HASBRO, INC. (NASDAQ:HAS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On September13, 2017, Hasbro, Inc. (the “Company”) completed its offering of $500,000,000 aggregate principal amount of 3.500% senior unsecured notes due 2027 (the “Notes”) at a price to the public of 99.874%. The Company currently intends to use the net proceeds from the sale of the Notes to repay the $350 million aggregate principal amount of its 6.30% Notes due 2017 upon their maturity plus accrued and unpaid interest thereon. The Company plans to use the remaining net proceeds for general corporate purposes, which may include (but is not limited to) the acquisition of companies or businesses, repayment and refinancing of indebtedness, repurchases of shares of the Company’s common stock, working capital and capital expenditures.

In connection with the closing of the issuance and sale of the Notes, the Company entered into a fifth supplemental indenture (the “Fifth Supplemental Indenture”) with The Bank of New York Mellon Trust Company, National Association, as successor trustee to The Bank of Nova Scotia Trust Company of New York, to the indenture dated as of March15, 2000, between the Company and The Bank of New York Mellon Trust Company, National Association, as successor trustee to The Bank of Nova Scotia Trust Company of New York (together with the Fifth Supplemental Indenture, the “Indenture”). Copies of the Indenture, including the form of the Notes, are filed herewith as exhibits and incorporated by reference herein.

The Notes are senior unsecured debt obligations of the Company, mature on September15, 2027 and bear interest at a rate of 3.500%per annum. Prior to June15, 2027 (three months prior to their maturity date), the Company may redeem the Notes at the Company’s option, at any time in whole or from time to time in part, at a redemption price equal to the greater of (i)50% of the principal amount of the Notes being redeemed or (ii)the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Fifth Supplemental Indenture), plus 25 basis points. In addition, on or after June15, 2027 (three months prior to their maturity date), the Company may redeem at its option the Notes, in whole at any time or in part from time to time, at a redemption price equal to 50% of the principal amount of the Notes to be redeemed. The Company will also pay the accrued and unpaid interest on any Notes that it redeems to the redemption date.

If the Company experiences a Change of Control Repurchase Event (defined in the Fifth Supplemental Indenture as a change of control combined with a below investment grade rating event), it will be required, unless it has exercised its right to redeem the Notes, to offer to purchase the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest thereon to the date of purchase.

The Fifth Supplemental Indenture also contains certain covenants restricting the Company’s ability in certain circumstances to incur secured debt and enter into sale-leaseback transactions, as well as certain customary events of default.

The preceding description of the Fifth Supplemental Indenture and the Notes is qualified in its entirety by the Fifth Supplemental Indenture, including the form of the Notes, filed herewith as exhibits.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

On September8, 2017, Hasbro, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner& Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), to which the Company agreed to sell and the Underwriters agreed to purchase, upon the terms and subject to the conditions set forth therein, $500,000,000 million aggregate principal amount of the Notes. The Underwriting Agreement contains certain customary representations, warranties and indemnities.

In order to furnish certain exhibits for incorporation by reference into the Company’s Registration Statement on Form S-3 (File No.333-220331), previously filed with the Securities and Exchange Commission, the Company is filing the Underwriting Agreement, the Fifth Supplemental Indenture, the form of the Notes and the opinions of Skadden, Arps, Slate, Meagher& Flom LLP and Tarrant Sibley, Esq. as exhibits hereto.

The following exhibits are filed as part of this Current Report on Form 8-K:

HASBRO INC Exhibit
EX-1.1 2 d456734dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Hasbro,…
To view the full exhibit click here

About HASBRO, INC. (NASDAQ:HAS)

Hasbro, Inc. (Hasbro) is a branded-play company. The Company’s operating segments include the U.S. and Canada segment, the International segment, the Entertainment and Licensing segment, and Global Operations segment. The U.S. and Canada segment is engaged in the marketing and sale of its products in the United States. The International segment is engaged in the marketing and sale of the Company’s product categories to retailers and wholesalers in countries in Europe, Latin and South America, and the Asia Pacific region. The Entertainment and Licensing segment includes the Company’s consumer products licensing, digital gaming, television and movie entertainment operations. The Global Operations segment sources production of the Company’s toy and game products. The Company offers entertainment offerings, including television programming and motion pictures, and products, ranging from traditional to digital, all informed by storytelling and consumer insights.