Hasbro Announces Pricing of Public Offering of Notes

PAWTUCKET, R.I.--(BUSINESS WIRE)--Hasbro, Inc. (NASDAQ: HAS) (“Hasbro”) announced today the pricing of an underwritten registered public offering (the “Offering”) of $300,000,000 aggregate principal amount of 2.600% Notes due 2022 (the “2022 Notes”), $500,000,000 aggregate principal amount of 3.000% Notes due 2024 (the “2024 Notes”), $675,000,000 aggregate principal amount of 3.550% Notes due 2026 (the “2026 Notes”), and $900,000,000 aggregate principal amount of 3.900% Notes due 2029 (the “2029 Notes” and, together with the 2022 Notes, the 2024 Notes and the 2026 Notes, the “Notes”).The Notes will accrue interest beginning November 19, 2019 with semi-annual payments commencing May 19, 2020. Subject to customary closing conditions, the Offering is expected to settle and close on or about November 19, 2019.

The net proceeds from the Offering will be approximately $2.355 billion, after giving effect to the underwriting discounts but not estimated 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 by March 30, 2020, Hasbro will be required to redeem the Notes in whole at a special mandatory redemption price.

BofA Securities, Inc., J.P. Morgan Securities LLC and Citigroup Global Markets Inc. 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 dated September 5, 2017, that has been filed with the Securities and Exchange Commission (the “SEC”) 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 [phone] or emailing [e-mail], contacting J.P. Morgan Securities LLC at: J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor or by telephone at [phone] and by contacting Citigroup Global Markets Inc. at: Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Ave., Edgewood, NY 11717, or by telephone at [phone].

This press release does not constitute an offer to sell or the solicitation of an offer to buy Hasbro’s notes nor shall there be any sale of such notes 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 debt financing; the Company’s anticipated use of proceeds from the debt financing; and the completion of the proposed acquisition of Entertainment One.

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 debt financing 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 with Entertainment One 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.

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