M&A - BERRY GLOBAL GROUP, INC.

Form Type: 425

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000110465925022399

Filing Summary: On March 10, 2025, Berry Global Group, Inc. confirmed the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act related to its merger with Amcor plc, following an agreement established on November 19, 2024. The merger will see Merger Sub, a wholly-owned subsidiary of Amcor, merge into Berry, with Berry becoming a wholly-owned subsidiary of Amcor. The companies expect the merger to close mid-2025, contingent on other closing conditions.

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Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925022397

Filing Summary: On March 10, 2025, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired, allowing the merger between Berry Global Group, Inc. and Amcor plc to proceed. This merger involves Merger Sub, a subsidiary of Amcor, merging with and into Berry, which will then operate as a wholly-owned subsidiary of Amcor. The completion of the merger is contingent on the satisfaction of additional closing conditions, which are anticipated to be met by mid-2025. A joint press release was issued on March 11, 2025, announcing the expiration of the waiting period and outlining the companies' expectations regarding the timing of the merger's closure.

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Form Type: 425

Filing Date: 2025-03-06

Corporate Action: Merger

Type: New

Accession Number: 000110465925021036

Filing Summary: On March 5, 2025, Berry Global Group, Inc. and Amcor plc announced that relevant consents had been obtained for Proposed Amendments to the indentures governing various series of First Priority Senior Secured Notes. This is in connection with the Consent Solicitations related to an ongoing merger between Berry Global and Amcor, initiated under the previously signed Agreement and Plan of Merger dated November 19, 2024. The proposed amendments entail the release of liens on collateral upon Amcor's guaranteed payment obligations for these notes, subject to the successful consummation of the merger. The consent payments to note holders will be disbursed post-merger completion. Joint press releases regarding the expiration and final results of the Consent Solicitations were issued on the same date.

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Form Type: 8-K

Filing Date: 2025-03-06

Corporate Action: Merger

Type: Update

Accession Number: 000110465925021035

Filing Summary: On March 5, 2025, Berry Global Group, Inc. and Amcor plc announced the receipt of consents from holders of several series of First Priority Senior Secured Notes related to Proposed Amendments to the indenture governing these Notes. The amendments pertain to a merger between Berry Global and Amcor, allowing for the release of liens on the collateral securing the Notes if Amcor provides an unconditional guarantee of the Issuer’s payment obligations. The amendments became effective immediately upon execution, despite the expiration of the consent solicitation on the same date. Consent payments to noteholders will only be made if the merger is consummated and the amendments operative. The filings also incorporated additional information from a joint press release by Berry Global and Amcor about this outcome and the implications for the Notes.

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Form Type: 425

Filing Date: 2025-02-26

Corporate Action: Merger

Type: New

Accession Number: 000110465925017196

Filing Summary: On February 26, 2025, Berry Global Group, Inc. and Amcor plc issued a joint press release following the outcomes of their respective shareholder meetings held on February 25, 2025. The release contained details regarding the anticipated merger between Berry and Amcor, outlining the proposed transaction's benefits, potential synergies, and the impact on both entities' future operations and financial performance. The document addresses forward-looking statements related to the merger, highlighting associated risks and uncertainties, such as the completion conditions of the merger agreement, regulatory approvals, integration risks, and their implications on key personnel and customer retention. It cautions that actual results may differ significantly from those projected due to these risks. Additionally, it includes a reminder of the obligations under the Securities Act and the Exchange Act regarding the communication of such material changes.

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Form Type: 425

Filing Date: 2025-02-26

Corporate Action: Merger

Type: New

Accession Number: 000110465925017234

Filing Summary: On February 26, 2025, Berry Global Group, Inc. and Amcor plc announced the initiation of consent solicitations from holders of various series of First Priority Senior Notes issued by Berry Global, Inc., a wholly-owned subsidiary of Berry Global Group. These solicitations aim to amend certain indenture provisions in connection with Berry’s planned merger with Amcor, as detailed in the previously announced Merger Agreement dated November 19, 2024. The amendments are designed to ensure that the notes have identical credit support to that of Amcor's existing senior notes following the merger. The successful completion of the consent solicitations is not a conditioning factor for the consummation of the merger, which remains subject to the terms and conditions outlined in the Merger Agreement. A joint press release from both companies regarding the consent solicitations was also issued on the same date.

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Form Type: 8-K

Filing Date: 2025-02-26

Corporate Action: Merger

Type: New

Accession Number: 000110465925017195

Filing Summary: On February 26, 2025, Berry Global Group, Inc. and Amcor plc announced the results of a special meeting of Berry's stockholders and an extraordinary general meeting of Amcor's shareholders held on February 25, 2025, indicating a significant step toward the proposed merger between the two companies. The press release emphasizes the anticipated benefits of the merger, which aims to enhance both companies' business and financial performance, while highlighting potential risks and uncertainties that may affect the completion of the transaction, including regulatory approvals and integration challenges. The document discusses forward-looking statements concerning the expected outcomes of the merger, with an acknowledgment of various risks that could impact the companies' operations and financial condition. A joint press release detailing these results is attached as Exhibit 99.1.

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Form Type: 8-K

Filing Date: 2025-02-26

Corporate Action: Merger

Type: New

Accession Number: 000110465925017233

Filing Summary: On February 26, 2025, Berry Global Group, Inc. and Amcor plc announced the commencement of consent solicitations for holders of various series of First Priority Senior Notes issued by Berry Global, Inc., a wholly-owned subsidiary of Berry. The solicitations aim to amend indentures to ensure that following the merger with Amcor, the Notes will have the same credit support and rank equally with Amcor's existing senior notes. The merger agreement was dated November 19, 2024, and the obligations to consummate the merger are not dependent on the consent solicitation outcomes. A joint press release detailing this announcement was also issued on the same day.

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Form Type: 8-K

Filing Date: 2025-02-26

Corporate Action: Merger

Type: New

Accession Number: 000110465925017428

Filing Summary: On February 25, 2025, Berry Global Group, Inc. held a special meeting of stockholders to vote on several proposals related to a merger with Amcor plc and its subsidiary, Aurora Spirit, Inc. The proposals included the adoption of the Merger Agreement dated November 19, 2024, which was approved by 95,065,449 votes for, with 1,588,182 votes against and 52,005 abstentions. Additionally, the stockholders voted on an advisory proposal regarding executive compensation related to the merger, which received 60,400,526 votes for and 36,184,465 against. A proposal to adjourn the meeting was also presented but was not required as sufficient votes were obtained to approve the merger. The document discusses potential risks and uncertainties surrounding the transaction, including integration challenges and the need for regulatory approvals. Overall, the meeting concluded with the approval of the merger proposal, with no adjournment necessary as adequate votes were secured.

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Form Type: 425

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000110465925016735

Filing Summary: Berry Global Group, Inc. announced the proposed merger with Amcor, forming a global leader in flexible packaging, containers, and closures. The integration team is actively planning to ensure a smooth transition and successful start as a unified company after the transaction closes. Shareholders are set to vote on the merger today, February 25, 2025. Expected closure of the merger is anticipated in mid-2025, with Amcor and Berry continuing to operate independently until that time. The rationale behind the merger focuses on leveraging both companies' strengths to enhance operational capabilities and drive innovation in sustainability. The new entity will retain the Amcor name and branding, highlighting its commitment to a joint purpose, vision, and values post-merger. Guidance and resources will be provided to employees for a successful integration, and until the merger is finalized, information sharing about the alliance is limited due to confidentiality protocols.

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Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000110465925014061

Filing Summary: On February 14, 2025, Berry Global Group, Inc. reported on the ongoing merger agreement with Amcor plc, following initial disclosures made on November 19, 2024. The merger, which will see Berry become a wholly-owned subsidiary of Amcor, was underpinned by earlier regulatory filings, specifically a registration statement on Form S-4 that was declared effective on January 23, 2025. While undergoing the merger process, several demand letters and lawsuits from stockholders alleging omission of material information within the joint proxy statement were received, prompting Berry and Amcor to voluntarily supplement disclosures to address these concerns without admitting legal merit to the claims. Supplemental disclosures were made addressing specific allegations related to negotiations, agreements, and the engagement of financial advisors. Financial projections for both companies, covering fiscal years 2025 through 2029, were also included, summarizing expected revenues and adjusted EBITDA. This communication serves as part of ongoing compliance with SEC regulations regarding the merger process.

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Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000110465925014053

Filing Summary: On February 14, 2025, Berry Global Group, Inc. filed an 8-K to report updates regarding its planned merger with Amcor plc. The merger was formally announced in an Agreement and Plan of Merger dated November 19, 2024, whereby Aura Spirit, Inc., a wholly-owned subsidiary of Amcor, will merge with Berry, with Berry becoming a wholly-owned subsidiary of Amcor. Key details include the filing of a registration statement on Form S-4 by Amcor with the SEC, which included a joint proxy statement that was declared effective on January 23, 2025. Following this, the joint proxy statement was mailed to shareholders around the same date. The filing also discusses various litigation surrounding the proxy statement, where stockholders claimed omissions of material information. The company, denying any wrongful conduct, decided to supplement the disclosures in the proxy statement to address these claims and avoid legal complications. The document provides an extensive update on financial projections and the roles of financial advisors in evaluating the merger, emphasizing the anticipation of post-transaction financial performance.

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Form Type: 425

Filing Date: 2025-02-04

Corporate Action: Merger

Type: New

Accession Number: 000110465925009197

Filing Summary: Berry Global Group, Inc. has filed a communication regarding a proposed merger with Amcor plc, scheduled for a stockholder meeting on February 25, 2025. The Board of Directors unanimously recommends that stockholders vote in favor of the merger and related proposals. Shareholders have been provided with proxy materials, including a joint proxy statement/prospectus that contains essential information concerning the proposed merger. Failing to vote is equivalent to a vote against the merger. The communication details the timeline for the issuance of the joint proxy statement/prospectus, which was mailed on or around January 23, 2025, and encourages stockholders to read all relevant materials and documents filed with the SEC for comprehensive information. The risks associated with the merger are also outlined, emphasizing the potential uncertainties that could arise during the integration process and the positive outcomes expected from the merger.

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Form Type: 425

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925005974

Filing Summary: On January 24, 2025, Berry Global Group, Inc. provided an update on the integration planning with Amcor, emphasizing the importance of collaboration between the two companies. A planning team consisting of members from both organizations is working on the integration process, focusing on roles, processes, tools, and timing to ensure a successful Day 1 for the newly combined entity. Regulatory clearance is progressing and shareholder meetings are scheduled for February 25, 2025. Both Berry and Amcor remain independent until the transaction's expected closing in mid-2025. The communication underscores the transformative potential of their merger, aiming to enhance innovation and sustainability in packaging. Forward-looking statements are included regarding the anticipated benefits of the merger, as well as potential risks and uncertainties tied to the transaction.

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Form Type: 425

Filing Date: 2025-01-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925005639

Filing Summary: On January 23, 2025, Berry Global Group, Inc. and Amcor plc announced the filing of their definitive joint proxy statement with the SEC regarding their proposed merger. Shareholder meetings for both companies are scheduled for February 25, 2025. The registration statement related to this merger was declared effective by the SEC on the same day and the joint proxy statement/prospectus commenced mailing to shareholders. The document emphasizes that it does not constitute an offer or solicitation for securities sales and encourages shareholders to read the materials carefully, as they contain important information about the transaction.

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Form Type: 8-K

Filing Date: 2025-01-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925005637

Filing Summary: On January 23, 2025, Berry Global Group, Inc. and Amcor plc issued a joint press release announcing the filing of their definitive joint proxy statement with the SEC. The press release highlighted that both companies will hold shareholder meetings on February 25, 2025, to discuss the proposed merger. Amcor submitted a registration statement on Form S-4 with the SEC on January 13, 2025, which was declared effective on January 23, 2025. The proxy statement/prospectus was subsequently mailed to shareholders. The communication emphasizes that it is not an offer for securities or a solicitation for votes prior to proper registration under applicable securities laws.

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Form Type: DEFM14A

Filing Date: 2025-01-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925005608

Filing Summary: On November 19, 2024, Berry Global Group, Inc. entered into a Merger Agreement with Amcor plc and Aurora Spirit, Inc. Under this agreement, Aurora Spirit will merge with Berry, making Berry a wholly-owned subsidiary of Amcor. Upon completion of the merger, each share of Berry Common Stock will be converted into the right to receive 7.25 shares of Amcor Ordinary Shares, plus cash for any fractional shares. Following the merger, Berry's common stock will no longer be publicly traded. A special meeting of Berry stockholders is set for February 25, 2025, to vote on the Merger Proposal, proposed executive compensation related to the merger, and possible adjournments. The Berry Board unanimously recommends approval of all proposals. The document details the implications of the merger, including stockholder votes and comparisons of market values based on the exchange ratio. The Amcor Board also endorses the proposals to its shareholders, emphasizing the need for approvals from both company stockholders for the merger to proceed.

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