| Item 1.01 | Entry Into a Material Definitive Agreement. |
On March 6, 2023, Stanley Black & Decker, Inc. (the “Company”) completed its previously announced underwritten public offering (the “Offering”) of $350,000,000 aggregate principal amount of the Company’s 6.272% Notes due 2026 (the “2026 Notes”) and $400,000,000 aggregate principal amount of the Company’s 6.000% Notes due 2028 (the “2028 Notes” and, together with the 2026 Notes, the “Notes”). The Notes were offered and sold pursuant to a prospectus, dated October 27, 2020 (the “Base Prospectus”), forming a part of the Company’s shelf registration statement on Form S-3 (Registration No. 333-249689), and a prospectus supplement, dated March 1, 2023. The Company intends to use the net proceeds from the Offering for general corporate purposes, including repayment of indebtedness under the Company’s commercial paper facilities.
In connection with the Offering, the Company entered into an underwriting agreement, dated March 1, 2023 (the “Underwriting Agreement”), between the Company and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), providing for the issuance and sale by the Company to the Underwriters of the Notes. The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Notes were issued under an indenture, dated as of November 1, 2002 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as successor trustee to JPMorgan Chase Bank, N.A., as supplemented by an eleventh supplemental indenture, dated as of March 6, 2023 (the “Eleventh Supplemental Indenture”), between the Company and the Trustee, establishing the terms of the Notes (the Base Indenture, as so supplemented, the “Indenture”). The Indenture and the forms of the Notes, which are attached as exhibits to the Eleventh Supplemental Indenture, provide, among other things, that the Notes are unsecured obligations of the Company.
The 2026 Notes were priced to the public at 100.000% of the principal amount thereof, and the 2028 Notes were priced to the public at 99.893% of the principal amount thereof. The 2026 Notes will mature on March 6, 2026 and will bear interest from and including March 6, 2023 at a rate of 6.272% per year. The 2028 Notes will mature on March 6, 2028 and will bear interest from and including March 6, 2023 at a rate of 6.000% per year. The Company will pay interest on the 2026 Notes on March 6 and September 6 of each year, commencing on September 6, 2023. The Company will pay interest on the 2028 Notes on March 6 and September 6 of each year, commencing on September 6, 2023.
Prior to March 6, 2024, the Company may redeem the 2026 Notes, at its option, at any time and from time to time, as a whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2026 Notes to be redeemed and (ii) a make-whole amount as set forth in the Indenture, plus accrued and unpaid interest on the applicable 2026 Notes to be redeemed to, but excluding, the redemption date of the applicable 2026 Notes. Commencing on March 6, 2024, the Company may redeem the 2026 Notes, at any time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest on the 2026 Notes to be redeemed to, but excluding, the redemption date.
Prior to February 6, 2028, the Company may redeem the 2028 Notes, at its option, at any time and from time to time, as a whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2028 Notes to be redeemed and (ii) a make-whole amount as set forth in the Indenture, plus accrued and unpaid interest on the applicable 2028 Notes to be redeemed to, but excluding, the redemption date of the applicable 2028 Notes. Commencing on February 6, 2028, the Company may redeem the 2028 Notes, at any time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest on the 2028 Notes to be redeemed to, but excluding, the redemption date.
Subject to certain limitations, in the event of a change of control repurchase event, the Company will be required to make an offer to purchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. The Indenture also contains certain limitations on the Company’s ability to incur liens and enter into sale lease-back transactions, as well as customary events of default.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Base Indenture is incorporated by reference as Exhibit 4.1 to this Current Report on Form 8-K, and a copy of the Eleventh Supplemental Indenture is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein. The above descriptions of the material terms of the Underwriting Agreement, the Base Indenture, the Eleventh Supplemental Indenture and the Notes, as applicable, do not purport to be complete and each is qualified in its entirety by reference to the relevant exhibit.
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