Item 1.01 Entry into a Material Definitive Agreement.

On January 11, 2022, Sonoco Products Company (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule A thereto (collectively, the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters $400,000,000 aggregate principal amount of its 1.800% Notes due 2025, $300,000,000 aggregate principal amount of its 2.250% Notes due 2027 and $500,000,000 aggregate principal amount of its 2.850% Notes due 2032 in a registered public offering (the "Offering").

The Offering is being made pursuant to the Company's Registration Statement on Form S-3 (File No. 333-232937), including a prospectus supplement dated January 11, 2022 to the prospectus contained therein dated August 1, 2019, filed by the Company with the Securities and Exchange Commission. The Offering is expected to close on January 21, 2022, subject to customary closing conditions.

The foregoing description of the Underwriting Agreement is a summary only and is qualified in its entirety by the full and complete terms of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



  1.1     Underwriting Agreement, dated January 11, 2022, among Sonoco Products
        Company and J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as
        representatives of the several underwriters named in Schedule A thereto.

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).




Forward-Looking Statements



This communication includes "forward-looking statements" within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements include statements regarding the Company's intentions or current expectations concerning, among other things, the satisfaction of conditions to the closing of the Offering and the timing and consummation of the Offering. Such forward-looking statements are based on the Company's beliefs and assumptions and on information currently available to it on the date of this report. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements, including but not limited to risks regarding the ability of the Company to satisfy the conditions to closing and to complete the Offering on its expected timing, or at all. The forward-looking statements in this communication are made only as of the date hereof. Except to the extent required by law, the Company undertakes no obligation to update such forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made.

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