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Stanley Black & Decker, Inc. Announces Equity Units Offering

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 “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.

Source: Stanley Black & Decker, Inc.

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