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 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 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.