8-K

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): October 12, 2016

 _______________________

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))

Item 8.01 Other Events.

On October 12, 2016, Stanley Black & Decker, Inc. issued a press release announcing that it had entered into an agreement to acquire the Tools business of Newell Brands ("Newell Tools"). A copy of the press release is attached hereto as Exhibit 99.1.

On October 12, 2016, Stanley Black & Decker, Inc. made a presentation to investors regarding the agreement to acquire Newell Tools. A copy of that presentation is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

99.1 Stanley Black & Decker, Inc. press release, dated October 12, 2016.

99.2 Stanley Black & Decker, Inc. investor presentation, dated October 12, 2016.

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.
October 12, 2016	By:	/s/ Bruce H. Beatt
	Name:	Bruce H. Beatt
	Title:	Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Stanley Black & Decker, Inc. press release, dated October 12, 2016.
99.2	Stanley Black & Decker, Inc. investor presentation, dated October 12, 2016.

EX-99.1

Exhibit 99.1

Stanley Black & Decker To Acquire Tools Business Of Newell Brands

New Britain, Connecticut, October 12, 2016

• Enhances Stanley Black & Decker’s Strong Brand Portfolio With Addition Of Irwin® & Lenox® Brands;

• Increases Global Cross-Branding Opportunities For Tools & Storage Business;

• Acquisition Consistent With Stanley Black & Decker’s Growth Strategy;

• EPS Accretion, Excluding Charges, Of Approximately $0.15 Per Share Expected In Year One, Increasing To Approximately $0.50 Per Share By Year Three

Stanley Black & Decker (NYSE: SWK), an S&P 500 global diversified industrial company, announced today that it has entered into a definitive agreement to acquire the Tools business of Newell Brands (“Newell Tools”), which includes the highly attractive industrial cutting, hand tool and power tool accessory brands Irwin® and Lenox®, for $1.95 billion in cash.

Newell Tools is an industry leader with an array of strong brands and products that are highly complementary to Stanley Black & Decker. With LTM revenues of approximately $760 million, and low to mid-single digit average sales growth since 2011, Newell Tools is well-positioned to enhance the offerings and broaden the reach of Stanley Black & Decker’s global tools and storage business. Newell Tools operates a global manufacturing footprint, maintains strong distribution relationships in its served markets, and has more than 2,500 employees around the world.

Stanley Black & Decker’s President and Chief Executive Officer, James M. Loree commented, “Newell Tools is an important step in our quest to further strengthen our presence in the global tools industry. The addition of the iconic Lenox® brand and very strong Irwin® brand, as well as their associated power tool accessory and hand tool products, opens up exciting new sources of global growth in similar ways, albeit on a smaller scale, to what Black + Decker did in recent years. Thus, the acquisition of Newell Tools, our first major acquisition since 2013, will provide both a source of inorganic growth in year one and an organic boost thereafter. SFS 2.0, our operating system, with its growth enhancing elements of digital excellence, commercial excellence and breakthrough innovation will also be deployed to rev up organic growth. This transaction, with our multi-faceted approach to revenue expansion, is entirely consistent with our strategy of driving above-market growth in a low growth world.”

Stanley Black & Decker expects the transaction to result in annual cost synergies of approximately $80 - $90 million by year three. The purchase price of $1.95 billion represents

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a LTM EBITDA multiple of approximately 13x (approximately 8x post-synergies). The acquisition is expected to be approximately $0.15 accretive to earnings per share (EPS) in year one post-closing (increasing to approximately $0.50 per share by year three), excluding approximately $125 to $140 million of restructuring and other deal related costs and approximately $40 million of non-cash inventory step-up charges, which in the aggregate will largely be incurred during years one and two. The Company expects to fund the acquisition with a combination of available cash and debt.

The transaction, which is subject to customary closing conditions, including regulatory approvals, is expected to close in the first half of 2017.

The Company will host a conference call with investors today, Wednesday, October 12, 2016 at 11:00 am EDT. A presentation which will accompany the call will be available at www.stanleyblackanddecker.com and will remain available after the call.

The call will be accessible by telephone at 1 (877) 930-8285 and from outside the U.S. at 1 (253) 336-8297 (Conference ID 96141607); also, via the Internet at www.stanleyblackanddecker.com. To listen, please go to the web site at least fifteen minutes early to register, download and install any necessary audio software. A replay will also be available two hours after the call and can be accessed at (855) 859-2056 or (404) 537-3406 by entering the Conference identification number 96141607. The replay will also be available as a podcast within 24 hours and can be accessed on our website and via iTunes.

Stanley Black & Decker, an S&P 500 company, is a diversified global provider of hand tools, power tools and related accessories, mechanical access solutions and electronic security solutions, healthcare solutions, engineered fastening systems, and more. Learn more at www.stanleyblackanddecker.com.

Newell Tools is a leader in the hand tools and power tool accessories space providing premium high-quality products to the tradesmen and professionals who build and maintain the world’s infrastructure. Learn more at www.newellbrands.com.

Contact: Greg Waybright

Vice President, Investor & Government Relations

greg.waybright@sbdinc.com

(860) 827-3833

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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: the consummation of the acquisition; Newell Tools’ business complementing and expanding Stanley Black & Decker’s existing operations; cost savings and synergies and revenue synergies; and accretion to earnings per share.

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 failure to consummate, or a delay in the consummation of, the transaction for various reasons; failure to successfully integrate the Newell Tools business and achieve expected cost and revenue synergies; or the acquisition-related charges being greater than anticipated.

Forward-looking statements made herein are also subject to risks and uncertainties, described in: Stanley Black & Decker's 2015 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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EX-99.2

Acquisition of Newell Tools OCTOBER 12, 2016

2 Cautionary Statements Stanley Black & Decker makes forward-looking statements in this presentation 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 presentation, include, but are not limited to, statements concerning: the consummation of the acquisition; Newell Tools’ business complementing and expanding Stanley Black & Decker’s existing operations; cost savings and synergies, and revenue synergies; and accretion to earnings per share. 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 failure to consummate, or a delay in the consummation of, the transaction for various reasons; failure to successfully integrate the Newell Tools business and achieve expected cost and revenue synergies; or the acquisition-related charges being greater than anticipated. Forward-looking statements made herein are also subject to risks and uncertainties, described in: Stanley Black & Decker's 2015 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.

3 Executive Summary • Adds World Class Brands Irwin® & Lenox® To Stanley Black & Decker’s Stellar Brand Portfolio • Significantly Increases Power Tool Accessories Business And Expands Footprint In Plumbing & Electrical Trades • Highly Synergistic Transaction With Identified Annual Cost Synergies Of ~$80 - $90M By Year Three And Strong Revenue Synergy Potential • Purchase Price Of $1.95B In Cash | LTM Revenue Of ~$760M | LTM EBITDA ~$150M Stanley Black & Decker To Acquire Newell Tools, A Highly Strategic & Synergistic Transaction… …That Aligns With Our Strategic Growth Framework

Acquisition Criteria: • Strategic Fit • Organizational Capacity • Financial Evaluation » 15% + OM | Organic Growth Consistent With Company Targets » Accretive Year 1 Excluding Charges » Achieves CFROI Targets » Value Creation Opportunity > Share Repurchase • One-Time Charges Associated With Acquisitions Will Likely Exceed ~$50M Annual Restructuring Expectation • ~ 50% Of Free Cash Flow Will Be Deployed Toward Acquisitions - Expect A Moderate Pace Going Forward 4 Acquisitive Growth / Financial Framework Active Pipeline For Potential Acquisition Targets… …Acquisitions Remain An Important Element Of Growth Formula Engineered Fastening Infrastructure Tool Industry Acquisitive Growth Areas

Product & Regional Sales Mix Primary Brands Company Overview • ~$760M Manufacturer Of Hand Tools & Power Tool Accessories • Global Footprint With Majority Of Sales In North America • Diverse & Complementary Product Line • Strong Presence In Electrical & Plumbing Trades Newell Tools: Overview 5 Highly Attractive Asset – Strong Brands, Complementary Products, New Channels N. America 60% APAC 11% LAG 15% EMEA 14% Drilling 25% Bandsaw 18%Linear Edge 20% Other HTs 7% Cutting / Circ Saw 12% Pliers & Holding 18% ~60% Of Revenue ~40% Of Revenue

Newell Tools: Brand Summary & Sample Products 6 ~60%* ~40%* Hand Tools ~5%* Accessories ~35%* Hand Tools ~33%* Accessories ~27%* *Represents Percent Of Consolidated Revenue Saw Blades, Metal & Wood Drilling Accessories Pliers, Holding & Clamping Tools, & Saws Band Saw Blades, Hole Saws & Linear Edge Cutting Accessories Hand Saws, Snips & Screwdrivers

Acquisition Summary 7 Transaction Details Financial Information Newell Tools Overview • Currently Owned By Newell Brands • Leading Global Provider Of Premium Industrial Cutting, Hand Tools & Power Tool Accessories • Rich History Dating Back To 1884 (Irwin® & Lenox® Brands Acquired In 2002/2003) • LTM Revenues Of ~$760M And LTM EBITDA Of ~$150M EPS Accretion (Ex. 1-Time Charges) & CFROI • EPS Accretion: Year 1 ~$0.15 | Year 3 ~$0.50 • CFROI: ~12% By Year 5 Timing • Subject To Customary Closing Conditions, Including Regulatory Approval • Transaction Expected To Close In First Half Of 2017 Acquisition Related Charges • ~$125 - $140M Restructuring And Other 1-Time Charges, Primarily Incurred In Years 1 & 2 • Inventory Step-Up Of ~$40M • Annual Intangible Amortization ~$50M Deal Structure & Purchase Price • 100% Acquisition | Mix Of Stock And Asset Purchase • $1.95B Cash Purchase Price Synergies • ~$80 - $90M Of Total Annual Cost Synergies • Realized By Year 3 Strategic Rationale • Expand Leadership Position In Global Tools & Storage Industry | Leverage Industry Expertise To Drive Cost & Revenue Synergy Opportunities • Strong Global Brand Presences: Irwin® & Lenox® • Complementary Product Lines With Emphasis In Hand Tools & Power Tool Accessories

Synergy Overview 8 Footprint Consolidation & Overhead Reductions  Rationalizing Manufacturing & Distribution Logistics  Annual Synergies: ~$20M Other Operation Synergies  Leveraging Insourcing & Material Purchase Opportunities  Annual Synergies: ~$10M Retail Channel  Partner Programs & Portfolio Management  MiUSA Expansion Industrial Channel  Expand Product Distribution Points  Leverage Irwin®| Lenox® Mobile Conversion Program Functional Efficiencies  Optimizing Teams, Systems & Discretionary Spend  Annual Synergies: ~$50 - $60M Brand & Product Expansion  Lenox® Power Tools  DEWALT® & Stanley Accessories  Lenox® & Irwin® Storage Significant Annual Cost Synergies Identified Of ~$80 - $90M… …Leveraging Brands, Channels & Service Level Improvements Presents Meaningful Revenue Synergy Opportunities Identified Annual Cost Synergies Potential Revenue Opportunities Geographic Expansion

Summary Enhances Existing Strong Brand Portfolio With Addition Of Irwin® & Lenox® Brands Increases Global Cross-Branding Opportunities For Tools & Storage Business Acquisition Consistent With Longstanding Growth Framework To Enhance Leadership Position Within Tools Industry EPS Accretion, Ex-Charges, Of ~$0.15 Per Share Expected In Year One And ~$0.50 Per Share In Year Three 9

THANK YOU!