Acquisitions and Divestitures

3 Months Ended

Mar. 30, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Eviosys Acquisition

On December 4, 2024, the Company completed the acquisition of all issued and outstanding equity interests in Titan Holdings I B.V. (“Eviosys”) from an affiliate of KPS Capital Partners, LP for net cash consideration of $3,789,826. Eviosys is 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. 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 to the Company’s Consolidated Financial Statements included in Part IV, Item 15 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for more information. The financial results of Eviosys are included in the Company’s Consumer Packaging segment.

The Company’s preliminary fair values of the assets acquired and liabilities assumed in the acquisition of Eviosys, are as follows:


	Initial Allocation		Measurement Period Adjustments		Preliminary Allocation
Trade accounts receivable	$	300,385	—		$	300,385
Other receivables	114,634		—		114,634
Inventories	445,945		1,630		447,575
Prepaid expenses	47,509		1,448		48,957
Property, plant and equipment	1,057,779		(6,573)		1,051,206
Right of use asset - operating leases	43,566		—		43,566
Other intangible assets	1,967,678		(5,253)		1,962,425
Goodwill	1,285,518		595		1,286,113
Long-term deferred income taxes	39,023		(388)		38,635
Other assets	3,330		19		3,349
Payable to suppliers	(518,766)		132		(518,634)
Accrued expenses and other	(168,529)		325		(168,204)
Accrued wages and other compensation	(41,749)		—		(41,749)

Notes payable and current portion of long-term debt	(76,438)		(39)		(76,477)
Noncurrent operating lease liabilities	(32,022)		—		(32,022)
Pension and other postretirement benefits	(51,849)		—		(51,849)

Deferred income taxes	(599,941)		7,716		(592,225)
Other long-term liabilities	(16,714)		388		(16,326)
Noncontrolling interests	(9,533)		—		(9,533)
Net assets acquired	$	3,789,826	$	—	$	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 Company’s pro forma consolidated results for the three-month period ended March 31, 2024, 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	Three Months Ended
Consolidated	March 31, 2024
Net sales	$	1,839,570
Net income from continuing operations	$	8,146
Net income attributable to Sonoco1	$	37,859

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 period ended March 31, 2024 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 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.

Divestiture of Businesses

On April 1, 2025, subsequent to the three-month period ended March 30, 2025, the Company completed the previously announced sale of its TFP businesses to Toppan for approximately $1,800,000 on a cash-free and debt-free basis and subject to customary adjustments. In accordance with applicable accounting guidance, the results of TFP, previously part of the Company’s Consumer Packaging segment, are presented as discontinued operations in the Condensed Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for all periods presented in this Quarterly Report on Form 10-Q. The Company preliminarily expects to recognize an estimated gain on the divestiture of TFP of at least $375,000, net of tax, in the second quarter of 2025.

On March 2, 2025, the Company completed the sale of its tube and core operations in Venezuela, part of the Industrial Paper Packaging segment, in exchange for a receivable in the amount of $145. The sale resulted in a loss of $5,390, including $3,792 of cumulative translation losses that were reclassified from accumulated other comprehensive income. This loss is included in “Loss on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income.

In February 2025, the remaining $2,000 of proceeds from the July 1, 2023 sale of the Company’s U.S. BulkSak business were released to the Company from escrow.

On January 17, 2025, the Company completed the sale of a small construction tube operation in France, part of the Industrial Paper Packaging segment, for cash proceeds of $1,513 and recognized a gain of $1,207, which is included in “Loss on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income.

The sales of the operations in Venezuela and France do 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.

Acquisition, Integration, and Divestiture-Related Costs

Acquisition, integration, and divestiture-related costs from continuing operations totaled $27,266 and $5,504 during the three-month periods ended March 30, 2025 and March 31, 2024, respectively. These costs included $9,317 and $5,504 during the three-month periods ended March 30, 2025 and March 31, 2024, respectively, for legal and professional fees, representation and warranty insurance premiums, as well as employee-related costs, and other integration activity costs that are included in “Selling, general and administrative expenses.” In addition, amortization of the fair value step-up of finished goods inventory totaled $17,949 during the three-month period ended March 30, 2025 and is included in “Cost of sales” in the Company’s Condensed Consolidated Statements of Income.