Item 1.01 Entry into a Material Definitive Agreement.
On
The 2025 Notes will bear interest at a rate of 1.800% per year and will mature
on
The Notes are the Company's senior unsecured obligations and rank equal in right of payment to the Company's other senior unsecured debt from time to time outstanding. The Indenture contains certain covenants with respect to the Company that, among other things, restrict the entry into secured indebtedness, sale and leaseback transactions and certain mergers, consolidations and transfers of all or substantially all of the Company's assets. The covenants are subject to a number of important exceptions and qualifications.
After (i)
If the transactions contemplated by the Ball Metalpack Agreement (as defined in
the Supplemental Indenture) are not consummated on or before
In addition, upon the occurrence of a Change of Control Repurchase Event (as defined in the Supplemental Indenture) with respect to any series of Notes, the Company will be required to make an offer to each holder of such series of Notes to repurchase all or any part of that holder's Notes of such series at a purchase price in cash equal to 101% of the aggregate principal amount of Notes of such series repurchased, plus any accrued and unpaid interest on the Notes of such series repurchased to the date of purchase.
The foregoing description of the Indenture and the Notes is a summary only and is qualified in its entirety by the full and complete terms of the Base Indenture and the Supplemental Indenture, copies of which are filed as Exhibit 4.1 and Exhibit 4.2 hereto, respectively, and incorporated herein by reference, and the forms of Notes, which are filed as Exhibits 4.3, 4.4 and 4.5 hereto and incorporated herein by reference.
Item 8.01 Other Events.
As a result of the completion of the Offering, the previously announced
commitment from
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 4.1 Indenture, dated as ofJune 15, 1991 , betweenSonoco Products Company andRegions Bank , as successor toThe Bank of New York Mellon Trust Company, N.A. (formerly known asThe Bank of New York Trust Company, N.A. and as successor toThe Bank of New York ), which was successor in interest toWachovia Bank of North Carolina , National Association (incorporated by reference to Exhibit 4.1 to the registrant's Registration Statement on Form S-4 (File No. 333-119863)). 4.2 Sixth Supplemental Indenture, dated as ofJanuary 21, 2022 , betweenSonoco Products Company andRegions Bank , as trustee. 4.3 Form of 1.800% Note due 2025 (included in Exhibit 4.2). 4.4 Form of 2.250% Note due 2027 (included in Exhibit 4.2). 4.5 Form of 2.850% Note due 2032 (included in Exhibit 4.2). 5.1 Opinion ofFreshfields Bruckhaus Deringer US LLP . 5.2 Opinion ofHaynsworth Sinkler Boyd, P.A . 23.1 Consent ofFreshfields Bruckhaus Deringer US LLP (included in Exhibit 5.1). 23.2 Consent ofHaynsworth Sinkler Boyd, P.A . (included in Exhibit 5.2). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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