Hasbro Announces Closing of Public Offering of Common Stock and Exercise in Full of Over-Allotment Option
November 08 2019 - 9:19AM
Business Wire
Hasbro, Inc. (NASDAQ: HAS) (“Hasbro”) announced today the
closing of its previously announced underwritten registered public
offering (the “Offering”) of 10,592,106 shares of its common stock,
which includes 1,381,579 shares sold pursuant to the exercise in
full by the underwriters of their over-allotment option, at a
public offering price of $95.00 per share.
The net proceeds from the Offering were approximately $976.06
million 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 was 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
acted as joint book-running managers for the Offering.
The Offering was made pursuant to an effective shelf
registration statement, as amended, including a base prospectus,
that was 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 was filed with the SEC on
November 6, 2019 and is 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 the Company’s anticipated use of
proceeds from the equity offering ; 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
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/20191108005382/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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