Item 1.01 Entry Into a Material Definitive Agreement.
On
The Notes
The Notes were issued under an indenture, dated as of
The Notes were priced to the public at 99.667% of the principal amount thereof.
The Notes will mature on
Prior to
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 Senior 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 Base Senior Indenture is incorporated by reference as Exhibit 4.1 to this Current Report on Form 8-K, and a copy of the Eighth Supplemental Indenture is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein. The above description of the material terms of the Base Senior Indenture, the Eighth Supplemental Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to such exhibits.
The Debentures
The Debentures were issued under an indenture, dated as of
The Junior Subordinated Indenture and the form of the Debentures, which is
attached as an exhibit to the Sixth Supplemental Indenture, provide, among other
things that the Debentures are the Company's unsecured obligations and rank
equally in right of payment with its other unsecured junior subordinated
indebtedness from time to time outstanding. The Debentures were priced to the
public at 100% of the principal amount thereof and will mature on
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The Debentures are redeemable, in whole or in part, at any time and from time to time, at the Company's option. The redemption price for the Debentures to be redeemed on any redemption date other than the Par Call Date or any subsequent Reset Date will be equal to the greater of (i) 100% of the principal amount of the Debentures to be redeemed and (ii) a make-whole amount as set forth in the Junior Subordinated Indenture, plus accrued and unpaid interest. The redemption price for the Debentures to be redeemed on the Par Call Date or any subsequent Reset Date will be equal to 100% of the principal amount of the Debentures being redeemed, plus accrued and unpaid interest. In addition, the Company may redeem the Debentures in whole, but not in part, at any time if certain changes in tax laws, regulations or interpretations occur. In such case, the redemption price will be 100% of the principal amount of such Debentures being redeemed, plus accrued and unpaid interest. The Company may also redeem the Debentures at its option, in whole but not in part, at any time within 120 days after the occurrence of certain events in connection with a rating agency amending, clarifying or changing the equity credit criteria for securities such as the Debentures. In such case, the redemption price will be equal to 102% of the principal amount of the Debentures being redeemed, plus accrued and unpaid interest. In each case, the Company will pay accrued and unpaid interest to, but not including, the redemption date.
A copy of the Base Junior Indenture is incorporated by reference as Exhibit 4.4 to this Current Report on Form 8-K, and a copy of the Sixth Supplemental Indenture is attached as Exhibit 4.5 to this Current Report on Form 8-K and is incorporated by reference herein. The above description of the material terms of the Base Junior Subordinated Indenture, the Sixth Supplemental Indenture and the Debentures does not purport to be complete and is qualified in its entirety by reference to such exhibits.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above with respect to the Notes, the Debentures, the Senior Indenture and the Junior Indenture is hereby incorporated by reference into this Item 2.03 insofar as it relates to the creation of direct financial obligations.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as ofNovember 1, 2002 , betweenStanley Black & Decker, Inc. andThe Bank of New York Mellon Trust Company, N.A. , as successor trustee toJPMorgan Chase Bank (incorporated by reference to Exhibit 4(vi) to the Company's Annual Report on Form 10-K for the year endedDecember 28, 2002 ). 4.2 Eighth Supplemental Indenture, dated as ofFebruary 10, 2020 , betweenStanley Black & Decker, Inc. andThe Bank of New York Mellon Trust Company, N.A. , as trustee, relating to the 2.300% Notes due 2030. 4.3 Form ofStanley Black & Decker, Inc.'s 2.300% Notes due 2030 (included in Exhibit 4.2 hereto). 4.4 Indenture, dated as ofNovember 22, 2005 , betweenStanley Black & Decker, Inc. andHSBC Bank USA, National Association , as trustee (incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K, datedNovember 29, 2005 ). 4.5 Sixth Supplemental Indenture, datedFebruary 10, 2020 , betweenStanley Black & Decker, Inc. andHSBC Bank USA, National Association , as trustee, relating to the 4.000% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures due 2060. 4.6 Form ofStanley Black & Decker, Inc.'s 4.000% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures due 2060 (included in Exhibit 4.5 hereto). 5.1 Opinion ofDonald J. Riccitelli . 5.2 Opinion ofSkadden, Arps, Slate, Meagher & Flom LLP . 8.1 Opinion ofSkadden, Arps, Slate, Meagher & Flom LLP , special tax counsel toStanley Black & Decker, Inc. , with respect to certain tax matters related to the Debentures. 23.1 Consent ofDonald J. Riccitelli (included in Exhibit 5.1). 23.2 Consent ofSkadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2). 23.3 Consent ofSkadden, Arps, Slate, Meagher & Flom LLP with respect to certain tax matters (included in Exhibit 8.1). 104 Cover Page Interactive Data File (formatted as inline XBRL). 4
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