HASBRO, INC. — Capital/Financing Update 2007

Sep 12, 2007

FWP 1 b66645f2fwp.htm FWP - HASBRO, INC. fwp PAGEBREAK

Filed Pursuant to Rule 433 Registration No. 333-145947 September 12, 2007

Hasbro, Inc. $350,000,000 6.30% Notes due 2017

Pricing Term Sheet

6.30% Notes due 2017
Issuer:	Hasbro, Inc.
Security:	6.30% Notes due 2017
Size:	$350,000,000
Maturity Date:	September 15, 2017
Coupon:	6.30%
Interest Rate Adjustment:	If the rating on the notes from Moody’s Investors Service, Inc. (“Moody’s”),
Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc. (“S&P”), or
Fitch Ratings (“Fitch”) is a rating set forth in the immediately following
table, the per annum interest rate on the notes will increase from that set
forth on the cover page of this prospectus supplement by the percentage set
forth opposite that rating:

Rating — Levels	Rating Agency — Moody's	S&P	Fitch	Percentage
1	Ba1	BB+	BB+	0.25 %
2	Ba2	BB	BB	0.50 %
3	Ba3	BB-	BB-	0.75 %
4	B1 or below	B or below	B or below	1.00 %

If any of Moody’s, S&P or Fitch subsequently increases its rating with respect to the notes to any of the threshold ratings set forth above, the per annum interest rate on such notes will be decreased such that the per annum interest rate equals the interest rate set forth on the cover page of this prospectus supplement plus the percentages applicable to the lowest two ratings levels of Moody’s, S&P and Fitch in effect immediately following the increase. In determining the increase or decrease, if any, the percentage applicable to the lowest two ratings levels of Moody’s, S&P and Fitch shall be used. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s, S&P or

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| | Fitch, shall be made
independent of any and all other adjustments. In no event shall (1) the per
annum interest rate on a series of notes be reduced below the interest rate set
forth on the cover page of this prospectus supplement, and (2) the total
increase in the per annum interest rate on a series of notes exceed 2.00% above
the interest rate set forth on the cover page of this prospectus supplement. |
| --- | --- |
| | If any of two of Moody’s, S&P or Fitch ceases to provide a rating of the notes,
any subsequent increase or decrease in the interest rate of the notes
necessitated by a reduction or increase in the rating by the agency continuing
to provide the rating shall be twice the percentage set forth in the applicable
table above. |
| | No adjustments in the interest rate of the notes shall be made solely as a
result of Moody’s, S&P or Fitch ceasing to provide a rating. If all of Moody’s,
S&P and Fitch cease to provide a rating of the notes, the interest rate on the
notes will increase to, or remain at, as the case may be, 2.00% above the
interest rate payable on the notes on the date of their issuance. |
| | Any interest rate increase or decrease described above will take effect from the
first day of the interest period during which a rating change requires an
adjustment in the interest rate. |
| | The interest rates on a series of notes will permanently cease to be subject to
any adjustment described above (notwithstanding any subsequent decrease in the
ratings by either or both rating agencies) if the series of notes becomes rated
A3, A- or A- or higher by any two of Moody’s, S&P and Fitch, respectively (or
one of these ratings if only rated by one rating agency), with a stable or
positive outlook by both such rating agencies. |
| Interest Payment Dates: | March 15 and September 15, commencing March 15, 2008 |
| Price to Public: | 99.671% |
| Benchmark Treasury: | UST 4.75% due August 15, 2017 |
| Benchmark Treasury Yield: | 4.345% |
| Spread to Benchmark Treasury: | + 200 bps |
| Yield: | 6.345% |
| Make-Whole Call: | T + 30 bps |

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Expected Settlement Date:	September 17, 2007
CUSIP:	418056 AP 2
Anticipated Ratings:	Baa2 (Stable) by Moody’s Investors Service, Inc. BBB (Stable) by Standard & Poor’s Ratings Services BBB (Stable) by Fitch Ratings
Joint Book-Running Managers:	Banc of America Securities LLC Citigroup Global Markets Inc.
Co-Managers:	Greenwich Capital Markets Inc. Morgan Stanley & Co. Incorporated BNP PARIBAS Securities Corp. Commerzbank Capital Markets Corp. Barclays Capital Inc. Mellon Securities LLC Scotia Capital (USA) Inc.

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.

You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banc of America Securities LLC toll-free at (800) 294-1322 or Citigroup Global Markets Inc. toll free at 1-877-858-5407.

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