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: April 15, 2020
(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 of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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3001 Colorado Boulevard, Denton, Texas | | 76210 |
(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 Symbol(s) | | Name of each exchange 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 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. ☐
Item 1.01 | Entry Into a Material Definitive Agreement. |
On April 15, 2020, Sally Holdings LLC, Beauty Systems Group, LLC and Sally Beauty Supply, LLC (the “Domestic Borrowers”), Beauty Systems Group (Canada), Inc. (the “Canadian Borrower”), SBH Finance B.V. (the “Foreign Borrower” and, together with the Domestic Borrowers and the Canadian Borrower, the “Borrowers”), Sally Beauty Holdings, Inc. (the “Company”) and the other Guarantors party thereto, the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Collateral Agent, Bank of America, N.A. (acting through its Canada branch), as Canadian Agent, and Wells Fargo Bank, National Association, as Syndication Agent, entered into that certain First Amendment to Amended and Restated Credit Agreement (the “ABL Facility”) to, among other things, increase the revolving commitment thereunder from $500.0 million to $600.0 million, establish a FILO (first-in, last-out) tranche of indebtedness in the amount of $20.0 million, increase pricing on the revolving loans and modify certain covenant and reporting terms. The ABL Facility will continue to be secured by a first-priority lien in and upon the accounts and inventory (and the proceeds thereof) of the Company and its domestic subsidiaries. The ABL Facility will be secured by a second-priority lien in and upon the remaining assets of the Company and its domestic subsidiaries.
The foregoing descriptions of the ABL Facility do not purport to be complete and are qualified in its entirety by reference to the full texts of the ABL Facility, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01. Interested parties should read the ABL Facility in its entirety.
Item 2.03.Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On April 16, 2020, the Company issued a press release, providing COVID-19 related updates. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
The information contained in this Item 7.01, and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| SALLY BEAUTY HOLDINGS, INC. |
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Date: April 16, 2020 | /s/ Christian A. Brickman |
| Christian A. Brickman |
| Director, President and Chief Executive Officer |
