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Stanley Black and Decker completes sale to Spectrum Brands


January 4, 2013
By Stanley Black and Decker

Jan. 4, 2013 – Stanley Black and Decker has announced it has completed
the previously announced sale of its Hardware and Home Improvement Group
to Spectrum Brands Holdings for $1.4 billion in cash. As
previously disclosed, this tax-efficient transaction is expected to
generate after-tax cash proceeds of $1.3 billion.

Jan. 4, 2013 – Stanley Black and Decker has announced it has completed
the previously announced sale of its Hardware and Home Improvement Group
to Spectrum Brands Holdings for $1.4 billion in cash.

As
previously disclosed, this tax-efficient transaction is expected to
generate after-tax cash proceeds of $1.3 billion. Over 50 percent of the
proceeds will be used to repurchase shares and a smaller portion will
go towards modest debt reduction. The company will reinvest the
remaining proceeds, together with existing offshore capital, to fund the
previously announced Infastech acquisition, which is expected to close
in the next 45 days. Also as previously communicated, the company
expects modest earnings per share dilution of $0.10 to $0.20 in 2013
which represents the net result of the sale of HHI partially offset by
the favorable impact of the share repurchases and accretion from
Infastech. Stanley Black and Decker plans to disclose exact details of
the estimated financial effects of these transactions on 2013 results
when it announces its fourth quarter and full-year 2012 results and
provides 2013 guidance in late January.

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The company’s 2012
full-year financial results will be adjusted to exclude the results of
HHI, representing approximately $0.65 of EPS. Other than the exclusion
of HHI, the company’s previously provided 2012 guidance for continuing
operations (excluding Merger and Acquisition charges) remains unchanged
and hence is $4.60, implying a fourth quarter 2012 EPS of $1.28. The
company is also reiterating 2012 free cash flow guidance of $1.2
billion, excluding M&A charges.

The company plans to furnish
an 8-K filing in early January to provide recasted results on a
quarterly basis for 2011 and the first, second and third quarters of
2012 to exclude the results of HHI.

Spectrum Brands’ acquisition
of HHI also includes certain assets of Tong Lung Metal Industry Co., a
Taiwanese manufacturer of residential and commercial locksets with
facilities in Taiwan and the Philippines. Of the $1.4 billion cash
purchase price, $100 million is being held in escrow pending the
subsequent closing of the Tong Lung portion of the HHI acquisition,
which is expected to occur in the first quarter of 2013.

Related Link
www.blackanddecker.com


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