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SEC Filings

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


Table of Contents

DESCRIPTION OF THE NOTES

General

The notes will be issued under an indenture, dated as of November 1, 2002 (the “Indenture”), between us and The Bank of New York Mellon Trust Company, N.A. as successor trustee (the “Trustee”) to JPMorgan Chase Bank, N.A., as supplemented by the second supplemental indenture, dated as of March 12, 2010, among us, Black & Decker and the Trustee and a supplemental indenture among us, Black & Decker and the Trustee establishing the terms of the notes. The following description of the particular terms of the notes supplements the description of the general terms and provisions of the debt securities set forth in the accompanying prospectus.

The notes:

 

   

will be unsecured, unsubordinated debt securities;

 

   

will initially be limited to $400,000,000 aggregate principal amount;

 

   

will mature on December 1, 2021;

 

   

will bear interest from November 22, 2011 at the rate of 3.40% per annum;

 

   

will pay interest semiannually, in arrears, on June 1 and December 1, commencing on June 1, 2012 to the persons in whose names the notes are registered at the close of business on the preceding May 15 and November 15, respectively; and

 

   

will be issued in book-entry form only.

As used in this “Description of the Notes,” the terms “we,” “our” and “us” refer to Stanley Black & Decker, Inc., a Connecticut corporation, and do not, unless otherwise specified, include our subsidiaries.

Black & Decker Guarantee

The notes will be guaranteed on a senior unsecured basis by Black & Decker. Black & Decker will guarantee the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all of our monetary obligations under the Indenture and the notes, whether for principal of, premium, if any, or interest on the notes, expenses, indemnification or otherwise, and agree to pay any and all reasonable out-of-pocket expenses incurred by the Trustee or the note holders in enforcing any rights under the guarantee. The obligations of Black & Decker as a guarantor will be limited to the extent necessary to prevent the obligations from constituting a fraudulent conveyance or fraudulent transfer.

Black & Decker’s guarantee will be a continuing guarantee and will inure to the benefit of and be enforceable by the Trustee, the holders of the notes and their successors, transferees and assigns.

Notwithstanding the preceding paragraph, Black & Decker will automatically and unconditionally be released from all obligations under its guarantee, and such guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) upon the merger or consolidation of Black & Decker, in the event of a sale or other transfer of equity interests in, or assets of, Black & Decker, or dissolution of Black & Decker in compliance with the terms of the Indenture following which Black & Decker ceases to be our consolidated subsidiary; (ii) upon legal or covenant defeasance of our obligations, or satisfaction and discharge of the Indenture or (iii) upon payment in full of the aggregate principal amount of all notes then outstanding.

In addition, we are permitted to release the guarantee of the notes without the consent of the Trustee or any holder of notes if:

(1) Black & Decker is not then, or immediately thereafter will not be, a guarantor of our credit agreement with a syndicate of banks represented by Citibank, N.A. or any replacement bank credit facility or such guarantee is released simultaneously with the release of the guarantee on the notes;

 

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