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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On February 19, 2009, Snap-on Incorporated (the “Company”) entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities
Inc., Mizuho Securities USA Inc. and UBS Securities LLC, as representatives of the several
underwriters listed therein (collectively, the “Underwriters”) pursuant to which the Company agreed
to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth
therein, $300,000,000 aggregate principal amount of the Company’s notes consisting of the following
two series (collectively, the “Debt Securities”):
(a) $100,000,000 aggregate principal amount of 5.850% Notes due 2014 (the “5.850% Notes due
2014”); and
(b) $200,000,000 aggregate principal amount of 6.700% Notes due 2019 (the “6.700% Notes due
2019”).
The offering of the Debt Securities closed on February 24, 2009.
The Debt Securities were issued pursuant to the Indenture (the “Indenture”), dated as of
January 8, 2007, between the Company and U.S. Bank National Association, as Trustee (the
“Trustee”), and related officers’ certificates which established the terms of the Debt Securities.
The descriptions of the Indenture, the officers’ certificates and the Debt Securities in this
Current Report on Form 8-K are summaries and are qualified in their entirety by the terms of the
Indenture, the officers’ certificates and the Debt Securities, respectively.
The Company will pay interest on the Debt Securities semi-annually on March 1 and September 1,
beginning on September 1, 2009, to holders of record on the preceding February 15 and August 15, as
the case may be. Interest will be calculated on the basis of a 360-day year consisting of twelve
30-day months. The 5.850% Notes due 2014 will mature on March 1, 2014, and the 6.700% Notes due
2019 will mature on March 1, 2019, in each case, unless redeemed prior to that date.
The Debt Securities are senior unsecured obligations of the Company and rank equally with all
of the other existing and future unsecured and unsubordinated senior indebtedness of the Company.
The Indenture includes covenants, including limitations on the Company’s ability, subject to
exceptions, to incur debt secured by liens and to engage in sale/leaseback transactions. The
Indenture also provides for events of default and further provides that the Trustee or the holders
of not less than 25% in aggregate principal amount of the outstanding Debt Securities of any series
may declare the Debt Securities of that series immediately due and payable upon the occurrence and
during the continuance of any event of default after expiration of any applicable grace period. In
the case of specified events of bankruptcy, insolvency, receivership or reorganization, the
principal amount of the Debt Securities and any accrued and unpaid interest on the Debt Securities
automatically become due and payable.
All or a portion of the Debt Securities may be redeemed at the Company’s option in whole or in
part, at any time and from time to time, prior to their stated maturity, at the make-whole
redemption price set forth in the Debt Securities. If a change of control repurchase event occurs,
the Debt Securities are subject to repurchase by the Company at a repurchase price in cash equal to
101% of the aggregate principal amount of the Debt Securities repurchased plus any accrued and
unpaid interest on the Debt Securities repurchased to, but not including, the date of repurchase.