SBH » Topics » Item 3.02 Unregistered Sales of Equity Securities

This excerpt taken from the SBH 8-K filed Nov 22, 2006.

Item 3.02 Unregistered Sales of Equity Securities

On November 16, 2006, in connection with the completion of the separation from Alberto, Sally Beauty issued and sold 85,795,405 shares and 567,566 shares of its Class A common stock, par value $0.01 per share (“Class A Common Stock”) to CDRS Acquisition LLC (“CDRS”) and CD&R Parallel Fund VII, L.P. (“Parallel Fund”), respectively, for $571,221,178.21 and $3,778,821.79, respectively. At 12:01 a.m. Eastern time on November 17, 2006, each share of Class A Common Stock converted automatically into one share of Sally Beauty common stock, par value $0.01 per share (“Common Stock”). The above-mentioned shares of Class A Common Stock were issued and sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. Descriptions of the investment by each of CDRS and Parallel Fund and of the Class A Common Stock and its conversion into Common Stock are included in the proxy statement/prospectus—information statement included as part of the Registration Statement on Form S-4, as amended (File No. 333-136259), of Sally Beauty (formerly New Sally Holdings, Inc.) filed with the Securities and Exchange Commission.

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