Stanley Black& Decker, Inc. (NYSE:SWK) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Underwriting Agreement

On May11, 2017, Stanley Black Decker, Inc. (the Company) entered
into an Underwriting Agreement (the Underwriting Agreement) with
Citigroup Global Markets Inc., Credit Suisse Securities (USA)
LLC, Goldman Sachs Co. LLC and Wells Fargo Securities, LLC, as
representatives of the underwriters named therein, related to the
offering, issuance and sale of 7,500,000 of its Equity Units (the
Equity Units), including 750,000 Equity Units to the underwriters
exercise of their over-allotment option in full. to the terms of
the Underwriting Agreement, the Company sold the Equity Units to
the underwriters at a price of 97% of the initial public offering
price. The Underwriting Agreement contains customary terms,
conditions, representations and warranties and indemnification
provisions.

The offering of the Equity Units was made under the Companys
Registration Statement on Form S-3ASR (Registration
No.333-207522), which was originally filed with the Securities
and Exchange Commission on October20, 2015, and closed on May17,
2017. The Company used a portion of the net proceeds of the
Equity Units offering to enter into capped call transactions with
counterparties, including certain of the underwriters or their
affiliates.

The Underwriting Agreement is filed as Exhibit 1.1 to this Form
8-K and is incorporated herein by reference. The description of
the terms of the Underwriting Agreement is qualified in its
entirety by reference to such exhibit.

Purchase Contract Agreement

On May17, 2017, the Company entered into the Purchase Contract
and Pledge Agreement (the Purchase Contract Agreement), among the
Company, The Bank of New York Mellon Trust Company, N.A., as
Purchase Contract Agent, and HSBC Bank USA, National Association,
as Collateral Agent, Custodial Agent and Securities Intermediary,
to which the Equity Units were issued. Each Equity Unit initially
consists of a unit referred to as a Corporate Unit (as defined
below) with a stated amount of $100 comprised of (i)a contract to
purchase from the Company, on May15, 2020, for a price of $100, a
number of newly-issued shares of the Companys common stock, par
value $2.50 per share (the Common Stock), equal to the applicable
settlement rate (each a Purchase Contract and collectively the
Purchase Contracts) and (ii)a 10% undivided beneficial interest
in one share of 0% SeriesC Cumulative Perpetual Convertible
Preferred Stock, without par value, with a liquidation preference
of $1,000 (the Convertible Preferred Stock and, each 10%
undivided interest thereof together with a Purchase Contract, a
Corporate Unit). The Convertible Preferred Stock is pledged to
the Company to secure the Equity Unit holders obligations under
the Purchase Contract Agreement to purchase the Common Stock. The
Purchase Contract Agreement includes customary agreements and
covenants by the Company.

Holders of Corporate Units may create Treasury Units or Cash
Settled Units from their Corporate Units as provided in the
Purchase Contract Agreement by substituting Treasury securities
or cash, respectively, for the Convertible Preferred Stock
comprising a part of the Corporate Units. Holders of Equity Units
will be entitled to receive, quarterly in arrears on February15,
May15, August15 and November15 of each year, commencing on
August15, 2017, distributions consisting of contract adjustment
payments of 5.375% per year on the stated amount of $100 per
Equity Unit, which will accrue from May17, 2017 and will be
payable by the Company in cash, shares of Common Stock or a
combination of cash and shares of Common Stock, at the Companys
election, subject to the Companys right to defer contract
adjustment payments in certain instances.

The Purchase Contract Agreement and the Forms of Corporate Unit,
Treasury Unit and Cash Settled Unit representing the Equity Units
are filed as Exhibits 4.1, 4.2, 4.3 and 4.4 to this Current
Report on Form 8-K, respectively, and are incorporated by
reference herein. The descriptions of the material terms of the
Purchase Contract Agreement and the Forms of Corporate Unit,
Treasury Unit and Cash Settled Unit representing the Equity Units
are qualified in their entirety by reference to such exhibits.

HSBC Bank USA, National Association and The Bank of New York
Mellon Trust Company, National Association are each the trustee
for certain of the Companys outstanding notes. HSBC Bank USA,
National Association, The Bank of New York Mellon Trust Company,
National Association and their respective affiliates have, from
time to time, performed, and may in the future perform, other
financial, banking and other services for the Company, for which
they received or will receive customary fees and expenses.

The information included in Item 5.03 below is incorporated
herein by reference.

On May17, 2017, the Company filed a Certificate of Amendment to
its Restated Certificate of Incorporation (the Certificate of
Amendment), providing for the designation and terms of the
Convertible Preferred Stock. The Certificate of Amendment became
effective on May17, 2017.

to the Certificate of Amendment, the Convertible Preferred Stock
will have an initial conversion rate of 6.1627 shares of Common
Stock per share of the Convertible Preferred Stock, equivalent to
an initial conversion price of approximately $162.27, subject to
adjustment. The initial conversion price represents a premium of
approximately 17.5% above the closing price of the Common Stock
on May11, 2017. The Convertible Preferred Stock will initially
not bear any dividends and the liquidation preference of the
Convertible Preferred Stock will not accrete. Each share of
Convertible Preferred Stock may be converted only after being
separated from the Equity Units and, prior to May15, 2020, only
upon the occurrence of certain fundamental change events. Upon
any such conversion, the Company will pay or deliver, as the case
may be, cash, shares of Common Stock or a combination of cash and
shares of Common Stock, at the Companys election.

The Convertible Preferred Stock is expected to be remarketed in
May 2020, unless the Company elects to remarket the Convertible
Preferred Stock earlier, during a period beginning on and
including February12, 2020 and ending on and including April28,
2020, at which time the conversion rate and/or the dividend rate
may be increased and certain other terms of the Convertible
Preferred Stock may change.

The Company may pay any dividend payments on the Convertible
Preferred Stock (if the dividend rate of the Convertible
Preferred Stock is increased upon successful remarketing) in
cash, shares of Common Stock or a combination of cash and shares
of Common Stock, at the Companys election, subject to the
Companys right to defer dividend payments in certain instances.
The Convertible Preferred Stock is perpetual, but the Company may
redeem all or any portion of the outstanding Convertible
Preferred Stock on or after June22, 2020, at a redemption price
equal to 50% of the liquidation preference thereof, plus any
accumulated and unpaid dividends (whether or not authorized or
declared), which will only accrue if the dividend rate of the
Convertible Preferred Stock is increased upon successful
remarketing.

Upon any voluntary or involuntary liquidation, dissolution or
winding up of the Company, before any distribution or payment
shall be made to holders of Common Stock or any other class or
series of capital stock ranking junior to the Convertible
Preferred Stock, holders of the Convertible Preferred Stock are
entitled to be paid out of the Companys assets legally available
for distribution to its stockholders, after payment of or
provision for the Companys debts and other liabilities, a
liquidation preference of $1,000 per share of the Convertible
Preferred Stock, plus an amount equal to any accumulated and
unpaid dividends (whether or not declared) (which will only
accrue if the dividend rate of the Convertible Preferred Stock is
increased upon successful remarketing) up to but excluding the
date of payment, but subject to the prior payment in full of all
of the Companys liabilities and the payment of its senior stock.

The Certificate of Amendment and Form of Certificate for the
Convertible Preferred Stock are filed as Exhibits 3.1 and 4.5,
respectively, to this Form 8-K and incorporated herein by
reference. The descriptions of the material terms of the
Convertible Preferred Stock and the Certificate of Amendment are
qualified in their entirety by reference to such exhibit.

The following material is filed as an exhibit to this Current
Report on Form 8-K:

(d) Exhibits

About Stanley Black & Decker, Inc. (NYSE:SWK)

Stanley Black & Decker, Inc. is a global provider of hand tools, power tools and related accessories, mechanical access solutions, such as automatic doors and commercial locking systems, electronic security and monitoring systems, healthcare solutions, engineered fastening systems, and products and services for various industrial applications. The Company’s segments include Tools & Storage, Security and Industrial. Its Tools & Storage segment consists of the Power Tools and Hand Tools, Accessories and Storage businesses. Its Security segment consists of the Convergent Security Solutions and Mechanical Access Solutions businesses. Its Industrial segment consists of the Engineered Fastening and Infrastructure businesses. It offers brands, such as SIDCHROME, AeroScout, DEWALT, Newell Tools and Craftsman, Irwin, Lenox, Craftsman, BLACK+DECKER, SONITROL, Warren, GRIPCO, Porter-Cable, BOSTITCH and WanderGuard.

Stanley Black & Decker, Inc. (NYSE:SWK) Recent Trading Information

Stanley Black & Decker, Inc. (NYSE:SWK) closed its last trading session down -2.50 at 134.44 with 1,277,375 shares trading hands.