Stanley Black & Decker (SWK) Prices 6.75M Equity Units Offering

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.

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