8-K

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): September 28, 2022

SONOCO PRODUCTS COMPANY

Commission File No. 001-11261

1 N. Second St.

Hartsville, South Carolina 29550

(Address of principal executive offices)(zip code)

Telephone: (843) 383-7000

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

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:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

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

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01    Regulation FD Disclosure.

On September 28, 2022, Sonoco Products Company (the “Company”) issued a press release announcing that it had entered into a definitive agreement to acquire S.P. Holding, Skjern A/S ("Skjern"), a privately-owned manufacturer of paper based in Skjern, Denmark, for an aggregate all-cash purchase price of 675 million Danish Krone (approximately $88 million). The Transaction is expected to close in the fourth quarter of 2022, subject to customary closing conditions. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information set forth in this Item 7.01 and in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

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.

Document

Exhibit 99.1

Sonoco to Expand European Manufacturing with the Acquisition of Skjern Paper in Denmark

HARTSVILLE, S.C., U.S. – September 28, 2022 – Sonoco (NYSE: SON), a diversified global packaging leader, announced today it has entered into a definitive agreement to acquire S.P. Holding, Skjern A/S (“Skjern”), a privately owned manufacturer of paper based in Skjern, Denmark. The acquisition expands production capacity for customers and Sonoco converting operations throughout Europe and bordering regions. The estimated $88 million (675 million DKK) all-cash transaction has been unanimously approved by Sonoco’s Board of Directors and is expected to be completed in the fourth quarter of 2022, subject to customary closing conditions.

Founded in 1965, Skjern is a leading producer of high-grade paperboard from 100% recycled paper for rigid paper containers, tubes and cores, and other applications. The company has robust sustainability programs in place for renewable energy and CO2 emission reduction and operations are powered by a biomass boiler, which reduces reliance on natural gas. In 2022, Skjern is expected to achieve annual sales of $50 million and the transaction is expected to be immediately accretive to both earnings per share and cash flow.

“This acquisition builds on Sonoco’s previously articulated strategy to invest in our core businesses while capitalizing on the growing market for sustainable paper and packaging products in Europe,” said Howard Coker, Sonoco’s President and CEO. “Skjern has a strong reputation for high quality output from efficient and low emission operations, which aligns well with Sonoco’s overall commitment to a circular economy and the reduction of greenhouse gasses. With this acquisition, Sonoco is better positioned to be a trusted provider to new and existing customers and to further accelerate organic growth in Europe. We warmly welcome the Skjern team to the Sonoco family.”

About Sonoco

Founded in 1899, Sonoco (NYSE:SON) is a global provider of consumer and industrial packaging and products. With net sales of approximately $5.6 billion in 2021, the Company has approximately 22,000 employees working in more than 300 operations in 32 countries serving some of the world’s best-known brands in some 85 nations. Sonoco is committed to creating sustainable products, services and programs for our customers, employees and communities that support our corporate purpose of Better Packaging. Better Life. The Company ranked first in the Packaging sector on Fortune's World's Most Admired Companies for 2022 as well as being included in Barron's 100 Most Sustainable Companies for the fourth-consecutive year. For more information on the Company, visit our website at www.sonoco.com.

North Second Street

Hartsville, S.C. 29550 USA

843-383-7794

www.sonoco.com

Forward-Looking Statements

This news release includes forward-looking statements. Such forward-looking statements are based on current expectations, estimates and projections about Sonoco and Skjern, the industry and certain assumptions made by management. Such information includes, without limitation, discussions as to guidance and other estimates, accretion to Sonoco earnings per share and cash flow, expected synergies and other perceived opportunities, expectations, beliefs, plans, strategies, goals and objectives concerning Sonoco’s and Skjern’s future financial and operating performance. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including the ability of the parties to complete the transaction on the anticipated timetable, the parties’ ability to satisfy the closing conditions to the transaction and the ability of Sonoco to realize the anticipated benefits and synergies from the transaction, and the other risks, uncertainties and assumptions discussed in Sonoco’s filings with the Securities and Exchange Commission, including its most recent reports on Forms 10-K and 10-Q, particularly under the heading “Risk Factors.” Therefore, actual results may differ materially from those expressed or forecasted in such forward-looking statements. Sonoco undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.