Amcor, Bemis wraps exchange offers for $2.2 billion of notes

By Marisa Wong

Morgantown, W.Va., June 12 – Amcor Finance (USA) Inc. and Bemis Co., Inc. announced the final results of their exchange offers and concurrent consent solicitations for the $2.2 billion of notes from five series that began on May 8.

As of 11:59 p.m. ET on June 11, the expiration of the offers, holders had tendered the following:

• $288,685,000, or 72.17%, of the $400 million of 6.8% notes due Aug. 1, 2019 issued by Bemis;

• $346,716,000, or 86.68%, of the $400 million of 4.5% senior notes due Oct. 15, 2021 issued by Bemis;

• $293,206,000, or 97.74%, of the $300 million of 3.1% senior notes due Sept. 15, 2026 issued by Bemis;

• $591,294,000, or 98.55%, of the $600 million of 3.625% guaranteed senior notes due April 28, 2026 issued by Amcor Finance; and

• $497.51 million, or 99.5%, of the $500 million of 4.5% guaranteed senior notes due May 15, 2028 issued by Amcor Finance.

Holders will receive in exchange for each $1,000 principal amount of existing notes tendered by 5 p.m. ET on May 21, the early participation time, $1,000 principal amount of new notes and $1.00 in cash.

As previously reported, holders had tendered the following as of the early participation time:

• $288,408,000, or 72.1%, of the $400 million of 6.8% notes due Aug. 1, 2019 issued by Bemis;

• $344,631,000, or 86.16%, of the $400 million of 4.5% senior notes due Oct. 15, 2021 issued by Bemis;

• $293,006,000, or 97.67%, of the $300 million of 3.1% senior notes due Sept. 15, 2026 issued by Bemis;

• $590,406,000, or 98.4%, of the $600 million of 3.625% guaranteed senior notes due April 28, 2026 issued by Amcor Finance; and

• $497.45 million, or 99.49%, of the $500 million of 4.5% guaranteed senior notes due May 15, 2028 issued by Amcor Finance.

Holders who tendered after the early deadline will be eligible to receive in exchange for each $1,000 principal amount of existing notes tendered by the early participation time, $970 principal amount of new notes and $1.00 in cash.

All holders whose notes were accepted for exchange will also receive accrued interest in cash.

On Wednesday the issuers said all conditions to the exchange offers and consent solicitations have been met, and as a result settlement will be on June 13.

On May 22 the companies announced they received the necessary consents to amend the five series of notes. The issuers sought to amend the indentures governing the notes to eliminate some covenants, restrictive provisions and events of default.

On June 5 the companies extended the expiration time from 11:59 p.m. ET on June 5 to coincide with closing of a transaction on which the exchange offers and consents solicitations are conditioned.

Each series of new Rule 144A and Regulation S notes will have the same coupon, maturity and payment terms as the corresponding series of existing notes. Each series of new notes will have registration rights, except for the new Bemis 6.8% notes due 2019. The changes to the new notes compared to the old notes include eliminating substantially all of the restrictive covenants and events of defaults.

Bemis, Amcor plc, Amcor Ltd. and Amcor UK Finance plc will guarantee the new Amcor notes, and Amcor Finance, Amcor plc, Amcor Ltd. and Amcor UK Finance plc will guarantee the new Bemis notes.

Global Bondholder Services Corp. (212 430-3774 or 866 924-2200 or info@gbsc-usa.com) is the information and exchange agent.

Buena Park, Calif.-based Amcor Finance is a subsidiary of Melbourne, Australia-based packaging products company Amcor Ltd. Bemis is a Neenah, Wis.-based manufacturer of flexible packaging products and pressure-sensitive materials.

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