Stanley Black & Decker (SWK) Announces Equity Units Offering

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.

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