Item 1.01 Entry Into a Material Definitive Agreement.
On
In connection with the Offering, the Company entered into an underwriting
agreement, dated
The Notes were issued under an indenture, dated as of
The Notes were priced to the public at 99.735% 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 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 Underwriting Agreement is attached hereto as Exhibit 1,1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Base Indenture is incorporated by reference as Exhibit 4.1 to this Current Report on Form 8-K, and a copy of the Ninth Supplemental Indenture is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein. The above descriptions of the material terms of the Underwriting Agreement, the Base Indenture, the Ninth Supplemental Indenture and the Notes, as applicable, do not purport to be complete and each is qualified in its entirety by reference to the relevant exhibit.
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 and the Indenture is hereby incorporated by reference into this Item 2.03 insofar as it relates to the creation of a direct financial obligation.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as ofOctober 29, 2020 , betweenStanley Black & Decker, Inc. andBarclays Capital Inc. ,Deutsche Bank Securities Inc. ,Goldman Sachs & Co. LLC andMorgan Stanley & Co. LLC . 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 Ninth Supplemental Indenture, dated as ofNovember 2, 2020 , betweenStanley Black & Decker, Inc. andThe Bank of New York Mellon Trust Company, N.A. , as trustee, relating to the 2.750% Notes due 2050. 4.3 Form ofStanley Black & Decker, Inc.'s 2.750% Notes due 2050 (included in Exhibit 4.2 hereto). 5.1 Opinion ofDonald J. Riccitelli . 5.2 Opinion ofSkadden, Arps, Slate, Meagher & Flom LLP . 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). 104 Cover Page Interactive Data File (formatted as inline XBRL). 3
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