Sally Beauty Holdings, Inc. (NYSE: SBH) announced today that its
indirect wholly-owned subsidiaries Sally Holdings LLC and Sally
Capital Inc. (collectively, “Sally Beauty”) have commenced cash
tender offers (the “Tender Offers”) to purchase up to $100,000,000
in aggregate purchase price (as it may be increased by Sally
Beauty, the “Tender Cap”) of their outstanding 5.625 percent Senior
Notes due 2025 and 5.500 percent Senior Notes due 2023
(collectively, the “Notes”).
The terms and conditions of the Tender Offers are described in
an Offer to Purchase, dated February 19, 2019 (the “Offer to
Purchase”). Sally Beauty intends to fund the Tender Offers with
cash on hand and borrowings under its asset-based revolving credit
facility.
The following table sets forth certain terms of the Tender
Offers:
Dollars per $1,000
Principal Amount of Notes Title of Notes
CUSIP Numbers / ISIN
Aggregate Principal Amount Outstanding(1)
Series Cap Acceptance
Priority
Level
Tender Offer Consideration(2)
Early Tender Payment
Total
Consideration(2)(3)
5.625% Senior Notes due 2025 79546VAL0/ US79546VAL09
$750,000,000 N/A
1 $950.00 $30.00
$980.00
5.500% Senior Notes due 2023
79546VAK2/ US79546VAK26
$200,000,000
$25,000,000
2
$970.00
$30.00
$1,000.00
________________________________
(1) Aggregate principal amount outstanding as
of February 18, 2019. (2) Per $1,000 principal amount of Notes
accepted for purchase and excluding Accrued Interest, which will be
paid in addition to the Total Consideration or the Tender Offer
Consideration, as applicable. (3) Includes the Early Tender
Payment.
The Tender Offers will expire at midnight, New York City time,
at the end of March 18, 2019, unless extended or earlier terminated
by Sally Beauty (the “Expiration Date”). No tenders submitted after
the Expiration Date will be valid.
Holders of Notes that are validly tendered (and not validly
withdrawn) at or prior to 5:00 p.m., New York City time, on March
4, 2019 (such date and time, as it may be extended, the “Early
Tender Date”) and accepted for purchase pursuant to the Tender
Offers will receive the applicable Total Consideration for such
series, which includes the early tender payment for such series of
Notes set forth in the table above (with respect to each series of
Notes, the “Early Tender Payment”). Holders of Notes tendering
their Notes after the Early Tender Date will only be eligible to
receive the applicable tender offer consideration for such series
of Notes set forth in the table above (with respect to each series
of Notes, the “Tender Offer Consideration”), which is the
applicable Total Consideration less the Early Tender Payment.
All Notes validly tendered and accepted for purchase pursuant to
the Tender Offers will receive the applicable consideration set
forth in the table above, plus accrued and unpaid interest on such
Notes from the applicable last interest payment date with respect
to those Notes to, but not including, the applicable Settlement
Date (as defined below) (“Accrued Interest”).
Tendered Notes may be withdrawn at or prior to 5:00 p.m., New
York City time, on March 4, 2019, unless extended by Sally Beauty
(such date and time, as it may be extended, the “Withdrawal Date”),
but not thereafter. Holders of Notes who tender their Notes after
the Withdrawal Date, but prior to the Expiration Date, may not
withdraw their tendered Notes unless withdrawal rights are
otherwise required by applicable law.
Provided that the conditions to the applicable Tender Offer have
been satisfied or waived, and assuming acceptance for purchase by
Sally Beauty of Notes validly tendered pursuant to the Tender
Offers, (i) payment for applicable Notes validly tendered at or
prior to the applicable Early Tender Date and purchased in the
applicable Tender Offer shall be made on the settlement date that
is expected to be the second business day following the applicable
Early Tender Date, or as promptly as practicable thereafter (with
respect to each series of Notes, the “Early Settlement Date”) and
(ii) payment for any applicable Notes validly tendered after the
applicable Early Tender Date, but at or prior to the applicable
Expiration Date, and purchased in the applicable Tender Offer shall
be made on the settlement date that is expected to be the second
business day following the applicable Expiration Date, or as
promptly as practicable thereafter (with respect to each series of
Notes, the “Final Settlement Date” and, together with the related
Early Settlement Date, the “Settlement Dates”).
Subject to the Tender Cap, the 2023 Series Cap and proration,
the Notes accepted on any Settlement Date will be accepted in
accordance with their Acceptance Priority Levels set forth in the
table above, with 1 being the highest Acceptance Priority Level and
2 being the lowest Acceptance Priority Level, and provided further
that Notes tendered at or prior to the Early Tender Date will be
accepted for purchase with priority over Notes tendered after the
Early Tender Date, but at or prior to the Expiration Date,
regardless of the priority of the series of such later tendered
Notes. In addition, no more than $25,000,000 aggregate principal
amount of the 2023 Notes will be purchased in the Tender Offers (as
it may be increased by Sally Beauty, the “2023 Series Cap”).
Acceptance for tenders of any Notes may be subject to proration
if the aggregate principal amount for any series of Notes validly
tendered and not validly withdrawn would cause the Tender Cap to be
exceeded. Acceptance for tenders of the 2023 Notes may also be
subject to proration if the aggregate principal amount of the
specified series of Notes validly tendered and not validly
withdrawn is greater than the 2023 Series Cap. Furthermore, if the
Tender Offers are fully subscribed as of the Early Tender Date,
holders who validly tender Notes after the Early Tender Date will
not have any of their Notes accepted for purchase and there will be
no Final Settlement Date.
Sally Beauty reserves the right, but is under no obligation, to
increase the Tender Cap and/or the 2023 Series Cap at any time,
subject to compliance with applicable law, which could result in
Sally Beauty purchasing a greater aggregate principal amount of
Notes in the Offers. There can be no assurance that Sally Beauty
will increase the Tender Cap or the 2023 Series Cap. If Sally
Beauty increases the Tender Cap and/or the 2023 Series Cap, it does
not expect to extend the Withdrawal Date, subject to applicable
law. Accordingly, Holders should not tender Notes that they do not
wish to have purchased in the Offers.
The consummation of the Tender Offers is not conditioned upon
any minimum amount of Notes being tendered. However, the Tender
Offers are subject to, and conditioned upon, the satisfaction or
waiver of certain conditions described in the Offer to
Purchase.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. No offer,
solicitation, purchase or sale will be made in any jurisdiction in
which such offer, solicitation, or sale would be unlawful. The
offer is being made solely pursuant to terms and conditions set
forth in the Offer to Purchase.
The dealer manager for the Tender Offers is BofA Merrill Lynch
(the “Dealer Manager”). Any questions regarding the terms of the
Tender Offers should be directed to the Dealer Manager, BofA
Merrill Lynch at (toll-free) 888-292-0070 or (collect)
980-388-3646. Any questions regarding procedures for tendering
Notes should be directed to the Information Agent for the Tender
Offers, Global Bondholder Services Corporation, toll-free at
866-924-2200 (banks and brokers call (212) 430-3774) or 65
Broadway, Suite 404, New York, NY 10006.
Copies of the Offer to Purchase are available from the
Information Agent and Depositary and at the following web address:
http://www.gbsc-usa.com/SBH/.
About Sally Beauty Holdings, Inc.
Sally Beauty Holdings, Inc. (NYSE: SBH) is an international
specialty retailer and distributor of professional beauty supplies
with revenues of approximately $3.9 billion annually. Through the
Sally Beauty Supply and Beauty Systems Group businesses, the
Company sells and distributes through 5,129 stores, including 180
franchised units, and has operations throughout the United States,
Puerto Rico, Canada, Mexico, Chile, Peru, the United Kingdom,
Ireland, Belgium, France, the Netherlands, Spain and Germany. Sally
Beauty Supply stores offer up to 8,000 products for hair color,
hair care, skin care, and nails through proprietary brands such as
Ion®, Generic Value Products®, Beyond the Zone® and Silk Elements®
as well as professional lines such as Wella®, Clairol®, OPI®,
Conair® and Hot Shot Tools®. Beauty Systems Group stores, branded
as CosmoProf or Armstrong McCall stores, along with its outside
sales consultants, sell up to 10,500 professionally branded
products including Paul Mitchell®, Wella®, Matrix®, Schwarzkopf®,
Kenra®, Goldwell®, Joico® and CHI®, intended for use in salons and
for resale by salons to retail consumers.
Statements in this news release which are not purely historical
facts or which depend upon future events may be forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Forward-looking statements, as that term is
defined in the Private Securities Litigation Reform Act of 1995,
can be identified by the use of forward-looking terminology such as
“believes,” “projects,” “expects,” “can,” “may,” “estimates,”
“should,” “plans,” “targets,” “intends,” “could,” “will,” “would,”
“anticipates,” “potential,” “confident,” “optimistic,” or the
negative thereof, or other variations thereon, or comparable
terminology, or by discussions of strategy, objectives, estimates,
guidance, expectations and future plans. Forward-looking statements
can also be identified by the fact these statements do not relate
strictly to historical or current matters.
Readers are cautioned not to place undue reliance on
forward-looking statements as such statements speak only as of the
date they were made. Any forward-looking statements involve risks
and uncertainties that could cause actual events or results to
differ materially from the events or results described in the
forward-looking statements, including, but not limited to, the
risks and uncertainties described in our filings with the
Securities and Exchange Commission, including our most recent
Annual Report on Form 10-K for the year ended September 30, 2018,
as filed with the Securities and Exchange Commission. Consequently,
all forward-looking statements in this release are qualified by the
factors, risks and uncertainties contained therein. We assume no
obligation to publicly update or revise any forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20190219005321/en/
Investor Relations and Media InquiriesJeff
Harkins940.297.3877
Sally Beauty (NYSE:SBH)
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