Washington, D.C. 20549
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:
Securities registered pursuant to Section 12(b) of the Act.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities
Exchange Act of 1934.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period provided pursuant to
Section 13(a) of the Exchange Act. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On February 20, 2026 (the “Effective Date”), Hasbro, Inc. (the “Company” or the “Borrower”) entered into a Fourth Amended and Restated Revolving
Credit Agreement (the “Amended Agreement”) with Bank of America, N.A., as administrative agent, swing line lender, L/C issuer and lender, and certain other financial institutions, as L/C issuers and/or lenders. The Amended Agreement amends and
restates the Borrower’s Third Amended and Restated Revolving Credit Agreement dated as of September 5, 2023.
The Amended Agreement provides the Borrower with a senior unsecured revolving credit facility (the “Revolving Facility”) with commitments in an
aggregate principal amount of $1.1 billion. The Amended Agreement also provides for a potential additional incremental commitment increase of up to $550.0 million. Additionally, the Amended Agreement extends the term of the Revolving Facility
from September 5, 2028 to February 20, 2031. The Amended Agreement contains sub-facilities that permit the Borrower to use up to $75.0 million of the Revolving Facility for the issuance of letters of credit and up to $50.0 million for swing
line loans.
Loans under the Revolving Facility will bear interest, at the Company’s option, at either the Term Benchmark Rate (determined in accordance with the
Amended Agreement), the Base Rate (determined in accordance with the Amended Agreement) or the Daily Benchmark Rate (determined in accordance with the Amended Agreement), in each case plus a per annum applicable rate that fluctuates between
75.0 basis points and 150.0 basis points, in the case of loans priced at the Term Benchmark Rate or Daily Benchmark Rate, and between 0.0 basis points and 50.0 basis points, in the case of loans priced at the Base Rate, in each case based upon
the more favorable of the Company’s Debt Rating and the Company’s Consolidated Net Total Leverage Ratio. The Company is also required to pay a commitment fee in respect of unused commitments under the Revolving Facility at a rate based on the
more favorable of the Company’s Debt Ratings and the Company’s Consolidated Net Total Leverage Ratio.
The Amended Agreement contains affirmative and negative covenants typical of this type of facility, including: (a) restrictions on the Company’s and
its domestic subsidiaries’ ability to allow liens on their assets, (b) restrictions on the incurrence of indebtedness, (c) restrictions on the Borrower’s and certain of its subsidiaries’ ability to engage in certain mergers, (d) the requirement
that the Company maintain a Consolidated Interest Coverage Ratio of no less than 3.00:1.00 as of the end of any fiscal quarter and (e) the requirement that the Company maintain a Consolidated Net Total Leverage Ratio of no more than (1)
3.75:1.00 for each of the first, second and fourth fiscal quarters of each year and (2) 4.00:1.00 for the third fiscal quarter of each year.
The obligations of the Borrower under the Amended Agreement may be accelerated upon customary events of default, including nonpayment of principal or
interest, breaches of covenants, cross-defaults to other material debt and specified bankruptcy events.
A copy of the Amended Agreement is attached as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of the Amended
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Exhibit Description
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10.1
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Fourth Amended and Restated Revolving
Credit Agreement, dated as of February 20, 2026, by and among Hasbro, Inc., Bank of America, N.A. and the other lenders party thereto
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10.2
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Inline XBRL for the cover page of this Current Report on Form 8-K
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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.
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By:
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/s/ Gina Goetter
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Name:
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Gina Goetter
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Title:
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Chief Financial Officer and Chief Operating Officer
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