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): May 22, 2009
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HASBRO, INC.
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(Exact name of registrant as specified in its charter)
RHODE ISLAND 1-6682 05-0155090
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(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND 02862
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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))
Item 8.01 Other Events
On April 29, 2009, Hasbro, Inc. ("Hasbro"), entered an agreement with
Discovery Communications, LLC, a Delaware limited liability company
("Discovery") and Discovery's ultimate parent, Discovery Communications, Inc.,
a Delaware corporation ("DCI") which provided that upon the closing (the
"Closing") of the transactions contemplated by the agreement, Hasbro would
purchase a 50% interest in a limited liability company subsidiary of Discovery
(hereafter referred to as the "Joint Venture") which would own the Discovery
Kids Network in the United States, and Hasbro would enter into various other
arrangements related to the Joint Venture. This agreement and these
arrangements were described in a Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 30, 2009.
The Closing took place on May 22, 2009 and Hasbro has now completed its
purchase of a 50% interest in the Joint Venture from Discovery for a purchase
price of $300 million. A copy of the May 22, 2009 press release announcing the
Closing is attached as exhibit 99 to this report.
Hasbro has funded this purchase price from available cash and portions of
the proceeds of its offering of $425 million in aggregate principal amount of
6.125% Notes which were issued on May 13, 2009 (the "May Debt Offering").
Hasbro had previously obtained a financing commitment from Bank of
America, N.A. and RBS Citizens, N.A. providing Hasbro with the ability to
borrow up to $200 million for up to one year (the "Financing Commitment"),
subject to customary borrowing conditions, including the absence of a material
adverse event impacting Hasbro's business. This financing commitment could
have been utilized to pay a portion of the purchase price for the 50% interest
in the Joint Venture. However, upon the closing of the May Debt Offering
Hasbro terminated the Financing Commitment. No amounts were borrowed pursuant
to the Financing Commitment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99 Press Release, dated May 22, 2009
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.
HASBRO, INC.
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(Registrant)
Date: May 22, 2009 By: /s/ David D.R. Hargreaves
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David D.R. Hargreaves
Chief Operating Officer
(Duly Authorized Officer)
Hasbro, Inc.
Current Report on Form 8-K
Dated May 22, 2009
Exhibit Index
Exhibit No. Exhibits
99 Press Release, dated May 22, 2009
EXHIBIT 99
HASBRO CLOSES INVESTMENT IN JOINT VENTURE WITH
DISCOVERY COMMUNICATIONS
PAWTUCKET, R.I., and SILVER SPRING, MD., MAY 22, 2009 – Hasbro, Inc. (NYSE:HAS) and Discovery Communications (Nasdaq: DISCA, DISCB, DISCK) announced today the closing of Hasbro’s purchase of a 50 percent interest in a joint venture which holds the Discovery Kids Network in the United States. Hasbro and Discovery plan for the joint venture to create a rebranded television network dedicated to high-quality children’s and family entertainment.
The rebranded network is scheduled to premiere in late 2010. The network will feature content from Hasbro’s rich portfolio of entertainment and educational properties, and content from Discovery’s extensive library of award-winning children’s educational programming, as well as programming from third-party producers.
About Hasbro
Hasbro, Inc. (NYSE:HAS) is a worldwide leader in children’s and family leisure time products and services with a rich portfolio of brands and entertainment properties that provides some of the highest quality and most recognizable play and recreational experiences in the world. As a brand-driven, consumer-focused global company, Hasbro brings to market a range of toys, games and licensed products, from traditional to high-tech and digital, under such powerful brand names as TRANSFORMERS, PLAYSKOOL, TONKA, MILTON BRADLEY, PARKER BROTHERS, CRANIUM and WIZARDS OF THE COAST. Come see how we inspire play through our brands at http://www.hasbro.com. © 2009 Hasbro, Inc. All Rights Reserved.
About Discovery Communications
Discovery Communications (Nasdaq: DISCA, DISCB, DISCK) is the world’s number one nonfiction media company reaching more than 1.5 billion cumulative subscribers in 170 countries. Discovery empowers people to explore their world and satisfy their curiosity through 100-plus worldwide networks, led by Discovery Channel, TLC, Animal Planet, Science Channel, Planet Green, Investigation Discovery and HD Theater, as well as leading consumer and educational products and services, and a diversified portfolio of digital media services including HowStuffWorks.com. For more information, please visit www.discoverycommunications.com.
News Media Contacts:
For Hasbro:
Wayne Charness at 401-727-5983; wcharness@hasbro.com
For Discovery: Tammy Shea, 240-662-6506; Tammy_Shea@discovery.com
Investor Relations Contacts:
For Hasbro:
Karen Warren at 401-727-5401; kwarren@hasbro.com
For Discovery: Craig Felenstein at 212-548-5109; craig_felenstein@discovery.com
Certain statements contained in this press release, including statements related to the future expectations and timing for the rebranding of the network, the types of content which the parties currently plan to create and distribute via the network, and expectations for the performance of the rebranded network, constitute forward-looking statements. Such forward-looking statements are subject to known and unknown risks and the actual actions or results may differ from these current expectations. Factors which might cause a difference between actual and expected events include: (i) greater than expected costs or unexpected delays associated with the steps necessary to rebrand the network, (ii) greater than expected costs or unexpected delays related to Hasbro’s establishment and development of the team and infrastructure to create and produce content for the network, (iii) changes in plans with respect to the future content to be created f or the network or the timing for its development, or with respect to the branding and marketing for the network, (iv) consumer interest in and acceptance of the network and its programming, or in entertainment-related product associated with the network, (v) the financial performance of the network and other factors which impact the resources the network has available and/or determines to spend on programming, advertising and marketing, (vi) the willingness and ability of Hasbro and Discovery to assist the network in meeting any financial shortfalls it may experience or to otherwise support the network, (vii) increased costs associated with, or delays in the production of, planned content for the network, (viii) other factors which may lead to changes in the branding of the network and/or the content to be developed for the network, as well as (ix) other factors which are discussed in Hasbro’s and Discovery’s public announcements and SEC filings. Neither party undertakes any obligation to upd ate these forward-looking statements for events occurring after the date of this press release.
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