Hasbro, Inc. $300,000,000 2.600% Notes Due 2022 $500,000,000 3.000% Notes Due 2024 $675,000,000 3.550% Notes Due 2026 $900,000,000 3.900% Notes Due 2029
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424B2 424B2http://www.oblible.com 1 d823125d424b2.htm 424B2 Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Amount to be Maximum Offering Maximum Aggregate Amount of to be Registered Registered Price Per Unit Offering Price Registration Fee(1) 2.600% Notes due 2022 $300,000,000 99.989% $299,967,000 $38,935.72 3.000% Notes due 2024 $500,000,000 99.811% $499,055,000 $64,777.34 3.550% Notes due 2026 $675,000,000 99.705% $673,008,750 $87,356.54 3.900% Notes due 2029 $900,000,000 99.680% $897,120,000 $116,446.18 Total $2,375,000,000 — $2,369,150,750 $307,515.77 (1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933. Table of Contents Filed pursuant to Rule 424(b)(2) Registration No. 333-220331 PROSPECTUS SUPPLEMENT (To Prospectus dated September 5, 2017) $2,375,000,000 Hasbro, Inc. $300,000,000 2.600% Notes due 2022 $500,000,000 3.000% Notes due 2024 $675,000,000 3.550% Notes due 2026 $900,000,000 3.900% Notes due 2029 Hasbro, Inc. (“Hasbro,” the “Company,” “we” or “us”) is offering $300,000,000 aggregate principal amount of our 2.600% notes due 2022 (the “2022 notes”), $500,000,000 aggregate principal amount of our 3.000% notes due 2024 (the “2024 notes”), $675,000,000 aggregate principal amount of our 3.550% notes due 2026 (the “2026 notes”) and $900,000,000 aggregate principal amount of our 3.900% notes due 2029 (the “2029 notes”). We refer to the 2022 notes, the 2024 notes, the 2026 notes and the 2029 notes together as the “notes.” We will pay interest on the notes on May 19 and November 19 of each year, beginning May 19, 2020 . The 2022 notes will mature on November 19, 2022, the 2024 notes will mature on November 19, 2024, the 2026 notes will mature on November 19, 2026 and the 2029 notes will mature on November 19, 2029. The interest rate payable on each series of the notes will be subject to adjustment from time to time if either Moody’s or S&P (or a substitute rating agency therefor) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the notes as described in “Description of the Notes—Interest Rate Adjustment.” We intend to use the net proceeds of this offering to finance, in part, our proposed acquisition (the “Proposed Acquisition”) of Entertainment One Ltd., a Canadian corporation (“eOne”), and to pay related costs and expenses. The closing of this offering is not conditioned upon the consummation of the Proposed Acquisition. If, however, (i) we do not consummate the Proposed Acquisition on or prior to March 30, 2020, (ii) we notify the trustee in writing that the Arrangement Agreement (as defined herein) is terminated or (iii) we determine in our reasonable judgment that the Proposed Acquisition will not be consummated (in which case we will notify the trustee in writing thereof), the notes will be redeemed in the manner set forth under “Description of the Notes—Special Mandatory Redemption ” at a price equal to 101% of the aggregate principal amount of the notes being redeemed, plus accrued and unpaid interest on the principal amount of the notes to, but not including, the Special Mandatory Redemption Date (as defined in “Description of the Notes—Special Mandatory Redemption”). We may also redeem, at our option, some or all of the notes of each series at any time at the applicable redemption price for such series of notes described in this prospectus supplement. The notes will be our senior unsecured obligations and will rank equally with our other senior unsecured indebtedness from time to time outstanding. The notes will be structurally subordinated to all obligations of our subsidiaries. The notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. For a more detailed description of the notes, see “Description of the Notes,” beginning on page S-48 of this prospectus supplement. Investing in our notes involves risks. See “Risk Factors” beginning on page S-21 of this prospectus supplement and in the documents we https://www.sec.gov/Archives/edgar/data/46080/000119312519292450/d823125d424b2.htm[11/15/2019 8:57:33 AM] 424B2 incorporate by reference in this prospectus supplement and the accompanying prospectus. http://www.oblible.com Per Per Per Per 2022 Note Total 2024 Note Total 2026 Note Total 2029 Note Total Public offering price(1) 99.989% $299,967,000 99.811% $499,055,000 99.705% $673,008,750 99.680% $897,120,000 Underwriting discount 0.375% $1,125,000 0.600% $3,000,000 0.625% $4,218,750 0.650% $5,850,000 Proceeds, before expenses, to Hasbro 99.614% $298,842,000 99.211% $496,055,000 99.080% $668,790,000 99.030% $891,270,000 (1) Plus accrued interest from November 19, 2019, if settlement occurs after that date. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about November 19, 2019. Joint Book-Running Managers BofA Securities J.P. Morgan Citigroup MUFG Scotiabank SunTrust Robinson Humphrey Citizens Capital Markets Co-Managers ANZ Securities BBVA Huntington Capital Markets SMBC Nikko The date of this prospectus supplement is November 13, 2019. Table of Contents TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENT S-ii DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS S-iii INDUSTRY AND MARKET DATA S-viii SUMMARY S-1 THE OFFERING S-7 SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA OF HASBRO S-11 SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA OF EONE S-16 SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION S-17 RISK FACTORS S-21 USE OF PROCEEDS S-46 CAPITALIZATION S-47 DESCRIPTION OF THE NOTES S-48 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS S-65 UNDERWRITING S-69 LEGAL MATTERS S-76 EXPERTS S-77 WHERE YOU CAN FIND MORE INFORMATION S-78 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE S-79 Prospectus ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION 2 INCORPORATION BY REFERENCE 2 FORWARD-LOOKING STATEMENTS 3 HASBRO, INC. 4 CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES 7 USE OF PROCEEDS 8 DESCRIPTION OF DEBT SECURITIES 9 PLAN OF DISTRIBUTION 20 LEGAL MATTERS 22 EXPERTS 22 https://www.sec.gov/Archives/edgar/data/46080/000119312519292450/d823125d424b2.htm[11/15/2019 8:57:33 AM] 424B2 We have not, and the underwriters have not, authorized any dealer, salesperson or other person to give any information or to make any representation other than those contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus. We do not take responsibility for any information or representation not contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus. This prospectus supplement, the accompanying prospectus and any applicable free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate. Nor do this prospectus supplement, the accompanying prospectus and any applicable free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus, the documents incorporated herein and therein by reference, or any applicable free writing prospectus is correct on any date after their respective dates, even though this prospectus supplement, the accompanying prospectus or an applicable free writing prospectus is delivered or securities are sold at a later date. Our business, financial condition and results of operations (or those of eOne) may have changed since those dates. S-i Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT In this prospectus supplement, (1) references to “Hasbro,” the “Company,” “we” or “us” and similar references refer to Hasbro, Inc. and its subsidiaries prior to the Proposed Acquisition or Hasbro, Inc. and its subsidiaries after completion of the Proposed Acquisition, in each case as the context requires, (2) references to the “combined company” refer to Hasbro and its subsidiaries after completion of the Proposed Acquisition and (3) references to “this offering” refer to this offering of notes pursuant to this prospectus supplement and the accompanying prospectus. Capitalized names of brands and products are service marks, trademarks or trade names of Hasbro or other persons. This document consists of two parts. The first part is the prospectus supplement, which describes the specific details regarding this offering and the notes offered hereby. The second part is the prospectus, which describes more general information, some of which may not apply to this offering. You should read this prospectus supplement and the accompanying prospectus, together with additional information incorporated by reference herein as described under “Where You Can Find More Information” and “Incorporation of Certain Information By Reference” in this prospectus supplement.