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United States securities and exchange commission logo
April 15, 2022
Connor Haley
Managing Partner
Alta Fox Capital Management, LLC
640 Taylor Street, Suite 2522
Forth Worth, TX 76102
Re: Hasbro, Inc.
Revised Preliminary
Proxy Statement filed on April 13, 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 filing 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.
Revised Preliminary Proxy Statement filed on April 13, 2022
Letter to Shareholders, page i
1. The letter to
shareholders notes that Hasbro's shares "are currently trading at a 52-week
low..." Please assure
this and similar statements are updated to reflect pricing current as
of the date of the
definitive proxy statement or otherwise consider qualifying such
statements by reference
to a specific date.
Background of the Solicitation, page 5
2. In the bulleted
paragraph describing the March 25, 2022 advisor discussion, disclosure
indicates that
Olshan reiterated that Alta Fox would not agree to a settlement that did
not include (i) at
least one of the Nominees being appointed to the Board, or (ii)
the formation of a
capital allocation committee of the Board (emphasis added). It is our
understanding that Alta
Fox Group was unwilling to agree to a settlement unless both
Connor Haley
FirstName LastNameConnor Haley
Alta Fox Capital Management, LLC
Comapany
April NameAlta Fox Capital Management, LLC
15, 2022
April 215, 2022 Page 2
Page
FirstName LastName
requests were satisfied. Please advise or revise.
We Are Concerned That The Current Board Lacks Relevant Experience..., page 12
3. Disclosure in this section states that "[e]ach of the current
independent directors were
nominated when Alan Hassenfeld was Chairman of the Company s
Executive Committee,
leading us to conclude that they lack the objectivity necessary to
properly evaluate the
Company's historical performance and strategy." It is our
understanding
that board members Elizabeth Hamren and Blake Jorgensen were not
nominated during
the relevant period. Please revise or advise.
Certain Additional Information Regarding the Company, page 26
4. Please advise us when the Alta Fox Group anticipates distributing the
proxy statement.
Given that reliance on Exchange Act Rule 14a-5(c) is impermissible at
any time before
the registrant distributes its proxy statement, the Alta Fox Group
will accept all legal risk
in connection with distributing the initial definitive proxy statement
without all required
disclosures and should undertake to subsequently provide any omitted
information in a
supplement in order to mitigate that risk.
General
5. Each statement or assertion of opinion or belief must be clearly
characterized as such, and
a reasonable factual basis must exist for such opinion or belief.
Support for any
such opinions or beliefs should be self-evident, disclosed in the
soliciting materials or
otherwise provided to the staff on a supplemental basis with a view
toward
disclosure. Some examples of opinions presented as fact that should be
recharacterized
and/or supported include the following:
"We believe that this group of leaders has not just failed
Hasbro s shareholders for
many years, but acted irrationally when recently given an
opportunity to surround
first-time Chief Executive Officer Chris Cocks with a credibly
refreshed, truly
independent Board at the outset of his tenure." (page 10)
"It seems that the current Board has attempted to use COVID-19
as a cover for recent
shortcomings and long-term lapses." (page 11)
"...consumers clearly have little appetite for [G.I. Joe
Intellectual Property]" (page 12)
"...Board compensation is well in excess of both peers and even
other companies that
are many multiples of Hasbro s size." (page 12)
"Several directors' history of underperformance and wrongdoing
at other companies,
which we have discovered during our diligence, provide us with
concerns regarding
their ability to create value at Hasbro." (page 12)
"We believe that the Company has a history of making decisions
that prioritized the
Hassenfeld family s objectives over the interests of
shareholders." (page 12)
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Connor Haley
Alta Fox Capital Management, LLC
April 15, 2022
Page 3
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
April 15, 2022 Page 3
cc: Sebastian Alsheimer
FirstName LastName