Sonoco (NYSE: SON), one of the largest diversified global packaging
companies (“Sonoco”), today announced that as of 5:00 p.m., New
York City time, on May 11, 2021 (the “Early Tender Deadline”),
$63,206,000 principal amount of its outstanding 5.75% Senior Notes
due 2040 (the “Notes”) have been tendered in its previously
announced cash tender offer (the “Offer”) to purchase up to
$300,000,000 aggregate principal amount (the “Tender Cap”) of the
Notes, as well as the anticipated early settlement date for the
Offer on May 13, 2021 (the “Early Settlement Date”).
The Offer commenced on April 28, 2021 and will
expire at 11:59 p.m., New York City time, on May 25, 2021 (such
time and date, as the same may be extended, the “Expiration Date”).
No tenders will be valid if submitted after the Expiration Date.
The terms and conditions of the Offer are described in the Offer to
Purchase, dated April 28, 2021 (as it may be amended or
supplemented from time to time, the “Offer to Purchase”).
The following table sets forth some of the terms
of the Offer:
Title ofSecurity |
CUSIP Number |
Principal Amount Outstanding |
Reference U.S. Treasury Security |
Bloomberg Reference Page(1) |
Fixed Spread (basis points) |
Principal Amount Tendered |
5.75% Senior Notes due 2040 |
835495AJ1 |
$600,000,000 |
1.625% UST due November 15, 2050 |
FIT 1 |
120 bps |
$63,206,000 |
(1) The applicable page on Bloomberg from
which the Dealer Manager named below will quote the bid side prices
of the Reference U.S. Treasury Security (each, as defined
herein). In the above table, “UST” denotes
a U.S. Treasury Security.
Sonoco will accept for purchase all $63,206,000
aggregate principal amount of Notes validly tendered and not
validly withdrawn prior to the Early Tender Deadline.
The deadline to validly withdraw tenders was 5:00
p.m., New York City time, on May 11, 2021, and no withdrawal rights
shall exist for tenders submitted after the Early Tender Deadline
except in certain limited circumstances where additional withdrawal
rights are required by law. The consideration paid in the Offer for
Notes that are validly tendered and not validly withdrawn at or
prior to the Early Tender Deadline and accepted for purchase will
be determined in the manner described in the Offer to Purchase by
reference to a fixed spread over the yield to maturity (the
“Reference Yield”) of the Reference U.S. Treasury Security
specified in the table above and in the Offer to Purchase
(the “Total Consideration”), and includes an early tender
premium of $50.00 per $1,000 principal amount of the Notes accepted
for purchase (the “Early Tender Premium”) plus accrued and unpaid
interest up to, but not including, the Early Settlement Date. The
Reference Yield will be determined at 10:00 a.m., New York City
time, today, unless extended by Sonoco.
Holders of Notes who validly tender their Notes
following the Early Tender Deadline but on or prior to the
Expiration Date will only receive the “Tender Offer Consideration”
per $1,000 principal amount of any such Notes validly
tendered and not validly withdrawn by such holders that are
accepted for purchase, which is equal to the Total Consideration
minus the Early Tender Premium.
Sonoco reserves the right, but is under no
obligation, to increase, decrease or eliminate the Tender Cap at
any time, subject to applicable law, which could result in Sonoco
purchasing a greater or lesser aggregate principal amount of the
Notes, and Sonoco may do so without extending the Early Tender
Deadline, the Withdrawal Deadline or the Expiration Date.
Tenders of Notes will be accepted only in
principal amounts equal to $2,000 or integral multiples of $1,000
in excess thereof. The Offer is not conditioned on any minimum
principal amount of Notes being tendered. Sonoco’s obligation to
accept for payment and to pay for the Notes validly tendered and
not validly withdrawn in the Offer is subject to the satisfaction
or waiver of a number of conditions described in the Offer to
Purchase. Sonoco reserves the absolute right, subject to
applicable law, to: (i) waive any or all conditions to the Offer;
(ii) extend, terminate or withdraw the Offer; (iii) increase,
decrease or eliminate the Tender Cap without extending the Early
Tender Deadline, the Withdrawal Deadline or the Expiration Date,
which could result in Sonoco’s purchasing a greater or lesser
aggregate principal amount of the Notes; or (iv) otherwise amend
the Offer in any respect.
None of Sonoco or its board of
directors, J.P. Morgan Securities LLC (the “Dealer
Manager”), D.F. King & Co., Inc., or The Bank of New
York Mellon Trust Company, NA., as trustee under the indenture
pursuant to which the Notes were issued, is making any
recommendation as to whether holders should tender any Notes in the
Offer. Holders must make their own decisions as to whether to
tender any of their Notes, and, if so, the principal amount of
Notes to tender. Holders should consult their own tax, accounting,
financial and legal advisers as they deem appropriate regarding the
suitability of the tax, accounting, financial and legal
consequences of participating or declining to participate in the
Offer.
Information Relating to the
Offer
Sonoco has retained J.P. Morgan Securities LLC as
Dealer Manager. D.F. King & Co., Inc. is the Tender Agent and
Information Agent. For additional information regarding the terms
of the tender offer, please contact J.P. Morgan Securities LLC at
(866) 834-4666 (toll-free) or (917) 808-9154 (collect). Requests
for documents and questions regarding the tendering of securities
may be directed to D.F. King & Co., Inc. by telephone at (212)
269-5550 (for banks and brokers only), (866) 356-7814 (for all
others toll-free) or by email at sonoco@dfking.com or to the Dealer
Manager at the above telephone numbers.
This press release does not constitute an offer or
an invitation by Sonoco to participate in the Offer in any
jurisdiction in which it is unlawful to make such an offer or
solicitation. The Offer is being made only pursuant to the Offer to
Purchase, and the information in this press release is qualified by
reference to such Offer to Purchase. This press release is not an
offer to purchase any other securities of Sonoco.
About Sonoco Founded in 1899,
Sonoco is a global provider of consumer, industrial, healthcare and
protective packaging. With annualized net sales of approximately
$5.2 billion, the Company has 20,000 employees working in more than
300 operations in 34 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 was listed as
one of Fortune’s World’s Most Admired Companies 2021 as well as
being included in Barron's 100 Most Sustainable Companies for the
third year in a row.
Forward-looking Statements
Statements included herein that are not historical
in nature, are intended to be, and are hereby identified as
“forward-looking statements” for purposes of the safe harbor
provided by Section 21E of the Securities Exchange Act of 1934, as
amended. Such forward-looking statements are based on current
expectations, estimates and projections about our industry,
management's beliefs and certain assumptions made by management.
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. 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. Additional information
concerning some of the factors that could cause materially
different results is included in the Company’s reports on forms
10-K, 10-Q and 8-K filed with the Securities and Exchange
Commission. Such reports are available from the Securities and
Exchange Commission’s public reference facilities and its website
and from the Company’s investor relations department and the
Company’s website.
Contact: |
|
Roger Schrum |
|
|
+843-339-6018 |
|
|
roger.schrum@sonoco.com |
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