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SEC Filings

424B1
BLACK & DECKER CORP filed this Form 424B1 on 11/18/2011
Entire Document
 


Table of Contents

RISK FACTORS

In considering whether to invest in the notes you should carefully consider all of the information we have incorporated by reference into this prospectus supplement and the accompanying prospectus. In particular, you should carefully consider the risk factors described below, the discussion of risks relating to our business under the caption “Risk Factors” in our annual report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and the factors listed in “Special Note Regarding Forward-Looking Statements” in the accompanying prospectus before deciding whether an investment in the notes is suitable for you. The notes are not an appropriate investment for you if you are unsophisticated with respect to the significant terms of the notes or financial matters.

Risk Factors Relating to the Notes

An active trading market for the notes may not develop.

We cannot assure you that an active trading market for the notes will develop or as to the liquidity or sustainability of any such market, the ability of the holders to sell their notes or the price at which holders of the notes will be able to sell their notes. Future trading prices of the notes will depend on many factors, including, among other things, prevailing interest rates, the market for similar securities, our performance and other factors. We do not intend to apply for listing of the notes on any securities exchange or other market.

We cannot assure you as to the market price for the notes. If you are able to resell your notes, the price you receive will depend on many other factors that may vary over time, including:

 

   

our credit ratings;

 

   

the number of potential buyers;

 

   

the level of liquidity of the notes;

 

   

our financial performance;

 

   

the amount of total indebtedness we have outstanding;

 

   

the level, direction and volatility of market interest rates and credit spreads generally;

 

   

the market for similar securities;

 

   

the repayment and redemption features of the notes; and

 

   

the time remaining until your notes mature.

As a result of these and other factors, you may be able to sell your notes only at a price below that which you believe to be appropriate, including a price below the price you paid for them.

There is no limit on our ability to create additional notes.

Under the terms of the Indenture (as defined herein) under which the notes will be issued, we may from time to time without notice to, or the consent of, the holders of the notes, create and issue additional notes identical to the notes in all respects (except for the payment of interest accruing prior to the issue date of the new notes or except for the first payment of interest following the issue date of the new notes) so that the new notes may be consolidated and form a single series with the notes.

We may release the Black & Decker guarantee.

We are permitted to release the Black & Decker guarantee under the circumstances described under “Description of the Notes—Black & Decker Guarantee.” If we release the Black & Decker guarantee, the notes will be structurally subordinated to all existing and future indebtedness and other obligations of Black & Decker and our other subsidiaries. See “Description of the Notes—Ranking.”

 

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