Bond Hasbro, Inc. 3.9% ( US418056AZ06 ) in USD

Hasbro, Inc.

98.516 % ▼

United States

US418056AZ06 ( in USD )

3.9% per year ( payment 2 times a year)

18/11/2029

Prospectus brochure of the bond Hasbro Inc US418056AZ06 en USD 3.9%, maturity 18/11/2029

100 000 USD

900 000 000 USD

418056AZ0

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

19/05/2026 ( In 99 days )

Hasbro Inc. is a global toy and entertainment company producing a diverse portfolio of brands including Transformers, My Little Pony, Nerf, Magic: The Gathering, and Monopoly, engaging in design, manufacturing, and marketing of toys, games, and entertainment properties.

The Bond issued by Hasbro, Inc. ( United States ) , in USD, with the ISIN code US418056AZ06, pays a coupon of 3.9% per year.
The coupons are paid 2 times per year and the Bond maturity is 18/11/2029

The Bond issued by Hasbro, Inc. ( United States ) , in USD, with the ISIN code US418056AZ06, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Hasbro, Inc. ( United States ) , in USD, with the ISIN code US418056AZ06, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Amount to be
Maximum Offering
Maximum Aggregate
Amount of
to be Registered

Registered

Price Per Unit

Offering Price

Registration Fee(1)
2.600% Notes due 2022

$300,000,000
99.989%

$299,967,000

$38,935.72
3.000% Notes due 2024

$500,000,000
99.811%

$499,055,000

$64,777.34
3.550% Notes due 2026

$675,000,000
99.705%

$673,008,750

$87,356.54
3.900% Notes due 2029

$900,000,000
99.680%

$897,120,000

$116,446.18
Total
$2,375,000,000
--

$2,369,150,750
$307,515.77

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-220331
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 5, 2017)
$2,375,000,000

Hasbro, Inc.
$300,000,000 2.600% Notes due 2022
$500,000,000 3.000% Notes due 2024
$675,000,000 3.550% Notes due 2026
$900,000,000 3.900% Notes due 2029

Hasbro, Inc. ("Hasbro," the "Company," "we" or "us") is offering $300,000,000 aggregate principal amount of our 2.600% notes due 2022 (the "2022 notes"), $500,000,000
aggregate principal amount of our 3.000% notes due 2024 (the "2024 notes"), $675,000,000 aggregate principal amount of our 3.550% notes due 2026 (the "2026 notes") and
$900,000,000 aggregate principal amount of our 3.900% notes due 2029 (the "2029 notes"). We refer to the 2022 notes, the 2024 notes, the 2026 notes and the 2029 notes together
as the "notes."
We will pay interest on the notes on May 19 and November 19 of each year, beginning May 19, 2020 . The 2022 notes will mature on November 19, 2022, the 2024 notes
will mature on November 19, 2024, the 2026 notes will mature on November 19, 2026 and the 2029 notes will mature on November 19, 2029. The interest rate payable on each
series of the notes will be subject to adjustment from time to time if either Moody's or S&P (or a substitute rating agency therefor) downgrades (or downgrades and subsequently
upgrades) the credit rating assigned to the notes as described in "Description of the Notes--Interest Rate Adjustment."
We intend to use the net proceeds of this offering to finance, in part, our proposed acquisition (the "Proposed Acquisition") of Entertainment One Ltd., a Canadian
corporation ("eOne"), and to pay related costs and expenses.
The closing of this offering is not conditioned upon the consummation of the Proposed Acquisition. If, however, (i) we do not consummate the Proposed Acquisition on or
prior to March 30, 2020, (ii) we notify the trustee in writing that the Arrangement Agreement (as defined herein) is terminated or (iii) we determine in our reasonable judgment that
the Proposed Acquisition will not be consummated (in which case we will notify the trustee in writing thereof), the notes will be redeemed in the manner set forth under
"Description of the Notes--Special Mandatory Redemption " at a price equal to 101% of the aggregate principal amount of the notes being redeemed, plus accrued and unpaid
interest on the principal amount of the notes to, but not including, the Special Mandatory Redemption Date (as defined in "Description of the Notes--Special Mandatory
Redemption").
We may also redeem, at our option, some or all of the notes of each series at any time at the applicable redemption price for such series of notes described in this prospectus
supplement.
The notes will be our senior unsecured obligations and will rank equally with our other senior unsecured indebtedness from time to time outstanding. The notes will be
structurally subordinated to all obligations of our subsidiaries. The notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.
For a more detailed description of the notes, see "Description of the Notes," beginning on page S-48 of this prospectus supplement.
Investing in our notes involves risks. See "Risk Factors" beginning on page S-21 of this prospectus supplement and in the documents we
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incorporate by reference in this prospectus supplement and the accompanying prospectus.

Per
Per
Per
Per

2022 Note

Total
2024 Note

Total
2026 Note

Total
2029 Note

Total

Public offering price(1)
99.989% $299,967,000 99.811% $499,055,000 99.705% $673,008,750 99.680% $897,120,000
Underwriting discount
0.375% $1,125,000 0.600% $3,000,000 0.625% $4,218,750 0.650% $5,850,000
Proceeds, before expenses, to Hasbro
99.614% $298,842,000 99.211% $496,055,000 99.080% $668,790,000 99.030% $891,270,000

(1)
Plus accrued interest from November 19, 2019, if settlement occurs after that date.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear
Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about November 19, 2019.

Joint Book-Running Managers

BofA Securities

J.P. Morgan

Citigroup
MUFG
Scotiabank

SunTrust Robinson Humphrey

Citizens Capital Markets
Co-Managers

ANZ Securities

BBVA

Huntington Capital Markets

SMBC Nikko
The date of this prospectus supplement is November 13, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS
S-iii
INDUSTRY AND MARKET DATA
S-viii
SUMMARY

S-1
THE OFFERING

S-7
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA OF HASBRO
S-11
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA OF EONE
S-16
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
S-17
RISK FACTORS
S-21
USE OF PROCEEDS
S-46
CAPITALIZATION
S-47
DESCRIPTION OF THE NOTES
S-48
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-65
UNDERWRITING
S-69
LEGAL MATTERS
S-76
EXPERTS
S-77
WHERE YOU CAN FIND MORE INFORMATION
S-78
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-79
Prospectus

ABOUT THIS PROSPECTUS
1
WHERE YOU CAN FIND MORE INFORMATION
2
INCORPORATION BY REFERENCE
2
FORWARD-LOOKING STATEMENTS
3
HASBRO, INC.
4
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
7
USE OF PROCEEDS
8
DESCRIPTION OF DEBT SECURITIES
9
PLAN OF DISTRIBUTION
20
LEGAL MATTERS
22
EXPERTS
22
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We have not, and the underwriters have not, authorized any dealer, salesperson or other person to give any information or to make any
representation other than those contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus or any
applicable free writing prospectus. We do not take responsibility for any information or representation not contained in or incorporated by
reference into this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus. This prospectus supplement,
the accompanying prospectus and any applicable free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any
securities other than the registered securities to which they relate. Nor do this prospectus supplement, the accompanying prospectus and any
applicable free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this
prospectus supplement, the accompanying prospectus, the documents incorporated herein and therein by reference, or any applicable free writing
prospectus is correct on any date after their respective dates, even though this prospectus supplement, the accompanying prospectus or an
applicable free writing prospectus is delivered or securities are sold at a later date. Our business, financial condition and results of operations (or
those of eOne) may have changed since those dates.

S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
In this prospectus supplement, (1) references to "Hasbro," the "Company," "we" or "us" and similar references refer to Hasbro, Inc. and its
subsidiaries prior to the Proposed Acquisition or Hasbro, Inc. and its subsidiaries after completion of the Proposed Acquisition, in each case as the context
requires, (2) references to the "combined company" refer to Hasbro and its subsidiaries after completion of the Proposed Acquisition and (3) references to
"this offering" refer to this offering of notes pursuant to this prospectus supplement and the accompanying prospectus. Capitalized names of brands and
products are service marks, trademarks or trade names of Hasbro or other persons.
This document consists of two parts. The first part is the prospectus supplement, which describes the specific details regarding this offering and the
notes offered hereby. The second part is the prospectus, which describes more general information, some of which may not apply to this offering. You
should read this prospectus supplement and the accompanying prospectus, together with additional information incorporated by reference herein as
described under "Where You Can Find More Information" and "Incorporation of Certain Information By Reference" in this prospectus supplement.
Generally, the term "prospectus" refers to the prospectus supplement and the accompanying prospectus together.
To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in
the accompanying prospectus, on the other hand, the information contained in this prospectus supplement shall control. If any statement in this prospectus
supplement conflicts with any statement in a document that has been incorporated herein by reference, then you should consider only the statement in the
more recent document. You should not assume that the information contained in or incorporated by reference into this prospectus supplement and the
accompanying prospectus is accurate as of any date other than their respective dates.
References in this prospectus supplement to "U.S. dollars," "dollar" or "$" are to the currency of the United States of America, and references in this
prospectus supplement to "pounds sterling," "pounds" or "£" are to the currency of the United Kingdom.
We disclaim any responsibility to advise prospective purchasers regarding any legal, tax or business considerations that may affect the purchase or
holding of, or the receipt of payments on, the notes offered hereby. You should consult your own legal, tax and business advisors regarding an investment
in the notes.
The representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by
reference in this prospectus supplement were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of
allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Accordingly, such
representations, warranties and covenants should not be relied upon by you for any purpose.

S-ii
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DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated herein by reference include "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act of 1934, as
amended (the "Exchange Act" and, collectively, the "Private Securities Litigation Reform Act of 1995"). These "forward-looking statements" may relate to
such matters as our business and marketing strategies, anticipated financial performance or business prospects in future periods, expected technological
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and product developments, the expected content of and timing for scheduled new product introductions or our expectations concerning the future
acceptance of products by customers, the content and timing of planned entertainment releases including motion pictures, television and digital content, the
consummation of the Proposed Acquisition and the anticipated benefits to be realized therefrom, marketing and promotional efforts, research and
development activities, liquidity, and similar matters. Forward-looking statements are inherently subject to risks and uncertainties. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. These statements may be identified by the use of forward-looking
words or phrases such as "anticipate," "believe," "could," "expect," "intend," "looking forward," "may," "planned," "potential," "should," "will" or
"would" or any variations of words with similar meanings.
We note that a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations
expressed or anticipated herein and in our other reports, SEC filings, statements and presentations. These risks and uncertainties include, among others:

·
our ability to achieve anticipated benefits of acquisitions (including the Proposed Acquisition) or investments;

·
our ability to successfully integrate eOne's business and operations with our business and operations and to effectively manage our expanded

operations following the closing of the Proposed Acquisition;

·
the diversion of our management's time and resources and any business uncertainties caused by the announcement, pendency and execution

of the Proposed Acquisition;

·
the possibility that consummation of the Proposed Acquisition exposes us to unknown liabilities;

·
circumstances that cause the conditions to the completion of the Proposed Acquisition not be satisfied or waived on a timely basis, or at all;

·
any restrictions or limitations that may stem from financing arrangements we have or will enter into in the future;

·
our ability to successfully develop and grow our franchise and key partner brands, which constitute a substantial majority of our total

revenues;

·
our ability to successfully re-imagine, re-invent and re-ignite our existing brands, products and product lines, including through the use of

immersive entertainment experiences and progressive technology integrating digital and analog play, to keep them fresh and relevant and to
maintain and further their success;

·
our ability to successfully design, develop, produce, introduce, market and sell innovative new brands, products, product lines and

entertainment offerings in a timely and cost-effective manner, which achieve and sustain interest from retailers and consumers and keep pace
with changes in consumer preferences and technology and the increasing sophistication of today's children;

·
our ability to offer products that (i) expand consumer demand for our product offerings and do not significantly compete with our other

existing product offerings and (ii) consumers want to purchase and select over competitors' products;

·
concentration of manufacturing of the majority of our products by third party vendors in the People's Republic of China and the associated

impact to the Company of social, economic or public health

S-iii
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conditions and other factors affecting China, the movement of people and products into and out of China, the cost of producing products in
China and the cost of exporting them to our other markets or affecting the exchange rates for the Chinese Renminbi, including, without

limitation, the application of tariffs or other trade restrictions to some or all of the goods manufactured for us in China and exported to other
markets, which could significantly increase the price of our products and substantially harm sales if applied to any significant amount of our
products;

·
our ability to successfully diversify sourcing of our products to reduce reliance on sources of supply in China, including challenges associated
with identifying and onboarding new vendors who may not be as experienced as our historical vendors in producing the types of products

manufactured for us and in meeting the quality and compliance needs of our products, potentially exposing us to delayed supply, increased
costs or product non-compliance, as well as risks associated with sourcing products from countries where the infrastructure is not as
developed as it is in eastern China;

·
the application of tariffs and other trade restrictions impacting the cost of producing our products and importing them into markets around the
world for sale, which could significantly increase the price of our products and substantially harm sales, including, without limitation, through

the elimination of direct import orders where our customers take ownership of products at ports near the source of supply, and the shift to
domestic orders, which require us to ship the products to the market, import them and warehouse them, thus raising costs to us, delaying the
time of sale, and resulting in the potential loss of some orders entirely due to lack of timely supply or other matters;

·
our ability to successfully implement actions to lessen the impact of tariffs imposed on our products, including any changes to our supply

chain, logistics capabilities, sales policies or pricing of our products;

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·
the success of our key partner brands, and our ability to maintain, renew and extend solid relationships with our key partners;

·
successful brand and/or product introductions from competitors that capture market share and sales from us;

·
our ability to source and ship products in a timely and cost-effective manner and customers' and consumers' acceptance and purchase of

those products in quantities and at prices that will be sufficient to profitably recover our costs for developing, marketing and selling those
products;

·
our ability to successfully evolve and transform our business to address a changing global consumer landscape and retail environment, one in
which online shopping and digital first marketing are becoming more and more critical and traditional retailers face challenges from

disintermediation, and difficulties or delays we may experience in successfully implementing and developing new capabilities and making the
changes to our business that are required to be successful under these changing marketplace conditions;

·
recessions, other economic downturns, challenging economic conditions, unfavorable changes in exchange rates or economic uncertainty
affecting one or more of our significant markets, including, without limitation, the U.K., Brazil and Russia, which can negatively impact the

financial health of our customers and consumers, and which can result in lower employment levels, consumer disposable income and
consumer spending, including lower retailer inventories and spending on purchases of our products;

·
currency fluctuations, including movements in foreign exchange rates, which can lower our net revenues and earnings, and significantly

impact our costs;

·
other economic and public health conditions or regulatory changes in the markets in which we and our customers and suppliers operate,

which could create delays or increase our costs, such as higher commodity prices, labor costs or higher transportation costs, or outbreaks of
diseases;

S-iv
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·
other risks associated with international operations, including expansion into emerging markets which have unique consumer preferences and

business climates;

·
delays, increased costs, lack of consumer acceptance or other difficulties associated with the development and offering of our or our partners'

entertainment, digital or media initiatives;

·
the risk that the market appeal of our licensed products will be less than expected or that sales revenue generated by these products will be

insufficient to cover the minimum guaranteed royalties or other commitments;

·
the concentration of our customers, potentially increasing the negative impact to us of difficulties, including bankruptcies, experienced by any

of our customers or changes in their purchasing or selling patterns;

·
an adverse change in purchasing policies or promotional programs, or the bankruptcy or other economic difficulties or lack of success, of one

or more of our significant retailers comprising our relatively concentrated retail customer base, which could negatively impact our revenues
or bad debt exposure;

·
the impact of the bankruptcy of Toys"R"Us in the U.S., Canada and the U.K., and the subsequent liquidation of the Toys"R"Us business in
the U.S. and the U.K., as well as the economic difficulty of Toys"R"Us in other markets, or the bankruptcy or lack of success of another retail

customer of ours, such as Sears Holdings Corporation, any of which could negatively impact our revenues, result in lost sales to customers,
create bad debt expense and create other challenges for us and our financial performance as we attempt to recapture this lost business through
other customers or channels, and any inability or delay we suffer in recapturing all of the lost business;

·
uncertainty as to the future of the Toys"R"Us business elsewhere in the world, and associated reductions in sales to Toys"R"Us;

·
our ability to generate sales during the second half of the year, particularly during the relatively brief holiday shopping season, which is the

period in which we derive a substantial portion of our revenues and earnings;

·
the inventory policies of our retail and e-commerce customers, including potential decisions to lower their inventories, even if it results in lost
sales, as well as the concentration of our revenues in the second half of the year, which coupled with reliance by retailers on quick response

inventory management techniques, increases the risk of underproduction of popular items, overproduction of less popular items and failure to
achieve compressed shipping schedules;

·
the impact of retail inventory overhang in one or more of our key markets, which can reduce purchases of our products from our customers

and lower our revenues and profitability;

·
our ability to evolve our business quickly and efficiently to respond to the challenges of today's converged retail environment;

·
work stoppages or disruptions which may impact our ability to manufacture or deliver products in a timely and cost-effective manner;

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·
our ability to successfully develop, produce and distribute movies under our relationship with Paramount Pictures Corporation, and consumer

interest in those movies and related merchandise;

·
consumer interest in and acceptance of programming and entertainment created by Hasbro Studios and/or Allspark Pictures, as well as

products related to such programming and entertainment, and other factors impacting the financial performance of Hasbro Studios, Allspark
Pictures and the Discovery Family Channel;

·
the ability to develop and distribute compelling entertainment, including television, movies and digital content, based on our brands, in a

timely and financially profitable manner, and the success of that entertainment in driving consumer interest in and engagement with our
brands;

S-v
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·
our ability to hire and retain key officers and employees who are critical to our success;

·
our ability to successfully protect our intellectual property rights;

·
the costs of complying with product safety and consumer protection requirements worldwide, including the risk that greater regulation in the

future may increase such costs, may require changes in our products and/or may impact our ability to sell some products in particular
markets in the absence of making changes to such products;

·
the risk that one of our third-party manufacturers will not comply with applicable labor, consumer protection, product safety or other laws or

regulations, or with aspects of our Global Business Ethics Principles, and that such noncompliance will not be promptly detected, either of
which could cause damage to our reputation, harm sales of our products, result in product recalls and potentially create other liabilities for us;

·
the risk we will lose rights to a significant licensed property or properties, which will harm our revenues and earnings;

·
the risk that we may face product recalls or product liability suits relating to products we manufacture or distribute which may have

significant direct costs to us and which may also harm our reputation and our products, potentially harming future product sales;

·
the impact of competition on revenues, margins and other aspects of our business, including our ability to offer products which consumers

choose to buy instead of competitor's products, the ability to secure, maintain and renew popular licenses, and the ability to attract and retain
employees;

·
the risk that any litigation or arbitration disputes or government and regulatory investigations could entail significant resources and expense

and result in significant fines or other harm to our business or reputation;

·
our ability to maintain or obtain external financing on terms acceptable to us in order to meet working capital needs;

·
the risk that one or more of the counterparties to our financing arrangements may experience financial difficulties or otherwise be unable or

unwilling to allow us to access financing under such arrangements;

·
unforeseen circumstances, such as severe softness in or collapse of the retail and/or banking environment that may result in a significant
decline in our revenues and operating results, thereby causing us to be in non-compliance with our debt covenants and being unable to utilize

borrowings under our revolving credit facility, a circumstance likely to occur when operating shortfalls would result in us being in the
greatest need of such supplementary borrowings;

·
market conditions, third party actions or approvals, the impact of competition and other factors that could delay or increase the cost of

implementation of our programs, or alter our actions and reduce actual results;

·
the risk that we may be subject to claims, penalties, fines, sanctions or additional taxes for failure to comply with applicable laws or

regulations in any of the markets in which we operate, or that governmental regulations or requirements will require changes in the manner in
which we do business and/or increase the costs of doing business;

·
failure to operate our information systems and implement new technology effectively, as well as maintain the systems and processes designed

to protect our electronic data and the data of our customers, consumers and employees, including the damage that could result from a breach
of any of that data;

·
changes in, or different interpretations of, income tax laws and rules, and changes in our geographic operating results, which may impact our

effective tax rate;

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·
the risk that our reported goodwill may become impaired, requiring us to take a charge against our income; or

·
changes in regulations, increased costs and/or economic uncertainty associated with the U.K. vote to leave the European Union ("EU"),

commonly referred to as Brexit, which may make it more difficult and/or costly for us to supply products to the UK or other parts of the EU,
harm our sales and lower the profitability of our business in the U.K. and the EU.
These factors and the other risk factors described in this prospectus supplement and the accompanying prospectus, including the documents
incorporated by reference, are not necessarily all of the important factors that could cause our actual results, performance or achievements to differ
materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors also could harm our
results. Consequently, we cannot assure you that the actual results or developments anticipated by us will be realized or, even if substantially realized, that
they will have the expected consequences to or effects on us. You should carefully read the section entitled "Risk Factors" in this prospectus supplement as
well as such section included in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which is incorporated into this
prospectus supplement by reference and may be updated and modified periodically in our reports filed with the SEC. See "Where You Can Find More
Information" and "Incorporation of Certain Information By Reference" for more information on these reports. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

S-vii
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INDUSTRY AND MARKET DATA
We obtained the market and competitive position data used throughout this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference herein and therein from our own research, surveys or studies conducted by third parties and industry or general publications.
Industry publications and surveys generally state that they have obtained information from sources they believe to be reliable, but do not guarantee the
accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, neither we nor the underwriters
have independently verified such data and neither we nor the underwriters make any representation as to the accuracy of such information. Similarly, we
believe our internal research is reliable, but it has not been verified by any independent sources.

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SUMMARY
This summary highlights certain information about this offering, our business, the Proposed Acquisition and the other transactions related
thereto. This is a summary of information contained elsewhere in this prospectus supplement, the accompanying prospectus or documents
incorporated by reference herein and does not contain all of the information that you should consider before investing in the notes. For a more
complete understanding of the Company and this offering, you should read this entire prospectus supplement, including the section entitled "Risk
Factors," the accompanying prospectus and all documents incorporated by reference herein.
Hasbro, Inc.
We are a global play and entertainment company committed to Creating the World's Best Play and Entertainment Experiences. We strive to do
this through deep consumer engagement and the application of consumer insights, the use of immersive storytelling to build brands, product
innovation and the development of global business reach. We apply these principles to leverage our owned and controlled brands, including Franchise
Brands BABY ALIVE, MAGIC: THE GATHERING, MONOPOLY, MY LITTLE PONY, NERF, PLAY-DOH and TRANSFORMERS, as well as
the brands of our partners included in our Partner Brands portfolio. From toys and games to television, movies, digital gaming and other forms of
digital entertainment and a comprehensive consumer products licensing program, Hasbro fulfills the fundamental need for play and connection for
children and families around the world. Our entertainment labels, Allspark Pictures and Allspark Animation, create entertainment-driven brand
storytelling across mediums, including television, film and more.
Each of these principles are executed globally in alignment with our strategic plan, the brand blueprint. At the center of this blueprint, we
re-imagine, re-invent and re-ignite our owned and controlled brands and imagine, invent and ignite new brands. As the global consumer landscape,
shopping behaviors and the retail environment continue to evolve, we continue to transform and reimagine our business strategy. This transformation
includes changing many of the ways we organize across our brand blueprint, re-shaping us to become a better equipped and adaptive, digitally driven
organization, including investing in the development of an omni-channel retail presence.
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Hasbro generates revenue and earns cash by developing, marketing and selling products based on global brands in a broad variety of consumer
goods categories and distribution of television programming and other content based on the Company's properties, as well as through the out-licensing
of rights for third parties to use its properties in connection with products, including digital media and games and other consumer products. Hasbro
also leverages its competencies to develop and market products based on well-known licensed brands including, but not limited to, BEYBLADE,
DISNEY PRINCESS and DISNEY FROZEN, DISNEY'S DESCENDANTS, MARVEL, SESAME STREET, STAR WARS, and DREAMWORKS'
TROLLS. MARVEL, STAR WARS, DISNEY PRINCESS, DISNEY FROZEN and DISNEY'S DESCENDANTS are owned by The Walt Disney
Company.
Hasbro's business is separated into three principal business segments: (1) U.S. and Canada, (2) International, and (3) Entertainment, Licensing
and Digital. Hasbro's executive offices are located at 1027 Newport Avenue, Pawtucket, Rhode Island 02861, and our telephone number is
(401) 431-8697.
Proposed Acquisition of eOne and Strategic Rationale
On August 22, 2019, we entered into an Arrangement Agreement (as defined and further described below), pursuant to which we agreed to
acquire eOne, a global independent studio that specializes in the development, acquisition, production, financing, distribution and sales of
entertainment content, subject to the terms and conditions set forth in the Arrangement Agreement. We believe the Proposed Acquisition will
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brand blueprint strategy by adding eOne's family brands, exceptional, proven TV and film expertise, and veteran executive leadership to the combined
company.
Enhances our brand portfolio with two beloved global preschool brands, new brands in development and enhanced brand development
capabilities

·
We expect the addition of two beloved global preschool brands--Peppa Pig and PJ Masks--and an attractive set of new brands under

development to enhance Hasbro's robust brand portfolio.

·
The acquisition of highly profitable and merchandisable preschool brands is a strategic growth opportunity for Hasbro in the Infant and

Preschool category, the largest super-category in the toy and game industry in the Group of Eleven markets, according to the NPD
Group, and one in which Hasbro is currently underrepresented.

·
Peppa Pig has thrived for over a decade and extended itself to new profit streams and markets that continue its success.

·
PJ Masks' growth outlook is supported by new formats and rollouts in new regions, including China.

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A slate of additional brands are under development.

·
We believe eOne's property development expertise can be applied to, and further the success of, our brands.
Adding exceptional, proven TV and film expertise

·
We anticipate growth by leveraging eOne's television and film development, production and distribution expertise to dramatically

enhance our storytelling capabilities and the franchise economics for us from our entertainment initiatives.

·
By playing a larger internal role in developing, owning and strategically distributing content, we expect to capture greater franchise

economics for the combined company than has been the case for Hasbro as a standalone company.

·
eOne brings profitable, growing capabilities in scripted and unscripted TV development and production for global audiences.

·
eOne's live action and animation capabilities present multiple avenues to bring Hasbro's franchises to life as over-the-top media

platforms and networks are increasingly interested in new, unexploited intellectual property while studios reclaim content for their
proprietary platforms.

·
In film, eOne has been transforming its business to focus on high-quality premium talent-driven content in which it has a greater

creative and financial stake, including titles directed to children and families like Clifford the Big Red Dog and Monster Problems.
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Leveraging talented executive team across all areas of entertainment and strong Canadian presence

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Key eOne executives have agreed to remain with the combined company.

·
eOne's seasoned entertainment executives with deep talent relationships and creative drive are expected to further strengthen Hasbro's

talented team.

·
eOne has an expanded global organization, with presence in London, Los Angeles, Toronto, New York, Hong Kong, Melbourne and

Shanghai.

·
eOne's Canadian presence is an important base for creative talent and best-in-class studio capabilities, significantly expanding Hasbro's

Canadian presence and access to talent and positioning the combined

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company and Entertainment One Canada Ltd. for ongoing success in Canada, including in relation to its robust pipeline of television and

film projects.
Financial benefits

·
We expect the Proposed Acquisition to create meaningful financial benefits, including global annual run rate revenue and cost synergies
of approximately $130 million by 2022, driven by integration benefits, substantial revenue gains and cost savings from moving a

significant portion of eOne's toy business in-house (in-sourcing) and enhancing the profitability of eOne's licensing and merchandising
activities by utilizing our capabilities in those areas and by bringing eOne's creative, film and television capabilities to bear on an
expanded portfolio of intellectual property.

·
The addition of eOne to Hasbro is expected to be accretive to adjusted earnings per share in the first year following the transaction,

adjusted to exclude one-time transaction costs and purchased intangible amortization.

·
We believe there is meaningful potential for additional revenue growth and expanded franchise economics with enhanced brand-drive

animation and live action TV and film entertainment.
Our ability to achieve the strategic and financial benefits of the Proposed Acquisition are subject to various risks and uncertainties. See "Risk
Factors--Risks Related to Our Business Following the Consummation of the Proposed Acquisition."
About eOne
eOne's diversified expertise spans film, television and music production and sales, family programming, merchandising and licensing, and
digital content. eOne's network includes international feature film distribution company Sierra/Affinity; Amblin Partners with DreamWorks Studios,
Participant Media, and Reliance Entertainment; Makeready with Brad Weston; unscripted television production companies Whizz Kid Entertainment,
Renegade 83, Daisybeck and Blackfin; live entertainment leaders Round Room Entertainment; music labels Dualtone Music Group, Last Gang and
music platform Audio Network; and content and technology studio Secret Location. eOne's extensive rights library is exploited across all media
formats and includes about 80,000 hours of film and television content and approximately 40,000 music tracks. eOne is currently operated through,
and reports results across, two divisions: (1) Family & Brands and (2) Film, Television & Music. For more information concerning eOne, see
"Operating and Financial Review for eOne" included in our Current Report on Form 8-K filed on November 4, 2019.
Arrangement Agreement
Under the Arrangement Agreement (the "Arrangement Agreement") among Hasbro, 11573390 Canada Inc., a Canadian corporation and a
wholly owned subsidiary of Hasbro ("Acquireco"), and eOne, subject to the terms and conditions set forth in the Arrangement Agreement, Hasbro
will acquire all of the issued and outstanding common shares of eOne by means of a statutory arrangement under the Canada Business Corporations
Act.
Subject to the terms and conditions set forth in the Arrangement Agreement, upon the effectiveness of the Proposed Acquisition, each
outstanding common share of eOne (subject to limited exceptions) will transfer to Acquireco in exchange for £5.60 per share in cash (the
"Consideration").
The completion of the Proposed Acquisition is subject to satisfaction or waiver of customary closing conditions, including (1) the receipt of the
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required approval from eOne shareholders (which was obtained on October 17, 2019), (2) the approval of the Proposed Acquisition by the Ontario
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was obtained on October 21, 2019), (3) the receipt of required regulatory approvals, including pursuant to the Investment Canada Act and certain other
governmental consents, and (4) the absence of any legal impediments to consummation of the Proposed Acquisition. The Arrangement Agreement
contains termination rights for each of Hasbro and eOne under certain circumstances, including if the consummation of the Proposed Acquisition does
not occur on or before December 31, 2019, subject to extension to March 30, 2020 if one or more regulatory approvals remains outstanding. We
currently expect the Proposed Acquisition to close late in the fourth quarter of 2019 or early in the first quarter of 2020.
The Arrangement Agreement is described in more detail in our Current Report on Form 8-K filed with the SEC on August 22, 2019, which is
incorporated by reference into this prospectus supplement.
Financing Transactions
Hasbro Term Loan Facility
On September 20, 2019, we entered into a $1.0 billion Term Loan Agreement (the "Term Loan Agreement") with Bank of America, N.A., as
administrative agent, and certain financial institutions, as lenders, pursuant to which such lenders committed to provide, contingent upon the
completion of the Proposed Acquisition and certain other customary conditions to funding, (1) a three-year senior unsecured term loan facility in an
aggregate principal amount of $400.0 million and (2) a five-year senior unsecured term loan facility in an aggregate principal amount of
$600.0 million ((1) and (2) collectively, the "Hasbro Term Loan Facility"). The Term Loan Agreement contains affirmative and negative covenants
typical for this type of facility, and our obligations thereunder may be accelerated upon customary events of default. The Term Loan Agreement is
described in more detail in our Current Report on Form 8-K filed with the SEC on September 24, 2019, which is incorporated by reference into this
prospectus supplement.
Equity Offering
On November 8, 2019, we completed an offering (the "Common Stock Offering") of 10,592,106 shares of our common stock (par value $0.50
per share) at a public offering price of $95.00 per share, which includes 1,381,579 shares sold pursuant to the exercise in full by the underwriters of
their over-allotment option on November 7, 2019 (the "Over-Allotment Exercise"). We raised approximately $976.06 million in aggregate net
proceeds from the Common Stock Offering, after deducting the underwriting discounts and commissions but not estimated offering expenses.
Other Unsecured Debt
We intend to incur approximately $2.375 billion of additional unsecured debt in order to finance the Proposed Acquisition in part. Such
unsecured debt may consist of the notes offered hereby and/or borrowings under our commercial paper program and/or our revolving credit facility
("Other Unsecured Debt"). Our total debt to Adjusted EBITDA leverage ratio at September 29, 2019 was 1.9 to 1.0 and, after giving effect to the
incurrence of term loans under the Term Loan Agreement, the incurrence of Other Unsecured Debt and the completion of the Proposed Acquisition
and the other transactions related thereto, our pro forma total debt to pro forma Adjusted EBITDA leverage ratio (calculated using pro forma
Adjusted EBITDA for the year ended December 30, 2018) would have been 4.0 to 1.0.
Hedging Arrangements
As the Consideration for the Proposed Acquisition is denominated in pounds sterling, we have entered into certain currency forward contracts
and purchased options (collectively, the "Hedging Arrangements") in order to

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