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: November 3 16, 2011

(Date of earliest event reported)

SALLY HOLDINGS LLC

(Exact name of registrant as specified in its charter)

Delaware		~~333~~36-~~144427~~4472381		36333-~~4472381~~144427
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. Employer Identification Number)

3001 Colorado Boulevard
Denton, Texas 76210

(Address of principal executive offices)

(940) 898-7500

(Registrant’s telephone number, including area code)

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~~ITEM 12.0102. ~~Entry~~RESULTS ~~into~~OF aOPERATIONS ~~Material~~AND ~~Definitive~~FINANCIAL ~~Agreement.~~CONDITION

~~Purchase~~On ~~Agreement~~November 16, 2011, Sally Beauty Holdings, Inc. (the “Company”), the indirect parent company of Sally Holdings LLC, issued the news release attached hereto as Exhibit 99.1 reporting the financial results of the Company for the quarter and the full year ended September 30, 2011 (the “Earnings Release”). In the Earnings Release, the Company utilized the non-GAAP financial measures and other items discussed in the attached Appendix A, which is incorporated herein by this reference. Appendix A also contains statements of the Company’s management regarding the use and purposes of the non-GAAP financial measures utilized in the Earnings Release. A reconciliation of the non-GAAP financial measures discussed in the Earnings Release to the most directly comparable GAAP financial measures is attached to the Earnings Release.

OnITEM November 3, 2011, Sally Holdings LLC (“the Company”) and Sally Capital Inc. (together with the Company, the “Issuers”), both subsidiaries of Sally Beauty Holdings, Inc. (the “Parent”), the Parent and certain domestic subsidiaries of the Parent entered into a purchase agreement (the “Purchase Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (the “Initial Purchasers”). Pursuant to the Purchase Agreement, the Issuers sold $750,000,000 aggregate principal amount of the Issuers’ 6 7/8% Senior Notes due 2019 (the “Notes”) to the Initial Purchasers in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended, at a price, net of discounts, of 98.~~5 percent of the principal amount of the Notes~~01. ~~The~~REGULATION ~~closing~~FD of the sale of the Notes occurred on November 8, 2011. The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Issuers, on the one hand, and the Initial Purchasers, on the other hand, have agreed to indemnify each other against certain liabilities and will contribute to payments the other party may be required to make in respect thereof.DISCLOSURE

The ~~net~~Earnings ~~proceeds~~Release ~~from~~also ~~the~~provides ~~sale~~an ofupdate ~~the~~on ~~Notes will be used (i) to redeem $430.0 million aggregate principal amount of~~ the ~~Issuers~~Company’ 9.25% senior notes due 2014 at a redemption premium plus accrued and unpaid interest to, but not including, December 6, 2011, the redemption date, (ii) to redeem $275.0 million aggregate principal amount of the Issuer’s ~~10.50%~~strategy ~~senior subordinated notes due 2016 at a redemption premium plus accrued~~ and ~~unpaid~~business interest to, but not including, the redemption date, and (iii) to pay fees and expenses incurred in connection with the sale of the Notes and the redemption of the senior notes due 2014 and the senior subordinated notes due 2016outlook.

~~Indenture~~ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

~~The Notes were issued pursuant to an Indenture~~ (~~the “Indenture”~~d), See ~~dated~~exhibit ~~as of November 8, 2011, by and among the Issuers, the guarantors listed therein and Wells Fargo Bank, National Association, as Trustee (the “Trustee”)~~index. ~~The Indenture provides that interest on the Notes is payable semiannually in arrears on May 15 and November 15 of each year, and the Notes mature on November 15, 2019.~~

~~Under~~All ~~the~~of ~~Indenture,~~ the ~~Company~~information ~~has~~furnished ~~the right to redeem the Notes,~~ in ~~whole~~Items ~~or in part~~2.02, at7.01 ~~any~~and ~~time on or after November 15, 2015 initially at 103~~9.~~438%~~01 of ~~their~~this ~~principal~~report ~~amount,~~and ~~plus accrued interest to~~ the ~~redemption~~accompanying ~~date,~~appendix ~~declining~~and ~~ratably~~exhibit toshall ~~100%~~not ofbe ~~their~~deemed ~~principal amount, plus accrued interest~~ to ~~the redemption date, on or after November 15, 2017. Pursuant to the Indenture, at any time prior to November 15, 2015, the Notes may also~~ be ~~redeemed~~“filed” orfor ~~purchased (by~~ the ~~Company~~purposes orof ~~any~~Section ~~other~~18 ~~person), in whole or in part, at a redemption price equal to 100%~~ of ~~their principal amount plus a make-whole premium as provided in~~ the ~~Indenture,~~Securities ~~together with accrued~~ and ~~unpaid~~Exchange ~~interest~~Act toof ~~the redemption date. In addition~~1934, ~~prior~~as ~~to November 15~~amended, ~~2014,~~and ~~the~~shall ~~Company~~not ~~has~~be ~~the~~incorporated ~~right~~by toreference ~~redeem~~in upany tofiling ~~35%~~under of the ~~aggregate~~Securities ~~principal~~Act ~~amount~~ of ~~outstanding Notes with the proceeds from sales of certain kinds of capital stock at a redemption price equal to 106.875% of their principal amount~~1933, ~~plus~~as ~~accrued interest to the redemption date. The Company may make such redemption only if~~amended, ~~after~~unless ~~any~~expressly ~~such~~incorporated ~~redemption,~~by atreference ~~least 65% of the aggregate principal amount of Notes originally issued under the Indenture (including any additional Notes) remains outstanding~~therein.

The Indenture contains certain covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to incur additional indebtedness, make certain dividends, redeem stock or make other distributions, make certain investments, create liens, transfer or sell assets, merge or consolidate, and enter into transactions with the Company’s affiliates. Such covenants are subject to a number of important exceptions and qualifications set forth in the Indenture. The Indenture also contains certain customary events of default, including failure to make payments in respect of the principal amount of the Notes, failure to make payments of interest on the2

2SIGNATURES

~~Notes~~Pursuant ~~when~~to ~~due~~the ~~and~~requirements ~~payable~~of the Securities Exchange Act of 1934, ~~failure~~each toregistrant ~~comply~~has ~~with~~duly ~~certain~~caused ~~covenants~~this ~~and~~report ~~agreements~~to ~~and~~be ~~certain~~signed ~~events~~on ofits ~~bankruptcy~~behalf orby ~~insolvency~~the undersigned thereunto duly authorized.

AnDate: November event of default under the Indenture will allow the Trustee or the holders of at least thirty percent in principal amount of the then outstanding Notes to declare the principal of and accrued but unpaid interest on all Notes due and payable16, or in the case of events of default involving bankruptcy, insolvency or reorganization of the Company, such principal and accrued interest on all Notes will become immediately due and payable without action from the trustee or any holder.2011

~~Registration~~SALLY ~~Rights~~BEAUTY ~~Agreement~~HOLDINGS, INC. By: /s/ Matthew O. Haltom Name: Matthew O. Haltom Title: Vice President, Assistant Secretary and Deputy General Counsel

On November 8, 2011, the Issuers and the guarantors listed therein entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Initial Purchasers. Pursuant to the Registration Rights Agreement, the Issuers and the guarantors listed therein have agreed to:3

~~· cause~~EXHIBIT ~~to be filed a registration statement for the exchange of the Notes for substantially similar notes that are publicly registered;~~INDEX

· use its commercially reasonable efforts to cause such registration statement to become effective within 270 days after the issue date of the Notes; and

Exhibit Number		Description

Exhibit 99.1		News release reporting financial results for the quarter and full year ended September 30, 2011, issued by Sally Beauty Holdings, Inc. on November 16, 2011.

~~· commence the exchange offer upon the effectiveness of such registration statement.~~4

InAppendix addition, the Issuers and the guarantors listed in the Registration Rights Agreement have agreed, in certain circumstances specified in the Registration Rights Agreement, to file a shelf registration statement that would allow some or all of the Notes to be offered to the public and to use its commercially reasonable efforts to cause such shelf registration statement to become effective. If the Issuers do not comply with the foregoing obligations under the Registration Rights Agreement, the Issuers will be required to pay additional interest as liquidated damages to holders of the Notes.A

~~The~~USE ~~foregoing~~OF descriptions of the Purchase Agreement, the Indenture, which includes the form Note as an exhibit thereto, and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, Indenture and Registration Rights Agreement, which are attached as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8NON-KGAAP ~~and~~FINANCIAL ~~incorporated by reference into this Item 1.01.~~MEASURES

~~Item~~Sally 2Beauty Holdings, Inc.03 (the “Company”) occasionally utilizes financial measures and terms not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) in order to provide investors with an alternative method for assessing our operating results in a manner that enables investors to more thoroughly evaluate our current performance as compared to past performance. We ~~Creation~~also ofbelieve these non-GAAP measures provide investors with a ~~Direct~~more ~~Financial~~informed ~~Obligation~~baseline for modeling the Company’s future financial performance. Our management uses these non-GAAP measures for the same purpose. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or ansuperior ~~Obligation~~to ~~under~~GAAP results. We have provided definitions below for certain non-GAAP financial measures, together with an ~~Off~~explanation of why management uses these measures and why management believes that these non-~~Balance~~GAAP ~~Sheet~~financial ~~Arrangement~~measures are useful to investors. In addition, in our Earnings Release we have provided tables to reconcile the non-GAAP financial measures utilized to GAAP financial measures. We have provided adjusted net earnings and adjusted EPS metrics for the purpose of adjusting for (i) non-cash interest expense or income from mark-to-market changes in the fair value of the Company’s interest rate swaps and (ii) a ~~Registrant~~credit from a litigation settlement, net of certain non-recurring expenses and taxes. Excluding these adjustments provides investors with a better depiction of the Company’s core operating results and provides a more informed baseline for modeling future earnings expectations. We also intend to adjust for all share-based compensation expense recognized in accordance with FAS 123R, including stock option expense and expense related to restricted shares, in addition to the foregoing adjustments, when calculating certain cash flow measures such as Adjusted EBITDA. The Company believes adjusting for all share-based compensation expense is appropriate, as it is a non-cash expense, and adjusting is consistent with how a number of debt and equity analysts track that measure.

~~The~~ADJUSTED information set forth under the caption “Indenture” in Item 1.01 above and the full text of the Indenture, which is attached hereto as Exhibit 4.1, are incorporated by reference into this Item 2.03.EBITDA

3We define the measure Adjusted EBITDA as GAAP Net Earnings before depreciation and amortization, share-based compensation, interest expense, and income taxes. We have also adjusted Adjusted EBITDA to exclude a credit from a litigation settlement, net of certain non-recurring expenses and taxes. Our management uses Adjusted EBITDA as a supplemental measure in the evaluation of our businesses and believes that Adjusted EBITDA provides a meaningful measure of our ability to meet our future debt service, capital expenditures and working capital requirements. Adjusted EBITDA is not a financial measure under GAAP. Accordingly, it should not be considered in isolation or as a substitute for net income, operating income, cash flow provided by (used in)

~~Item 9.01. Financial Statements and Exhibits.~~5

(d)	The following Exhibits are filed herewith as part of this report:
4.1		Indenture, dated as of November 8, 2011, by and among Sally Holdings LLC, Sally Capital Inc., the guarantors listed therein and Wells Fargo Bank, National Association (including the form of Note attached as an exhibit thereto)
4.2		Registration Rights Agreement, dated as of November 8, 2011, by and among Sally Holdings LLC, Sally Capital Inc., the guarantors listed therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC
10.1		Purchase Agreement, dated as of November 3, 2011, by and among Sally Holdings LLC, Sally Capital Inc., the guarantors listed therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC

operating activities or other income or cash flow data prepared in accordance with GAAP. When evaluating Adjusted EBITDA, investors should consider, among other factors, (i) increasing or decreasing trends in Adjusted EBITDA, (ii) whether Adjusted EBITDA has remained at positive levels historically, and (iii) how Adjusted EBITDA compares to levels of interest expense. We provide a reconciliation of Adjusted EBITDA to GAAP Net Earnings. Because Adjusted EBITDA excludes some, but not all, items that affect net earnings and may vary among companies, the Adjusted EBITDA presented by the Company may not be comparable to similarly titled measures of other companies. Although we believe that Adjusted EBITDA may provide additional information with respect to our ability to meet our future debt service, capital expenditures and working capital requirements, our functional or legal requirements may require us to utilize available funds for other purposes.

4ADJUSTED NET EARNINGS

~~SIGNATURES~~This measure consists of GAAP Net Earnings, which is then adjusted for (i) the purpose of adjusting for non-cash interest expense or income from marked-to-market changes in the fair value of the Company’s interest rate swaps and (ii) a credit from a litigation settlement, net of certain non-recurring expenses and taxes. Excluding these adjustments provides investors with a better depiction of the Company’s core operating results and provides a more informed baseline for modeling future earnings expectations. Adjusted Net Earnings does not provide a complete position of our results of operations, as the historical items excluded in the related reconciliation are included in net earnings presented under GAAP. We recommend a review of net earnings on both a non-GAAP basis and GAAP basis be performed to get a comprehensive view of our results. We provide a reconciliation of Adjusted Net Earnings to GAAP Net Earnings.

~~Pursuant~~ADJUSTED toEARNINGS ~~the~~PER ~~requirements~~SHARE of(ADJUSTED ~~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.~~EPS)

	SALLY HOLDINGS LLC
November 9, 2011	By:	/s/ Matthew O. Haltom
		Name: Matthew O. Haltom
		Title: Vice President and Assistant Secretary

We define this non-GAAP financial measure as the portion of the Company’s GAAP Net Earnings assigned to each share of stock, excluding (i) non-cash interest expense or income from marked-to-market changes in the fair value of the Company’s interest rate swaps and (ii) a credit from a litigation settlement, net of certain non-recurring expenses and taxes. Excluding these adjustments provides investors with a better depiction of the Company’s core operating results and provides a more informed baseline for modeling future earnings expectations. We recommend a review of diluted EPS on both a non-GAAP basis and GAAP basis be performed to get a comprehensive view of our results. We provide a reconciliation of Adjusted Net Earnings to GAAP Net Earnings, as well as information on how these share calculations are made.

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