UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): October 12, 2011

 

 

SALLY BEAUTY HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

1-33145

 

36-2257936

(State or other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification No.)

 

3001 Colorado Boulevard

Denton, Texas 76210

(Address of Principal Executive Offices, Zip Code)

 

Registrant’s telephone number, including area code: (940) 898-7500

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 1.01.  Entry Into a Material Definitive Agreement.

 

On October 12, 2011, Sally Beauty Holdings, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), dated as of October 12, 2011, with CDRS Acquisition LLC and CD&R Parallel Fund VII, L.P. (collectively, the “Selling Stockholders”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Barclays Capital Inc. (the “Representatives”, and together with the other underwriters named in Schedule I thereto the “Underwriters”) regarding a registered underwritten public offering of 18,000,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), to be sold by the Selling Stockholders at a public offering price of $16.75 per share. The Underwriting Agreement grants the Underwriters a 30-day option to purchase up to an additional 2,700,000 shares of Common Stock from the Selling Stockholders. On October 13, 2011, the Representatives notified the Company and the Selling Stockholders that they elected to exercise this option in full.

 

The sale of the Common Stock by the Selling Stockholders is being made pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-170675) (the “Registration Statement”), including a prospectus supplement dated October 12, 2011 (the “Prospectus Supplement”) to the prospectus contained therein dated November 18, 2010 (the “Base Prospectus”), filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended.

 

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Common Stock, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

 

Certain of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company and its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

 

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

 

Item 8.01.                            Other Events

 

In connection with the offering by the Selling Stockholders of the Common Stock, as described in response to Item 1.01 of this Current Report on Form 8-K, the following exhibits are filed herewith in order to be incorporated by reference into the Registration Statement, the Base Prospectus and/or the Prospectus Supplement: (i) the Underwriting Agreement (Exhibit 1.1 to this Current Report on Form 8-K) and (ii) the opinion of counsel with respect to the validity of the Common Stock being sold in the offering (Exhibit 5.1 to this Current Report on Form 8-K).

 

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Item 9.01.                            Financial Statements and Exhibits.

 

(d)      Exhibits.  The following Exhibits are filed herewith as part of this Current Report on Form 8-K.

 

Exhibit
Number

 

Description

 

 

 

1.1

 

Underwriting Agreement, dated as of October 12, 2011, among Sally Beauty Holdings, Inc., CDRS Acquisition LLC, CD&R Parallel Fund VII, L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Barclays Capital Inc. and the other underwriters named therein.

 

 

 

5.1

 

Legal Opinion of the Company’s Deputy General Counsel.

 

3


 

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.

 

 

 

 

October 18, 2011

By:

/s/ Matt Haltom

 

 

Name: Matt Haltom

 

 

Title: Deputy General Counsel

 

4


 

Exhibit
Number

 

Description

 

 

 

1.1

 

Underwriting Agreement, dated as of October 12, 2011, among Sally Beauty Holdings, Inc., CDRS Acquisition LLC, CD&R Parallel Fund VII, L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Barclays Capital Inc. and the other underwriters named therein.

 

 

 

5.1

 

Legal Opinion of the Company’s Deputy General Counsel.

 

5