Free Writing Prospectus
Filed pursuant to Rule 433
Registration Number 333-178017
Stanley Black & Decker, Inc.
$800,000,000 2.900% Notes due 2022
Term Sheet
November 1, 2012
| Issuer: | Stanley Black & Decker, Inc. (NYSE: SWK) | |
| Guarantor: | The Black & Decker Corporation | |
| Title of Security: | 2.900% Notes due 2022 | |
| Principal Amount: | $800,000,000 | |
| Maturity Date: | November 1, 2022 | |
| Coupon: | 2.900% accruing from November 6, 2012 | |
| Interest Payment Dates: | Each May 1 and November 1 | |
| First Interest Payment Date: | May 1, 2013 | |
| Trade Date: | November 1, 2012 | |
| Settlement Date (T+3): | November 6, 2012 | |
| Benchmark: | 1.625% due August 15, 2022 | |
| Benchmark Price / Yield: | 99-07+ / 1.710% | |
| Spread: | T + 120 bps | |
| Yield to Maturity: | 2.910% | |
| Price to Public: | 99.914% | |
| Make-Whole Call: | T + 20 bps | |
| CUSIP / ISIN: | 854502 AD3 / US854502AD32 | |
| Expected Ratings: | Moody’s: Baa1 (Stable) S&P: A (Stable) Fitch: A- (Stable) | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. J.P. Morgan Securities LLC | |
| Co-Managers: | Barclays Capital Inc. BNP Paribas Securities Corp. RBS Securities Inc. |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement, including a prospectus, with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Credit Suisse Securities (USA) LLC at 1-800-221-1037, Goldman, Sachs & Co. at 1-866-471-2526, or J.P. Morgan Securities LLC at 212-834-4533.
This pricing term sheet supplements the preliminary form of prospectus supplement issued by Stanley Black & Decker, Inc. on November 1, 2012 relating to its Prospectus dated November 16, 2011.