Debt
Long-Term Debt
The following table summarizes the carrying value of long-term debt as of June 30, 2025, and 2024, respectively:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | June 30, | |
| ($ in millions) | Maturities | | Interest rates | | 2025 | | 2024 | |
| Term debt | | | | | | | | |
U.S. dollar notes, $500 million (2) | May 2025 | | 4.00 | % | | $ | — | | | $ | 500 | | |
First Priority Senior Secured Notes, $1,525 million (2) | Jan 2026 | | 1.57 | % | | 1,525 | | | — | | |
U.S. dollar notes, $600 million (2) | Apr 2026 | | 3.63 | % | | 600 | | | 600 | | |
First Priority Senior Secured Notes, $750 million | Jul 2026 | | 4.88 | % | | 750 | | | — | | |
U.S. dollar notes, $300 million | Sep 2026 | | 3.10 | % | | 300 | | | 300 | | |
U.S. dollar notes, $400 million | Jan 2027 | | 1.65 | % | | 400 | | | — | | |
Euro bonds, €375 million (3) | Jan 2027 | | 1.50 | % | | 439 | | | — | | |
Euro bonds, €500 million | Jun 2027 | | 1.13 | % | | 585 | | | 535 | | |
U.S. dollar notes, $725 million (1) | Mar 2028 | | 4.80 | % | | 725 | | | — | | |
U.S. dollar notes, $500 million | Apr 2028 | | 5.50 | % | | 500 | | | — | | |
U.S. dollar notes, $500 million (4) | May 2028 | | 4.50 | % | | 500 | | | 500 | | |
U.S. dollar notes, $500 million | May 2029 | | 5.45 | % | | 500 | | | 500 | | |
U.S. dollar notes, $725 million (1) | Mar 2030 | | 5.10 | % | | 725 | | | — | | |
U.S. dollar notes, $500 million | Jun 2030 | | 2.63 | % | | 500 | | | 500 | | |
U.S. dollar notes, $800 million (4) | May 2031 | | 2.69 | % | | 800 | | | 800 | | |
U.S. dollar notes, $800 million | Jun 2031 | | 5.80 | % | | 800 | | | — | | |
Euro notes, €500 million | May 2032 | | 3.95 | % | | 585 | | | 535 | | |
U.S. dollar notes, $500 million | May 2033 | | 5.63 | % | | 500 | | | 500 | | |
U.S. dollar notes, $800 million | Jan 2034 | | 5.65 | % | | 800 | | | — | | |
U.S. dollar notes, $750 million (1) | Mar 2035 | | 5.50 | % | | 750 | | | — | | |
| Total term debt | | | | | $ | 12,284 | | | $ | 5,270 | | |
| | | | | | | | |
| Bank loans | | | | | $ | 23 | | | $ | 25 | | |
| Commercial paper (2) | | | | | 1,702 | | | 1,386 | | |
| Other loans | | | | | 33 | | | 20 | | |
| Finance lease obligations | | | | | 56 | | | 43 | | |
| Fair value hedge accounting adjustments (5) | | | | | (63) | | | (92) | | |
| Unamortized discounts and debt issuance costs | | | | | (53) | | | (37) | | |
| Total debt | | | | | $ | 13,982 | | | $ | 6,615 | | |
| Less: current portion | | | | | (141) | | | (12) | | |
| Total long-term debt | | | | | $ | 13,841 | | | $ | 6,603 | | |
(1)On March 17, 2025, the Company issued additional guaranteed senior notes in an aggregate principal amount of $2.2 billion (collectively, the “Notes”). The Notes consist of (i) $725 million principal amount of 4.80% Guaranteed Senior Notes due March 2028, (ii) $725 million principal amount of 5.10% Guaranteed Senior Notes due March 2030 and (iii) $750 million principal amount of 5.50% Guaranteed Senior Notes due March 2035. The Notes are senior unsecured obligations and are unconditionally guaranteed on a senior unsecured basis by the Company and certain of its subsidiaries. The Company used the net proceeds from the Notes to repay certain existing indebtedness of Berry in connection with the closing of the Merger.
(2)Indicates debt which has been classified as long-term liabilities in accordance with the Company’s ability and intent to refinance such obligations on a long-term basis.
(3)The €375 million bond that was assumed as a result of the Merger is designated as a Net Investment Hedge.
(4)Bonds linked to designated fair value interest rate hedging relationship. There is a corresponding fair value basis adjustment to the carrying value of these bonds.
(5)Relates to fair value hedge basis adjustments relating to interest rate hedging.
The following table summarizes the contractual maturities of the Company's long-term debt, including current maturities (excluding payments for finance leases) as of June 30, 2025, for the succeeding five fiscal years:
| | | | | | | | |
| ($ in millions) | | |
| 2026 | | $ | 2,128 | |
| 2027 | | 2,478 | |
| 2028 | | 1,730 | |
| 2029 | | 501 | |
| 2030 (1) | | 2,927 | |
(1) Commercial paper is classified as maturing in 2030, supported by the 5-year syndicated facility, with two 12-month options available to the Company to extend the maturity date.
Bank and other loans
In connection with the Merger (refer to Note 4, "Acquisitions and Divestitures"), the Company entered into a commitment letter with lending institutions, dated as of November 19, 2024, to provide a 364-day senior unsecured bridge loan facility (the "Bridge Facility") in an aggregate principal amount of up to $3.0 billion to fund the repayment of certain outstanding debt of Berry upon the closing of the Merger, and the payment of fees and expenses related to the Merger. The Company paid a commitment fee of $11 million on the Bridge Facility in the three months ended December 31, 2024. On February 13, 2025, the Company voluntarily reduced the commitments under the Bridge Facility by $800 million to an aggregate principal amount of $2.2 billion. On March 17, 2025, following the issuance of Notes (as defined above), the commitment for the Bridge Facility was terminated and the balance of the unamortized commitment fee of $8 million was expensed.
The Company has entered into syndicated and bilateral multi-currency credit facilities with financial institutions. On March 3, 2025, the Company terminated its previous three- and five-year syndicated facility agreements, which collectively provided for $3.75 billion of credit facilities. On the same day, the Company entered into a five-year syndicated facility agreement of $3.75 billion which is unsecured and has a contractual maturity in March 2030. The agreement includes customary terms and conditions for a syndicated facility of this nature, and the facility has two 12 month options available to management to extend the maturity date. Subject to certain conditions, the Company can request the total commitment level under the agreement to be increased by up to $1.0 billion. Interest charged on borrowings under the credit facility is based on the applicable market rate plus the applicable margin. The three-year syndicated facility agreement also contains a covenant to maintain a net leverage ratio not to exceed 3.9:1.00, stepping up to a net leverage ratio not to exceed 4.25:1.00 for the twelve consecutive calendar months following the consummation of an acquisition with aggregate consideration in excess of $375 million.
Interest charged on borrowings under the credit facilities is based on the applicable market rate plus the applicable margin. As of June 30, 2025 the Company's credit facility amounted to $3.75 billion. As of June 30, 2024, the Company's credit facilities amounted to $3.75 billion.
As of June 30, 2025, and 2024, the Company had $2.05 billion and $2.4 billion of undrawn commitments, respectively. The Company incurs facility fees of 0.11% on the undrawn commitments. Such facility fees incurred were immaterial in the fiscal years ended June 30, 2025, 2024, and 2023, respectively.
As of June 30, 2025, and 2024, land and buildings with a carrying value of $51 million and $37 million, respectively, have been pledged as security for bank and other loans.
Redemption of term debt
The Company may redeem its long-term debt, in whole or in part, at any time or from time to time prior to its maturity. The redemption prices typically represent 100% of the principal amount of the relevant debt plus any accrued and unpaid interest. In addition, for notes that are redeemed by the Company before their stated permitted redemption date, a make-whole premium is payable.
Priority, Guarantees, and Financial Covenants
All the notes are general unsecured senior obligations of the Company and are fully and unconditionally guaranteed on a joint and several basis by certain existing subsidiaries that guarantee its other indebtedness.
The Company's primary bank debt facilities and notes are unsecured and subject to negative pledge arrangements limiting the amount of secured indebtedness the Company can incur and indebtedness outside the guarantor group to 15.0% of total tangible assets, subject to some exceptions and variations by facility. The Company is required to satisfy certain financial covenants pursuant to its bank debt facilities, which are tested as of the last day of each quarterly and annual financial period. The covenants require the Company to maintain a leverage ratio of not higher than 3.9 times, stepping up to 4.25 times for the twelve consecutive calendar months following the consummation of an acquisition with an aggregate consideration in excess of $375 million. The leverage ratio is calculated as total net debt divided by Adjusted EBITDA. As of June 30, 2025, and 2024, the Company was in compliance with all debt covenants.
Short-Term Debt
Short-term debt is generally used to fund working capital requirements. The Company has classified commercial paper as long-term as of June 30, 2025, in accordance with the Company’s ability and intent to refinance such obligations on a long-term basis.
The following table summarizes the carrying value of short-term debt as of June 30, 2025, and 2024, respectively:
| | | | | | | | | | | | | | |
| | | June 30, |
| ($ in millions) | | 2025 | | 2024 |
| Bank loans | | $ | 79 | | | $ | 57 | |
| Secured borrowings | | 1 | | | 3 | |
| Bank overdrafts | | 36 | | | 24 | |
| Total short-term debt | | $ | 116 | | | $ | 84 | |
As of June 30, 2025, the Company paid a weighted-average interest rate of 4.39% per annum on short-term debt, payable at maturity. As of June 30, 2024, the Company paid a weighted-average interest rate of 5.39% per annum, payable at maturity.