Item 1.01 Entry into a Material Definitive Agreement.
On May 10, 2021, Sonoco Products Company (the "Company") entered into an accelerated share repurchase agreement (the "ASR Agreement") with Wells Fargo Bank, N.A. (the "Bank") to repurchase approximately $150 million of its common stock with available cash on hand.
The Company is repurchasing shares of its common stock as part of its $350 million share repurchase program previously announced in its quarterly report on Form 10-Q filed on May 4, 2021.
Pursuant to the terms of the ASR Agreement, the Company will pay the Bank $150 million in exchange for an initial delivery of approximately 1.75 million shares. The final number of shares to be repurchased will be based on the Company's volume-weighted average share price during the repurchase period, less a discount and subject to adjustments. At final settlement, under certain circumstances, the Bank may be required to deliver to the Company additional shares of the Company's common stock or the Company may be required to deliver to the Bank additional shares of the Company's common stock (or, at the Company's election, to make a cash payment to the Bank). The final settlement is expected to occur no later than the third quarter of 2021.
The description of the ASR Agreement contained herein is qualified in its entirety by reference to the ASR Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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 8.01 Other Events.
On May 11, 2021, the Company issued a press release announcing its entry into the ASR Agreement. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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No.
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Description of Exhibits
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10.1
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*
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon request.