Stanley Black & Decker, Inc Enters into 364-Day Credit Agreement
September 14, 2021 at 04:32 pm EDT
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On September 8, 2021, Stanley Black & Decker, Inc. entered into a 364-Day Credit Agreement (the “ 364 Day 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 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 “ 364 Borrower”). 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. 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 of an 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 Year Borrower”). 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 Year Termination 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.
Stanley Black & Decker, Inc. specializes in the design, manufacturing and marketing of tools and engineering solutions for professional, industrial and construction and consumer use. Net sales break down by family of products as follows:
- electric tools and accessories (71.1%): tools and electric devices (drills wire, sanders, saws, grinders, batteries, etc.), garden tools (shears, cutting edge, trimmers, aerators , grinders, chainsaws, etc.), vacuum cleaners, lamps, lights, battery chargers, starter batteries, power converters, hand tools (measuring and leveling tools, planes, hammers, knives, blades, screwdrivers, saws, etc.), consumer mechanics tools (wrenches and sockets), plastic tool boxes, pneumatic tools and fasteners (nail guns, staplers, staples, etc.);
- industrial products (16.2%): professional and automotive mechanics tools (wrenches, sockets, electronic diagnostic tools, etc.), storage systems, plumbing, heating and air conditioning tools (pipe wrenches, pliers, tubing cutters, etc.), hydraulic tools, etc.;
- access and security products (12.7%): automatic doors, door closers, emergency exit devices, locking mechanisms, integrated security devices, etc.
Net sales are distributed geographically as follows: the United States (60.5%), Canada (4.7%), Americas (4.2%), France (4%), Europe (19.2%) and Asia (7.4%).