Sally Beauty Holdings, Inc. (NYSE: SBH) announced today the
results to date of its previously-announced 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 5.625 percent Senior Notes due 2025 (the “2025 Notes”) and
5.500 percent Senior Notes due 2023 (the “2023 Notes” and, together
with the 2025 Notes, the “Notes”), in each case issued by its
indirect wholly-owned subsidiaries Sally Holdings, LLC and Sally
Capital Inc. (collectively, “Sally Beauty”).
In addition, Sally Beauty also announced that it is extending
the date by which Holders must tender to receive the Total
Consideration (as defined below) to midnight, New York City time,
at the end of March 18, 2019, unless extended or earlier terminated
by Sally Beauty (the “Expiration Date”).
According to information received from Global Bondholder
Services Corporation, the Information and Tender Agent for the
Tender Offer, as of 5:00 p.m., New York City time, on March 4,
2019, (the “Early Tender Date”), approximately $57.3 million
aggregate principal amount of 2025 Notes, and approximately $2.2
million aggregate principal amount of 2023 Notes, has been validly
tendered and not withdrawn in the Tender Offers.
The terms and conditions of the Tender Offers are described in
an Offer to Purchase, dated February 19, 2019 (the “Offer to
Purchase”). The withdrawal deadline of 5:00 p.m., New
York City time, on March 4, 2019 has passed and,
accordingly, Notes validly tendered in the Tender Offers may no
longer be withdrawn except where additional withdrawal rights are
required by law.
Holders whose Notes were validly tendered and not withdrawn at
or before the Expiration Date will be eligible to receive the
applicable total consideration, which includes an early tender
payment of $30.00 per $1,000 principal amount of the Notes accepted
for purchase (such consideration, along with such early tender
payment, the “Total Consideration”). The settlement for Notes
tendered prior to the Early Tender Date is expected to take place
on March 6, 2019, (the “Early Settlement Date”) subject to the
satisfaction or waiver of the conditions described in the Offer to
Purchase under the heading “Terms of the Offers – Conditions of the
Offers.” The settlement for Notes tendered after the Early Tender
Date and at or prior to the Expiration Date is expected to take
place on March 20, 2019, (the “Final Settlement Date”) subject to
the satisfaction or waiver of the conditions described in the Offer
to Purchase under the heading “Terms of the Offers – Conditions of
the Offers.”
The principal amount of each series of Notes that is purchased
on the Early Settlement Date and Final Settlement Date will be
determined in accordance with the acceptance priority levels and
the proration procedures described in the Offer to Purchase;
provided that, for the avoidance of doubt, Notes tendered and not
validly withdrawn prior to the Early Tender Date will be accepted
for purchase in priority to Notes tendered after the Early Tender
Date, even if such Notes tendered after the Early Tender Date have
a higher acceptance priority level than Notes tendered prior to the
Early Tender Date.
The Tender Offers will expire on the Expiration Date. No tenders
submitted after the Expiration Date will be valid.
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/20190305005358/en/
Investor Relations and Media InquiriesJeff
Harkins940.297.3877
Sally Beauty (NYSE:SBH)
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