On June 22, 2024, the Company entered into a definitive agreement to acquire all of the issued and outstanding equity interests in Titan Holdings I B.V. (“Eviosys”) from an affiliate of KPS Capital Partners, LP for €3,615,000 (approximately $3,900,000) on a cash-free and debt-free basis and subject to customary adjustments. Eviosys, a global supplier of metal packaging that produces food cans and ends, aerosol cans, metal closures and promotional packaging with a large metal food can manufacturing footprint in the Europe, Middle East, and Africa region, has approximately 6,300 employees in 44 manufacturing facilities across 17 countries. This acquisition is expected to accelerate the Company’s strategy to focus on and scale its core businesses. The acquisition of Eviosys is expected to close by the end of 2024, subject to the satisfaction or waiver of customary closing conditions, including expiration, termination or receipt of the applicable waiting period or clearances, as applicable, under certain specified antitrust laws. See Note 9 for information regarding how the Company plans to fund the pending Eviosys acquisition.

On December 1, 2023, the Company completed the acquisition of Inapel Embalagens Ltda. (“Inapel”), a manufacturer of single-layer and multilayer materials for flexible packaging in Brazil, for net consideration of $64,390, including $59,228 of cash paid at closing. During the second quarter of 2024, the Company paid additional consideration in the amount of $2,340 and a final net working capital settlement in the amount of $489. Additional obligations to the seller totaling $2,333 are expected to be paid before the end of 2024 and are recorded in “Payable to suppliers” in the Company’s Condensed Consolidated Balance Sheet as of September 29, 2024. With the acquisition of Inapel, the Company added approximately 500 employees and two manufacturing locations in the São Paulo region of Brazil. The financial results of Inapel are included in the Company’s Consumer Packaging segment.


	Initial Allocation		Measurement Period Adjustments		Preliminary Allocation
Trade accounts receivable	$	30,301	$	(133)	$	30,168
Other receivables	6,088		(465)		5,623
Inventories	9,269		—		9,269
Prepaid expenses	1,430		—		1,430
Property, plant and equipment	11,456		17,425		28,881
Right of use asset - operating leases	217		—		217
Other intangible assets	8,653		188		8,841
Goodwill	15,704		(7,454)		8,250
Other assets	793		—		793
Payable to suppliers	(15,899)		2,951		(12,948)
Accrued expenses and other	(5,733)		(1,350)		(7,083)


Noncurrent operating lease liabilities	(117)		—		(117)

Deferred income taxes	(2,934)		(6,000)		(8,934)
Total purchase price, net of cash acquired	$	59,228	$	5,162	$	64,390

The allocation of the purchase price of Inapel to the tangible and intangible assets acquired and liabilities assumed, as reflected under the heading “Preliminary Allocation” in the table above, is based on the Company’s preliminary determinations of fair value using information currently available. Management is continuing to finalize its valuation of certain assets and liabilities including, but not limited to, inventory; property, plant and equipment; goodwill; other intangible assets; and deferred income taxes. The Company expects to complete its valuations during the fourth quarter of 2024.

On September 8, 2023, the Company completed the acquisition of the remaining 65% ownership interest in RTS Packaging, LLC (“RTS Packaging”) from joint venture partner WestRock Company (“WestRock”) and the acquisition of a paper mill in Chattanooga, Tennessee (the “Chattanooga Mill”) from WestRock for net cash consideration of $313,388. In December 2023, the Company agreed to a final working capital settlement of $452, which was paid to WestRock in January 2024. Prior to completing the acquisitions, the Company held a 35% ownership interest in the RTS Packaging joint venture which was formed in 1997 and combined the former protective packaging operations of WestRock and Sonoco to market recycled paperboard to glass container manufacturers and producers of wine, liquor, food, and pharmaceuticals. The financial results of RTS Packaging and the Chattanooga Mill are included in the Company’s Industrial Paper Packaging segment.

On September 8, 2023, the fair value of the Company’s 35% ownership interest in RTS Packaging was determined to be $59,472 based on the cash consideration exchanged for acquiring the remaining 65% ownership interest in RTS Packaging adjusted for the deemed payment of a control premium, and the carrying value of the 35% ownership interest in RTS Packaging was $8,654. The Company recognized a net gain of $44,029 resulting from this remeasurement to fair value and the reclassification of certain amounts related to the Company’s 35% ownership interest in RTS Packaging out of “Accumulated other comprehensive loss,” including foreign currency translation losses of $2,033 and losses related to defined benefit pension plans of $4,756. The net gain from such remeasurement and reclassification was recorded in “Other income, net” in the Company’s Condensed Consolidated Statements of Income for the period ended October 1, 2023.

The Company also recognized a loss of $7,086 on the settlement of a contract associated with the Chattanooga Mill. The contract was determined to have unfavorable terms given market conditions at the time of the acquisition. This loss is reflected in “Other income, net” in the Company’s Condensed Consolidated Statements of Income for the period ended October 1, 2023. This loss, along with the settlement of a note receivable from RTS Packaging held by the Company on the acquisition date, are reflected as components of purchase consideration transferred in connection with these acquisitions.


	Purchase Consideration
Cash consideration, net of cash acquired	$	313,388
Fair value of previously held ownership interest in RTS Packaging	59,472
Final working capital adjustment	452
Settlement of preexisting relationships	1,235
Purchase consideration transferred	$	374,547

During the three-month period ended September 29, 2024, the Company finalized its valuations of the assets acquired and liabilities assumed in the acquisitions of the remaining ownership interest in RTS Packaging and the Chattanooga Mill. As a result, final fair values reflecting adjustments made during the measurement period are as follows:


	Initial Allocation		Measurement Period Adjustments		Final Allocation
Trade accounts receivable	$	17,488	$	—	$	17,488

Inventories	20,209		(947)		19,262
Prepaid expenses	2,720		(589)		2,131
Property, plant and equipment	73,483		753		74,236
Right of use asset - operating leases	34,604		290		34,894
Other intangible assets	199,560		(8,995)		190,565
Goodwill	92,657		14,909		107,566
Other assets	2,465		(412)		2,053
Payable to suppliers	(7,320)		—		(7,320)
Accrued expenses and other	(15,167)		(25)		(15,192)
Notes payable and current portion of long-term debt	(24)		—		(24)
Noncurrent operating lease liabilities	(29,905)		—		(29,905)
Pension and other postretirement benefits	(10,761)		(768)		(11,529)
Long-term debt	(1,942)		—		(1,942)
Deferred income taxes	(3,419)		(2,502)		(5,921)
Other long-term liabilities	(3,293)		1,478		(1,815)
Net assets acquired	$	371,355	$	3,192	$	374,547

The Company has accounted for these acquisitions as business combinations under the acquisition method and has included the results of operations of the acquired businesses in the Company’s Condensed Consolidated Statements of Income for the nine-month period ended September 29, 2024. The Company believes that these acquisitions were not material to the periods presented and are therefore not subject to the ASC 805 requirement to provide supplemental pro-forma financial information. Accordingly, this information is not presented herein.

In September 2024, the Company entered into agreements to sell two of its production facilities in China, both of which are part of the Company’s Industrial Paper Packaging segment, for approximately $419. The sale of these facilities is expected to be completed in the fourth quarter of 2024. As a result of the pending sale, the Company wrote down the carrying amounts of the asset group to their estimated fair values based on the expected selling price less estimated costs to sell and recognized a loss of $29,965 in the third quarter of 2024. This loss is included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income. The fair value was determined from purchase prices reflected in the purchase and sale agreements, which is considered a Level 2 fair value measurement.

On April 1, 2024, the Company completed the sale of its Protective Solutions business (“Protexic”), part of the All Other group of businesses, to Black Diamond Capital Management, LLC (“Black Diamond”) for cash proceeds of $80,267. This business provided foam components and integrated material solutions for various industrial end markets. This sale was the result of the Company’s continuing evaluation of its business portfolio and is consistent with the Company’s strategic and investment priorities. In connection with the Protexic divestiture, the Company wrote off net assets totaling $74,126, including $16,559 of allocated goodwill and reclassified $2,913 of cumulative translation adjustment losses from Accumulated Other Comprehensive Loss, recognizing a preliminary pretax gain on the divestiture of $3,228 during the second quarter of 2024. In the third quarter of 2024, the Company paid a final net working capital adjustment of $1,805 to Black Diamond, resulting in a net pretax gain of $1,423 for the nine-month period ended September 29, 2024, which is included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income. The Company used the majority of the cash proceeds from the sale to pay down debt.

On July 1, 2023, the Company completed the sale of its U.S. BulkSak business, which consisted of the manufacturing and distribution of flexible intermediate bulk containers, plastic and fiber pallets, and custom fit liners and was a part of the Company’s Industrial Paper Packaging segment, to U.S. BulkSak Holdings, LLC. The cash selling price, as adjusted for the final working capital settlement, was $20,271 with cash proceeds totaling $18,271 received in 2023, and the remaining $2,000 held in escrow to be released to the Company within eighteen months from the date of the sale, pursuant to the settlement of any indemnity claims. The escrow balance of $2,000 is reflected in “Other receivables” on the Company’s Condensed Consolidated Balance Sheet as of September 29, 2024. As a result of the U.S. BulkSak divestiture, the Company wrote off net assets totaling $13,437, including $3,333 of allocated goodwill, and recognized a total pretax gain of $6,834 upon completion of the sale. The gain, of which $7,371 was recognized in the second quarter of 2023 as reflected in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income, was reduced by $537 in the third quarter of 2023 upon the final working capital settlement.

On January 26, 2023, the Company completed the sale of its Sonoco Sustainability Solutions (“S3”) business, a provider of customized waste and recycling management programs and part of the Company’s Industrial Paper Packaging segment, to Northstar Recycling Co. (“Northstar”). The Company received cash proceeds of $13,839 at closing. An additional $1,500 of cash proceeds were released to the Company from escrow in September 2024. The Company wrote off net assets totaling $4,274 as part of the divestiture of the business, including $3,042 of allocated goodwill, and recognized a pretax gain of $11,065 during the first quarter of 2023. In the second quarter of 2024, upon resolution of certain contingencies, the Company received cash proceeds and recognized an additional pretax gain of $1,250 on the sale. These gains are included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income for their respective periods.

On January 26, 2023, in connection with the sale of the S3 business, the Company acquired a 2.7% equity interest in Northstar valued at $5,000. This investment is being accounted for under the measurement alternative (i.e., cost less impairment, adjusted for any qualifying observable price changes).

The sales of the production facilities in China and the Protexic, U.S. BulkSak, and S3 businesses did not represent a strategic shift for the Company and did not have a major effect on its operations or financial results. Consequently, these sales did not meet the criteria for reporting as discontinued operations.

With the completion of Project Horizon, the Company’s project to convert the corrugated medium machine in Hartsville, South Carolina, to produce uncoated recycled paperboard, the Company now produces paper exclusively from recycled fibers and no longer requires natural tree fiber for production. Accordingly, on March 29, 2023, the Company sold its timberland properties, totaling approximately 55,000 acres, to Manulife Investment Management for net cash proceeds of $70,802. The Company disposed of assets with a net book value of $9,857 as part of the sale, and recognized a pretax gain from the sale of these assets of $60,945 during the three-month period ended April 2, 2023, which is included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income.

During the second quarter of 2024, the Company increased its ownership investment in a small South Carolina-based designer and manufacturer of sustainable protective packaging solutions from 20.5% to 39.9%. The Company acquired its initial ownership interest in June 2022. The preferred stock investment increased by $18,512 during the second quarter of 2024, which included a $10,000 cash payment, a $5,400 remeasurement of the fair value of the existing investment, and a $2,500 conversion of the carrying value of the outstanding convertible notes into a preferred series stock investment, which yielded a $467 fair value increase and a $145 increase for interest income earned. The outstanding investment of $21,212 as of September 29, 2024 is included within “Other assets” in the Company’s Condensed Consolidated Balance Sheet. The remeasurement of the carrying value of the existing investment to fair value during the second quarter of 2024 resulted in a gain of $5,867 and interest income of $145, which are included in “Other income, net” and “Interest income,” respectively, in the Company’s Condensed Consolidated Statements of Income.

Acquisition, integration, and divestiture-related costs totaled $49,804 and $77,734 during the three- and nine-month periods ended September 29, 2024, respectively, primarily related to the pending Eviosys acquisition. These costs included $19,623 and $47,553 incurred during the three- and nine-month periods ended September 29, 2024, respectively, for legal and professional fees and other integration and acquisition adjustments that are included in “Selling, general and administrative expenses,” and losses on treasury lock derivative instruments and amortization of financing fees totaling $30,181 related to debt instruments associated with the financing of the pending Eviosys acquisition that are included in “Interest expense” in the Company’s Condensed Consolidated Statements of Income.

Acquisition, integration, and divestiture-related costs totaled $12,472 and $22,192 during the three- and nine-month periods ended October 1, 2023, respectively. These costs included $7,525 and $17,245 incurred during the three- and nine-month periods ended October 1, 2023, respectively, for legal and professional fees, investment banking fees, and other transaction costs that are included in “Selling, general and administrative expenses,” and $4,947 of amortization of the fair value step-up of inventory, which is included in “Cost of sales” in the Company’s Condensed Consolidated Statements of Income.