Berry Global and Amcor Initiate Consent Solicitations for Note Amendments Amid Proposed Merger

Berry Global Group, Inc. (NYSE: BERY) announced on February 26, 2025, that Amcor plc has initiated consent solicitations from holders of various series of notes issued by Berry Global’s wholly owned subsidiary. The move is part of a broader effort to amend certain indenture provisions in connection with the companies’ previously announced merger.

Under the terms of the filing, Berry Global and Amcor are seeking to modify the indentures for several series of notes—including the 1.50% First Priority Senior Secured Notes due 2027, 1.65% First Priority Senior Secured Notes due 2027, 5.50% First Priority Senior Secured Notes due 2028, 5.800% First Priority Senior Secured Notes due 2031 and 5.650% First Priority Senior Secured Notes due 2034. The proposed amendments would enable the notes to receive a uniform level of credit support. Specifically, if Amcor provides an unconditional guarantee—referred to as the Amcor Parent Guarantee—the liens on Berry’s collateral will be released upon request, and Berry’s own guarantee will be automatically released. In addition, Berry, along with its wholly owned subsidiary that issued the notes, would provide a cross-guarantee should Amcor extend its guarantee to its existing senior notes.

The consent solicitations are being undertaken in conjunction with the companies’ merger agreement, dated November 19, 2024, under which a merger is set to be effected between Berry and a wholly owned subsidiary of Amcor. While the consummation of the merger is not dependent on the successful completion of the consent solicitations, the amendments are designed to ensure that following the merger and the repayment of certain outstanding notes, Berry’s notes will rank equally with Amcor’s existing senior notes.

According to the press release attached as Exhibit 99.1 to the SEC Form 8-K, note holders who deliver valid consents before the revocation deadline—set for 5:00 p.m. New York City time on March 5, 2025—will be eligible for a cash payment of $2.50 per $1,000 of principal (or the equivalent in euros, as applicable) once all conditions, including the receipt of the requisite two-thirds of outstanding principal in consents, are met. The record date for the consent solicitations is February 25, 2025.

The filing emphasizes that the proposed amendments and related consent solicitations are independent of the conditions needed to complete the merger. Both Berry Global and Amcor noted that the commitments under the merger agreement remain unaffected by the outcome of the consent solicitation process.

Market participants and note holders are advised to review the full SEC filing and accompanying press release for detailed information on the proposed amendments and the related conditions, including the terms underpinning the consent payments and the specified timeline for the consent solicitations.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Berry Global Group’s 8K filing here.

About Berry Global Group

Berry Global Group, Inc manufactures and supplies non-woven, flexible, and rigid products in consumer and industrial end markets in the United States, Canada, Europe, and internationally. The company operates through Consumer Packaging International; Consumer Packaging North America; Engineered Materials; and Health, Hygiene & Specialties segments.