Material Agreement · New Debt / Obligation

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): January 26, 2022     Stanley Black & Decker, Inc. (Exact name of registrant as specified in its charter)       Connecticut   1-5224   06-0548860 (State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.) 1000 Stanley Drive , New Britain , Connecticut     06053 (Address of principal executive offices)     (Zip Code) Registrant’s telephone number, including area code: (860) 225-5111 Not Applicable (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 Symbols   Name of exchange 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 1.01 Entry into a Material Definitive Agreement. 364-Day Credit Agreement On January 26, 2022, Stanley Black & Decker, Inc., a Connecticut corporation (the “ Company ”) entered into a 364-Day Credit Agreement (the “ Credit Agreement ”) with each of the initial lenders named therein, Citibank, N.A., as administrative agent, Citibank, N.A. and BofA Securities, Inc., as lead arrangers and book runners, and Bank of America, N.A. as syndication agent. The Credit Agreement consists of a $2.5 billion revolving credit loan, which may be drawn by the Company and its subsidiaries which are designated as Designated Borrowers under the Credit Agreement (each, a “ Borrower ”). The Company guarantees its obligations and the obligations of each Designated Borrower under the Credit Agreement. Borrowings under the Credit Agreement are made in US Dollars and bear interest at rates equal to, at the option of the Company, a base rate or a term SOFR rate. The Company must repay all advances under the Credit Agreement by the earlier of (i) January 25, 2023 or (ii) the date of termination in whole, at the election of the Company, of the commitments by the lenders under the Credit Agreement (the “ Termination Date ”). The Company may, however, convert all advances outstanding on the 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 Termination Date. Each Borrower may prepay advances, subject to the terms and conditions of the Credit Agreement. In addition, upon a change of control, the Company may be required to prepay any borrowings under the Credit Agreement upon request of the lenders holding at least a majority of the commitments under the Credit Agreement. The proceeds under the Credit Agreement may be used solely for general corporate purposes. None of the proceeds from the Credit Agreement were drawn down at closing. The 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 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 Credit Agreement. The description contained herein is a summary of certain material terms of the Credit Agreement and is qualified in its entirety by reference to the Credit Agreement attached as Exhibit 10.1 hereto and incorporated herein by reference.   Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.   Exhibit Number    Description 10.1    364-Day Credit Agreement, made as of January 26, 2022 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 (formatted as inline XBRL). SIGNATURES 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: January 28, 2022     By:   /s/ Janet M. Link     Name:   Janet M. Link     Title:   Senior Vice President, General Counsel and Secretary