8-K/A: Amcor Completes Berry Global Merger, Unveils Pro Forma Financials Post-$10.4 Billion Acquisition

Amcor plc has finalized its $10.4 billion merger with Berry Global Group, Inc., releasing unaudited pro forma financial statements detailing the combined entity's financial position and performance.

Summary

• Amcor plc completed its previously announced merger with Berry Global Group, Inc. on April 30, 2025, with Berry becoming a wholly-owned subsidiary of Amcor.
• Berry Global Group, Inc.'s common stock has been delisted from the New York Stock Exchange following the merger.
• The preliminary purchase price for the merger was approximately $10.4 billion, consisting of $8.2 billion in equity consideration and $2.2 billion in debt required to be repaid.
• Each outstanding share of Berry Common Stock was converted into 7.25 Amcor Ordinary Shares as part of the merger terms.
• Amcor issued $2.2 billion in unsecured notes on March 17, 2025, with a weighted-average interest rate of approximately 5.14%, to finance the repayment of certain Berry indebtedness.
• Approximately $1.8 billion of Berry's outstanding debt was repaid upon merger consummation, while approximately $5.2 billion of Berry's debt was acquired by Amcor.
• The unaudited pro forma condensed combined balance sheet as of March 31, 2025, shows total assets of $37,875 million and total liabilities of $25,916 million for the combined entity.
• Pro forma net sales for the year ended June 30, 2024, were $23,321 million, with pro forma net income attributable to Amcor plc of $764 million.
• Pro forma basic earnings per share for the year ended June 30, 2024, were $0.33, compared to Amcor's standalone basic EPS of $0.51.
• Pro forma net sales for the nine months ended March 31, 2025, were $17,235 million, with pro forma net income attributable to Amcor plc of $803 million.
• Pro forma basic earnings per share for the nine months ended March 31, 2025, were $0.35, compared to Amcor's standalone basic EPS of $0.38.
• The merger resulted in the recognition of $6,800 million in goodwill and $4,138 million in fair value adjustments to intangible assets, including customer relationships (13 years), trademarks (2 years), and developed technology (5.5 years).

Sentiment

Score: 6

Explanation: The document is a factual disclosure of pro forma financial information following a major merger. While the pro forma EPS is lower than Amcor's standalone, this is expected due to the increased share count and financing costs associated with a large acquisition. The successful completion of the merger and associated financing indicates strategic execution. The lack of explicit forward-looking guidance or synergy estimates prevents a higher score, and the preliminary nature of some estimates introduces a degree of uncertainty.

Positives

• Completion of a significant strategic merger, creating a larger combined entity with increased scale and expanded operational capabilities.
• Successful issuance of $2.2 billion in unsecured notes prior to merger close, ensuring financing for debt repayment and demonstrating strong capital market access.
• Termination of the $1.75 billion bridge facility commitment, indicating successful long-term financing was secured without needing the short-term facility.

Negatives

• Pro forma basic earnings per share for the year ended June 30, 2024, decreased to $0.33 from Amcor's standalone $0.51, indicating dilution.
• Pro forma basic earnings per share for the nine months ended March 31, 2025, decreased to $0.35 from Amcor's standalone $0.38, also indicating dilution.
• The combined entity's pro forma total liabilities significantly increased to $25,916 million.
• Incurrence of $13.6 million in debt financing costs and $107 million in advisory, brokerage, legal, and other transaction-related expenses.
• Recognition of an $11 million loss on debt extinguishment related to the termination of the Bridge Facility and an $8 million loss on debt extinguishment related to Berry's debt repayment.

Risks

• The pro forma financial statements are based on preliminary estimates and assumptions, and actual results may differ materially.
• The estimated blended statutory tax rates used for pro forma adjustments are preliminary and could be different depending on post-acquisition activities, geographical mix of income, and changes in tax law.
• The pro forma financial statements do not reflect the costs of any integration activities or benefits that may result from the realization of future revenue growth or operational synergies expected from the Merger.

Future Outlook

The document provides unaudited pro forma financial statements giving effect to the merger and related financing transactions as if they had been completed on March 31, 2025, for the balance sheet, and July 1, 2023, for the income statements. These pro forma statements are for illustrative purposes only and do not purport to represent actual future financial results or project the consolidated financial statements of the combined company for any future date or period. They do not reflect the costs of any integration activities or benefits from future revenue growth or operational synergies.

Management Comments

• Amcor's management has determined the two-day gap between the date of the Berry historical financial information and March 31, 2025 to be immaterial.
• Amcor's management has determined the one-day gap between the date of the Berry historical financial information and June 30, 2024 to be immaterial.
• Amcor's management has considered the derecognition of this debt to be an extinguishment under ASC 470-50, Debt Modifications and Exchanges.
• Amcor has performed a preliminary accounting policy review in preparing these Pro Forma Financial Statements.
• Amcor will perform a detailed analysis of Berry's accounting policies and make any necessary adjustments to conform accounting policies.
• Amcor is not aware of any material differences between the accounting policies of Amcor and Berry that would continue to exist subsequent to the application of acquisition accounting.

Industry Context

The merger of Amcor and Berry Global Group, Inc. represents a significant consolidation within the global packaging and materials industry. Both companies are major players, and their combination creates an even larger entity, potentially enhancing market share, operational efficiencies, and product diversification across flexible and rigid packaging, and specialty materials. This move aligns with a broader trend of strategic acquisitions in mature industries seeking scale, cost synergies, and expanded geographic reach to maintain competitiveness and address evolving customer demands, including sustainability initiatives.

Related Party Transactions

• No adjustments have been made to the Pro Forma Financial Statements related to past commercial activities between Amcor and Berry as these transactions have been determined to be immaterial.

Stakeholder Impact

• Shareholders: Amcor shareholders now own a stake in a larger, combined entity, but pro forma earnings per share are lower. Berry shareholders received Amcor Ordinary Shares and their Berry shares were delisted.
• Employees: Berry employees' share-based awards were converted to Amcor awards, with a portion attributed to post-acquisition compensation cost.
• Creditors: Berry's outstanding debt facilities were either repaid or acquired by Amcor, and Amcor issued new unsecured notes.

Next Steps

• Amcor will perform a detailed analysis of Berry's accounting policies and make any necessary adjustments to conform accounting policies.
• The fair value of replacement share-based awards will be recognized ratably over post-combination expense service periods ranging from two to three years.

Key Dates

Recommendation

Keywords

Amcor, Berry Global, Merger, Acquisition, SEC Filing, 8-K/A, Pro Forma Financials, Packaging, Flexible Packaging, Rigid Packaging, Specialty Materials, Debt Financing, Corporate Governance, Financial Reporting, Goodwill, Intangible Assets, Earnings Per Share