Sonoco Products Co. Reports 8-K Filing

TL;DR

Sonoco terminated a big deal and took on new debt. Watch this space.

AI Summary

Sonoco Products Company announced on September 17, 2024, the termination of a material definitive agreement and the creation of a direct financial obligation. The company also reported other events and filed financial statements and exhibits. Specific details regarding the agreement and the financial obligation were not provided in this summary.

Why It Matters

This filing indicates significant corporate actions, including the termination of a key agreement and the incurrence of new debt, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement and the creation of a new financial obligation suggest potential business disruptions or strategic shifts that warrant closer monitoring.

Key Players & Entities

• SONOCO PRODUCTS COMPANY (company) — Registrant
• South Carolina (location) — State of incorporation
• September 17, 2024 (date) — Date of earliest event reported
• 001-11261 (other) — SEC File Number
• 57-0248420 (other) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $4 b — acility in an aggregate amount of up to $4 billion, as previously described in the C
• $500,000,000 — d to issue and sell to the Underwriters $500,000,000 aggregate principal amount of its 4.450
• $600,000,000 — 450% Notes due 2026 (the "2026 Notes"), $600,000,000 aggregate principal amount of its 4.600
• $700,000,000 — % Notes due 2029 (the "2029 Notes") and $700,000,000 aggregate principal amount of its 5.000

Filing Documents

• tm2424361d1_8k.htm (8-K) — 38KB
• tm2424361d1_ex1-1.htm (EX-1.1) — 255KB
• tm2424361d1_ex4-2.htm (EX-4.2) — 214KB
• tm2424361d1_ex5-1.htm (EX-5.1) — 13KB
• tm2424361d1_ex5-2.htm (EX-5.2) — 14KB
• tm2424361d1_ex1-1img01.jpg (GRAPHIC) — 4KB
• tm2424361d1_ex5-1img001.jpg (GRAPHIC) — 2KB
• tm2424361d1_ex5-2img001.gif (GRAPHIC) — 3KB
• tm2424361d1_ex5-2img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-101348.txt ( ) — 833KB
• son-20240917.xsd (EX-101.SCH) — 3KB
• son-20240917_lab.xml (EX-101.LAB) — 33KB
• son-20240917_pre.xml (EX-101.PRE) — 22KB
• tm2424361d1_8k_htm.xml (XML) — 3KB

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On September 19, 2024, in connection with the consummation of the Offering (as defined in Item 8.01 of this Current Report on Form 8-K), pursuant to the terms of the Bridge Facility Commitment Letter, dated June 22, 2024, among Sonoco Products Company (the "Company") and certain financial institutions (the "Bridge Facility Commitment Letter"), which provided for a the 364-day senior unsecured bridge term loan facility in an aggregate amount of up to $4 billion, as previously described in the Company's Current Report on Form 8-K filed on June 24, 2024 (the "Bridge Facility"), the Company terminated the entire remaining amount of the commitments under the Bridge Facility and terminated the Bridge Facility Commitment Letter. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On September 17, 2024, the Company entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule A thereto (collectively, the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters $500,000,000 aggregate principal amount of its 4.450% Notes due 2026 (the "2026 Notes"), $600,000,000 aggregate principal amount of its 4.600% Notes due 2029 (the "2029 Notes") and $700,000,000 aggregate principal amount of its 5.000% Notes due 2034 (the "2034 Notes" and, together with the 2026 Notes and the 2029 Notes, the "Notes") in a registered public offering (the "Offering"). The Offering was made pursuant to the Company's Registration Statement on Form S-3 (File No. 333-266837), including a prospectus supplement dated September 17, 2024 to the prospectus contained therein dated August 12, 2022, filed by the Company with the Securities and Exchange Commission. On September 19, 2024, the Company completed the Offering and issued the Notes. The Notes are governed by and were issued pursuant to the terms of the indenture dated as of June 15, 1991 (the "Base Indenture") between the Company and Regions Bank, as successor to The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) and as successor to The Bank of New York, which was successor in interest to Wachovia Bank of North Carolina, National Association, as trustee (the "Trustee"), as supplemented by the Seventh Supplemental Indenture dated as of September 19, 2024 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture") between the Company and the Trustee. The 2026 Notes will bear interest at a rate of 4.450% per year and will mature on September 1, 2026. The 2029 Notes will bear interest at a rate of 4.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 1.1 Underwriting Agreement, dated September 17, 2024, among Sonoco Products Company and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule A thereto. 4.1 Indenture, dated as of June 15, 1991, between Sonoco Products Company and Regions Bank, as successor to The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) and as successor to The Bank of New York, which was successor in interest to Wachovia Bank of North Carolina, National Association (incorporated by reference to Exhibit 4.1 to the registrant's Registration Statement on Form S-4 (File No. 333-119863)). 4.2 Seventh Supplemental Indenture, dated as of September 19, 2024, between Sonoco Products Company and Regions Bank, as trustee. 4.3 Form of 4.450% Note due 2026 (included in Exhibit 4.2). 4.4 Form of 4.600% Note due 2029 (included in Exhibit 4.2). 4.5 Form of 5.000% Note due 2034 (included in Exhibit 4.2). 5.1 Opinion of John M. Florence, Jr., Esq. 5.2 Opinion of Freshfields Bruckhaus Deringer US LLP. 23.1 Consent of John M. Florence, Jr., Esq. (included in Exhibit 5.1). 23.2 Consent of Freshfields Bruckhaus Deringer US LLP (included in Exhibit 5.2). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. SONOCO PRODUCTS COMPANY Date: September 19, 2024 By: /s/ Robert R. Dillard Name: Robert R. Dillard Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR