Good day, and thank you for standing by. Welcome to the Sonoco Acquisition of Eviosys Investor Update Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during the session, you will need to press star one one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to Lisa Weeks, Vice President of Investor Relations and Communications. Please go ahead. Thank you, Operator, and thank you, everyone, for joining us to discuss our announcement that we have entered into an agreement to acquire Eviosys, Europe's leading food cans and ends and closures manufacturer. This morning, we issued a press release and prepared an investor presentation that discussed the powerful and compelling rationale for this transaction. Both are posted on the investor relations section of our website. A replay of this conference call will be available on our website later this morning. If you will turn to Slide two in the presentation. The purpose of this call today is focused on Sonoco's acquisition of Eviosys. Please limit your questions today to those pertaining to this announcement. Also, as a reminder, during today's call, we will discuss a number of forward-looking statements based on current expectations, estimates, and projections. These statements are not guarantees of future performance and are subject to certain risks and uncertainties. Therefore, actual results may differ materially. Please turn to Slide three. Additionally, today's presentation includes the use of non-GAAP financial measures, which management believes provides useful information to investors about the company's financial conditions and results of operations. Further information about the company's use of non-GAAP financial measures, including definitions as well as reconciliations to GAAP measures, is available under the investor relations section of our website. On Slide four, joining me this morning are Howard Coker, President and CEO, and Rob Dillard, Chief Financial Officer. For today's call, we will have a prepared remark section followed by a Q&A. If you would, please turn to Slide five in our presentation. I will now turn the call over to Howard Coker. Thank you, Lisa, and good morning, everyone. Thank you for joining us today on such short notice. This morning, we announced a transformational acquisition that will make Sonoco the global leader in metal food cans and aerosol packaging. The acquisition of Eviosys is an exciting next step for Sonoco, representing an important milestone in our strategy to scale our core businesses and invest in high-return opportunities, both organically and inorganically. This will allow us to expand our footprint and global capabilities to address the increased demand for innovation and meet our customers' growing expectations for the highest levels of customer service. As you saw in our release, we're acquiring Eviosys for $3.9 billion from a KPS Capital Partners-led ownership group. The transaction value represents a multiple of 7.3x Eviosys 2024 expected Adjusted EBITDA, including synergies. We expect the acquisition to close by the end of the year and be immediately accretive to Adjusted EPS and over 25% accretive to 2025 consensus Adjusted EPS. Rodger Fuller, our COO, will lead the integration with a focus on capturing the full benefits of the acquisition, including over $100 million in highly achievable synergies. A vast majority of these synergies are expected to be realized in the first year of ownership, with the balance realized over 24 months. We're funding the transaction with debt and equity and intend to maintain an investment-grade credit rating. This transaction advances our portfolio transformation strategy, along with our announcement that we are executing at least $1 billion in divestitures over the next 12-18 months, which includes our ThermoSafe business. We will use the proceeds from these divestitures to deleverage. Rob will provide more details on the financials shortly. I couldn't be more excited about this transaction and what it means for Sonoco's metal packaging platform and the greater Sonoco business. But before diving in, I'd like to take a few moments to step back. On Slide 6, as we discussed at our February 2024 Investor Day, we've been on a transformation journey to becoming a growth company. We've taken clear and actionable steps towards that goal. In 2020 and 2021, we were focusing on establishing the foundation of our portfolio and our operating model, evaluating every one of our businesses to determine their right role and fit in the portfolio. The rigorous framework we used was built around identifying where we had a true competitive advantage, where we consistently win, and where we add the most value to our customers. We then moved on to focus the organization for the future with fewer, bigger businesses. We identified four businesses as our core: rigid paper containers, thermoformed and flexible packaging, or TFP as we call it now, metal packaging, and industrial packaging. We advanced our portfolio realignment with a number of core-related acquisitions and began our divestiture journey of businesses and assets that were no longer aligned to our core. We did all this while remaining focused on our operational model. Our value creation model builds on our core business portfolio strategy, while our operating model forms our execution playbook to further drive growth through business excellence. On Slide seven, during our Investor Day in February, we also outlined our investment thesis for our four core businesses, including our focus on our metal packaging business. To give a brief overview of this business, in 2022, we made the strategic acquisition of Ball Metalpack, which immediately made us a top provider of two-piece and three-piece steel food and aerosol cans in the United States. We were asked then, "Why expand in metal packaging?" Well, first, it is a large global market of over $25 billion that provides packaging for essential products. Metal packaging has to have high functionality with stringent quality and complex manufacturing. And we have been welcomed into the metal packaging market, which aligns with Sonoco's strengths. Customers demand innovative solutions, supply reliability, and long-term relationships with partners willing to invest. Quite simply, we see value in a large global market where others may not, which brings us to the great announcement today about Eviosys. I'd like to provide an overview of Eviosys on Slide eight. Eviosys has the number one market position in food cans in Europe, with 44 manufacturing facilities across Europe and Africa, and approximately 6,300 full-time employees. 2024 expected revenue is $2.5 billion, with expected Adjusted EBITDA of approximately $430 million. Approximately 88% of the revenue is in Europe, with the remainder in Africa, the Americas, and Asia. They bring best-in-class quality and excellence derived from over 200 years in the packaging industry. Similar to Sonoco, innovation and sustainability is at the heart of what they do. Approximately 85% of their products are in cans and ends, with the remaining 15% including closures, aerosols, promotionals, and others. They deliver value for their customers by providing materials of the highest levels of performance, safety, and hygiene. Their proven track record and similar ethos makes us highly confident in this transaction. I'd also like to share that getting to know Tomás and the rest of the Eviosys team throughout this process has been a pleasure. We share similar values and a culture focused on delivering for our customers and investing for growth while maintaining safety for our employees. We believe the acquisition of Eviosys perfectly complements our existing metal packaging offering. Turning to Slide nine, I'll highlight the strategic rationale. First, Eviosys adds global scale to our core metal platform. Overall, we see tremendous opportunity with this acquisition to unlock new opportunities in attractive end markets, provide our customers with enhanced value proposition, and further our shift towards stable consumer-oriented markets. Eviosys has well-invested assets and leading capabilities, including over 20 customer technical service locations, seven dedicated product design studios, and four dedicated laboratory testing facilities. This, combined with their technically advanced, well-invested manufacturing footprint, creates strong opportunities to drive operating efficiency and improve productivity. It materially enhances our financial profile, generating sustainable shareholder value and adding over $350 million to Sonoco's free cash flow, as measured by Adjusted EBITDA minus capital expenditure. We expect the transaction to be accretive over 25% to 2025 expected Adjusted consensus EPS, and we expect to achieve a return on invested capital in excess of Sonoco's cost of capital beginning in year one. And finally, it unites two talented teams that share a commitment to providing the highest levels of customer service while accelerating sustainable initiatives. So with that, I will turn it to Rob to provide some details on the financials. Thanks, Howard. Turning to Slide 10, we have our pro forma combined financial profile. As Howard mentioned, the acquisition of Eviosys significantly enhances our scale as well as our total addressable market, expanding our global reach and creating additional growth opportunities in attractive end markets. Pro forma for the transaction, we expect our revenues to increase over 35% to approximately $9.2 billion. We believe that this enhanced scale improves our end market and geographic diversification and generates greater organizational resilience. Following the transaction, our revenue distribution will be more balanced, with 57% from the Americas, 35% from Europe, and 8% from the rest of the world. We believe that this distribution will enable us to better serve our customers. Furthermore, the transaction enhances scale in core businesses and advances our portfolio transformation to increase our focus on profitable, consumer-oriented end markets. Pro forma for the transaction, we will have well over 70% consumer and market exposure. From a profitability perspective, the combined pro forma synergy-adjusted 2024 Adjusted EBITDA is expected to be approximately $1.6 billion, or a 17% margin. With the synergies realized in our U.S. business, we expect our combined metal packaging business to have over 17% margins, with further opportunity for improvement. This exemplifies the promise of the metal food cans market and validates our metal packaging strategy. Furthermore, Sonoco's pro forma combined 2024 free cash flow, as measured by Adjusted EBITDA minus capital expenditures, is expected to be approximately $1.2 billion, over 60% greater than Sonoco's Adjusted EBITDA minus capital expenditures in 2023. Eviosys has an incredibly strong cash flow profile, and we expect the combination to greatly improve Sonoco's already strong cash flow profile. This was a meaningful component of the strategic rationale for the transaction and will enable us to further generate returns for shareholders. Slide 11 has more detail on the synergies we expect to achieve through the transaction. A key aspect of the transaction rationale is the strong synergy opportunity from combining our existing metal packaging business with the leading European metal packaging business. We anticipate that this combination will generate over $100 million of synergies. We expect to achieve these synergies primarily through improvements in procurement and supply chain, facility optimization, and optimizing SG&A. We expect that the majority of synergies will be realized in the first year of ownership, with the balance expected to be realized over the following 12 months. Procurement and supply chain benefits constitute over 50% of the synergies, and we expect to achieve the vast majority of these synergies in the first year. We plan to leverage our new purchasing power to optimize raw material, supply chain, and transportation costs. Eviosys is a well-capitalized business with well-invested manufacturing facilities and a strategic manufacturing footprint. They have utilized a hub-and-spoke manufacturing strategy to achieve the benefits of centers of excellence, and we intend to invest in and augment this global model. Additionally, we've been focused on reducing administrative costs and moving work to best locations through shared services. This transaction is expected to enable further opportunity to optimize SG&A by making work better. As Howard said, we have great learnings from the Ball Metalpack integration. We are confident in our detailed plans to achieve these synergies. Next, on Slide 12, further illustrates how we intend to finance the transaction and maintain an investment-grade rating. Under the terms of the agreement, Sonoco will acquire 100% of the equity of Eviosys for a total enterprise value of $3.615 billion. At the current exchange rate, the total enterprise value is approximately $3.9 billion. As we discussed, we expect Eviosys's 2024 Adjusted EBITDA will be approximately $430 million, and we expect to achieve over $100 million of synergies in the first 24 months. On a pro forma synergy-adjusted basis, the multiple of total enterprise value to 2024 expected Adjusted EBITDA is 7.3x. We're committed to maintaining an investment-grade credit rating and have structured the financing to achieve that objective. We have fully committed financing to fund the transaction. We intend to finance the transaction with a mix of bonds, a term loan, and equity. First, we plan to issue approximately $2.7 billion of new unsecured bonds. We intend to offer a strategic mix of maturities to enable deleveraging. Furthermore, we expect to benefit from lower euro-denominated interest rates. Next, we plan to raise an additional $700 million of debt financing in the form of term loan to enable near-term deleveraging specifically from divestitures. If we achieve sufficient proceeds from divestitures in advance of the close of the transaction, then we will not raise the term loan. We otherwise expect to repay the term loan shortly after the close with proceeds from divestitures. In conjunction with the transaction, we intend to continue to execute our previously announced divestiture program and expect at least $1 billion in proceeds in the next 12 to 18 months. We identified our divestiture candidates based on a best owner mindset after evaluation of our value-added packaging principles. Through this process, we have actioned the divestiture of ThermoSafe, our leading temperature-assured packaging business. This is a highly profitable business in a growth market, and we expect to receive a premium valuation for the business. We are being intentional about simplifying the portfolio around the core and expect additional divestitures in line with this strategy. Finally, we expect to raise $500 million from the sale of common equity to fund the transaction, utilizing equity as a funding source in line with our prudent financial policy and benefits our credit profile going forward. We believe that an equity offering has the potential to increase float and improve trading volumes and price discovery. Importantly, we have the opportunity to include KPS in the common equity offering for up to $200 million of their proceeds. Pro forma for divestitures, net leverage after close is expected to be approximately 3.6 x. This includes the impact of synergies and divested Adjusted EBITDA. We expect to utilize cash from operations and further divestitures to achieve net leverage below 3x in 24 months following the close of the transaction. S&P and Moody's have evaluated the transaction and have determined that Sonoco will receive investment-grade credit ratings. We expect the transaction to close in four to seven months based on timing of regulatory and other approvals. These approvals will be filed immediately. We do not expect any meaningful delays. Could not be more excited about the great opportunities that this combination provides our Sonoco team. With that, I'll turn it back to Howard. All right. Well, thanks, Rob. Let me close with remarks that you'll find on Slide 13. Let me recap the benefits of the transaction. As you've heard today, this is an exciting milestone for Sonoco and the expansion of our metal packaging platform. With Eviosys, we will be the global leader in metal food can and aerosol packaging with significant scale and enhance our competitive advantage in one of our large and important core businesses. Eviosys has an exceptionally strong leadership team and deep bench of talent that we welcome into the Sonoco organization. Tomás López, the current Eviosys CEO, will remain with Sonoco and continue to lead our European packaging business, reporting directly to me. Our Chief Operating Officer, Rodger Fuller, will lead the integration with a focus on customer and supplier relationships, employee continuity, operational excellence, and synergy realization while deploying the best of our culture with the rich history and culture of Eviosys. Importantly, the acquisition of Eviosys will drive improved financial performance, helping us to deliver long-term shareholder value. We have a clear track record of successfully executing right-to-win acquisitions, and we're looking forward to a seamless integration and capturing the full opportunities of this transaction. We look for businesses that are strategic and culturally fit, are scalable, and have strong financial profile, and Eviosys checks all of these boxes, which is why we are so excited about this announcement. And I hope you share my excitement and enthusiasm for what's to come next for Sonoco. And with that, we will be happy to open the line for questions. As a reminder, to ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. Please stand by while we compile the Q&A roster. Our first question comes from the line of George Staphos with Bank of America. Hey, George. Hey, good morning, everybody. Thanks for the details. Thanks for taking my questions. I guess the first question, just a point of clarification, you mentioned that there should be an accretion to earnings per share in 2025 on your adjusted basis. I'm assuming that assumes the increase in the share count from the equity offering. So that's question number one. Relatedly, if we think about synergies and the P&L, what sort of assumptions do we need to see in terms of volume or macro for you to be able to get at the synergies that you're expecting? And do you have a view on what the intangible write-up would be from this? And then the third question and kind of bigger picture, and I'll turn it over. Historically, aerosol can businesses, which is largely what you have right now, and food can businesses are different. They're different customers. In the past, we've seen some of your peers try to get bigger in metal packaging and then pull back, which is why you've wound up with these assets. Why do you think, what do you think you're doing differently that will allow Sonoco to have a sort of better track record five and 10 years from now when we look back versus what we've seen from other companies? Thank you, guys. Hey, George. I'll let Rob answer the first couple of questions. Go ahead, Rob. Hey, George. I'll knock out the financial questions real quick. So from an accretion perspective, yes, the 25% is inclusive of a $500 million offering, which is the base case transaction that we have here. I think that we're constantly evaluating what's going to be the right structure, but that's the base case that we're executing to and the work that we've gotten surety around the ratings on. From a synergies perspective, there isn't a macro assumption, and there won't be a macro driver for the ability to generate the synergies. Obviously, there's the base business's performance, but the synergies aren't incumbent on any type of macro or other performance. Most of the synergies, as we said, will be derived from procurement and supply chain savings, which we think are actually going to be concurrent with close or shortly thereafter. And so that will drive the majority. I guess, Rob, is there an underlying volume assumption we should have for you to be able to get that? Is it 1%, 2%? Don't need it? Just sorry. Not really. I wouldn't say that there's a volume assumption based on these drivers at all. Got it. Yeah. That kind of goes to the, well, you want to talk about the intangibles? Yeah. I mean, we're doing the evaluation. We're going to do the deep dive the way we do Adjusted EPS, that it's not as critical as it used to be, and that we think that that takes noise out of the analysis and our ability to make better financial decisions. Understood. It's a helpful color. Understood. Yeah. Great. Yeah. So to your final question, and really kind of I'll bring you back to where we were. Well, first off, as it relates to what do we have in the models? What we don't have in the models is any commercial wins or opportunities that, frankly, we have clear visibility of today via our foundational acquisition of Ball Metalpack. I've said it over multiple calls in the same context that you're laying out here, George, is that the market has been extremely receptive of Sonoco's entrance. And yes, as we were evaluating where Sonoco was going to go next several years ago, you're correct. Strategics were spinning off these businesses, deploying their capital in other areas where they saw meaningful and material growth in the markets and in their opportunities. We looked at it and said, at the end of the day, and as we sit here today, we're one of only a very short list of strategics that remain in the marketplace in the Western world, number one. And frankly, being as focused as we are, all I can tell you is that, and as we've said many times since post the Ball Metalpack acquisition, the market is extremely excited about what Sonoco is willing to do in terms of support of this very, very important large market. So to add to it, from Eviosys' perspective, if we look at the innovation and technologies that they're starting and have been rolling out through Europe and scalability around the rest of the world, are very attractive to us. They too have seen organic growth as it relates to geographic opportunities where, once again, their customers are saying, "Hey, we're moving." For instance, there's a new plant that's being started as we speak today in Thailand. There's expansions going, a new plant going on in Morocco. It's back to what I said. We see value where others may not. And we deploy the type of strategies, investments, customer focus that we have in our other foundational business. The expectation is this will be a pretty unique situation in the packaging world where Sonoco has a very sizable position. All right. Thanks. I'll turn it over. Appreciate all the detail. Yep. Our next question comes from the line of Ghansham Panjabi with Baird. Hi. Good morning. This is Matthew Krueger sitting in for Ghansham. Thanks for taking our questions. I guess I wanted to start out around the divestiture package of the business. Can you provide some added detail around your high level of confidence on that $1 billion in that proceeds related to the divestitures? I mean, where are you at in the process of divesting these businesses? And can you provide any detail on general financial metrics behind the package, or at least what you're assuming? Anything from a multiple perspective, earnings, revenue to be divested, anything there would be helpful. Hey, Matt. We'll likely provide details at a later date on that. But this isn't, I'd say, that what we're focused on is we've done a really comprehensive evaluation of the portfolio, and it resulted in our diversified perspective on the portfolio where we separated 10 businesses and ran them in a different way. As a result of that, we thought really clearly about what businesses really had opportunity to utilize the Sonoco operating model. We've brought some businesses back in, which is really exemplified by the TFP portfolio and what we're doing there. We feel really good about that. There's some other businesses where we just use the best owner mindset, and we really thought these are great businesses, but they might not be ones that benefit directly from our ability to really operate businesses in the way that we generate value. ThermoSafe was identified as one of those. It's really a great innovation company with a high service model and one that is in a really unique growth market. We think that this is an opportunity to unlock some value for Sonoco shareholders by selling that business and ensuring that the right owners have it. So it's a very profitable business with a great growth market, and we expect to receive value for that. That's indicative of our ability to deleverage through this process. We do expect to have meaningful proceeds from that divestiture and also achieve the $1 billion mark by selling ThermoSafe and potentially other assets. Got it. Got it. That's helpful. I totally understand on the timing of any disclosures. I just wanted to follow up. Eviosys is a business that is relatively familiar to many of us on the street and across the packaging landscape. That business was sold years ago to KPS. What has changed under KPS ownership as far as the asset goes that you're now purchasing that makes it comparatively more attractive to Sonoco? Have there been any significant investments or adjustments to the acquired footprint or asset base? I know you mentioned $250 million in CapEx. That's somewhere around 3% of revenues spent over that on an annual basis. Is there anything we should know about as far as the asset goes that has changed? Yeah. Matt, it's really not a big secret that we played in the process during the period where Eviosys acquired this asset. And as we stepped in under the current view, they did everything that we had expected to have done in the same period of time. And so really, they got the first shot at particularly from a procurement perspective. But also, no, I wouldn't say a lot of footprint rationalization, but some. But really, taking that look of low-cost producer location, centralizing componentry supply, etc., things that we had targeted if we had won this asset several years ago, they've carried that playbook. What's exciting is they've only held this asset for less than three years, and there's still work to do in terms of synergies and opportunities to include rationalization opportunities. We really haven't focused on those. As we look at the $100 million of synergies, we think about what kind of benefit that we can achieve via the outline we shared during the presentation, but the largest of which is taking that large steel spend that we have in North America and combining it to become the largest food can, aerosol can buyer of tinplate. So they did a great job of execution. And on the first phase, there's more opportunities to come. And we have shared with you the synergies that we have in play as it relates to what this combination does for the total Sonoco. Got it. That's helpful. That's it for me. I'll turn it over. Thanks. Our next question comes from the line of Anthony Pettinari with Citi. Good morning. Maybe just following up on Matt's question, Eviosys grew EBITDA 50% from 2021, which is a big jump. I'm just wondering if you could talk about the sustainability of that increase. And is there anything in there, given we had the pandemic, maybe some big moves in metal, obviously private equity ownership, and external to the asset? Has the European industry changed at all? Has it consolidated, or has the competitive environment there changed since some of us covered it back when Crown owned it? And then maybe just a minor final question. Does Crown still retain a 20% ownership stake here? Thanks. No. Crown will be, I guess, what's the right word, but Eviosys or KPS will be backstopping our equity offering, but Crown will not be involved in that. Back to your first part of the question. Yes, sustained. Fortunately, we lived exactly through the COVID ups and downs, and so eyes wide open. So as we did our due diligence, yes, sustainable improvements that they've put forth in this business with more opportunities to come. As it relates to consolidation, I really can't date back to the period you're referring to, but at this point in time, there are two strong players in Europe, one being, of course, this asset being the number one, and quite a few regional players. But as we've seen here in the United States through the Ball acquisition, once again, being a strategic that is focused on this market, we have been nothing but pleased in terms of the market reaction to us entering. And again, with this asset, we feel like we're going to have further opportunity via innovation, supply chain, etc., to enhance our total market position. Great. That's very helpful. I'll turn it over. Our next question comes from the line of Mark Weintraub with Seaport Research Partners. Thank you. First, perhaps if you could just share with us if you have the 2022 and 2023 sales and EBITDA numbers for Eviosys. That'd be great. Yeah. We can give a general trend there. I'd say revenue in 2022 was around EUR 2.8 billion. That was the period of kind of high pricing. And since then, we've had de-stocking down to what we expect 2024 will be EUR 2.5 billion. EBITDA in 2022 was around EUR 340 million. And so they have increased EBITDA since 2022 to Anthony's question about 25% since then, and the business has really meaningful momentum. I would say the 2024 number that we've put out there is our base case projection, and we feel really confident about that. But certainly, the business feels like there's additional upside. So, Rob, I noticed in Crown's 10-K that the equity and earnings fell quite a bit in 2023. I realize there can be lots of noise in that. But could you just give us a sense as to Adjusted EBITDA in 2023 versus 2022? Did that directionally, was that similar? Did it go down a lot? And if it did go down a bunch, sort of. No. I mean, the business has actually had a very consistent upward trend in EBITDA. So 2022 to 2023 was probably a 15%-20% increase in EBITDA. They did have a dividend, which probably would have impacted their net income at that period. Gotcha. That's very helpful. Thank you. And then just two quick ones too. Given that sort of the potentially the equity issuance, etc., and the seller potentially retaining, I just wanted to confirm. I assume the asset base does get written up to the acquisition price for cash tax purposes. Is that correct? I'm sorry. I couldn't hear that. So there aren't meaningful tax implications here. The asset has done an acquisition recently. We don't feel like there's, unlike Ball Metalpack, where we achieved over $200 million of tax benefits. And this is, the tax benefits aren't a meaningful consideration in terms of valuation here. Okay. So just to clarify, does the tax basis get written up to the $3.9 billion? Yes, it will. Okay. Thank you. And then just lastly, is there anything you can share in terms of potential impacts from PPWR in Europe for this business and your thoughts there? No. We feel very, very good about the entire sustainability story related to the metals in general. And certainly, Europe, there's even more focus in that area. I guess it should be noted that they are Platinum, Eviosys. And metal is the number one recycled metal. Food cans are the number one recycled form of packaging, food packaging in Europe, and I think possibly in the United States as well. So we don't see any issues there. Potentially advantages, or it's sort of neutral from your perspective? I'm sorry. I think I didn't get the case detail. Sorry, Mark. I couldn't hear you. I'm sorry. I don't know if I have a bad connection here. I didn't know if there were potential benefits from a relative competitive perspective you thought related, or should we just basically view it as a neutral PPWR? No. I'd say benefits for sure. From a commercial perspective, we're not building any of that into. So from a commercial perspective, holding it neutral, but tremendous amount of innovation, design, etc., that when we talk about the addressable market of $25 billion, $14 billion or so between U.S. and Europe, that's metal only. But there are future opportunities, again, that we haven't built into any type of model. And then if I could just squeeze one last one, again, kind of clarifying. On the pro forma EPS for 2025, does that also include the divestiture impact potentially, or is that not assuming anything on the divestiture side? That's just the acquisition impact. Yes. We're excluding divestiture. So yes, we're accounting for the fact that we're committed to divesting, and we're taking those numbers out of the pro forma. Super. Appreciate the color. Our next question comes from the line of Gabe Hajde with Wells Fargo. Good morning. Howard, Roger. Hey, Gabe. I had a couple of questions, I guess, on the financing element of the deal. So assuming it seems like you guys are structuring this to maintain IG rating, would you have a point of view about kind of blended cost of debt on the transaction? And then typically, there's some cost associated with achieving synergies, but this transaction almost seems like a gift that keeps on giving in terms of a lot of its procurement-related, so may not necessarily require a lot of spend. But just curious, when I look back at the assets that were sold versus what's being acquired, I think both site 44 facilities. So just any cost associated with synergy realization. Yeah. Good question. On the cost of debt, we're most likely anticipating to hedge some of the bonds. So we'll have exposure to euro-denominated interest rates, which will give us about anywhere from 100-150 basis points of improvement from where we could issue the debt in the U.S. So that brings the blended rate and the transaction and kind of the force in terms of a percentile. Obviously, that's subject to change as we market the securities, and we're not planning on raising the debt until we have all the pro formas completed. On the cost of synergies, yeah, you're right. It's a really low-cost synergy profile, I would say. And the real benefit of getting the operating model and the footprint right isn't actually in the $100 million that we've said. That will have probably more cost. We think getting through the SG&A component of the savings, which is going to be over the balance of the 24 months and probably more back-end loaded, is $30 million, give or take. Okay. And then have you given us and I know you said you're going to provide a little bit more detail as things get a little bit closer and maybe get deeper in the process. But just high-level, the $1 billion of sale proceeds, maybe associated rough EBITDA with that. And then I guess going back to Eviosys transaction, I think average CapEx for that business had been like $45 million or so in the five years prior to it being sold. Looks like it's around $80 million today. Is that a safe number to kind of pencil in, $80 million or so? Yeah. On the CapEx question, they have been spending more of the last couple of years. I think it's in line with our strategy where we've seen these businesses that have real opportunity for cash-on-cash improvements, and that's been a really meaningful driver for the 50% EBITDA improvement. We think that there still is opportunity to invest in that business, and there's opportunity to run these assets on a global basis. And so we think as we do that, there'll be opportunity to really drive high returns. We don't anticipate that the current $75 million of CapEx is what they need long-term. The maintenance CapEx requirement on this business is actually in the $25 million-$30 million a year range. So that's a real driver for the cash flow profile here when you start thinking about a business that generates over $400 million of EBITDA but only really requires $25 million of CapEx. EBITDA associated with the $1 billion in divestitures? Yeah. It's a mix of businesses, and it's a real mix of valuations as well. I'd say we're starting with ThermoSafe, and we expect a premium on that one. So I would start with Sonoco's multiple and move up. Great. Thank you. As a reminder, if you'd like to ask a question at this time, please press star 11 on your touch-tone telephone. Our next question comes from the line of George Staphos with Bank of America. Hi. Thank you. I guess two questions for me. Can you talk to the degree to which there's been positive or negative price- cost in the markets for Eviosys over the last couple of years? What kind of environment has it been? Relatedly, have you seen increases in pack sizes in contract acreage, which in turn is driving this growth? I know you said it's sustainable, but just want to see if there's any kind of, if you will, cyclical element here. And then back kind of to my earlier question, again, history says that aerosol can and food can businesses, while they're frequently tinplate steel, they're different. Different customers, different commercial terms, different growth rates. Why do you think I know there's going to be a purchasing benefit here, a supply chain benefit, but why do you think these are businesses that will work well together if you agree with that narrative, especially given the fact that one is larger in aerosol in North America and one is larger in food cans in Europe? Thank you, guys. Yeah. So George, we look at aerosol and food can exactly like you just described. We do run them as separate businesses where they have similarities, yes, component manufacturing, but the markets are different, and we manage it that way. And that's how we're structured here in the United States. So you're spot on, and we're not varying from your thoughts at all in that regard. They're small in aerosols in Europe, and I think it's 3% or less of turnover. We'll see where that takes us in terms of that business in Europe. But I'll leave that at that. That you're exactly right. And we do manage those separately outside of where we have cost synergies associated with mixing the business. As far as anything that I think what you're looking for is, was there one-offs that drove volumes in the last year or so, pack sizes, big harvest? Not aware of any of that. I am aware of as I spoke to from organic basis expansions outside of Europe and Northern Africa and Thailand. But those numbers haven't really materialized yet. Those are sponsored facilities that are being erected. I guess Thailand is just now starting up. But other wins that they've seen in the European market with a strategic mindset and focus towards the business. So nothing material there. And price- cost, I don't have visibility of that, Rob. Yeah. As Howard said, George, the driver for the improvement wasn't volumes at all. There isn't a cyclical good pack season driving this at all. There was actually, in the last couple of years, they've had what most of the packaging industries had and what we think is probably more exaggerated and metal packaging of this restocking, destocking trend. We're through that process, and they're through that process. And so we feel like they're at a normalized level of profitability. There's some optimism around the pack season this year in Europe, and we don't have that in our forward projection for our estimate for the year. How they improved the EBITDA was really just the blocking and tackling of pricing, getting pricing right, and getting tinplate procurement right. And so, yeah, price- cost was a big part of that improvement because that was where they were getting it. That's totally sustainable and actually something that we can really leverage with a global platform to get even more procurement savings and even more kind of stability of supply, I would say. That should enable us to really serve customers better, which I think drives through the value that we create. Hey, Rob, one last one, and I'm sorry. Recognizing you want to keep investment grade, and you're going to be managing the balance sheet very carefully, including potentially an equity offering. The right deal came across. I mean, maybe I'm phrasing it conveniently, but do you envision growing this business further through acquisition since there are other assets that are potentially out there that you'd be competing against, and you'd now have scale and size advantages versus? Thank you. Good luck with the process. Yeah. Thanks, George. I'd say we're not actively looking at this point in time, obviously. We've got our hands completely full with integration and ensuring the success of this asset. With not having visibility, that's going to be dependent on what that opportunity may look like. Post getting our debt at the forecasted levels, yeah, we may open the aperture up again and really get more aggressive. But it's going to be opportunity-based in the meantime. Thank you very much. Thanks, George. That concludes today's question and answer session. I'd like to turn the call back to Lisa Weeks for closing remarks. Thank you again for joining us today and your interest in this very important transaction. Management will be available after this call today and through the week to answer any follow-up questions you may have. Please don't hesitate to reach out to me, and I'll be happy to set up a time. With that, we'll close out the call for today and hope you all have a good day. Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.