Hasbro Announces Pricing of Public Offering of Common Stock
November 05 2019 - 7:31PM
Business Wire
Hasbro, Inc. (NASDAQ: HAS) (“Hasbro”) announced today the
pricing of an underwritten registered public offering (the
“Offering”) of 9,210,527 shares of its common stock at a public
offering price of $95.00 per share. Hasbro has granted the
underwriters an option for 30 days to purchase up to an additional
1,381,579 shares of its common stock sold at the public offering
price, less the underwriting discount. Subject to customary closing
conditions, the Offering is expected to settle and close on or
about November 8, 2019.
The net proceeds from the Offering will be approximately $848.75
million (or $976.06 million if the underwriters exercise their
option to purchase additional shares as described above) after
giving effect to the underwriting discounts but before giving
effect to any offering expenses payable by Hasbro. Hasbro intends
to use the net proceeds of the Offering to finance, in part, its
proposed acquisition (the “Proposed Acquisition”) of Entertainment
One Ltd., and to pay related costs and expenses. The closing of the
Offering is not conditioned upon the consummation of the Proposed
Acquisition. If the Proposed Acquisition is not consummated, Hasbro
intends to use the net proceeds of the Offering to repurchase its
common stock or for general corporate purposes, which may include
debt repayment, capital expenditures and investments.
BofA Securities, Inc., J.P. Morgan Securities LLC and Citigroup
are acting as joint book-running managers for the Offering.
The Offering is being made pursuant to an effective shelf
registration statement, as amended, including a base prospectus,
that has been filed with the Securities and Exchange Commission
(the “SEC”) on November 4, 2019 and is available on the SEC
website. A final prospectus supplement describing the terms of the
Offering and the accompanying base prospectus will be filed with
the SEC and will be available on the SEC website. Copies of these
documents may also be obtained by calling BofA Securities, Inc.
toll-free at 1-800-294-1322 or emailing
dg.prospectus_requests@baml.com, contacting J.P. Morgan Securities
LLC, c/o: Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, or by calling J.P. Morgan Securities LLC
toll free at (866) 803-9204 and by contacting Citigroup at:
Citigroup Global Markets Inc., c/o Broadridge Financial Solutions,
1155 Long Island Ave., Edgewood, NY 11717, or by telephone at (800)
831-9146.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy Hasbro’s common stock nor shall
there be any sale of such common stock 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 Hasbro
Hasbro (NASDAQ: HAS) is a global play and entertainment company
committed to Creating the World's Best Play and Entertainment
Experiences. From toys and games to television, movies, digital
gaming and consumer products, Hasbro offers a variety of ways for
audiences to experience its iconic brands, including NERF, MY
LITTLE PONY, TRANSFORMERS, PLAY-DOH, MONOPOLY, BABY ALIVE, MAGIC:
THE GATHERING and POWER RANGERS, as well as premier partner brands.
Through its entertainment labels, Allspark Pictures and Allspark
Animation, the Company is building its brands globally through
great storytelling and content on all screens. Hasbro is committed
to making the world a better place for children and their families
through corporate social responsibility and philanthropy. Hasbro
ranked No. 13 on the 2019 100 Best Corporate Citizens list by CR
Magazine and has been named one of the World’s Most Ethical
Companies® by Ethisphere Institute for the past eight years. Learn
more at www.hasbro.com and follow us on Twitter (@Hasbro) and
Instagram (@Hasbro).
© 2019 Hasbro, Inc. All Rights Reserved.
Forward-Looking Statements
Certain statements in this press release contain
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements may be accompanied by such words as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “forecast,” “intend,”
“may,” “plan,” “potential,” “project,” “target,” “will” and other
words and terms of similar meaning. Among other things, these
forward-looking statements include statements relating to the
expected timing, size, terms and Hasbro’s ability to complete the
equity offering and any debt financing; the Company’s anticipated
use of proceeds from the equity offering and any debt financing;
and the completion of the proposed acquisition of Entertainment One
and the timing thereof.
Hasbro’s actual actions or results may differ materially from
those expected or anticipated in the forward-looking statements due
to both known and unknown risks and uncertainties. Specific factors
that might cause such a difference include, but are not limited to:
uncertainty as to whether the transaction will be completed in a
timely manner or at all; the conditions precedent to completion of
the transaction, including the ability to secure applicable
regulatory approvals in a timely manner or at all or on expected
terms; uncertainty of whether Hasbro could achieve the expected
benefits and synergies from the transaction and successfully
integrate the operations of Entertainment One within the
anticipated time frame or at all; risks of unexpected costs,
liabilities or delays; integration difficulties, including the
ability to retain key personnel; potential volatility in the
capital markets and impact on the ability to complete the proposed
financings on satisfactory terms, if at all; the broad discretion
of Hasbro’s management to use the net proceeds from any intended
financing if the acquisition of Entertainment One is not
consummated; any restrictions or limitations that may stem from
financing arrangements that Hasbro has or will enter into in the
future; risks and uncertainties relating to the play and
entertainment industries, including the retail landscape,
distribution channels, consumer preferences, application of tariffs
on Hasbro’s products, and other factors that may impact or alter
Hasbro’s anticipated business plans, strategies and objectives; the
effect of the announcement, pendency or consummation of the
transaction on customers, employees, suppliers, partners and
operating results; and other risks detailed from time to time in
Hasbro’s Annual Report on Form 10-K for the year ended December 30,
2018 and in its other filings with the SEC. The statements
contained herein are based on Hasbro’s current beliefs and
expectations and speak only as of the date of this press release.
Except as may be required by law, Hasbro does not undertake any
obligation to make any revisions to the forward-looking statements
contained in this press release or to update them to reflect events
or circumstances occurring after the date of this press release.
You should not place undue reliance on forward-looking
statements.
HAS-IR
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version on businesswire.com: https://www.businesswire.com/news/home/20191105006289/en/
Investor Contact: Debbie Hancock | Hasbro, Inc. | (401) 727-5401
| debbie.hancock@hasbro.com
Press Contact: Julie Duffy | Hasbro, Inc. | (401) 727-5931 |
julie.duffy@hasbro.com
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