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0001368458
0001368458
2024-02-12
2024-02-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report:
February 12, 2024
(Date of earliest event reported)
SALLY BEAUTY HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-33145 36-2257936
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3001 Colorado Boulevard 76210
,
Denton
,
Texas
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(940)
898-7500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Name of each exchange
Symbol(s) on which registered
Common Stock, $0.01 par value SBH New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s) 230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
((s) 240.12b-2
of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
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Item 7.01. Regulation FD Disclosure.
On February 12, 2024, Sally Holdings LLC ("Holdings") and Sally Capital Inc.
(together with Holdings, the "Issuers"), indirect wholly-owned subsidiaries of
Sally Beauty Holdings, Inc. (the "Company"), issued a notice of conditional
full redemption, to redeem on March 13, 2024 (the "Redemption Date"), subject
to the satisfaction or waiver of the condition precedent described below, all
of the Issuers' 5.625% Senior Notes due 2025 (the "2025 Notes") that remain
outstanding. The redemption is being made pursuant to the terms of the
Indenture dated May 18, 2012 (the "Indenture"), by and among the Issuers,
certain guarantors thereto, and Computershare Trust Company, N.A., as trustee
and successor to Wells Fargo Bank, National Association (the "Trustee"), as
amended and supplemented from time to time, and most recently by the Fourth
Supplemental Indenture dated September 29, 2023, at a redemption price equal
to 100.00% of the principal amount of the 2025 Notes, plus accrued and unpaid
interest, to, but not including, the Redemption Date, of approximately
$15.937500 per $1,000 of principal amount (collectively, the "Redemption
Payment").
This redemption and the payment of the Redemption Payment are subject to the
condition precedent (the "Condition") that the Issuers have successfully
consummated one or more debt financings, all upon terms and conditions
satisfactory to the Issuers in their sole and absolute discretion, in an
amount, after deducting underwriting discounts and commissions, of not less
than $585,000,000. In the Issuers' discretion, (i) the Redemption Date may be
delayed until such time as the Condition shall be satisfied or (ii) such
redemption may not occur and the notice of conditional full redemption may be
rescinded in the event the Condition shall not have been satisfied by the
Redemption Date, or by the Redemption Date as so delayed. The Issuers will
notify the holders of the 2025 Notes and the Trustee in writing if the
Condition is not satisfied or waived. Notwithstanding the foregoing, the
Issuers reserve the right to waive the Condition and complete redemption of
the 2025 Notes in their sole discretion.
This report does not constitute a notice of redemption under the Indenture,
nor an offer to tender for, or purchase, any 2025 Notes or any other security.
We cannot provide any assurances about the timing, terms or interest rate
associated with the proposed redemption and refinancing, or that the proposed
redemption and debt financings can be completed at all.
All of the information furnished in Item 7.01 of this report shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, and shall not be incorporated by reference in any
filing under the Securities Act of 1933, as amended, unless expressly
incorporated by reference therein.
Item 8.01. Other Events.
On February 12, 2024, the Issuers commenced a registered public offering (the
"Notes Offering") of $600,000,000 aggregate principal amount of the Issuers'
senior notes due 2032 (the "Senior Notes"). The Senior Notes will be
guaranteed by the Company, Sally Investment Holdings LLC and certain other
domestic subsidiaries of the Company.
The Notes Offering will be made pursuant to the Issuers' shelf registration
statement on Form
S-3
(Registration
No. 333-255937),
filed with the Securities and Exchange Commission on May 10, 2021.
The Issuers intend to use the net proceeds from the Notes Offering, together
with borrowings under their existing senior secured credit facility and cash
on hand, to redeem all of the 2025 Notes that remain outstanding, at a
redemption price equal to 100.00% of the outstanding principal amount of the
2025 Notes being redeemed plus accrued and unpaid interest to, but not
including, the Redemption Date. The Company expects the Notes Offering to
close on or about February 27, 2024, subject to customary closing conditions.
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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.
SALLY BEAUTY HOLDINGS, INC.
February 12, 2024 By: /s/ Denise Paulonis
Name: Denise Paulonis
Title: President and Chief Executive Officer
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