 aggregate principal amount
of its 5.625% Guaranteed Senior Notes due 2033 (the “Notes”), under the Registration Statement on Form S-3 (File No. 333-239060).
Each Guarantor provided a full and unconditional guarantee of the Notes pursuant to the Indenture (as defined below) (the “Guarantee”
and together with the Notes, the “Securities”). The Securities were issued pursuant to an Indenture, dated as of May 26, 2023,
among the Issuer, the Guarantors, and Deutsche Bank Trust Company Americas, as trustee (the “Indenture”), together with the
officer’s certificate, dated May 26, 2023 (the “Officer’s Certificate”), delivered pursuant to the Indenture establishing
the terms of the Notes.
Interest on the Notes will be payable in arrears
on May 26 and November 26 of each year, commencing
on November 26, 2023. The Notes will mature on May
26, 2033.
The net proceeds from the sale of the Securities
after deducting the underwriting discount and estimated offering expenses payable by Amcor are expected to be approximately $491 million.
Amcor intends to use the net proceeds from the sale of the Securities to repay a portion of its commercial paper borrowings and the remainder,
if any, for general corporate purposes, which may include the repayment of other short- and long-term debt.
The foregoing summary of the Underwriting Agreement,
the Indenture, the Officer’s Certificate and the form of the Notes does not purport to be complete and is qualified in its entirety
by reference to the texts of such documents, which are filed as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, to this Current Report on
Form 8-K and incorporated by reference herein. The legal opinions and consents relating to the issuance and sale of the Securities are
attached as Exhibits 5.1 through 5.5 and Exhibits 23.1 through 23.5, respectively, to this Current Report on Form 8-K.