Stanley Black & Decker, Inc. Announces Pricing of Equity Units Offering

  Stanley Black & Decker, Inc. Announces Pricing of Equity Units Offering

Business Wire

NEW BRITAIN, Conn. -- November 26, 2013

Stanley Black & Decker, Inc. (NYSE: SWK) (the “Company”) announced today that
it priced its offering of 3,000,000 Equity Units (the “Units”). The offering
is being made under the Company’s existing shelf registration statement
previously filed with the Securities and Exchange Commission (the “SEC”) and
is expected to close on December 3, 2013.

The Units will initially consist of $300 million aggregate principal amount
($100 principal amount per each Unit) of junior subordinated notes due 2018
(the “notes”) and contracts to purchase, for an aggregate of $300 million,
shares of common stock. The Company has granted to the underwriters an option
to purchase an additional 450,000 Units to cover over-allotments. Quarterly
contract adjustment payments equivalent to 4.00% per year will be made on the
stated amount of $100 per Unit. The $300 million in aggregate principal amount
of notes that mature November 17, 2018, will pay interest quarterly at an
annual rate of 2.25%. The Company may defer contract adjustment payments on
the Units and interest payments on the notes. The notes are expected to be
remarketed in November 2016 (unless the Company elects to remarket the notes
earlier, during a period beginning in August 2016 and ending in October 2016),
at which time the interest rate on the notes may be reset. The Company will
receive gross proceeds of $300 million from the sale of the Units, before
deducting the underwriters’ discounts and commissions and offering expenses
(excluding any exercise of the over-allotment option).

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. 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 option
transactions, is greater than the $98.7963 exercise price of the options,
which is equal to the threshold appreciation price of the Units, subject to a
cap price of $112.91, which is 40% above the closing price of the Company’s
common stock on November 25, 2013.

The Company is concurrently offering $400 million aggregate principal amount
of 5.75% 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 offering of the Equity Units will be made only by means of a
prospectus and a related prospectus supplement.

Copies of the final prospectus for the offerings may be obtained 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) 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
capital markets; interest rates; 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
 
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