Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On September 8, 2025, Sonoco Products Company, a South Carolina corporation
(the “Company”) issued a press release announcing that the Company has entered into a Share and Asset Purchase Agreement
(the “Purchase Agreement”) with Arctic US Bidco, Inc., a Delaware corporation (“Buyer”). As further
discussed in the press release, pursuant to the Purchase Agreement, on the terms and subject to the conditions set forth therein, Buyer
will acquire the ThermoSafe business (the “Business”) of the Company (the “Transaction”). A copy
of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in this Item 7.01 and in the attached Exhibit
99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events
On September 7, 2025, the Company entered into the Purchase
Agreement to sell the Business to Buyer, for a total purchase price of up to $725,000,000. The purchase price consists of $650,000,000
on a cash-free and debt-free basis payable at closing and subject to customary adjustments, and additional consideration of up to $75,000,000
if certain performance measures for calendar year 2025 are met. The Transaction is subject to customary closing conditions, including
regulatory review, and is expected to be completed by the end of 2025.
Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K and Exhibit
99.1 hereto with respect to the proposed Transaction are forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Words such as “committed,” “enable,” “expect,” “future,” “will,”
“projected” or the negative thereof, and similar expressions identify forward-looking statements.
Forward-looking statements in this Current Report on Form 8-K and Exhibit
99.1 hereto include, but are not limited to, the expected timing of the closing of the Transaction; the ability of the parties to complete
the Transaction considering the various closing conditions; the expected benefits of the Transaction; the Company’s anticipated
effects of the Transaction on the Company’s portfolio simplification strategy, streamlining of the Company’s organizational
structure, and capital investments in the Company’s remaining businesses; and the Company’s expected use of the net proceeds
of the Transaction. These forward-looking statements are made based on current expectations, estimates and projections about the Company’s
industry, management’s beliefs and certain assumptions made by management. Such information includes, without limitation, discussions
as to guidance and other estimates, perceived opportunities, expectations, beliefs, plans, strategies, goals and objectives concerning
the Company’s future financial and operating performance. 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. Risks and uncertainties include, among other things, risks related to the Transaction,
including that the Transaction will not be completed on the timing or terms the Company anticipates, or at all; the ability to receive
regulatory approvals for the Transaction in a timely manner, on acceptable terms or at all, or to satisfy the other closing conditions
to the Transaction; the Company’s ability to realize anticipated benefits of the Transaction, or that such benefits may take longer
to realize than expected; diversion of management’s attention; the potential impact of the announcement or consummation of the Transaction
on relationships with employees, clients and other third parties; the Company’s ability to execute on its strategy, including with
respect to portfolio simplification, organizational streamlining, and capital investments, and achieve the benefits it expects therefrom;
and the other risks, uncertainties and assumptions discussed in the Company’s filings with the Securities and Exchange Commission,
including its most recent reports on Forms 10-K and 10-Q, particularly under the heading “Risk Factors”. Except as required
by applicable law, 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.