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Acquisitions and divestitures | 12 Months Ended
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Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisitions and divestitures | Acquisitions and divestitures Eviosys Acquisition On December 4, 2024, the Company completed the acquisition of all issued and outstanding equity interests in Eviosys from an affiliate of KPS Capital Partners, LP for net cash consideration of $3,789,826. 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 6,500 employees in 44 manufacturing facilities across 17 countries. The Company funded the Eviosys acquisition, including related fees and expenses, with the net proceeds from the registered public offering of senior unsecured notes, borrowings from two term loan facilities, and cash on hand. See Note 11 for more information. The financial results of Eviosys are included in the Company’s Consumer Packaging segment. In order to fund the Eviosys acquisition in euros, the Company entered into foreign currency forward contracts during the month of October 2024 with varying settlement dates to sell USD and buy euro. Upon settlement of these trades, the Company, a USD functional currency entity, held euro denominated cash balances between the date of settlement and the December 4, 2024 closing date of the acquisition. Such euro cash balances, being monetary assets, were subject to remeasurement in the intervening period between settlement and December 4, 2024, resulting in the recognition of a $113,697 remeasurement loss. This loss is reflected in “Other (expenses)/income, net” in the Company’s Consolidated Statement of Income for the year ended December 31, 2024. The majority of the remeasurement loss was non-cash in nature; however, included in the remeasurement loss are cash payments to counterparties totaling $34,414 reflecting the settlement of a tranche of the foreign currency forward contracts. The Company no longer holds significant euro-denominated cash on its USD functional currency entity that would be subject to future remeasurement gain/loss. The Company’s preliminary fair values of the assets acquired and liabilities assumed in the acquisition of Eviosys, are as follows:
|  |  |  |  | Preliminary Allocation
Trade accounts receivable |  |  |  |  | $ | 300,385 |
Other receivables |  |  |  |  | 114,634 |
Inventories |  |  |  |  | 445,945 |
Prepaid expenses |  |  |  |  | 47,509 |
Property, plant and equipment |  |  |  |  | 1,057,779 |
Right of use asset - operating leases |  |  |  |  | 43,566 |
Other intangible assets |  |  |  |  | 1,967,678 |
Goodwill |  |  |  |  | 1,285,518 |
Long-term deferred income taxes |  |  |  |  | 39,023 |
Other assets |  |  |  |  | 3,330 |
Payable to suppliers |  |  |  |  | (518,766) |
Accrued expenses and other |  |  |  |  | (168,529) |
Accrued wages and other compensation |  |  |  |  | (41,749) |
Notes payable and current portion of long-term debt |  |  |  |  | (76,438) |
Noncurrent operating lease liabilities |  |  |  |  | (32,022) |
Pension and other postretirement benefits |  |  |  |  | (51,849) |
Deferred income taxes |  |  |  |  | (599,941) |
Other long-term liabilities |  |  |  |  | (16,714) |
Noncontrolling Interests |  |  |  |  | (9,533) |
Net assets acquired |  |  |  |  | $ | 3,789,826 |
The preliminary allocation of the purchase price of Eviosys to the tangible and intangible assets acquired and liabilities assumed, as reflected in the table above, is based on the Company’s preliminary allocations of their respective fair values, based on 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; operating leases; and deferred income taxes, and expects to complete its valuations within one year of the date of acquisition. Factors comprising goodwill for Eviosys, none of which is expected to be deductible for income tax purposes, include increased access to certain markets and the value of the assembled workforce. The following table presents the financial results for Eviosys from December 4, 2024, the date of acquisition, through December 31, 2024:
Supplemental Information |  | December 4 to
Eviosys |  | December 31, 2024
Net sales |  | $ | 115,031 |
Net loss |  | $ | 15,086 |
The following table presents the Company’s pro forma consolidated results for the years ended December 31, 2024 and December 31, 2023, assuming the acquisition of Eviosys had occurred on January 1, 2023. This pro forma information is presented for informational purposes only and does not purport to represent the results of operations that would have been achieved if the acquisition had been completed at the beginning of 2023, nor is it necessarily indicative of future consolidated results.
Pro Forma Supplemental Information |  |  | Years Ended
Consolidated |  |  |  | December 31, 2024 | December 31, 2023
Net sales |  |  |  | $ | 7,546,920 |  | $ | 8,032,135 |
Net income from continuing operations |  |  |  | $ | 159,926 |  | $ | 112,963 |
Net income attributable to Sonoco 1 |  |  |  | $ | 255,800 |  | $ | 208,436 |
1 Includes results of discontinued operations The pro forma information above does not project the Company’s expected results for any future period and gives no effect to any future synergistic benefits that may result from the combination or the costs of integrating the acquired operations with those of the Company. Pro forma information for the years ended December 31, 2024 and December 31, 2023 includes adjustments to depreciation, amortization, and income taxes based upon the preliminary fair value allocation of the purchase price to Eviosys’ tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2023. Interest expense on the additional debt issued by the Company to fund the acquisition and retention bonuses incurred related to the acquisition are also included in the pro forma information as if the acquisition had occurred on January 1, 2023. Acquisition-related costs of $272,303 include the $113,697 remeasurement loss discussed above and charges related to fair value adjustments to acquisition-date inventory. These costs are excluded from 2024 pro forma net income and are instead reflected in 2023 pro forma net income as though the acquisition had occurred on January 1, 2023. Other Acquisitions On June 1, 2024, the Company completed the purchase of a small tube and paper cone manufacturer in Brazil for $2,660. The financial results of this business are included in the Company’s Industrial Paper Packaging segment. The Company completed two acquisitions during 2023 at a net cash cost of $372,616. 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. The Company finalized its valuations of the assets acquired and the liabilities assumed in the acquisition of Inapel during 2024. As Inapel is one of the operations included in the pending sale of TFP, the acquired assets and liabilities are reflected as assets and liabilities of discontinued operations on the Company’s Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023. Additional obligations to the seller totaling $2,333 are expected to be paid during 2025 and are recorded in “Current liabilities of discontinued operations” in the Company’s Consolidated Balance Sheet as of December 31, 2024. On September 8, 2023, the Company completed the acquisitions of the remaining 65% ownership interest in RTS Packaging, LLC (“RTS Packaging”) from joint venture partner WestRock Company (“WestRock”) and 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. Prior to the acquisitions, the Company reported its 35% interest in the RTS Packaging joint venture using the equity method of accounting. Subsequent to the acquisitions, the financial results of RTS Packaging and the Chattanooga Mill are accounted for under the acquisition method and their results of operations 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 Consolidated Statements of Income for the year ended December 31, 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 Consolidated Statements of Income for the year ended December 31, 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. The following table provides a summary of the purchase consideration (as defined under ASC 805) transferred for the acquisition of the remaining interest in RTS Packaging and the acquisition of the Chattanooga Mill:
| Purchase Consideration
Cash consideration, net of cash acquired | $ | 313,388 |
Fair value of previously held interest in RTS Packaging | 59,472 |
Final working capital settlement | 452 |
Settlement of preexisting relationships | 1,235 |
Purchase consideration transferred | $ | 374,547 |
During 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 | (12,436) |  |  | (25) |  |  | (12,461) |
Accrued wages and other compensation | (2,731) |  |  | — |  |  | (2,731) |
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 |
Goodwill for RTS Packaging and the Chattanooga Mill, of which $83,000 is expected to be deductible for income tax purposes, consists of increased manufacturing capacity, access to certain markets, and the capability to support marquee customers in growing markets. The Company completed three acquisitions during 2022 at a net cash cost of $1,444,618. On November 15, 2022, the Company completed the acquisition of S.P. Holding, Skjern A/S (“Skjern”), a privately owned manufacturer of paper based in Skjern, Denmark for $89,610, net of cash acquired. Tangible assets totaled $40,489, intangible assets totaled $39,330, liabilities totaled $22,403, and Goodwill totaled $32,194. Skjern produces high-grade paperboard from recycled paper for rigid paper containers, tubes and cores, and other applications. On August 31, 2022, the Company completed the acquisition of Nordeste Tubetes and NE Tubetes (collectively, “Nordeste”), two small tube and core operations in Brazil. Total consideration for the two businesses was $6,419. Tangible assets totaled $1,374, intangible assets totaled $3,031, and Goodwill totaled $2,014. The Company paid $3,933 at closing and recorded a deferred payment obligation totaling $2,486 in “Other liabilities” in the Company’s Consolidated Balance Sheets. The deferred payment obligation is expected to be paid by the end of 2028. On January 26, 2022, the Company completed the acquisition of Ball Metalpack Holding, LLC (“Ball Metalpack”), renamed Sonoco Metal Packaging (“Metal Packaging”), a leading supplier of sustainable metal packaging for food and household products and the largest aerosol can producer in North America, for $1,348,589, net of cash acquired. Prior to the Company’s acquisition, Ball Metalpack was a joint venture formed in 2018 and owned by Platinum Equity (51%) and Ball Corporation (49%). Metal Packaging consists of eight manufacturing plants in the United States and a headquarters facility in Broomfield, Colorado. Financial results for Metal Packaging are included in the Company’s Consumer Packaging Segment, and financial results for Nordeste and Skjern are included in the Industrial Paper Packaging segment. Except for the Eviosys and Metal Packaging acquisitions, the Company does not believe that the results of the businesses acquired in 2024, 2023, and 2022 were material to the years presented, individually or in the aggregate, and are therefore not subject to the requirements to provide supplemental pro-forma information. The following table presents the financial results for Metal Packaging from the date of acquisition through December 31, 2022:
Supplemental Information |  | January 26 to
Metal Packaging |  | December 31, 2022
Net sales |  | $ | 1,035,020 |
Net income |  | $ | 62,777 |
The following table presents the Company’s pro forma consolidated results for the year ended December 31, 2022, assuming the acquisition of Metal Packaging had occurred on January 1, 2021. This pro forma information is presented for informational purposes only and does not purport to represent the results of operations that would have been achieved if the acquisition had been completed at the beginning of 2021, nor is it necessarily indicative of future consolidated results.
Pro Forma Supplemental Information | Year Ended
Consolidated | December 31, 2022
Net sales | $ | 5,908,915 |
Net income from continuing operations | $ | 440,791 |
Net income attributable to Sonoco 1 | $ | 528,818 |
1 Includes results of discontinued operations The pro forma information above does not project the Company’s expected results for any future period and gives no effect to any future synergistic benefits that may result from the combination or the costs of integrating the acquired operations with those of the Company. Pro forma information for the year ended December 31, 2022 includes adjustments to depreciation, amortization, and income taxes based upon the final fair value allocation of the purchase price to Metal Packaging’s tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2021. Interest expense on the additional debt issued by the Company to fund the acquisition and retention bonuses incurred related to the acquisition are also included in the pro forma information as if the acquisition had occurred on January 1, 2021. Acquisition-related costs of $28,171 and charges related to fair value adjustments to acquisition-date inventory of $33,155 were recognized during 2022. These costs are excluded from 2022 pro forma net income and are instead reflected in the previously disclosed 2021 pro forma net income as though the acquisition had occurred on January 1, 2021. 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 Consolidated Statements of Income from their respective dates of acquisition. Divestiture of Businesses On December 18, 2024, the Company announced that it had entered into an agreement to sell TFP to Toppan for approximately $1,800,000 on a cash-free and debt-free basis and subject to customary adjustments. The sale is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first half of 2025. See Notes 1 and 2 for additional information. In November 2024, the Company completed the sale of two production facilities in China, both of which were part of the Company’s Industrial Paper Packaging segment, for $302. As a result of the sale, the Company reclassified $590 of cumulative translation losses from Accumulated Other Comprehensive Loss and recognized a loss of $25,607, which is included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Consolidated Statements of Income. 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 at closing. Upon final settlement of working capital in the third quarter of 2024, the Company paid Black Diamond $1,805. 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 $74,644, including $16,559 of allocated goodwill and reclassified $2,913 of cumulative translation adjustment losses from Accumulated Other Comprehensive Loss, resulting in a net pretax gain of $905, which is included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s 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” in the Company’s Consolidated Balance Sheet as of December 31, 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 Consolidated Statements of Income, was reduced by $537 in the third quarter of 2023 upon the final working capital settlement. Also on July 1, 2023, the Company agreed to the sale of its Mexico BulkSak business. The sale closed in December 2023 for a cash selling price, as adjusted for working capital, of $1,096. As a result of the Mexico BulkSak sale, the Company recognized a pretax gain of $85 which is included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Consolidated Statements of Income. On January 26, 2023, the Company completed the sale of its S3 business, a provider of customized waste and recycling management programs and part of the Company’s Industrial Paper Packaging segment, to 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 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 Company sold its equity interest in Northstar on December 23, 2024 for cash proceeds of $8,630. The resulting pretax gain of $3,630 is included in “Other (expenses)/income, net” in the Company’s Consolidated Statements of Income for the year ended December 31, 2024. The divestitures of the two production facilities in China, Protexic, S3, and BulkSak businesses did not represent a strategic shift for the Company or have a major effect on its operations or financial results. Consequently, these sales did not meet the criteria for reporting as discontinued operations. The cash proceeds from the sales were used for general corporate purposes. The Company continually assesses its operational footprint as well as its overall portfolio of businesses and may consider the divestiture of plants and/or business units it considers to be suboptimal or nonstrategic. Sale of Assets 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 was realized. 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, consisting of 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 year ended December 31, 2023, which is included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Consolidated Statements of Income. Additional Ownership Investment 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 December 31, 2024 is included within “Other assets” in the Company’s 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 (expenses)/income, net” and “Interest income,” respectively, in the Company’s Consolidated Statements of Income. Acquisition, Integration, and Divestiture-Related Costs Acquisition, integration, and divestiture-related costs from continuing operations of $125,169, $24,624, and $70,210 were incurred in 2024, 2023 and 2022, respectively. The majority of costs incurred in 2024 related to the acquisition of Eviosys. These costs include legal and professional fees, investment banking fees, representation and warranty insurance premiums, as well as employee-related and other integration activity costs, that are included in “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income. The costs incurred in 2024, 2023, and 2022 also include fair value adjustments to acquisition-date inventory totaling $5,806, $5,227, and $33,155, respectively, that are included in “Cost of sales” in the Company’s Consolidated Statements of Income. The costs incurred in 2024 also include losses on treasury lock derivative instruments and amortization of financing fees related to debt instruments associated with the financing of the Eviosys acquisition totaling $33,569 that are included in “Interest expense” in the Company’s Consolidated Statements of Income.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
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