Issuer Free Writing Prospectus
Filed pursuant to Rule 433 under the Securities Act of 1933
Registration Statement on Form S-3: No. 333-181351
$700,000,000
SALLY HOLDINGS LLC
SALLY CAPITAL INC.
5.75% SENIOR NOTES DUE 2022
PRICING TERM SHEET
May 15, 2012
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Issuers: |
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Sally Holdings LLC and Sally Capital Inc. | ||||
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Title of Securities: |
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5.75% Senior Notes due 2022 (the “notes”) | ||||
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Principal Amount: |
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$700,000,000 | ||||
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Gross Proceeds: |
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$700,000,000 | ||||
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Final Maturity Date: |
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June 1, 2022 | ||||
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Issue Price: |
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100%, plus accrued interest, if any, from May 18, 2012 | ||||
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Coupon: |
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5.75% | ||||
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Yield: |
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5.75% | ||||
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Interest Payment Dates: |
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June 1 and December 1 | ||||
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First Interest Payment Date: |
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December 1, 2012 | ||||
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Interest Record Dates: |
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May 15 and November 15 | ||||
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Optional Redemption: |
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The notes will be redeemable, at the Company’s option, in whole or in part, at any time on or after June 1, 2017 at the redemption prices set forth below plus accrued and unpaid interest, if any, if redeemed during the twelve-month period commencing on June 1 of the years set forth below: | ||||
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2017 |
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102.875 |
% |
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2018 |
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101.917 |
% |
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2019 |
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100.958 |
% |
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2020 and thereafter |
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100.000 |
% |
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In addition, the Company at its option may redeem up to 35% of the aggregate principal amount of the notes prior to June 1, 2015, with the net proceeds from certain equity offerings at a redemption price of 105.750%, plus accrued and unpaid interest.
The notes may also be redeemed or purchased (by the Company or any other person), in whole or in part, at the Company’s option, at any time prior to June 1, 2017 at a price equal to 100% of the principal amount of the notes redeemed plus the Applicable Premium and accrued and unpaid interest. | ||||
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Joint Book-Running Managers: |
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BofA Merrill Lynch Credit Suisse Wells Fargo Securities Deutsche Bank Securities Goldman, Sachs & Co. J.P. Morgan RBC Capital Markets |
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Trade Date: |
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May 15, 2012 |
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Settlement Date: |
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May 18, 2012 (T+3) |
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Denominations: |
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$2,000 and integral multiples of $1,000 in excess thereof |
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Distribution: |
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SEC registered |
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CUSIP and ISIN Numbers: |
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CUSIP: 79546V AJ5 ISIN: US79546VAJ52 |
Other information (including financial information) is deemed to have changed to the extent affected by the changes described above.
The issuers have filed a registration statement (including a prospectus and a prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuers and Sally Beauty Holdings, Inc. have filed with the SEC for more complete information about the issuers and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by calling BofA Merrill Lynch at 1-800-294-1322 or email dg.prospectus_requests@baml.com.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.