On March 2, 2022, Stanley Black & Decker, Inc. (the “Company”) entered into certain accelerated share repurchase agreements (the “ASR Agreements”) with Bank of America, N.A. and Citibank, N.A. (together with Bank of America, N.A., the “Bank Counterparties”) to repurchase $2.0 billion of the Company’s common stock. The ASR Agreements were entered into pursuant to the Company’s current authorization to repurchase up to the greater of $2.5 billion of common stock or 20 million shares of common stock.
Under the ASR Agreements, the Company will make an initial payment of $1,000,000,000 to each of the Bank Counterparties, and will receive an aggregate initial delivery of approximately 10,756,770 shares of common stock on March 2, 2022. The final number of shares to be repurchased will be based on the volume-weighted average price of the Company’s common stock during the terms of the transactions, less a discount and subject to adjustments pursuant to the terms of the ASR Agreements, and the final settlements under the ASR Agreements are expected to be completed in the second quarter of 2022. At settlement, the Bank Counterparties may be required to deliver additional shares of common stock to the Company, or, under certain circumstances, the Company may be required to deliver shares of its common stock or may elect to make a cash payment to the Bank Counterparties. The terms of the accelerated share repurchases under the ASR Agreements are subject to adjustment if the Company enters into or announces certain types of transactions or takes certain corporate actions. The Company intends to fund the initial payment pursuant to the ASR Agreements through borrowings under one of the Company’s existing 364-day credit agreements.
The ASR Agreements contain the principal terms and provisions governing the accelerated share repurchases, including, but not limited to, the mechanism used to determine the number of shares that will be delivered, the required timing of delivery of the shares, the circumstances under which the Bank Counterparties are permitted to make adjustments to valuation and calculation periods and various acknowledgments, representations and warranties made by the parties to one another.
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