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): November 15, 2019
SONOCO PRODUCTS COMPANY
Commission File No. 001-11261
Incorporated under the laws | I.R.S. Employer Identification | |||||||
of South Carolina | No. 57-0248420 |
1 N. Second St.
Hartsville, South Carolina 29550
Telephone: 843/383-7000
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, LLC |
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. ☐
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On November 15, 2019, Sonoco Products Company ("Sonoco," the “Company,” or the "Buyer"), entered into a definitive
agreement to acquire Thermoform Engineered Quality, LLC, and Plastique Holdings, LTD, (together "TEQ," or the "Target"), from ESCO Technologies, Inc. for approximately $187 million in cash.
The transaction is subject to the terms and conditions of the Equity Purchase Agreement (the "Agreement") and normal regulatory review and is projected to close by the end of 2019.
The operations being acquired consist of three thermoforming and extrusion facilities in the United States along with a thermoforming operation in the United Kingdom and thermoforming and molded-fiber manufacturing in Poland, which together employ approximately 500 associates. These facilities are capable of producing sterile, barrier packaging systems for pharmaceuticals and medical devices and recyclable molded pulp fiber packaging and thermoformed plastic packaging for multiple consumer products. The acquisition of TEQ provides a strong platform to further expand Sonoco's growing healthcare packaging business. When the transaction is completed, TEQ's financial results will be reported within the Company's Consumer Packaging segment.
The Agreement contains certain customary representations and warranties of the Buyer and Target. In addition, the Buyer
and Target have agreed to certain customary covenants and agreements, including, among others: (1) covenants relating
to the Target's conduct of business during the interim period between the execution of the Agreement and the closing;
(2) covenants of the parties to each other with respect to further assurances, updating of information and cooperation;
and (3) regulatory approvals.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to
the Agreement, which is included as Exhibit 2.1 to this report. The Agreement has been made an exhibit to this report in
accordance with Securities and Exchange Commission rules in order to provide investors and security holders with
information regarding its terms. It is not intended to provide any other financial information about the Company, the
Target, the Buyer, or their respective subsidiaries and affiliates. The representations, warranties and covenants contained
in the Agreement were made only for purposes of the Agreement and as of specific dates, are solely for the benefit of the
parties to the Agreement, may be subject to limitations agreed upon by the parties, including being qualified by
confidential disclosures made for the purposes of allocating contractual risk between the parties to the Agreement instead
of establishing these matters as facts, may be waived or modified by the parties to the Agreement, and may be subject to
standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely
on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts
or condition of the Company, the Target, the Buyer, or any of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations, warranties and covenants may change after the date of
the Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.
Section 8 - Other Events
Item 8.01 Other Events.
On November 18, 2019, Sonoco Products Company issued a news release announcing that it had signed a definitive agreement to acquire Healthcare Packaging and Medical Device Thermoformer, as discussed in Item 1.01 above. A copy of that release is attached hereto as Exhibit 99.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index | ||||||||||||||
2.1 | ||||||||||||||
99 | ||||||||||||||
101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||
Exhibit 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: November 19, 2019 | By: | /s/ Julie C. Albrecht | |||||||||||||||||||||||||||
Julie C. Albrecht | |||||||||||||||||||||||||||||
Vice President and Chief Financial Officer |