Stanley Black & Decker, Inc. priced its offering of 6,750,000 Equity Units

NEW BRITAIN, Conn., 2017-May-14 — /EPR Retail News/ — Stanley Black & Decker, Inc. (NYSE: SWK) (the “Company”) announced today (05.11.17) that it priced its offering of 6,750,000 Equity Units (the “Units”). The Company has granted to the underwriters an option to purchase up to an additional 750,000 Units to cover over-allotments. The offering is being made under the Company’s existing shelf registration statement previously filed with the Securities and Exchange Commission (the “SEC”) and is expected to close on May 17, 2017.

The Units will initially consist of an aggregate of 675,000 shares of 0% Series C Cumulative Perpetual Convertible Preferred Stock (the “Convertible Preferred Stock”), with an aggregate liquidation preference of $675 million, and contracts to purchase, for an aggregate of $675 million, shares of the Company’s common stock (the “Common Stock”). The Common Stock is expected to be delivered upon settlement of the purchase contracts in May 2020 (subject to early settlement in certain circumstances). Quarterly contract adjustment payments equivalent to 5.375% per year will be made on the stated amount of $100 per Unit, subject to the Company’s right to defer contract adjustment payments.

The Convertible Preferred Stock will have an initial conversion rate of 6.1627 shares of the Common Stock per share of the Convertible Preferred Stock, equivalent to an initial conversion price of approximately $162.27, subject to adjustment. The initial conversion price represents a premium of approximately 17.5% above the closing price of the Common Stock on May 11, 2017. The Convertible Preferred Stock will initially not bear any dividends and the liquidation preference of the Convertible Preferred Stock will not accrete. Each share of Convertible Preferred Stock may be converted only after being separated from the Units and, prior to May 2020, only upon the occurrence of certain fundamental change events. Upon any such conversion, the Company will pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election. The Convertible Preferred Stock is expected to be remarketed in May 2020, unless the Company elects to remarket the Convertible Preferred Stock earlier, during a period beginning on and including February 12, 2020 and ending on and including April 28, 2020, at which time the conversion rate and/or the dividend rate may be increased and certain other terms of the Convertible Preferred Stock may change. The Company may pay contract adjustment payments on the Units and dividend payments on the Convertible Preferred Stock (if the dividend rate of the Convertible Preferred Stock is increased upon successful remarketing) in cash, shares of the Common Stock or a combination of cash and shares of the Common Stock, at the Company’s election, and may defer contract adjustment payments on the Units and dividend payments on the Convertible Preferred Stock (if the dividend rate of the Convertible Preferred Stock is increased upon successful remarketing). The Convertible Preferred Stock is perpetual, but the Company may redeem all or any portion of the outstanding Convertible Preferred Stock from and after June 2020, at a redemption price equal to 100% of the liquidation preference thereof, plus any accumulated and unpaid dividends (if the dividend rate of the Convertible Preferred Stock is increased upon successful remarketing).

The Company will receive gross proceeds of $675 million from the sale of the Units, before deducting the underwriters’ discounts and commissions and offering expenses (excluding any exercise of the over-allotment option).

The Company intends to use the net proceeds from the offering for general corporate purposes, including repayment of short term borrowings. The Company also intends to use a portion of the net proceeds of the offering to purchase options on the Common Stock from counterparties, which may include certain of the underwriters and their affiliates. These option transactions are generally expected to provide an economic offset to dilution upon settlement of the Convertible Preferred Stock if the transactions are exercised and the price per share of the Common Stock, as measured under the terms of the option transactions, is greater than the $162.2675 lower strike price of the options, which corresponds to the initial conversion price for the Convertible Preferred Stock, subject to a cap price of $179.5300 (in each case subject to adjustment), which is 30% above the closing price of the Common Stock on May 11, 2017.

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC are acting as joint book-running managers of this 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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of the Equity Units will be made only by means of a prospectus and a related prospectus supplement.

The offering of these securities may be made only by means of a prospectus and a related prospectus supplement. Before you invest, you should read the prospectus, the related prospectus supplement and the other documents the Company has filed with the SEC for more complete information about the Company and the offering. Copies of the final prospectus supplement for the offering may be obtained by visiting EDGAR on the SEC’s website at http://www.sec.gov. Alternatively, copies may be obtained by contacting Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by calling toll-free at 1-800-831-9146; Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York 10010, by email at newyork.prospectus@credit-suisse.com or by calling 1-800-221-1037; Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com; and Wells Fargo Securities, LLC, Attn: Equity Syndicate Department, 375 Park Avenue, New York, NY 10152, at (800) 326-5897 or email a request to cmclientsupport@wellsfargo.com.

About Stanley Black & Decker

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

Statements in this press release that are not historical, including but not limited to those regarding the Company’s: (i) planned securities offering; (ii) anticipated use of the net proceeds; and (iii) expected results of the option transactions; are “forward looking statements” and subject to risk and uncertainty. No assurance can be given that the offering will be consummated on the terms described above or at all. Consummation of the offering and the terms thereof are subject to numerous conditions, many of which are beyond the control of the Company, including: the prevailing conditions in the public and private capital markets; interest rates; and economic, political and market factors affecting trading volumes, securities prices or demand for the Company’s stock.

Stanley Black & Decker, Inc.
Greg Waybright
Vice President, Investor Relations
860-827-3833
greg.waybright@sbdinc.com

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Stanley Black & Decker, Inc.’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the most recently ended fiscal year.

SOURCE: Stanley Black & Decker, Inc.

Shopify filed a preliminary short form base shelf prospectus for US$500,000,000 with Canadian securities regulatory authorities and the SEC

Ottawa, Canada, 2016-Aug-03 — /EPR Retail News/ — Shopify Inc. (NYSE:SHOP)(TSX:SH) (“Shopify” or the “Company”), the leading cloud-based, multi-channel commerce platform designed for small and medium-sized businesses, today announced that it has filed a preliminary short form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada, except Quebec, and a corresponding shelf registration statement on Form F-10 (the “Registration Statement“) with the U.S. Securities and Exchange Commission (the “SEC“) under the U.S./Canada Multijurisdictional Disclosure System.

The shelf prospectus and Registration Statement, when made final or effective, will allow Shopify to offer up to US$500,000,000 of Class A subordinate voting shares, preferred shares, debt securities, warrants, subscription receipts, units, or any combination thereof, from time to time during the 25-month period that the shelf prospectus is effective. The specific terms of any future offering will be established in a prospectus supplement to the shelf prospectus, which supplement will be filed with the applicable Canadian securities regulatory authorities and the SEC.

The Registration Statement filed with the SEC has not yet become effective. No securities may be sold, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.

A copy of the preliminary short form base shelf prospectus can be found on SEDAR at www.sedar.com, and a copy of the Registration Statement can be found on EDGAR at www.sec.gov. Copies of the preliminary short form base shelf prospectus and the Registration Statement may also be obtained by contacting the Corporate Secretary of the Company at 50 Elgin Street, 8th Floor, Ottawa, Ontario, Canada, K2P 1L4.

About Shopify
Shopify is the leading cloud-based, multi-channel commerce platform designed for small and medium-sized businesses. Merchants use the software to design, set up and manage their stores across multiple sales channels, including web, mobile, social media, marketplaces, brick-and-mortar locations and pop-up shops. The platform also provides a merchant with a powerful back-office and a single view of their business. The Shopify platform was engineered for reliability and scale, making enterprise-level technology available to businesses of all sizes. Shopify currently powers over 275,000 businesses in approximately 150 countries and is trusted by big brands including Tesla Motors, Budweiser, Red Bull, the LA Lakers, the New York Stock Exchange, GoldieBlox, and many more.

Forward-looking Statements
This press release contains certain forward-looking statements within the meaning of applicable securities laws. Words such as “will”, “anticipates” and “intends” or similar expressions are intended to identify forward-looking statements.

These forward-looking statements are based on Shopify’s current expectations about future events and financial trends that management believes might affect its financial condition, results of operations, business strategy and financial needs, and on certain assumptions and analysis made by Shopify in light of the experience and perception of historical trends, current conditions and expected future developments and other factors management believes are appropriate. These projections, expectations, assumptions and analyses are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause actual results, performance, events and achievements to differ materially from those anticipated in these forward-looking statements. Although Shopify believes that the assumptions underlying these forward-looking statements are reasonable, they may prove to be incorrect, and readers cannot be assured that actual results will be consistent with these forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of numerous factors, including certain risk factors, many of which are beyond Shopify’s control. The forward-looking statements contained in this news release represent Shopify’s expectations as of the date of this news release, or as of the date they are otherwise stated to be made, and subsequent events may cause these expectations to change. Shopify undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

SOURCE: Shopify

US Foods Holding files registration statement with SEC relating to proposed initial public offering of its common stock

Rosemont, Ill., 2016-Feb-10 — /EPR Retail News/ — US Foods Holding Corp. (together with its consolidated subsidiaries, “US Foods”), the parent company of US Foods, Inc., today announced it has filed a registration statement on Form S-1 with the Securities and Exchange Commission (“SEC”) relating to a proposed initial public offering of its common stock.  The number of shares to be offered and the price range for the offering have not been determined.

This offering will be made only by means of a prospectus filed with the SEC.  When available, a copy of the preliminary prospectus related to the offering will be accessible for free, on the SEC’s website at http://sec.gov.  A copy may also be obtained, when available, from the book-running manager(s) of the proposed offering when identified.

A registration statement relating to these securities has been filed with the SEC, but has not yet become effective.  These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About US Foods
US Foods, Inc. is a large foodservice distributor serving chefs and foodservice operators across the country. Its customers include independent and multi-unit restaurants, healthcare and hospitality entities, government and educational institutions. The company employs approximately 25,000 people in more than 60 locations nationwide. US Foods is headquartered in Rosemont, Ill.

Media Contact
Lisa Lecas
847.720.8243
Lisa.Lecas@usfoods.com

Investor Relations Contact
Bill Murray
847.720.8080
William.Murray@usfoods.com

About US Foods
As one of America’s great food companies and leading distributors, US Foods is Keeping Kitchens Cooking™ and making life easier for customers, including independent and multi-unit restaurants, healthcare and hospitality entities, government and educational institutions. With approximately $22 billion in annual revenue, the company offers more than 350,000 products, including high-quality, exclusive brands such as the innovative Chef’s Line®, a time-saving, chef-inspired line of scratch-quality products, and Rykoff Sexton®, a premium line of specialty ingredients sourced from around the world. The company proudly employs approximately 25,000 people in more than 60 locations nationwide. US Foods is headquartered in Rosemont, Ill., and jointly owned by affiliates of Clayton, Dubilier & Rice LLC and Kohlberg Kravis Roberts & Co. L.P. Discover more at www.usfoods.com.

Contact

Lisa Lecas
Corporate Communications, US Foods
Office: 847-720-8243
Lisa.Lecas@usfoods.com