お知らせ • Dec 05
Sonoco Products Company (NYSE:SON) completed the acquisition of Eviosys Packaging Switzerland GmbH from KPS Capital Partners, LP, Titan Holdings Coöperatief U.a. and others.
Sonoco Products Company (NYSE:SON) has entered into an agreement to acquire Eviosys Packaging Switzerland GmbH from KPS Capital Partners, LP, Titan Holdings Coöperatief U.a. and others for approximately $3.9 billion on June 22, 2024. A cash consideration of $3.9 billion will be paid by Sonoco Products Company. As part of consideration, $3.9 billion is paid towards common equity of Eviosys Packaging Switzerland GmbH. Sonoco intends to finance the transaction with new debt and the proceeds from an issuance of up to $500 million in equity. As of June 22, 2024, to secure funding for the pending Eviosys acquisition, the Company entered into a 364-day senior unsecured bridge term loan facility (the “Bridge Loan Facility”) in an amount not to exceed $4 billion. The Bridge Loan Facility is comprised of two tranches, Tranche A in the amount of $700 million and Tranche B in the amount of $3.3 billion. Funding of the Term Loan Agreement is expected to occur substantially concurrently with the closing of the acquisition. If the deal terminated from Sonoco Products the Buyer shall pay to the Seller (or one of its designee) an amount in cash equal to $106 million (€100,000,000). The proceeds of the Bridge Loans shall be used by the Borrower (a) to pay all or a portion of the consideration payable pursuant to the Acquisition Documents, (b) to finance the Acquired Group Refinancing and (c) to pay the fees and expenses incurred by the Borrower and its subsidiaries in connection with the Transactions.
Eviosys’s current CEO, Tomas Lopez, will remain with Sonoco and lead the Company’s EMEA metal packaging business. The Transaction is subject to the completion of required works council consultations, the receipt of required regulatory approvals and other customary closing conditions. The Boards of Directors of both companies have unanimously approved the transaction. The Transaction is expected to occur by the end of 2024. Sonoco expects the Transaction to be immediately accretive to Adjusted EPS and over 25% accretive to 2025 expected Adjusted EPS. Eviosys generates meaningful operating cash flow and pro forma for the transaction Sonoco’s EBITDA minus capital expenditures is expected to be approximately 40% greater in 2025. The acquisition is expected to result in a return on invested capital in excess of Sonoco’s cost of capital beginning in year one. With debt reduction from divestitures and cash from operations, Sonoco expects to achieve net leverage below 3.0x within 24 months of the Transaction. As of September 13, 2024, the transaction is expected to close in the fourth quarter of 2024 or the first quarter of 2025. On September 16, 2024, Sonoco Products Company entered into a credit agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. The 364-Day Term Credit Agreement, which was upsized from the commitments for an intended $1.2 billion credit agreement previously announced by the Company on September 13, 2024, provides the Company with the ability to borrow up to $1.5 billion on an unsecured basis. Funding of the 364-Day Term Loan Facility is expected to take place substantially concurrently with the closing of the Eviosys Acquisition. The aggregate amount of the commitments under the 364-Day Term Credit Agreement have replaced a corresponding amount of the commitments in respect of the 364-day senior unsecured bridge term loan facility in an aggregate amount of up to $4 billion previously described in the Company’s Current Report on Form 8-K filed on June 24, 2024, in accordance with the terms of the bridge facility commitment letter. As a result, an aggregate amount of up to $1.8 billion in bridge facility commitments remain. The completion of this offering is not contingent upon the consummation of the Eviosys Acquisition. Completion of the Eviosys Acquisition is subject to conditions, and if these conditions are not satisfied or waived, the Eviosys Acquisition will not be completed within the expected timeframe, or at all. As of OCtober 23, 2024, the EU Commission has approved the deal. We expect that the total cash consideration payable by us in connection with the Eviosys Acquisition will be approximately $3.9 billion, We intend to use an amount equal to the net proceeds from this offering, together with borrowings under our Acquisition Term Loan Facilities and, if needed, cash on hand or additional borrowings under our Revolving Credit Facility, to fund the cash consideration payable by us in connection with the Eviosys Acquisition and to pay related fees and expenses. We do not intend to incur any indebtedness under the Bridge Loan Facility or use any proceeds from the Potential Divestitures to fund such cash consideration. If the Eviosys Acquisition is not consummated on or before December 31, 2025 or, if on or prior to such date, the Purchase Agreement is terminated other than as a result of consummating the Eviosys Acquisition, the Issuer will be required to redeem the notes at a redemption price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date. As on October 24, 2024, The CMA announced the launch of its merger inquiry by notice to the parties. The initial period defined in section 34ZA(3) of the Act in relation to the Transaction will therefore commence on the first working day after the date of this notice, ie on October 25, 2024. The deadline for the CMA to announce its decision whether to refer the Merger for a phase 2 investigation is therefore December 19, 2024.
Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are serving as financial advisors to Sonoco and Damien Zoubek, Zheng (Jonathan) Zhou, Joshua Ayal and Vinita Sithapathy, Piers Prichard Jones and Rhys Evans, Meredith Bayley, Justin Stewart-Teitelbaum, Alastair Chapman, Paulv, van den Berg, Angela Landry, Pamela Marcogliese and Jacqueline Marino and Jeffrey Gould, Kyle Lakin and Martin Hutchings, Lori Goodman, Dawn Heath and Alice Greenwell, Joe Soltis and Eelco Van Der Stok, Olivier Rogivue and Christel Cacioppo, Jonathan Kelly and Stephanie Brown-Cripps, Igor Gerber, Mena Kaplan, Chris Lyon and Brock Dahl, of Freshfields Bruckhaus Deringer LLP is serving as Sonoco’s legal counsel. Rothschild & Co is acting as financial advisor to Eviosys and Angelo Bonvino and Michael Vogel, Joseph Friedman, Matthew Merkle, David Carmona, Suhan Shim, Robert Zochowski and Roger Johnson and counsel Nathan Mitchell; tax partner Robert Killip and counsel Jamie Chambers; antitrust partners Annie Herdman and Richard Pepper, and Yuni Sobel, Lauren O’Brien and Chad de Souza; Charles Googe, Claudine Meredith-Goujon and John Patten and Alex Zapalowski; Andrea Wahlquist Brown and Lisa Krausz Eisenberg; John Carlin and Aidan Synnott, and Steven Herzog and Benjamin Klein; Peter Fisch; William O’Brien; and Richard Elliott of Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Eviosys and KPS Capital Partners, LP. Matthias Wolf, Raphael Fries, Michael Krähenbühl, Simona Baselgia, Elena Nauer, Helin Dalla Palma, Cécile Christen and Vivienne Madders of Lenz & Staehelin acted as legal advisor to Sonoco.
Sonoco Products Company (NYSE:SON) completed the acquisition of Eviosys Packaging Switzerland GmbH from KPS Capital Partners, LP, Titan Holdings Coöperatief U.a. and others on December 4, 2024. Following the integration process, Eviosys will transition to the Sonoco brand over the coming months and will operate under Sonoco’s Consumer Packaging segment.
