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United States securities and exchange commission logo
May 27, 2022
Connor Haley
Managing Partner
Alta Fox Capital Management, LLC
640 Taylor Street, Suite 2522
Forth Worth, TX 76102
Re: Hasbro, Inc.
Definitive
Additional Material filed on May 19, 2022
Filed by Alta Fox
Opportunities Fund, LP, Alta Fox Capital Management,
LLC, Connor Haley
et al.
File No. 001-06682
Dear Mr. Haley:
We have reviewed your soliciting material filed on May 19, 2022
and have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Definitive Additional Material filed on May 19, 2022
General
1. The soliciting material
includes the statement that Hasbro s deceptive analysis also fails
to mention that the
only reason management earned a substantial performance equity
payout in FY21 was
because of drastic cuts to cumulative performance targets taken in
FY21. Specifically, in
FY21 Hasbro s Board lowered management s 3-year revenue
target by 8%,
cumulative EPS target by 18%, and ROIC margin by 80 basis points from
the prior year
(emphasis added). It is our understanding that Hasbro s Board took no
action in FY21 to cut
or lower these performance targets, which were set in the first
quarter of FY19 and
have remained unchanged since then. Please advise or revise. To the
extent you are not able
to provide support for such statement, and given the impact such
statement may have on
an investor s voting decision with respect to both Proposals 1 and
2, please file and
disseminate appropriate corrective disclosure acknowledging that
Connor Haley
Alta Fox Capital Management, LLC
May 27, 2022
Page 2
Hasbro s Board did not cut the FY19-FY21 performance targets at any
point after they
were set in FY19.
2. The soliciting material also includes the statements that Hasbro s
shareholders
underperformed the S&P 500 by >500% since refusing to be acquired by
Mattel in 1996
and Hasbro s shareholders underperformed the S&P 500 by nearly 300%
following
Hasbro s refusal of Provide Equity Partners (emphasis added). Please
supplementally
provide support for such statements, including the measurement dates used
to calculate
these figures, and to the extent you make such statements in future
soliciting materials,
please include the specific measurement dates used.
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
FirstName LastNameConnor Haley
Division of
Corporation Finance
Comapany NameAlta Fox Capital Management, LLC
Office of Mergers &
Acquisitions
May 27, 2022 Page 2
cc: Sebastian Alsheimer
FirstName LastName