NEW BRITAIN, Conn.,
Nov. 7, 2019 /PRNewswire/ --
Stanley Black & Decker, Inc.
(NYSE: SWK) (the "Company") announced today its intention to offer
to sell, subject to market and other conditions, 6,750,000 Equity
Units (the "Units"), each with a stated amount of $100. The Company expects the Units will
initially consist of an aggregate of 675,000 shares of 0% Series D
Cumulative Perpetual Convertible Preferred Stock (the "Convertible
Preferred Stock"), with an aggregate liquidation preference of
$675 million, and contracts to
purchase, for an aggregate of $675
million, shares of the Company's common stock (the "Common
Stock"). The Company expects to grant to the underwriters an option
to purchase up to an additional 750,000 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
2022 (subject to early settlement in certain
circumstances).
The Convertible Preferred Stock will initially not bear any
dividends and the liquidation preference of the Convertible
Preferred Stock will not accrete. Each share of Convertible
Preferred Stock may be converted only after being separated from
the Units and, prior to November
2022, only upon the occurrence of certain fundamental change
events. Upon any such conversion, the Company will pay or deliver,
as the case may be, cash, shares of Common Stock or a combination
of cash and shares of Common Stock, at the Company's election,
unless the Company has previously irrevocably elected a settlement
method to apply.
The Company intends to use the net proceeds from the offering,
together with cash on hand, to redeem its existing 5.75% Junior
Subordinated Debentures due 2052. The Company also intends to use a
portion of the net proceeds of the offering, together with cash on
hand, to purchase options on the 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 Convertible
Preferred Stock if the transactions are exercised and the price per
share of the Common Stock, as measured under the terms of the
transactions, is greater than the lower strike price of the option
transactions, which is expected to be equal to the initial
conversion price for the Convertible Preferred Stock, subject to a
cap price.
Citigroup Global Markets Inc., Credit Suisse Securities
(USA) LLC and Wells Fargo
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.
This press release also does not constitute a notice of redemption
of the Company's existing 5.75% Junior Subordinated Debentures due
2052.
The offering of these securities may be made only by means of a
prospectus and a related prospectus supplement. Before you invest,
you should read the prospectus, the related prospectus supplement
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 or by calling
toll-free at 1-800-831-9146; 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 and Wells Fargo Securities, LLC, 375 Park Avenue,
4th Floor, New York, New
York 10152, Attention: Equity Syndicate Department, or by
emailing at cmclientsupport@wellsfargo.com or by calling at
(800) 326-5897.
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, 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 offering of the Units; (ii) anticipated use of the net
proceeds; and (iii) expected results of the option transactions;
are "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 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.
For a discussion of risks and uncertainties, which could cause
actual results to differ materially from those contained in the
forward-looking statements, see "Risk Factors" in the Company's
Annual Report on Form 10-K for the most recently ended fiscal
year.
Investor Contacts
Dennis
Lange
Vice President, Investor Relations
860-827-3833
dennis.lange@sbdinc.com
Cort Kaufman
Director, Investor Relations
(860) 515-2741
cort.kaufman@sbdinc.com
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SOURCE Stanley Black &
Decker