NEW BRITAIN, Conn.,
Nov. 7, 2019 /PRNewswire/
-- Stanley Black & Decker, Inc. (NYSE: SWK) (the
"Company") announced today that it priced its offering of 6,750,000
Equity Units (the "Units"). The Company has granted to the
underwriters an option to purchase up to an additional 750,000
Units to cover over-allotments. 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 November 13,
2019.
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 Common Stock is expected to
be delivered upon settlement of the purchase contracts in
November 2022 (subject to early
settlement in certain circumstances). Quarterly contract adjustment
payments equivalent to 5.25% per year will be made on the stated
amount of $100 per Unit, subject to
the Company's right to defer contract adjustment payments.
The Convertible Preferred Stock will have an initial conversion
rate of 5.2263 shares of the Common Stock per share of the
Convertible Preferred Stock, equivalent to an initial conversion
price of approximately $191.34,
subject to adjustment. The initial conversion price represents a
premium of approximately 20% above the closing price of the Common
Stock on November 7, 2019. 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
Convertible Preferred Stock is expected to be remarketed in
November 2022, unless the Company
elects to remarket the Convertible Preferred Stock earlier, during
a period beginning on and including August
10, 2022 and ending on and including October 27, 2022, at which time the conversion
rate and/or the dividend rate may be increased and certain other
terms of the Convertible Preferred Stock may change. The Company
may pay contract adjustment payments on the Units and dividend
payments on the Convertible Preferred Stock (if the dividend rate
of the Convertible Preferred Stock is increased upon successful
remarketing) in cash, shares of the Common Stock or a combination
of cash and shares of the Common Stock, at the Company's election,
unless the Company has previously irrevocably elected a contract
adjustment payment method to apply, and may defer contract
adjustment payments on the Units and dividend payments on the
Convertible Preferred Stock (if the dividend rate of the
Convertible Preferred Stock is increased upon successful
remarketing). The Convertible Preferred Stock is perpetual, but the
Company may redeem all or any portion of the outstanding
Convertible Preferred Stock from and after December 2022, at a redemption price equal to
100% of the liquidation preference thereof, plus any accumulated
and unpaid dividends (if the dividend rate of the Convertible
Preferred Stock is increased upon successful remarketing).
The Company will receive gross proceeds of $675 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 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
option transactions, is greater than the $191.3400 lower strike price of the options,
which corresponds to the initial conversion price for the
Convertible Preferred Stock, subject to a cap price of $207.2850 (in each case subject to adjustment),
which is 30% above the closing price of the Common Stock on
November 7, 2019.
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.
The offering of the Equity Units will be made only by means of a
prospectus and a related prospectus supplement. 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. Copies of
the final prospectus supplement for the offering 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 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, 608 2nd Avenue South, Suite 1000,
Attention: WFS Customer Service, Minneapolis, Minnesota 55402, or by emailing
at wfscustomerservice@wellsfargo.com or by calling at (800)
645-3751.
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