Item 1.01 Entry Into a Material Definitive Agreement.

On February 3, 2020, Stanley Black & Decker, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") between the Company and BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the "Underwriters"), in connection with the Company's previously announced underwritten public offering (the "Offering") of $750,000,000 in aggregate principal amount of the 2.300% Notes due 2030 (the "Notes") and $750,000,000 in aggregate principal amount of the 4.000% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures due 2060 (the "Debentures"). The Notes will be offered and sold pursuant to a prospectus, dated October 25, 2017 (the "Base Prospectus"), forming a part of the Company's shelf registration statement on Form S-3 (Registration No. 333-221127), and a prospectus supplement, dated February 3, 2020. The Debentures will be offered and sold pursuant to the Base Prospectus and a separate prospectus supplement, also dated February 3, 2020.

Pursuant to the terms of the Underwriting Agreement, the Company sold the Notes at a price of 99.217%, and the Debentures at a price of 99.000%, of the principal amount thereof. 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 Offering is expected to close on February 10, 2020, subject to the conditions stated in the Underwriting Agreement. The Company intends to use the net proceeds from the Offering for general corporate purposes, including funding of any acquisitions and repayment of its borrowings. Pending such application of the net proceeds, the Company may temporarily invest the net proceeds in interest-bearing accounts or shorter term interest-bearing debt instruments.

Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses. In addition, certain of the Underwriters and their respective affiliates are lenders, and in some cases agents for the lenders, under the Company's credit facilities.

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. The above description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits.

 Exhibit
   No.                                       Description

   1.1             Underwriting agreement, dated February 3, 2020, between Stanley
                 Black & Decker, Inc. and BofA Securities, Inc., Citigroup Global
                 Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan
                 Securities LLC and Wells Fargo Securities, LLC, as representatives
                 of the several underwriters named therein.

   104           Cover Page Interactive Data File (formatted as inline XBRL)


                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses