Item 8.01 Other Events.

On May 18, 2021, Amcor plc ("Amcor"), Amcor Flexibles North America, Inc. (formerly known as Bemis Company, Inc., the "Issuer"), Amcor Finance (USA), Inc. ("AFUI"), Amcor UK Finance plc ("Amcor UK") and Amcor Pty Ltd ("Amcor Australia" and, together with Amcor, AFUI and Amcor UK, the "Guarantors") entered into an Underwriting Agreement (the "Underwriting Agreement") with BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, with respect to the offer and sale by the Issuer of $800,000,000 aggregate principal amount of its 2.690% Guaranteed Senior Notes due 2031 (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 June 19, 2020, among the Issuer, the Guarantors, and Deutsche Bank Trust Company Americas, as trustee (the "Indenture"), together with the officer's certificate, dated May 25, 2021 (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 25 and November 25 of each year, commencing on November 25, 2021. The Notes will mature on May 25, 2031.

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 $794 million. Amcor intends to use the net proceeds from the sale of the Securities to repay or redeem the Issuer's 4.500% senior notes due 2021 at or prior to their maturity of October 15, 2021 and the remainder 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.

Item 9.01 Financial Statements and Exhibits.






 Exhibit No.                                Description
  1.1            Underwriting Agreement, dated May 18, 2021, by and among Amcor
               Flexibles North America, Inc., Amcor plc, Amcor Finance (USA), Inc.,
               Amcor UK Finance plc and Amcor Pty Ltd and BofA Securities, Inc.,
               Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P.
               Morgan Securities LLC, as representatives of the several underwriters
               named therein.
  4.1            Indenture, dated as of June 19, 2020, among Bemis Company, Inc.,
               Amcor plc, Amcor Finance (USA), Inc., Amcor UK Finance plc and Amcor
               Pty Ltd and Deutsche Bank Trust Company Americas, as trustee
               (including the guarantees) (incorporated by reference to Exhibit 4.1
               to Amcor plc's Current Report on Form 8-K, filed on June 19, 2020.
  4.2            Officer's Certificate of Amcor Flexibles North America, Inc., dated
               May 25, 2021.
  4.3            Form of 2.690% Guaranteed Senior Note due 2031.
  5.1            Opinion of Perkins Coie LLP.
  5.2            Opinion of Herbert Smith Freehills LLP (English law).
  5.3            Opinion of Armstrong Teasdale LLP.
  5.4            Opinion of Ogier (Jersey) LLP.
  5.5            Opinion of Herbert Smith Freehills (Australian law).
  23.1           Consent of Perkins Coie LLP (included in Exhibit 5.1 hereto).
  23.2           Consent of Herbert Smith Freehills LLP (English law) (included in
               Exhibit 5.2 hereto).
  23.3           Consent of Armstrong Teasdale LLP (included in Exhibit 5.3
               hereto).
  23.4           Consent of Ogier (Jersey) LLP (included in Exhibit 5.4 hereto).
  23.5           Consent of Herbert Smith Freehills (Australian law) (included in
               Exhibit 5.5 hereto).
104            Cover Page Interactive Data File. The cover page XBRL tags are
               embedded within the inline XBRL document (contained in Exhibit 101).

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