Sonoco Products Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement |
On March 23, 2026, Sonoco Products Company (the “Company”) entered into a credit agreement with the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent (the “Term Credit Agreement”). The Term Credit Agreement provides the Company with a delayed draw term loan facility in an aggregate principal amount of up to $300 million on an unsecured basis (the “Term Loan Facility”). The Term Loan Facility may be drawn, subject to the satisfaction of certain conditions, on or prior to September 13, 2026.
Borrowings under the Term Loan Facility, net of any prepayments, will become payable in full on the second anniversary of the Funding Date (as defined in the Term Credit Agreement). Borrowings under the Term Loan Facility will bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) the forward-looking Secured Overnight Financing Rate term rate (such borrowings, “Term SOFR Loans”), (ii) a base rate (such borrowings, “Base Rate Loans”), or (iii) a combination thereof, plus, in each case, an applicable margin calculated based on the Company’s credit ratings, ranging from 0.850% to 1.100% per annum for Term SOFR Loans and from 0.000% to 0.100% per annum for Base Rate Loans. There is no required amortization, and voluntary prepayments of borrowings under the Term Loan Facility are permissible without penalty, subject to certain conditions pertaining to minimum notice and minimum prepayment and reduction amounts as described in the Term Credit Agreement.
The Term Credit Agreement contains various customary representations and warranties and affirmative and negative covenants, including financial covenants requiring the Company to maintain (i) a minimum Book Net Worth (as defined in the Term Credit Agreement) of not less than 80% of Book Net Worth as of March 31, 2024, subject to certain adjustments, and (ii) a minimum Consolidated Interest Coverage Ratio (as defined in the Term Credit Agreement) of not less than 3.25 to 1.00, in each case as more fully described in the Term Credit Agreement. The Term Credit Agreement also contains various customary events of default (subject to grace periods, as applicable) including, among others: nonpayment of principal, interest or fees; breach of covenant; failure to make any payment when due (whether by scheduled maturity, acceleration or otherwise) in respect of certain other material indebtedness; inaccuracy of the representations or warranties in any material respect; bankruptcy or insolvency; inability to pay debts; certain unsatisfied judgments; certain ERISA-related events; the invalidity or unenforceability of the Term Credit Agreement or certain other documents executed in connection therewith; and the occurrence of a change of control.
The foregoing description of the Term Credit Agreement and the Term Loan Facility does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Term Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Certain of the lenders under the Term Loan Facility and/or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for the Company and/or its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.
| 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 1.01 is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 10.1* | Term Credit Agreement, dated as of March 23, 2026, by and among the Company, the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* 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: March 23, 2026 | By: | /s/ John M. Florence, Jr. |
| John M. Florence, Jr. | ||
| General Counsel, Secretary and Vice President | ||