AMCR

Business Context and Reporting Period

This Form 8-K, dated February 14, 2025, reports on the proposed merger between Amcor Plc ("Amcor") and Berry Global Group, Inc. ("Berry"). The transaction was originally announced on November 19, 2024, via an Agreement and Plan of Merger. The filing serves as a supplement to the Joint Proxy Statement/Prospectus (Form S-4), which became effective on January 23, 2025. The supplement addresses allegations from stockholder litigation regarding omitted material information.

Key Financial Metrics and Projections

The filing does not report historical revenue, profit, or cash flow for Amcor or Berry. Instead, it provides unaudited prospective financial information for Berry on a standalone basis for fiscal years 2025 through 2029, prepared by Berry's management.

Note: FY2025 Unlevered Free Cash Flow is presented as $818 million excluding net cash proceeds from the HHNF Spin-off, or $1,668 million including such proceeds.

Material Changes and Supplemental Disclosures

The filing details specific amendments to the Joint Proxy Statement/Prospectus made to address stockholder complaints. Key changes include:

• Nondisclosure Agreements: Clarification that no nondisclosure agreements were entered into between Berry and "Party A," "Party B," or "Party C."
• Standstill Provisions: Confirmation that the July 3, 2024 NDA between Amcor and Berry included a customary standstill provision with fall-away clauses.
• Financial Advisors: Disclosure that the Berry Board engaged two financial advisors (Lazard and Wells Fargo Securities) to provide independent perspectives, despite existing investment banking relationships with Amcor.
• Board Composition and Employment: Clarification that while the August 19 Proposal suggested proportional board representation, no specific details regarding post-closing employment arrangements for Berry management were included in that proposal or subsequent negotiations prior to the Merger Agreement execution.
• Valuation Methodologies: Detailed disclosure of the specific EBITDA multiples and discount rates used by Lazard and Wells Fargo Securities in their financial analyses (e.g., Lazard applied 7.5x to 9.0x EBITDA multiples for Berry; Wells Fargo applied 7.75x to 8.75x).

Guidance, Risks, and Contingencies

Management Commentary: Amcor and Berry deny the allegations that the original proxy statement was misleading but voluntarily supplemented disclosures to moot plaintiffs' claims and avoid business delays. The companies assert that the supplemental information does not constitute an admission of legal merit.

Risks and Contingencies:

• Litigation: Two lawsuits have been filed by purported Berry stockholders alleging omissions of material information.
• Transaction Completion: Risks include failure to satisfy conditions (shareholder and regulatory approvals), integration challenges, and potential termination of the merger agreement.
• Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from projections due to economic conditions, regulatory changes, and other uncertainties.

Investor Verification Checklist

• Verify the status of the pending stockholder lawsuits (Andrew Thompson v. Berry Global Group, Inc. and Eric Miller vs. Berry Global Group, Inc.) and any potential impact on the merger timeline.
• Review the full Joint Proxy Statement/Prospectus (Form S-4) to understand the complete context of the valuation methodologies and board composition negotiations.
• Confirm the specific terms of the "HHNF Spin-off" referenced in the FY2025 cash flow projections to understand the variance in free cash flow figures.
• Monitor regulatory approval status, as the transaction remains subject to satisfaction of specified conditions.
• Assess the potential for further disclosure supplements if additional litigation demands arise.