Stanley Black & Decker, Inc. Announces Equity Units Offering

  Stanley Black & Decker, Inc. Announces Equity Units Offering

Business Wire

NEW BRITAIN, Conn. -- November 25, 2013

Stanley Black & Decker, Inc. (NYSE: SWK) (the “Company”) announced today its
intention to offer to sell, subject to market and other conditions, 3,000,000
Equity Units (the “Units”). The Company expects the Units will initially
consist of $300 million aggregate principal amount of junior subordinated
notes due 2018 and contracts to purchase, for an aggregate of $300 million,
shares of common stock. The Company expects to grant to the underwriters an
option to purchase additional Units to cover over-allotments. The offering
will be made pursuant to an effective registration statement filed with the
Securities and Exchange Commission (the “SEC”).

The common stock is expected to be delivered upon settlement of the purchase
contracts in November 2016 (subject to early settlement in certain
circumstances).

The Company intends to use the net proceeds from the offering for general
corporate purposes, including repayment of short term borrowings. The Company
also intends to use a portion of the net proceeds of the offering to purchase
options on its common stock from counterparties, which may include certain of
the underwriters and their affiliates. These option transactions are generally
expected to provide an economic offset to dilution upon settlement of the
purchase contracts if the transactions are exercised and the price per share
of the Company’s common stock, as measured under the terms of the
transactions, is greater than the threshold appreciation price of the Units,
subject to a cap.

The Company is concurrently offering $400 million aggregate principal amount
of fixed-to-floating rate junior subordinated debentures due 2053. The
completion of the concurrent debentures offering is not subject to the
completion of the offering of Equity Units and the completion of the offering
of Equity Units is not subject to the completion of the concurrent debentures
offering.

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and J.P.
Morgan Securities LLC are acting as joint book-running managers of this
offering.

This press release does not constitute an offer to sell or a solicitation of
an offer to buy nor shall there be any sales of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.

The Company has filed a registration statement (including a prospectus) with
the SEC for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and the
other documents the Company has filed with the SEC for more complete
information about the Company and the offering. You may get these documents
for free by visiting EDGAR on the SEC’s website at http://www.sec.gov.
Alternatively, copies may be obtained by contacting Citigroup Global Markets
Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York 11717, by email at batprospectusdept@citi.com or by calling toll-free
at 1-800-831-9146; or Credit Suisse Securities (USA) LLC, Attention:
Prospectus Department, One Madison Avenue, New York, New York 10010, by email
at newyork.prospectus@credit-suisse.com or by calling 1-800-221-1037; or J.P.
Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717, Attention: Prospectus Department, or by
calling 1-866-803-9204.

About Stanley Black & Decker

Stanley Black & Decker, an S&P 500 company, is a diversified global provider
of hand tools, power tools and related accessories, mechanical access and
electronic security solutions, healthcare solutions, engineered fastening
systems, and more.

Statements in this press release that are not historical, including but not
limited to those regarding the Company’s: (i) planned securities offerings;
(ii) anticipated use of the net proceeds; and (iii) expected results of the
option transactions; are “forward looking statements” and subject to risk and
uncertainty. No assurance can be given that the offering will be consummated
on the terms described above or at all. Consummation of the offering and the
terms thereof are subject to numerous conditions, many of which are beyond the
control of the Company, including: the prevailing conditions in the public and
private capital markets; interest rates; and economic, political and market
factors affecting trading volumes, securities prices or demand for the
Company’s stock.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of
1995: Statements in this press release regarding Stanley Black & Decker,
Inc.’s business which are not historical facts are “forward-looking
statements” that involve risks and uncertainties. For a discussion of such
risks and uncertainties, which could cause actual results to differ from those
contained in the forward-looking statements, see “Risk Factors” in the
Company’s Annual Report or Form 10-K for the most recently ended fiscal year.

Contact:

Stanley Black & Decker, Inc.
Greg Waybright, 860-827-3833
Vice President, Investor & Government Relations
greg.waybright@sbdinc.com