NEW BRITAIN, Conn., March 13 /PRNewswire-FirstCall/ -- The Stanley
Works ("Stanley") announced today its intention to offer to sell, subject
to market and other conditions, $200 million aggregate principal amount of
unsecured notes due 2010 and Equity Units consisting of $300 million
aggregate principal amount of convertible notes due 2012 and contracts to
purchase a variable number of shares of common stock in 2010. The offerings
will be made pursuant to an effective registration statement filed with the
Securities and Exchange Commission. The convertible notes will be
convertible into shares of common stock at a conversion price that will
represent a premium of between 15% and 20% above the current market price.
Stanley expects to grant to the underwriters an option to purchase
additional Equity Units to cover overallotments.
Stanley intends to use proceeds from the offerings to repay amounts
outstanding under its revolving credit facility, extendible commercial
notes program and commercial paper borrowings The bridge facility, put in
place in January 2007 for temporary financing of Stanley's acquisition of
HSM Protection Services, Inc., will, as previously disclosed, be terminated
upon closing of these transactions. In an effort to reduce potential
dilution of Stanley's common stock upon conversion of the convertible
notes, Stanley also intends to use a portion of the net proceeds of the
Equity Units offering to enter into convertible note hedge and warrant
transactions with counterparties which will be affiliates of the
underwriters. These counterparties have advised Stanley that they expect to
enter into various derivative transactions with respect to Stanley's common
stock concurrently with, or shortly after, the pricing of the convertible
notes. Through these transactions the Stanley expects to effectively
increase the conversion premium on the convertible notes from the 15% to
20% range to a 50% -60% range.
Goldman, Sachs & Co. and UBS Securities LLC are acting as joint
book-running managers of the notes offering. Citigroup Global Markets Inc.,
Morgan Stanley & Co. and Bank of America Securities LLC are acting as joint
book-running managers of the Equity Units 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 state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such state.
Copies of the preliminary prospectus for the offerings may be obtained
from Citigroup Global Markets Inc., Brooklyn Army Terminal, 140 58th
Street, 8th Floor, Brooklyn, NY 11220, Tel: 718-765-6732, Fax:
718-765-6734; or Morgan Stanley & Co. Incorporated, Attention Prospectus
Department, 180 Varick Street, New York NY 10014; or Goldman, Sachs & Co.,
Attention Prospectus department, 85 Broad Street, New York, New York 1004,
Fax: 212-902-9316 or via e-mail at prospectus.ny@ny.email.gs.com; or UBS
Securities LLC, 677 Washington Blvd., 6th Floor, Stamford, CT 06091,
Attention Fixed Income Syndicate, Tel: 203-719-1088.
The Stanley Works is a worldwide supplier of hand tools, storage and
pneumatic tools for construction and DIY markets; a worldwide supplier of
industrial & automotive tools and engineered solutions for professional and
industrial use; and a North American provider of convergent and mechanical
security solutions for commercial use.
This press release contains statements that constitute "forward-looking
statements," including with regard to Stanley's planned securities
offerings, the anticipated use of the net proceeds, and the expected
results of the convertible note hedge and warrant transactions concerning
reducing potential dilution and effectively increasing the conversion
premium from the 15% to 20% range to a 50% -60% range. These statements are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Because such statements inherently involve
risks and uncertainties, actual future results may differ materially from
those expressed or implied by such forward-looking statements. No assurance
can be given that the offerings will be consummated on the terms described
above or at all. Consummation of the offerings and the terms thereof are
subject to numerous conditions, many of which are beyond the control of
Stanley, including: the prevailing conditions in the public capital
markets; interest rates; economic, political and market factors affecting
trading volumes, securities prices or demand for Stanley's stock; and other
factors, including those set forth in the Risk factors section of Stanley's
Annual Report on Form 10-K. The Company undertakes no obligation to update
these statements for revisions or changes after the date of this release.
SOURCE The Stanley Works
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Related links:
http://www.StanleyWorks.com
http://www.prnewswire.com/comp/874363.html /
CONTACT:
Gerry Gould, V.P. - Investor Relations, of
The Stanley Works, +1-860-827-3833, ggould@stanleyworks.com
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