Sally Beauty Holdings Announces Senior Note Offer

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DENTON, Texas – (BUSINESS WIRE) – Sally Holdings LLC (the “Company”), a wholly owned subsidiary of Sally Beauty Holdings, Inc. (NYSE: SBH), today announced its intention to sell, in a public offering in the aggregate principal amount of $ 780.0 million of Senior Notes due 2030 (the “Senior Notes”). The Senior Notes will be guaranteed by Sally Beauty Holdings, Inc., Sally Investment Holdings LLC and the Company’s domestic subsidiaries which have guaranteed obligations under its senior secured revolving credit facility, its senior loan facility. term B and its existing tickets.

The Company intends to use the net proceeds of this offering to repay the entire aggregate principal amount of $ 679.96 million of its 5.625% Senior Notes due 2025 which remain outstanding at a redemption premium. equal to 101.875% of the principal amount reimbursed plus accrued and unpaid interest. up to, but not including, the redemption date, to pay the costs and expenses incurred in connection with the offer and redemption, and for general business purposes. The Company expects to finalize the repayment on December 13, 2021, subject to certain conditions, in particular the completion of the Senior Bonds offer.

JP Morgan, BofA Securities and Truist Securities act as co-book managers for the offering.

A pre-registration statement (including a prospectus and a preliminary prospectus supplement) relating to the offering has already been filed with the Securities and Exchange Commission and is effective. Before investing, you should read the prospectus, the preliminary prospectus supplement and other documents filed with the Securities and Exchange Commission for information about the Company and the offering. Copies of the prospectus and related supplement can be obtained by contacting one of the co-book managers whose contact details are listed at the bottom of this announcement. You can also obtain these documents for free by visiting the Securities and Exchange Commission website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of such securities in any jurisdiction in which such an offer, solicitation or sale would be illegal prior to the registration or qualification under the title laws of that jurisdiction. This press release does not constitute a redemption notice with respect to the Redeemed Notes.

About Sally Beauty Holdings, Inc.

Sally Beauty Holdings, Inc. (NYSE: SBH), as a leader in professional hair coloring, sells and distributes professional beauty products worldwide through its Sally Beauty Supply and Beauty Systems Group businesses. Sally Beauty Supply stores carry up to 7,000 products for hair coloring, hair care, nails and skin care through exclusive 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 L’Oréal®. The Beauty Systems group stores, under the CosmoProf® or Armstrong McCall® brands, as well as its external sales consultants, sell up to 10,000 professional brand products, including Paul Mitchell®, Wella®, Matrix®, Schwarzkopf®, Kenra®, Goldwell®, Joico® and Olaplex®, intended for use in salons and for resale by salons to retail consumers.

Caution regarding forward-looking statements

Statements in this press release that are not purely historical facts or that depend on 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”, “plans”, “expects”, ” can “,” “can”, “considers”, “should”, “foresees”, “aims”, “intends”, “could”, “will”, “would”, “anticipates”, “potential “,” Confident, “” optimistic, “or their negative, or other variations thereof, or comparable terminology, or through discussions of strategy, goals, estimates, directions, expectations and future plans, including, but not limited to, statements regarding the planned offering and redemption of Senior Notes. Forward-looking statements may also be identified by the fact that such 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 on which they were made. Any forward-looking statement involves risks and uncertainties that could cause actual events or results to differ materially from the events or results described in forward-looking statements, including, but not limited to, risks and uncertainties relating to COVID-19 and those described in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. Accordingly, all forward-looking statements contained in this release are qualified by the factors, risks and uncertainties contained in the flange. We assume no obligation to publicly update or revise any forward-looking statements.

Joint bookkeepers:

JP Morgan Securities LLC

c / o Broadridge Financial Solutions

1155 Long Island Ave

Edgewood, New York 11717

Attention: Prospectus Service

Telephone: +1 (866) 803-9204

Email: [email protected]

BofA Securities, Inc.

NC1-004-03-43

200, rue Collège Nord, 3rd floor

Charlotte, North Carolina 28255-0001

For the attention of: Service Prospectus

Email to [email protected]

Truist Securities, Inc.

Telephone: +1 (800) 685-4786

Jeff Harkins

Investor Relations

940-297-3877

[email protected]

Source: Sally Beauty Holdings, Inc.


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