SEC Form 425 filed by Berry Global Group Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2025

Berry Global Group, Inc.

(Exact name of Registrant as specified in its charter)

101 Oakley Street

Evansville, Indiana 47710

101 Oakley Street

(Address of principal executive offices)

Registrant’s telephone number: (812) 424-2904

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨  Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

On February 26, 2025, Berry Global Group, Inc. (the “Company” or “Berry”) and Amcor plc (“Amcor”) announced that Amcor had commenced consent solicitations (the “Consent Solicitations”) from the holders of the 1.50% First Priority Senior 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 (collectively, the “Notes”; and each, a “series of Notes”) issued by Berry Global, Inc., (the “Issuer”), a wholly-owned subsidiary of the Company, to amend certain provisions of the applicable indenture governing each series of Notes (collectively, the “Indentures” and each individually, an “Indenture”).

The Consent Solicitations are being conducted in connection with the Company’s previously announced merger (the “Merger”) with Amcor, pursuant to the Agreement and Plan of Merger, dated as of November 19, 2024 (the “Merger Agreement”). The purpose of the Consent Solicitations is to amend each Indenture so that, following the consummation of the Merger, in the event that Amcor provides a parent Guarantee with respect to a series of Notes and the Company and the Issuer provide a guarantee with respect to Amcor’s existing senior notes, the Notes of such series will have identical credit support to, and will rank equally with Amcor’s existing senior notes. The obligations of the Company, Amcor and the other parties to the Merger Agreement to consummate the Merger in accordance with the terms thereof are not conditioned on a successful completion of the Consent Solicitations.

On February 26, 2025, the Company and Amcor issued a joint press release announcing the commencement of the Consent Solicitations. A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

The information contained in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Some of these forward-looking statements can be identified by words like “anticipate,” “approximately,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “possible,” “predict,” “project,” “target,” “seek,” “should,” “will,” or “would,” the negative of these words, other terms of similar meaning or the use of future dates. Such statements, including projections as to the anticipated benefits of the proposed Merger, the impact of the proposed Merger on Berry’s and Amcor’s business and future financial and operating results and prospects, the amount and timing of synergies from the proposed Merger, the terms and scope of the expected financing in connection with the proposed Merger, the aggregate amount of indebtedness of the combined company following the closing of the proposed Merger and the closing date for the proposed Merger, are based on the current estimates, assumptions and projections of the management of Berry and Amcor, and are qualified by the inherent risks and uncertainties surrounding future expectations generally, all of which are subject to change. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Berry’s and Amcor’s control. None of Berry, Amcor or any of their respective directors, executive officers, or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Berry or Amcor. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on Berry’s and Amcor’s businesses, the proposed Merger and the ability to successfully complete the proposed Merger and realize its expected benefits. Risks and uncertainties that could cause results to differ from expectations include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the risk that the conditions to the completion of the proposed Merger (including regulatory approvals) are not satisfied in a timely manner or at all; the risks arising from the integration of the Berry and Amcor businesses; the risk that the anticipated benefits of the proposed Merger may not be realized when expected or at all; the risk of unexpected costs or expenses resulting from the proposed Merger; the risk of litigation related to the proposed Merger; the risks related to disruption of management’s time from ongoing business operations as a result of the proposed Merger; the risk that the proposed Merger may have an adverse effect on the ability of Berry and Amcor to retain key personnel and customers; general economic, market and social developments and conditions; the evolving legal, regulatory and tax regimes under which Berry and Amcor operate; potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed Merger that could affect Berry’s and/or Amcor’s financial performance; and other risks and uncertainties identified from time to time in Berry’s and Amcor’s respective filings with the SEC, including the Proxy Statement to be filed with the SEC in connection with the proposed Merger. While the list of risks presented here is, and the list of risks presented in the Proxy Statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties, and other risks may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made only as of the date hereof and neither Berry nor Amcor undertakes any obligation to update any forward-looking statements, or any other information in this communication, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

February 26, 2025