Sonoco Products Company Announces Tender Offer for its 5.75% Notes Due 2040 - Seite 2

The consideration paid in the Offer for Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity (the “Reference Yield”) of the Reference U.S. Treasury Security specified in the table above and in the Offer to Purchase (the “Total Consideration”), and includes an early tender premium of $50.00 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”). The Reference Yield will be determined at 10:00 a.m., New York City time, on May 12, 2021, unless extended by Sonoco.

Holders of Notes who validly tender their Notes following the Early Tender Deadline but on or prior to the Expiration Date will only receive the “Tender Offer Consideration” per $1,000 principal amount of any such Notes tendered and not validly withdrawn by such holders that are accepted for purchase, which is equal to the Total Consideration minus the Early Tender Premium.

Sonoco reserves the right, but is under no obligation, to increase, decrease or eliminate the Tender Cap at any time, subject to applicable law, which could result in Sonoco purchasing a greater or lesser aggregate principal amount of the Notes, and Sonoco may do so without extending the Early Tender Deadline, the Withdrawal Deadline or the Expiration Date.

Following the Early Tender Deadline, Sonoco may elect, but is not obligated, to accept for purchase and pay for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline, up to the Tender Cap, on a date selected by it prior to the Expiration Date (the “Early Settlement Date”), subject to the satisfaction or waiver of all conditions to the Offer. The Early Settlement Date will be determined at Sonoco’s option and is currently expected to occur on the second business day following the Early Tender Deadline, which, if it occurs, is anticipated to be May 13, 2021, unless extended by Sonoco, assuming all conditions to the Offer have been satisfied or waived by Sonoco. If Sonoco does not elect to accept for purchase and pay for such Notes prior to the Expiration Date, or if the Offer is not fully subscribed as of the Early Tender Deadline, and Notes are validly tendered following the Early Tender Deadline but on or prior to the Expiration Date and accepted for purchase, subject to all conditions to the Offer having been either satisfied or waived by Sonoco, the settlement for all Notes accepted for purchase in the Offer and not previously purchased will occur on a date promptly following the Expiration Date, which is expected to be May 27, 2021. No tenders will be valid if submitted after the Expiration Date. Payments for Notes purchased will include accrued and unpaid interest from and including the most recent interest payment date for the Notes up to, but not including, the applicable settlement date.