BEMIS COMPANY, INC. ZURICH and NEENAH, Wis., May 8, 2019 /PRNewswire/ -- Amcor Finance (USA), Inc. ("AFUI") and Bemis Company, Inc. ("Bemis") (NYSE: BMS) today announced that each has commenced offers to certain Eligible Holders (as defined below) to exchange (each an "Exchange Offer" and collectively, the "Exchange Offers") any and all outstanding notes of the series set forth in the table below issued by AFUI (the "Existing Amcor Notes") and Bemis (the "Existing Bemis Notes" and, collectively, the "Existing Notes"), as applicable, for the consideration summarized in the table below, consisting of new notes to be issued by AFUI (the "New Amcor Notes") and Bemis (the "New Bemis Notes" and, collectively, the "New Notes"), as applicable. In addition to the Exchange Offers, AFUI and Bemis are each soliciting Consents (defined below) with respect to each series of its corresponding Existing Notes from Eligible Holders (each, a "Consent Solicitation" and collectively, the "Consent Solicitations"). If an Eligible Holder tenders Existing Notes in either Exchange Offer, such Eligible Holder will also be delivering its Consent (the "Consents") to certain amendments to the applicable indenture for that series of Existing Notes, including eliminating certain of the covenants, restrictive provisions and events of default (the "Proposed Amendments").
Title of Security/CUSIP |
Issuer | Maturity | Aggregate Principal | Exchange Consideration(1) | Early Exchange | Total Exchange |
6.800% Senior Notes due |
Bemis | 08/1/2019 | US$400,000,000 | US$970 principal amount | US$30 principal | US$1,000 principal amount of |
4.500% Senior Notes due |
Bemis | 10/15/2021 | US$400,000,000 | US$970 principal amount | US$30 principal | US$1,000 principal amount of |
3.100% Senior Notes due |
Bemis | 09/15/2026 | US$300,000,000 | US$970 principal amount of | US$30 principal | US$1,000 principal amount of |
3.625% Guaranteed Senior |
Amcor | 04/28/2026 | US$600,000,000 | US$970 principal amount | US$30 principal | US$1,000 principal amount of |
4.500% Guaranteed Senior |
Amcor | 05/15/2028 | US$500,000,000 | US$970 principal amount of | US$30 principal | US$1,000 principal amount of |
Notes: | |
(1) | For each US$1,000 principal amount of Existing Notes accepted for exchange subject to rounding down US$2,000 or the nearest integral multiple of US$1,000 in excess thereof as described herein. In addition to the Exchange Consideration or the Total Exchange Consideration, as applicable, we will pay the applicable accrued and unpaid Interest and Rounding Cash Payment (as defined in the Offering Memorandum and Consent Solicitation Statement) in cash. Each of the New Notes will also have registration rights, with the exception of the New Bemis 6.800% 2019 Notes. |
(2) | Includes the Early Exchange Premium. |
(3) | Inclusion of this series in the Exchange Offer assumes the Settlement Date occurs before the maturity date of this series. |
Each Exchange Offer and Consent Solicitation is subject to the satisfaction of conditions set forth in the Offering Memorandum and Consent Solicitation Statement including, among other things, the consummation of the Transaction (as defined in the Offering Memorandum and Consent Solicitation Statement (defined below)) (the "Transaction Condition") which condition may not be waived or amended and the completion of every other Exchange Offer and Consent Solicitation. AFUI or Bemis may generally waive any such conditions, with the exception of the Transaction Condition, with respect to their applicable Exchange Offers and Consent Solicitations in their sole discretion at or prior to the Expiration Time (defined below). Each of AFUI and Bemis expressly reserve the right, subject to applicable law, in their sole discretion to terminate the applicable Exchange Offers and Consent Solicitations and not accept any Existing Amcor Notes or Existing Bemis Notes, respectively.
Each series of New Notes offers the same coupon, maturity and payment terms as the corresponding series of Existing Notes. Bemis, Amcor plc, Amcor Limited and Amcor UK Finance PLC will guarantee the New Amcor Notes and AFUI, Amcor plc, Amcor Limited and Amcor UK Finance PLC will guarantee the New Bemis Notes. Each series of New Notes will have registration rights, except for the New Bemis 6.800% 2019 Notes. The changes to the New Notes compared to the Existing Notes include eliminating substantially all of the restrictive covenants and events of defaults. The complete terms of the Exchange Offers and Consent Solicitations are set out in a confidential exchange offer memorandum and consent solicitation statement, dated May 8, 2019 (the "Offering Memorandum and Consent Solicitation Statement").
The Exchange Offers and Consent Solicitations will expire at 11:59 p.m., New York City time, on June 5, 2019, unless extended (such date and time with respect to any Exchange Offer and Consent Solicitation, as the same may be extended for such Exchange Offer and Consent Solicitation, the "Expiration Time"). To be eligible to receive the applicable Total Exchange Consideration, Eligible Holders must validly tender their Existing Notes at or prior to 5:00 p.m., New York City time, on May 21, 2019, unless extended (such date and time with respect to any Exchange Offer and Consent Solicitation, as the same may be extended for such Exchange Offer and Consent Solicitation, the "Early Participation Time"). Eligible Holders who validly tender and who do not validly withdraw Existing Notes after the Early Participation Time but at or prior to the Expiration Time, and whose Existing Notes are accepted for exchange, will receive the Exchange Consideration as set forth in the table above.
Tenders of any particular series of Existing Notes may not be withdrawn after 5:00 p.m., New York City time, on May 21, 2019, unless extended (such date and time with respect to any Exchange Offer and Consent Solicitation, as the same may be extended for such Exchange Offer and Consent Solicitation, the "Withdrawal Time"), except in certain limited circumstances where additional withdrawal rights may be required by law.
AFUI and Bemis have not registered, and will not register, the New Notes under the U.S. Securities Act of 1933, as amended (the "Securities Act"), any state securities laws or the securities laws of any other jurisdiction. The New Notes may not be offered or issued in the United States or to any "U.S. persons" (as defined in Rule 902 under the Securities Act), or any person acting for the account or benefit of U.S. persons, except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. The New Notes will be offered for exchange only to: (1) "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in the United States; (2) persons that are not, and are not acting for the account or benefit of, U.S. persons outside the United States in compliance with Regulation S under the Securities Act and, if resident or located in a member state of the European Economic Area, persons who are (a) 'qualified investors' within the meaning of Article 2(1)(e) of Directive 2003/71/EC and (b) not retail investors. Only holders of Existing Notes who complete and return an eligibility certification ("Eligible Holders") are authorized to receive and review the Offering Memorandum and Consent Solicitation Statement and to participate in the Exchange Offers and Consent Solicitations. No assurance can be given that the Exchange Offers and Consent Solicitations will be completed.
Holders of the Existing Notes who desire a copy of the eligibility letter may contact Global Bondholder Services Corporation, the Information and Exchange Agent for the Exchange Offers and Consent Solicitations, by telephone at +1 212 430 3774 or +1 866 924 2200 or by email at info@gbsc-usa.com. A copy of the eligibility letter related to the Existing Amcor Notes may also be completed at http://gbsc-usa.com/eligibility/amcor, and a copy of the eligibility letter related to the Existing Bemis Notes may be completed at http://gbsc-usa.com/eligibility/bemis.
This announcement is for informational purposes only and does not constitute an offer to purchase, nor a solicitation of an offer to sell, the Existing Notes or an offer to sell, nor a solicitation of an offer to buy, any New Notes, nor shall any such offer, solicitation or sale occur in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. Any person who is considering participating in the Exchange Offers and Consent Solicitations must obtain a copy of the Offering Memorandum and Consent Solicitation Statement from AFUI, Bemis or the Information and Exchange Agent.
The communication of this announcement and any other document or materials relating to the issue of the New Notes discussed herein is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), or who fall within Article 43(2) of the Financial Promotion Order, or who are other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, the New Notes discussed herein are only available to, and any investment or investment activity to which this announcement relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this announcement or any of its contents.
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SOURCE Amcor Finance (USA), Inc. and Bemis Company, Inc.
