8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 18, 2017

 

 

Stanley Black & Decker, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Connecticut   1-5224   06-0548860

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

1000 Stanley Drive, New Britain,

Connecticut

   06053
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (860) 225-5111

Not Applicable

Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

On January 18, 2017, Stanley Black & Decker, Inc., a Connecticut corporation (the “Company”) entered into a 364-Day Credit Agreement (the “Credit Agreement”) with each of the initial lenders named therein, Citibank, N.A., as administrative agent, Citigroup Global Markets Inc., Goldman Sachs Bank USA and Wells Fargo Securities, LLC, as lead arrangers and book runners, and Goldman Sachs Bank USA and Wells Fargo Bank, National Association, as syndication agents.

The Credit Agreement consists of a $1.25 billion revolving credit loan (“Revolving Credit Loan”) and a sub-limit of an amount equal to the Euro equivalent of $400 million for swing line advances (“Swing Line Advances”), which may be drawn by the Company and its subsidiaries which are designated as Designated Borrowers under the Credit Agreement (each, a “Borrower”). The Company guarantees its obligations and the obligations of each Designated Borrower under the Credit Agreement.

Borrowings under the Revolving Credit Loan may be made in US Dollars or Euros and borrowings under the Swing Line Advances shall be made in Euros, pursuant to the terms of the Credit Agreement. Borrowings under the Revolving Credit Loan bear interest at a floating rate or rates equal to, at the option of the Company, the Eurocurrency Rate or the Base Rate, plus the applicable margin specified in the Credit Agreement. Swing Line Advances bear interest at the Overnight Rate plus the applicable margin specified in the Credit Agreement.

The Company must repay all Revolving Credit Advances by the earlier of (i) January 17, 2018 or (ii) the date of termination in whole, at the election of the Company, of the commitments by the lenders under the Credit Agreement (the “Termination Date”). The Company may, however, convert all Advances outstanding on the Termination Date in effect at such time into a term loan (“Term Loan”), provided that the Company, among other things, pays a fee to the administrative agent for the account of each lender. The Term Loan shall be repaid in full no later than the first anniversary of the Termination Date. The Company must repay all Swing Line Advances by the earlier of (i) the Termination Date and (ii) seven business days after such Swing Line Advance is made.

Each Borrower may prepay Advances, subject to the terms and conditions of the Credit Agreement. In addition, the Company may be required, upon the request to the Required Lenders, to prepay any borrowings under the Credit Facility upon a change of control.

The proceeds under the Credit Agreement may be used for general corporate purposes. None of the proceeds from the Credit Agreement were drawn down at closing.

The Credit Agreement contains customary affirmative and negative covenants that include, among other things:

 

  •   maintenance of an interest coverage ratio;

 

  •   a limitation on creating liens on certain property of the Company and its subsidiaries;

 

  •   a restriction on mergers, consolidations and sales of substantially all of the assets of the Company or its subsidiaries; and

 

  •   a restriction on entering into certain sale-leaseback transactions.

The Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the Company may be required to repay all amounts outstanding under the Credit Agreement.

The description contained herein is a summary of certain material terms of the Credit Agreement and is qualified in its entirety by reference to the Credit Agreement attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 is incorporated herein by reference.

Item 8.01. Other Events.

In connection with the Company’s financing activities, the board of directors of the Company also authorized an increase in the maximum size of the Company’s commercial paper program from $2.0 billion to $3.0 billion and the issuance of securities under the commercial paper program in various currencies, including U.S. dollars and Euros. Proceeds from securities issued under the Company’s commercial paper program may be used for any corporate purpose.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

   

Description

10.1    364-Day Credit Agreement, made as of January 18, 2017 among Stanley Black & Decker, Inc., the initial lenders named therein and Citibank, N.A. as administrative agent for the Lenders.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  

 

  

 

  

STANLEY BLACK & DECKER, INC.

Date: January 19, 2017

        

 

  

 

  

 

  

By:

  

/s/ Bruce H. Beatt

 

  

 

  

 

  

Name:

  

Bruce H. Beatt

 

  

 

  

 

  

Title:

  

Senior Vice President, General Counsel and Secretary

Exhibit Index

 

Exhibit
Number

   

Description

10.1    364-Day Credit Agreement, made as of January 18, 2017 among Stanley Black & Decker, Inc., the initial lenders named therein and Citibank, N.A. as administrative agent for the Lenders.