8-K
STANLEY BLACK & DECKER, INC. (SWK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2022
Stanley Black & Decker, Inc.
(Exact name of registrant as specified in its charter)
| CT | 1-5224 | 06-0548860 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
1000 STANLEY DRIVE
NEW BRITAIN, CT 06053
(Address of principal executive offices, including zip code)
(860) 225-5111
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock - $2.50 Par Value per Share | SWK | New York Stock Exchange |
| Corporate Units | SWT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
|---|
On July 22, 2022, Stanley Black & Decker, Inc. (the “Company”) completed the previously announced sale of its electronic security solutions and healthcare solutions businesses, but not including the Company’s automatic door business, to Securitas AB for a purchase price of US $3,200,000,000 in cash, subject to adjustment on the terms set forth in the previously filed Acquisition Agreement. A copy of the Company’s press release announcing the closing is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| 99.1 | Press release dated July 22, 2022 |
| --- | --- |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STANLEY BLACK & DECKER, INC. | ||
|---|---|---|
| Date: July 22, 2022 | By: | /s/ Janet M. Link |
| Name: | Janet M. Link | |
| Title: | Senior Vice President, General Counsel and Secretary |
EX-99.1
Exhibit 99.1
Stanley Black & Decker Completes Sale of Security Business to Securitas AB for $3.2 Billion
Transaction Further Focuses Stanley Black & Decker’s Portfolio on its Core Businesses
New Britain, Connecticut, July 22, 2022 … Stanley Black & Decker (NYSE: SWK) today announced that it has completed the previously announced sale of most of its Security assets to Securitas AB (STO: SECU B) for $3.2 billion in cash. The sale includes Stanley Black & Decker’s Commercial Electronic and Healthcare Security business lines (“Security”). Net proceeds from the sale are expected to fund debt reduction and the $2.3 billion share repurchase completed in the first quarter. This transaction was announced on December 8, 2021.
Donald Allan, Jr., Stanley Black & Decker’s President & Chief Executive Officer, commented, “The completed sale of our Security business is another major milestone in creating a more focused Stanley Black & Decker, leveraging our leadership position in Tools and Outdoor, as well as our highly engineered Industrial business.”
Security generated approximately $1.6 billion in revenue in 2021 with adjusted EBITDA margin in the low double-digits, implying a purchase price of approximately 16 times trailing adjusted EBITDA, which reflects the successful transformation of the business over the last several years. Supplementary historical financial information reflecting the Security divestiture recorded in discontinued operations is available on the investor section of the website or can be accessed directly through the following link: Form 8K.
About Stanley Black & Decker
Headquartered in the USA, Stanley Black & Decker (NYSE: SWK) is the world’s largest tool company operating nearly 50 manufacturing facilities across America and more than 100 worldwide. Guided by its purpose – for those who make the world – the company’s more than 60,000 diverse and high-performing employees produce innovative, award-winning power tools, hand tools, storage, digital tool solutions, lifestyle products, outdoor products, engineered fasteners and other industrial equipment to support the world’s makers, creators, tradespeople and builders. The company’s iconic brands include DEWALT®, BLACK+DECKER®, CRAFTSMAN®, STANLEY®, CUB CADET®, HUSTLER® and TROY-BILT®. Recognized for its leadership in environmental, social and governance (ESG), Stanley Black & Decker strives to be a force for good in support of its communities, employees, customers and other stakeholders. To learn more visit: www.stanleyblackanddecker.com.
Investor Contacts:
Dennis Lange
Vice President, Investor Relations
dennis.lange@sbdinc.com
(860) 827-3833
Cort Kaufman
Senior Director, Investor Relations
cort.kaufman@sbdinc.com
(860) 515-2741
Christina Francis
Director, Investor Relations
christina.francis@sbdinc.com
(860) 438-3470
Media Contacts:
Debora Raymond
Vice President, Public Relations
debora.raymond@sbdinc.com
(203) 640-8054
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Cautionary Note Regarding Forward-Looking Statements
Cautionary Note Regarding Forward-Looking Statements Stanley Black & Decker makes forward-looking statements in this press release which represent its expectations or beliefs about future events and financial performance. Forward-looking statements are identifiable by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may” and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements made in this press release, include, but are not limited to, statements concerning: use of proceeds to fund debt reduction and partially fund the $2.3 billion share repurchase completed in the first quarter.
You are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future events and involve risks, uncertainties and other known and unknown factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by such forward-looking statements, including, but not limited to the use of proceeds to fund debt reduction and partially fund the $2.3 billion share repurchase completed in the first quarter.
Forward-looking statements made herein are also subject to risks and uncertainties, described in: Stanley Black & Decker’s 2021 Annual Report on Form 10-K, its subsequently filed Quarterly Reports on Form 10-Q; and other filings Stanley Black & Decker makes with the Securities and Exchange Commission. In addition, actual results could differ materially from those suggested by the forward-looking statements, and therefore you should not place undue reliance on the forward-looking statements. Stanley Black & Decker makes no commitment to revise or update any forward-looking statements to reflect events or circumstances occurring or existing after the date of any forward-looking statement.
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