Stanley Black & Decker Reaches Agreement to Sell Its Hardware & Home Improvement Group (HHI) to Spectrum Brands Holdings for $1.4 Billion in Cash
Completes Stanley Black & Decker's Previously Announced Review Of Strategic Alternatives For HHI;
After-Tax Cash Proceeds of $1.3 Billion To Be Used For Share Repurchases, Previously Announced Infastech Acquisition and Deleveraging;
Divestiture Consistent with SWK's Strategic Objectives
Stanley Black & Decker (NYS: SWK) , an S&P 500 global diversified industrial company, announced today that it has entered into a definitive agreement to sell its Hardware & Home Improvement Group ("HHI") to Spectrum Brands Holdings, Inc. (NYS: SPB) ("Spectrum Brands") for $1.4 billion in cash. The transaction, which is subject to customary closing conditions including required regulatory approvals, is expected to close by the first quarter 2013.
With 2011 revenues of $940 million, HHI is a provider of residential locksets, residential builder's hardware and plumbing fixtures marketed under the Kwikset, Weiser, Baldwin, Stanley, National and Pfister brands, among others. Other than Pfister, HHI is reported within Stanley Black & Decker's Security segment. With 90% of HHI's revenues from North America and more than 50% of its revenue coming through U.S. home centers, the divestiture of HHI is a meaningful step in the continued diversification of Stanley Black & Decker's revenue streams and geographic footprint.
The tax-efficient transaction is expected to generate after-tax cash proceeds of $1.3 billion. Over fifty percent of the proceeds from this divestiture will be used to repurchase shares and a smaller portion will go towards modest debt reduction, to ensure the company's leverage ratios remain in its target range. The company will reinvest the remaining proceeds, together with existing offshore capital, to fund the previously announced Infastech acquisition, which will significantly add to the company's Engineered Fastening growth platform and position in Asian markets. As a result of the impact of the share repurchase program and Infastech acquisition, the company does not expect significant annualized earnings per share dilution from the divestiture. There is no anticipated impact on Stanley Black & Decker's previously provided 2012 guidance.
President and Chief Executive Officer, John F. Lundgren, commented, "The sale of HHI is consistent with our strategy of strengthening our position as a diversified industrial company while maintaining the significant upside potential of a housing market recovery through our $5 billion CDIY portfolio. While HHI is a healthy and profitable business, its characteristics are inconsistent with Stanley Black & Decker's strategic objectives of diversifying our revenue base through further expansion into targeted end markets with higher growth and margin profiles, including emerging markets. Going forward, we remain focused on executing the promising organic growth initiatives we discussed on our July earnings call that should boost the company's organic growth rate by two to three points annually in the coming years."
Dave Lumley, Chief Executive Officer of Spectrum Brands Holdings said, "We are very pleased to be acquiring HHI, which is a successful, well-managed business with attractive market positions, international growth potential and established brands. We believe HHI has a bright future as part of Spectrum Brands, and look forward to supporting its product development and growth initiatives to fully realize HHI's great potential."
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, engineered fastening systems, healthcare solutions, infrastructure solutions and more. Learn more at www.stanleyblackanddecker.com.
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 expected timetable for consummation of the transaction; anticipated after tax proceeds; the effect on earnings per share and the effect on the Company's 2012 guidance and the delivery of two to three points of organic growth annually in the coming years.
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 and the uncertainty of obtaining regulatory approvals.
Additional risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied in the forward looking statements include, without limitation, those set forth under Item 1A Risk Factors of Stanley Black & Decker's Annual Report on Form 10-K and any material changes thereto set forth in any subsequent Quarterly Reports on Form 10-Q, or those contained in Stanley Black & Decker's other filings with the Securities and Exchange Commission. 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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