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Management Side
Technical Side
Sonoco to Repurchase Outstanding Bonds
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Hartsville, South Carolinia, USA, 25 October 2010 -- (BUSINESS WIRE) -- Sonoco (NYSE: SON) today has commenced cash tender offers to purchase a portion of its outstanding bonds as described below. The terms and conditions of the tender offers are described in Sonoco's offer to purchase dated 25 October 2010 and related letter of transmittal. Sonoco expects to purchase the bonds using the net cash proceeds from its previously announced offering of senior notes securities as well as other available cash resources.

Upon the terms and subject to the conditions described in the offer to purchase, the letter of transmittal, and any amendments or supplements, Sonoco is offering to purchase for cash (1) any and all of its 6.50% notes due 2013 and (2) up to the maximum aggregate principal amount of its 5.625% notes due 2016 and 9.20% debentures due 2021 and, together with the 5.625% notes, the "maximum tender securities" that it can purchase for USD 300,000,000 (exclusive of accrued interest and subject to increase), less any amount it pays to repurchase its 6.50% notes (the maximum payment amount). Sonoco refers to its offer to purchase the 6.50% notes as the any and all tender offer and to its offer to purchase the maximum tender securities as the maximum tender offer. Sonoco refers to both offers, collectively, as the tender offers.

The any and all tender offer will expire at 5:00 p.m., Eastern Time, on 05 November 2010, and the maximum tender offer will expire at 5:00 p.m., Eastern Time, on 22 November 2010, in each case unless extended or earlier terminated. Sonoco may amend, extend, or terminate either of the tender offers at any time in its sole discretion.

The following table sets forth some of the terms of the tender offers: 

 

Title of Security
and CUSIP Number

Principal Amount Outstanding  Acceptance Priority Level  Fixed Spread Basis Points  U.S. Treasury Reference Security  Bloomberg Reference Page Early Tender Premium Hypothetical Total Consideration* (a) 
Any and All Tender Offer               
6.50% Notes due 2013 (CUSIP 835495 AF 9)
USD 250,000,000
 
N/A   62.5 bps  0.500% due
15 October
2013  
PX5   N/A
 
USD 1,158.19 
Maximum Tender Offer               
5.625% Notes due 2016 (CUSIP 835495 AH 5)   USD 150,000,000
 
1   125.0 bps  1.250% due 
30 September
2015  
PX6  USD 30
 
USD 1,167.22 
9.20% Debentures due 2021 (CUSIP 835495 AA 0)   USD 41,305,000  175.0 bps 2.525% due
15 August 
2020  
PX7   USD 30  USD 1,414.50 

* Per USD 1000 principal amount of securities accepted for purchase.

(a) Hypothetical total consideration (which includes the applicable early tender premium) is based on the reference yield of the reference security (as set forth above) as of 2:00 p.m., Eastern Time, on 22 October 2010, and settlement dates of 08 November 2010, for the 6.50% notes and 23 November 2010, for the maximum tender securities. The actual reference yields of the reference securities will be determined by the dealer managers based on certain quotes available at 2:00 p.m., Eastern Time, on 05 November 2010.

Sonoco's obligation to accept for payment and to pay for the 6.50% notes, the 5.625% notes and the 9.20% debentures (collectively, the securities) in any of the tender offers is subject to the satisfaction or waiver of a number of conditions, including the completion by Sonoco of one or more public offerings of not less than USD 300.0 million in aggregate principal amount of unsecured senior debt securities no later than the date the any and all tender offer expires.

The applicable total consideration (which includes the applicable early tender premium) for each USD 1000 principal amount of securities validly tendered will be determined as described in the offer to purchase based on the present value of future payments on the applicable securities discounted to the settlement date at a rate equal to the sum of the yield to maturity for the applicable reference security, calculated by the dealer managers based on the bid-side price at 2:00 p.m., Eastern Time, on 05 November 2010, plus the applicable fixed spread, minus accrued interest up to, but not including, the applicable settlement date. Holders of the 6.50% notes that are validly tendered at or before 05 November 2010, and are accepted for purchase will receive the applicable total consideration (which includes the applicable early tender premium). Holders of the maximum tender securities that are validly tendered at or before 05 November 2010, and accepted for purchase will receive the applicable total consideration for such series. Holders of the maximum tender securities tendered after 05 November 2010, but before 22 November 2010, and accepted for purchase will receive the applicable tender offer consideration (which does not include the early tender premium).

Payments for securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of securities up to, but not including, the applicable settlement date. Sonoco expects to make payment for any 6.50% notes that are accepted for purchase promptly following 05 November 2010. Sonoco expects to make payment for any maximum tender securities that are accepted for purchase promptly following 22 November 2010.

The amount of the maximum tender securities that are purchased in the maximum tender offer will be determined in accordance with the priorities identified in the column "acceptance priority level" as set forth in the table above. If the aggregate total consideration and tender offer consideration with respect to all of the maximum tender securities that are validly tendered exceeds the maximum payment amount, the maximum tender securities will be purchased in accordance with the acceptance priority level (in numerical priority order) as set forth in the table above.

Tenders of the securities may be withdrawn at any time at or before 5:00 p.m. Eastern Time, on 05 November 2010, but may not be withdrawn thereafter unless Sonoco amends the applicable tender offer in a manner materially adverse to tendering holders or is otherwise required by law to permit withdrawal. Under such circumstances, Sonoco will allow previously tendered securities to be withdrawn for a period following the date that notice of such amendment is first published or given to holders that it believes gives holders a reasonable opportunity to consider such amendment and implement the applicable withdrawal procedures. In the event of a termination of any of the tender offers, Securities previously tendered pursuant to the terminated tender offer will be promptly returned to the tendering holders.

BofA Merrill Lynch and J.P. Morgan are the dealer managers of the tender offers. Global Bondholder Services Corporation has been retained to serve as the depositary and information agent. Persons with questions regarding the tender offers should contact BofA Merrill Lynch at (toll-free) 888-292-0070 or (collect) 980-388-9217 or J.P. Morgan at (toll-free) 866-834-4666 or (collect) 212-834-3424. Requests for copies of the offer to purchase, the related letter of transmittal and other related materials should be directed to Global Bondholder Services Corporation at 212-430-3774 or (toll-free) 866-470-3900.

Founded in 1899, Sonoco is a USD 3.6 billion global manufacturer of industrial and consumer products and provider of packaging services, with more than 300 operations in 35 countries, serving customers in some 85 nations. Sonoco is a member of the Dow Jones Sustainability World Index. For more information on the company, visit www.sonoco.com.



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