NEW BRITAIN, Conn.--(BUSINESS WIRE)--Nov. 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 common stock is expected to be delivered upon settlement of the
purchase contracts in November 2016 (subject to early settlement in
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 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 firstname.lastname@example.org
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 email@example.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
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
“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.
Source: Stanley Black & Decker, Inc.
Stanley Black & Decker, Inc.
Greg Waybright, 860-827-3833
President, Investor & Government Relations