Stanley Black & Decker Announces $400M Fixed-to-Floating Rate Junior Subordinated Debentures Offering

Stanley Black & Decker, Inc.

announced today its intention to offer to sell, subject to market and other conditions, $400 million aggregate principal amount of a new series of fixed-to-floating rate junior subordinated debentures due 2053 (the “Debentures”). The offering will be made pursuant to an effective registration statement filed with the Securities and Exchange Commission (the “SEC”). The Company intends to use the net proceeds from the offering for general corporate purposes, including repayment of short term borrowings. The Company is concurrently offering 3,000,000 Equity Units. The Company expects the Equity Units will initially consist of $300 million aggregate principal amount of junior subordinated notes due 2018 and contracts obligating the investors to purchase, for an aggregate of $300 million, shares of common stock. The Company expects to grant to the underwriters an option to purchase additional Equity Units to cover over-allotments. The completion of the concurrent Equity Units offering is not subject to the completion of the offering of the Debentures and the completion of the offering of the Debentures is not subject to the completion of the concurrent Equity Units offering. Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Wells Fargo Securities, LLC are acting as joint book-running managers of this offering. This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the other documents the Company has filed with the SEC for more complete information about the Company and the offering. You may get these documents for free by visiting EDGAR on the SEC's website at http://www.sec.gov. Alternatively, copies may be obtained by contacting Deutsche Bank Securities Inc., Attention: Prospectus Department, Harborside Financial Center, 100 Plaza One, Floor 2, Jersey City, New Jersey 07311-3988, by email at prospectus.cpdg@db.com, or by calling toll-free (800) 503-4611; Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, New York 10282, by email at prospectus-ny@ny.email.gs.com, or by calling (866) 471‐2526; or Wells Fargo Securities, LLC, Attention: Capital Markets Client Support, 1525 West W.T. Harris Blvd., NC0675, Charlotte, North Carolina 28262, by email at cmclientsupport@wellsfargo.com, or by calling toll-free at (800) 326-5897. About Stanley Black & Decker Stanley Black & Decker, an S&P 500 company, is a diversified global provider of hand tools, power tools and related accessories, mechanical access and electronic security solutions, healthcare solutions, engineered fastening systems, and more. Statements in this press release that are not historical, including but not limited to those regarding the Company's: (i) planned securities offerings and (ii) anticipated use of the net proceeds; are “forward looking statements” and subject to risk and uncertainty. No assurance can be given that the offering will be consummated on the terms described above or at all. Consummation of the offering and the terms thereof are subject to numerous conditions, many of which are beyond the control of the Company, including: the prevailing conditions in the public and private capital markets; interest rates; and economic, political and market factors affecting trading volumes, securities prices or demand for the Company's stock. “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Stanley Black & Decker, Inc.'s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.