UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): August 24, 2017
HASBRO, INC.
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(Exact name of registrant as specified in its charter)
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Rhode Island |
1-6682 |
05-0155090 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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of incorporation) |
Identification No.) |
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1027 Newport Ave., Pawtucket, Rhode Island |
02861 |
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(Address of principal executive offices) |
(Zip Code) |
(401) 431-8697
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (sec. 230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (sec. 240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [ ]
Item 1.01 Entry into a Material Definitive Agreement.
On March 30, 2015, Hasbro, Inc. (the “Company”), and its subsidiary Hasbro SA (together the “Borrowers”), entered into a Second Amended and Restated Revolving Credit Agreement (the “Amended Agreement”) with: (i) Bank of America, N.A. (“Bank of America”), as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, and (ii) the other Lenders party thereto.
The Amended Agreement provided for a $700 million revolving credit facility through March 30, 2020.
Section 2.16 of the Amended Agreement sets forth a procedure pursuant to which the Company can request that the Lenders under the Amended Agreement increase the committed facility available to the Company from $700 million to $1 billion in aggregate. Pursuant to Section 2.16 the Company has proposed to increase the aggregate size of the committed facility to $1 billion. The Lenders party to the Increase Supplement, dated August 24, 2017 (the “Increase Supplement”), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, were invited by the Company to participate, and agreed to participate, in the increase in the aggregate borrowing commitment to $1 billion.
Effective as of August 24, 2017 the Amended Agreement now provides for a $1 billion committed revolving credit facility through March 30, 2020. The current Lenders under the Amended Agreement, and their respective commitments, are set forth in the Increase Supplement filed with this report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Increase Supplement, dated as of August 24, 2017, by and among Hasbro, Inc., Hasbro SA, Bank of America, N.A., and the other lenders party thereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HASBRO, INC. (Registrant) |
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By: |
/s/ Deborah Thomas |
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Name: |
Deborah Thomas |
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Title: |
Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) |
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Date: August 28, 2017 |
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Hasbro, Inc.
Current Report on Form 8-K
Dated August 28, 2017
Exhibit Index
Exhibit No. Exhibits
10.1 Increase Supplement, dated as of August 24, 2017, by and among Hasbro, Inc., Hasbro SA, Bank of America, N.A., and the other lenders party thereto.
Exhibit 10.1
INCREASE SUPPLEMENT
HASBRO, INC.
INCREASE SUPPLEMENT , dated as of August 24, 2017, to the Second Amended and Restated Revolving Credit Agreement, dated as of March 30, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ;” the terms defined therein being used herein as therein defined), among Hasbro, Inc., a Rhode Island corporation (the “ Company ”), Hasbro SA, a corporation organized under the laws of Switzerland and wholly owned subsidiary of the Company (the “ Designated Borrower ”, together with the Company, the “ Borrowers ”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”), L/C Issuer and Swing Line Lender.
1. Pursuant to Section 2.16 of the Credit Agreement, the Company hereby proposes to increase (the “ Increase ”) the Aggregate Commitments from $700,000,000 to $1,000,000,000.
2. Each of the following Lenders (each, an “ Increasing Lender ”) has been invited by the Company, and has agreed, subject to the terms hereof, to increase its Commitment as follows:
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Name of Lender |
Commitment
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Bank of America, N.A. |
$ 143,000,000 |
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Citibank, N.A. |
$ 143,000,000 |
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Citizens Bank, N.A. |
$ 143,000,000 |
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SunTrust Bank |
$ 143,000,000 |
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The Bank of Nova Scotia |
$ 92,750,000 |
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The Bank of Tokyo-Mitsubishi UFJ, LTD. |
$ 92,750,000 |
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Sumitomo Mitsui Banking Corporation |
$ 48,500,000 |
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Banco Bilbao Vizcaya Argentaria, S.A. New York Branch |
$ 48,500,000 |
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The Bank of New York Mellon |
$ 48,500,000 |
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Australia and New Zealand Banking Group Limited |
$ 48,500,000 |
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The Huntington National Bank |
$ 48,500,000 |
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Total |
$1,000,000,000 |
3. Pursuant to Section 2.16 of the Credit Agreement, by execution and delivery of this Increase Supplement, together with the satisfaction of all of the requirements set forth in Section 2.16 (the date of such satisfaction being the Increase Effective Date), each of the Increasing Lenders shall have, on and as of the Increase Effective Date, a Commitment equal to
the amount set forth above next to its name. On and as of the Increase Effective Date, the Commitments and Applicable Percentages set forth on Schedule 2.01 of the Credit Agreement shall be updated and replaced with the Commitments and Applicable Percentages set forth on Schedule 2.01 attached hereto.
IN WITNESS WHEREOF , the parties hereto have caused this INCREASE SUPPLEMENT to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
HASBRO, INC.
By:/s/ Deborah Thomas__________________
Name: Deborah Thomas
Title: Chief Financial Officer
HASBRO, SA
By: /s/ Nigel Hutton______________________
Name: Nigel Hutton
Title: Director
BANK OF AMERICA, N.A. , as Administrative Agent
By: /s/ Maurice E. Washington_____________
Name: Maurice E. Washington
Title: Vice President
The Increasing Lenders :
BANK OF AMERICA, N.A.
By: /s/ Nicholas Cheng____________________
Name: Nicholas Cheng
Title: Director
CITIBANK, N.A.
By: /s/ Carolyn Kee_______________________
Name: Carolyn Kee
Title: Vice President
CITIZENS BANK, N.A.
By: /s/ Matthew Possanza_________________
Name: Matthew Possanza
Title: Officer
SUNTRUST BANK
By: /s/ Jason Crowley_____________________
Name: Jason Crowley
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Michael Grad______________________
Name: Michael Grad
Title: Director
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By :/s/ Maria Iarriccio_____________________
Name: Maria Iarriccio
Title: Director
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ Akira Fujiwara_____________________
Name: Akira Fujiwara
Title: Managing Director
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
By: /s/ Brian Crowley_____________________
Name: Brian Crowley
Title: Managing Director
By: /s/ Cara Younger______________________
Name: Cara Younger
Title: Director
THE BANK OF NEW YORK MELLON
By: /s/ Thomas J. Tarasovich, Jr.____________
Name: Thomas J. Tarasovich, Jr.
Title: Vice President
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
By: /s/ Robert Grillo______________________
Name: Robert Grillo
Title: Director
THE HUNTINGTON NATIONAL BANK
By: /s/ Jared Shaner______________________
Name: Jared Shaner
Title: Vice President
SCHEDULE 2.01
COMMITMENTS
AND APPLICABLE PERCENTAGES
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Lender |
Commitment |
Applicable Percentage |
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Bank of America, N.A. |
$ 143,000,000 |
14.300% |
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Citibank, N.A. |
$ 143,000,000 |
14.300% |
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Citizens Bank, N.A. |
$ 143,000,000 |
14.300% |
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SunTrust Bank |
$ 143,000,000 |
14.300% |
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The Bank of Nova Scotia |
$ 92,750,000 |
9.275% |
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The Bank of Tokyo-Mitsubishi UFJ, LTD |
$ 92,750,000 |
9.275% |
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Sumitomo Mitsui Banking Corporation |
$ 48,500,000 |
4.850% |
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Banco Bilbao Vizcaya Argentaria, S.A. New York Branch |
$ 48,500,000 |
4.850% |
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The Bank of New York Mellon |
$ 48,500,000 |
4.850% |
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Australia and New Zealand Banking Group Limited |
$ 48,500,000 |
4.850% |
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The Huntington National Bank |
$ 48,500,000 |
4.850% |
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Total |
$1,000,000,000 |
100.00% |