Stanley Black & Decker : 364-Day Credit Agreement (Form 8-K)

364-DayCredit Agreement

On September 8, 2021, Stanley Black & Decker, Inc., a Connecticut corporation (the 'Company') entered into a 364-Day CreditAgreement (the '364 DayCredit Agreement') with each of the initial lenders named therein, Citibank, N.A., as administrative agent, Citibank, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC, as lead arrangers and book runners, and Bank of America, N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association, as syndication agents.

The 364 Day Credit Agreement consists of a $1 billion revolving credit loan, which may be drawn by the Company and its subsidiaries which are designated as Designated Borrowers under the 364 Day Credit Agreement (each, a '364Borrower'). The Company guarantees its obligations and the obligations of each Designated Borrower under the 364 Day Credit Agreement.

Borrowings under the 364 Day Credit Agreement may be made in US Dollars or Euros, pursuant to the terms of the 364 Day Credit Agreement. Borrowings under the 364 Day Credit Agreement bear interest at rates equal to, at the option of the Company, the eurocurrency rate or the base rate.

The Company must repay all advances under the 364 Day Credit Agreement by the earlier of (i) September 7, 2022 or (ii) the date of termination in whole, at the election of the Company, of the commitments by the lenders under the 364 Day Credit Agreement (the '364 Termination Date'). The Company may, however, convert all advances outstanding on the 364 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 364 Termination Date.

Each 364 Borrower may prepay advances, subject to the terms and conditions of the 364 Day Credit Agreement. In addition, upon a change of control, the Company may be required to prepay any borrowings under the 364 Day Credit Agreement upon request of the lenders holding at least a majority of the commitments under the 364 Day Credit Agreement.

The proceeds under the 364 Day Credit Agreement may be used solely for general corporate purposes. None of the proceeds from the 364 Day Credit Agreement were drawn down at closing.

The 364 Day 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, liquidations or sales of substantially all of the assets of the Company or its subsidiaries; and

•

a restriction on entering into certain sale-leaseback transactions.

The 364 Day 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 364 Day Credit Agreement.

The description contained herein is a summary of certain material terms of the 364 Day Credit Agreement and is qualified in its entirety by reference to the 364 Day Credit Agreement attached as Exhibit 10.1 hereto and incorporated herein by reference.

Five Year Credit Agreement

On September 8, 2021, the Company also entered into an Amended and Restated Five Year Credit Agreement (the '5 Year Credit Agreement') with each of the initial lenders named therein, Citibank, N.A., as administrative agent, Citibank, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC, as lead arrangers and book runners, and JPMorgan Chase Bank, N.A., Bank of America, N.A. and Wells Fargo Bank, National Association, as syndication agents.

The 5 Year Credit Agreement amends and restates the Amended and Restated Five Year Credit Agreement dated as of September 12, 2018, among the Company, Citibank, N.A., as administrative agent, and the lenders party thereto.

The 5 Year Credit Agreement consists of a $2.5 billion revolving credit loan (the 'Revolving Credit Loan'), and a sub-limit ofan amount equal to the Euro equivalent of $814,285,714.28 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 5 Year Credit Agreement (each, a '5 YearBorrower'). The Company guarantees its obligations and the obligations of each Designated Borrower under the 5 Year Credit Agreement.

Borrowings under the Revolving Credit Loan may be made in US Dollars, Euros or Pounds Sterling, and borrowings under the Swing Line Advances shall be made in Euros, pursuant to the terms of the 5 Year Credit Agreement. Borrowings under the Revolving Credit Loan bear interest at rates equal to, at the option of the Company, the eurocurrency rate, the base rate or the sterling overnight index average. Swing Line Advances bear interest at the Overnight Rate (as defined in the 5 Year Credit Agreement) plus the applicable margin specified in the 5 Year Credit Agreement.

The Company must repay all advances under the Revolving Credit Loan by the earlier of (i) September 8, 2026 or (ii) the date of termination in whole, at the election of the Company, of the commitments by the lenders under the 5 Year Credit Agreement (the '5 YearTermination Date'). The 5 Year Credit Agreement provides the Company with the right to request prior to September 8, 2022 and prior to September 8, 2023 that the 5 Year Termination Date of the 5 Year Credit Agreement be extended for one year (each such extension, an 'Extension') as long as certain conditions specified in the 5 Year Credit Agreement are satisfied. Any lender may refuse the request for an Extension (each such lender, a 'Declining Lender'). Any Declining Lender may be replaced by the Company with one or more banks or other financial institutions with the approval of the Administrative Agent and each Swing Line Lender (as defined in the 5 Year Credit Agreement). The Company must repay all Swing Line Advances by the earlier of (i) the 5 Year Termination Date and (ii) seven business days after such Swing Line Advance is made.

Each 5 Year Borrower may prepay advances, subject to the terms and conditions of the 5 Year Credit Agreement. In addition, upon a change of control, the Company may be required to prepay any borrowings under the 5 Year Credit Agreement upon request of the lenders holding at least a majority of the commitments under the 5 Year Credit Agreement.

The proceeds under the 5 Year Credit Agreement may be used solely for general corporate purposes. None of the proceeds from the 5 Year Credit Agreement were drawn down at closing.

The 5 Year 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, liquidations or sales of substantially all of the assets of the Company or its subsidiaries; and

•

a restriction on entering into certain sale-leaseback transactions.

The 5 Year 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 5 Year Credit Agreement.

The description contained herein is a summary of certain material terms of the 5 Year Credit Agreement and is qualified in its entirety by reference to the 5 Year Credit Agreement attached as Exhibit 10.2 hereto and incorporated herein by reference.

Termination of a Material Definitive Agreement.

In connection with its entry into the 364 Day Credit Agreement, the Company terminated the 364-Day CreditAgreement, dated September 9, 2020, as amended, with each of the initial lenders named therein, Citibank, N.A., as administrative agent, Citibank, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC, as lead arrangers and book runners, and Bank of America, N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association, as syndication agents.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance SheetArrangement of a Registrant.

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

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		364-Day Credit Agreement, made as of September 8, 2021 among Stanley Black & Decker, Inc., the initial lenders named therein and Citibank, N.A. as administrative agent for the lenders.
10.2		Amended and Restated Five Year Credit Agreement, made as of September 8, 2021 among Stanley Black & Decker, Inc., the initial lenders named therein and Citibank, N.A. as administrative agent for the lenders.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).