8-K
SONOCO PRODUCTS CO (SON)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):April 1, 2025
SONOCO
PRODUCTS COMPANY
(Exact name of registrant as specified in itscharter)
| 001-11261 |
|---|
| (Commission File Number) |
| South Carolina | 57-0248420 |
|---|---|
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification Number) |
1
N. Second St.
Hartsville**,South Carolina**
29550
(Address of principal executive offices) (ZipCode)
(843
)
383-7000
(Registrant’s telephone number, includingarea code)
N/A
(Former name or former address, if changedsince 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:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| No par value common stock | SON | New York Stock Exchange |
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 2.01 | Completion of Acquisition or Disposition of Assets. |
|---|
On April 1, 2025, Sonoco Products Company, a South Carolina corporation (the “Company”), completed the previously announced sale of its Thermoformed and Flexibles Packaging business and its global Trident business (collectively, the “Business”), pursuant to the terms of the Share and Asset Purchase Agreement (as it may be amended, supplemented, or modified from time to time) (the “Purchase Agreement”), dated as of December 18, 2024, by and between the Company and TOPPAN Holdings Inc., a Japanese corporation (“Buyer”) (such sale, the “Transaction”).
Under the terms of the Purchase Agreement, the aggregate cash purchase price paid by Buyer was $1.8 billion, as adjusted in accordance with the terms of the Purchase Agreement and subject to customary post-closing adjustments as set forth in the Purchase Agreement.
In connection with the completion of the Transaction, the Company and Buyer entered into certain ancillary agreements, including a transition services agreement, pursuant to which the Company will provide specified services and licenses to Buyer following the completion of the Transaction in connection with Buyer’s operation of the Business.
The foregoing description of the Purchase Agreement and the Transaction
does not purport to be complete and is qualified in its entirety by reference to the description in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 18, 2024, which description is incorporated herein by reference, and the full text of the Purchase Agreement, a copy of which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2024, the full text of which is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On April 1, 2025, the Company issued a press release, announcing the completion of the Transaction. 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. |
|---|
(b) Pro forma financial information
The Company has omitted the inclusion of any pro forma financial information herein with respect to the Transaction as it has previously reported the results of the disposed Business as discontinued operations for all historical periods in its Annual Report on Form 10-K for the year ended December 31, 2024.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 2.1* | Share and Asset Purchase Agreement, dated as of December 18, 2024, by and between Sonoco Products Company and TOPPAN Holdings Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on December 18, 2024). |
| 99.1 | Press release, dated as of April 1, 2025. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request.
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.
| SONOCO PRODUCTS COMPANY | ||
|---|---|---|
| Date: April 1, 2025 | By: | /s/ Jerry A. Cheatham |
| Jerry A. Cheatham | ||
| Interim Chief Financial Officer |
Exhibit 99.1
| April 1, 2025 | Contact: | Roger Schrum |
|---|---|---|
| 843-339-6018 | ||
| roger.schrum@sonoco.com |
Sonoco Completes Sale of Thermoformed and FlexiblesPackaging Business to TOPPAN Holdings, Inc.
Proceeds Being Used to Reduce Approximately$1.5 Billion in Debt
HARTSVILLE, S.C.,April 01, 2025 (GLOBE NEWSWIRE) – Sonoco Products Company (“Sonoco” or the “Company”) (NYSE: SON), a core mid-cap growth and value equity which is a global leader in high-value sustainable packaging, today announced it has completed the sale of its Thermoformed and Flexibles Packaging business (“TFP”) to TOPPAN Holdings Inc. (“Toppan”) for a purchase price of approximately $1.8 billion on a cash-free and debt-free basis and subject to customary adjustments (the “Transaction”).
“Today marks a milestone in achieving our strategy to transform Sonoco into a simpler, stronger and more sustainable Company. We extend our best wishes for continued success to our approximately 4,500 former TFP teammates and their new Toppan team,” said Howard Coker, president and CEO. “As previously communicated, we are utilizing the approximately $1.5 billion of after-tax cash proceeds to reduce leverage. Sonoco is moving forward with a focused portfolio and an improved financial position that will enable us to further invest in growing our sustainable metal and fiber consumer and industrial packaging businesses.”
Goldman Sachs & Co. LLC acted as lead financial advisor to Sonoco. RBC Capital Markets, LLC also acted as financial advisor to Sonoco. Freshfields LLP acted as Sonoco’s legal advisor.
Houlihan Lokey acted as lead financial advisor and Morrison & Foerster LLP acted as legal advisor to Toppan. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. also acted as financial advisor to Toppan.
First Quarter Financial Results
Sonoco will report its first quarter 2025 financial results on Tuesday, April 29, 2025, after the market closes. The Company’s management will host a conference call to discuss these results on Wednesday, April 30, 2025, at 8:30 a.m. Eastern Time.
A live audio webcast of the call along with supporting materials will be available on the Sonoco Investor Relations website at https://investor.sonoco.com/. The webcast link is https://events.q4inc.com/attendee/885803164. A webcast replay will be available on the Company's website for at least 30 days following the call.
About Sonoco
Founded in 1899, Sonoco (NYSE: SON) is a global leader in value-added, sustainable metal and fiber consumer and industrial packaging. The Company is now a multi-billion-dollar enterprise with approximately 23,400 employees working in 285 operations in 40 countries, serving some of the world’s best-known brands. Guided by our purpose of Better Packaging. Better Life., we strive to foster a culture of innovation, collaboration and excellence to provide solutions that better serve all our stakeholders and support a more sustainable future. Sonoco was proudly named one of America’s Most Responsible Companies by Newsweek. 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
Certain statements made in this communication are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “accelerate,” “committed,” “enable,” “ensure,” “expect,” “future,” “will,” or the negative thereof, and similar expressions identify forward-looking statements.
Forward-looking statements in this communication include, but are not limited to, the Company’s anticipated effects of the divestiture on the Company’s portfolio simplification strategy, streamlining of the Company’s organizational structure, and capital investments in the Company’s remaining businesses; and the Company’s expected use of the net proceeds of the divestiture. These forward-looking statements are made based on current expectations, estimates and projections about the Company’s industry, management’s beliefs and certain assumptions made by management. Such information includes, without limitation, discussions as to guidance and other estimates, perceived opportunities, expectations, beliefs, plans, strategies, goals and objectives concerning the Company’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.
Therefore, actual results may differ materially from those expressed or forecasted in such forward-looking statements. Risks and uncertainties include, among other things, risks related to the Transaction, including the Company’s ability to realize anticipated benefits of the Transaction, or that such benefits may take longer to realize than expected; diversion of management’s attention; the potential impact of the consummation of the Transaction on relationships with employees, clients and other third parties; the Company’s ability to execute on its strategy, including with respect to portfolio simplification, organizational streamlining, and capital investments, and achieve the benefits it expects therefrom; and the other risks, uncertainties and assumptions discussed in the Company’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”. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed herein might not occur.