Item 1.01.
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Entry into a Material Definitive Agreement.
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On September 13, 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 Companys 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 March 15, 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 September 15, 2027 and bear interest at a rate of 3.500% per annum. Prior to June 15, 2027 (three months prior to their maturity date), the Company may redeem the Notes at the Companys
option, at any time in whole or from time to time in part, at a redemption price equal to the greater of (i) 100% 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 June 15, 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 100% 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 Companys 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.