FWP 1 a20-21790_8fwp.htm FWP

 

Filed Pursuant to Rule 433

 

Registration Statement Nos. 333-239060, 333-239060-01,
333-239060-02, 333-239060-03, and 333-239060-4

 

 

Bemis Company, Inc.

 

US$500,000,000 2.630% Senior Notes due 2030

 

With full and unconditional guarantees
as to payment of principal and interest by each of
Amcor plc
Amcor Finance (USA), Inc.
Amcor UK Finance plc
Amcor Pty Ltd.

 

Pricing Term Sheet – June 12, 2020

 

 

 

 

 

Issuer:

 

Bemis Company, Inc.

 

 

 

Guarantors:

 

Amcor plc, Amcor Finance (USA) Inc., Amcor UK Finance plc and Amcor Pty Ltd

 

 

 

Expected Ratings*:

 

Baa2 (Stable) (Moody’s) / BBB (Stable) (S&P)

 

 

 

Principal Amount:

 

US$500,000,000

 

 

 

Ranking:

 

Senior Unsecured

 

 

 

Format:

 

SEC Registered Global Notes

 

 

 

Trade Date:

 

June 12, 2020

 

 

 

Settlement Date**:

 

June 19, 2020 (T+5) (New York Business Days for Settlement)

 

 

 

Maturity Date:

 

June 19, 2030

 

 

 

Benchmark Treasury:

 

UST 0.625% due May 15, 2030

 

 

 

Benchmark Treasury Price and Yield:

 

99-15 / 0.680%

 

 

 

Spread to Benchmark Treasury:

 

T+195 bps

 

 

 

Coupon:

 

2.630% per annum (payable semi-annually)

 

 

 

Re-Offer Yield:

 

2.630% semi-annual

 

 

 

Re-Offer Price:

 

100.000%

 

 

 

Fees:

 

45 basis points

 

 

 

All-in Price:

 

99.550%

 

 

 

Redemption Amount:

 

100% of face value at Maturity Date

 

 

 

Interest Payment Dates:

 

Payable semi-annually in arrears on June 19 and December 19 of each year, beginning December 19, 2020 and ending on the Maturity Date, subject to the Following Business Day Convention

 

 

Optional Redemption:

 

Make-Whole Call: T+30 bps at any time before March 19, 2030

 

Par call at any time on or after March 19, 2030

 

 

 

Day Count:

 

30/360, unadjusted

 

 

 

Business Day Convention:

 

Following Business Day Convention

 

 

 

Business Days:

 

New York, London, Sydney, Melbourne

 

 

 

Governing Law:

 

New York law

 

 

 

CUSIP:

 

081437AT2

 

 

 

ISIN:

 

US081437AT26

 

 

 

Denominations:

 

Minimum of US$2,000 with increments of US$1,000 thereafter

 

 

 

Global Coordinator and Joint Book Running Manager:

 

J.P. Morgan Securities LLC

 

 

 

Joint Book Running Managers:

 

BofA Securities, Inc.

 

Citigroup Global Markets Inc.

 

Wells Fargo Securities, LLC

 

BNP Paribas Securities Corp.

 

HSBC Securities (USA), Inc.

 

MUFG Securities Americas Inc.

 

 

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.  Credit ratings in respect of Bemis Company Inc. may be made available only to a person (x) who is not a “retail client” within the meaning of section 761G of the Corporations Act and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Part 6D.2 or 7.9 of the Corporations Act, and (y) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located.

 

**Note: We expect that delivery of the Notes will be made to investors on or about June 19, 2020, which will be the fifth business day following the date of pricing of the Notes (such settlement being referred to as “T+5”). Under Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to two business days before the date of delivery will be required, by virtue of the fact that the Securities initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade Notes prior to two business days before the date of delivery should consult their own advisor.

 

This communication is intended for the sole use of the person to whom it is provided by the sender. This document may not be reproduced, distributed or published by any recipient for any purpose. This document has been prepared for information purposes only and does not take into account the specific requirements, investment objectives or financial circumstances of any recipient. The recipient should seek independent financial, legal, tax and other relevant advice and should independently verify the accuracy of the information contained in this document.

 

No PRIIPs KID – No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or United Kingdom.

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. The information in this pricing term sheet supplements the Issuer’s preliminary Prospectus, dated June 12, 2020 (the “Preliminary Prospectus”) and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan toll-free at (866) 846-2874.

 

 

The information in this pricing term sheet supplements the Preliminary Prospectus and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. This pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus.

 

If this document has been distributed by electronic transmission, such as e-mail, then such transmission cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. The sender therefore does not accept liability for any errors or omissions in the contents of this document, which may arise as a result of electronic transmission.

 

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