Item 1.01 Entry into a Material Definitive Agreement.
On May 13, 2009, Hasbro, Inc. (the "Company") completed its previously
reported offering of $425 million aggregate principal amount of 6.125% Notes due
2014 (the "Notes"). In connection with the closing of the issuance and sale of
the Notes, the Company entered into a second supplemental indenture (the "Second
Supplemental Indenture") with The Bank of Nova Scotia Trust Company of New York,
as trustee, relating to the Notes. Copies of the Second Supplemental 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. There is no
sinking fund for the Notes. The Notes mature on May 15, 2014 and bear interest
at a rate of 6.125% per annum. If the rating on the Notes from Moody's Investors
Service, Inc., Standard & Poor's Ratings Services or Fitch Ratings is reduced to
Ba1, BB+ or BB+, respectively, or below, the per annum interest on the Notes
will increase as set forth in the Second Supplemental Indenture. If any of the
ratings agencies subsequently increases its rating with respect to the Notes,
the per annum interest rate will be decreased as set forth in the Second
Supplemental Indenture. In no event will the per annum interest rate on the
Notes be reduced below 6.125% or exceed 8.125%.
The Company may redeem the Notes in whole at any time or in part from time to
time, at its option at a redemption price equal to the greater of (i) 100% of
the principal amount of the Notes to be 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 30-day months) at the Treasury Rate (as
defined in the Second Supplemental Indenture), plus 50 basis points, plus in
each case, accrued and unpaid interest thereon to the date of redemption.
If the Company experiences a Change of Control Repurchase Event (defined 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 preceding description of the Second Supplemental Indenture and the Notes
is qualified in its entirety by the Second Supplemental Indenture, including the
form of the Notes, filed herewith as exhibits.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
Item 8.01 Other Events
In order to furnish certain exhibits for incorporation by reference into the
Company's Registration Statement on Form S-3 (File No. 333-145947), previously
filed with the Securities and Exchange Commission, the Company is filing the
Second Supplemental Indenture and the form of the Notes as exhibits hereto.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
4.1 Second Supplemental Indenture dated as of May 13, 2009 between Hasbro,
Inc. and The Bank of Nova Scotia Trust Company of New York, as trustee,
supplementing the Indenture dated as of March 15, 2000.
4.2 Form of 6.125% Notes due 2014 (attached as Exhibit A to the Second
Supplemental Indenture filed as Exhibit 4.1 hereto).
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