Shoals Technologies Group, Inc. (Nasdaq: SHLS) (the
“
Company”) today announced the launch of an
underwritten public offering of an aggregate of 20,000,000 shares
of the Company’s Class A common stock. The Company is offering
2,000,000 shares of its Class A common stock, and certain selling
stockholders (collectively, the “
Selling
Stockholders”), comprising Dean Solon and certain of his
affiliates, are offering 18,000,000 shares of the Company’s Class A
common stock. Additionally, the Selling Stockholders intend to
grant the underwriters a 30-day option to purchase up to an
additional 3,000,000 shares of Class A common stock. The Company’s
Class A common stock is listed on the Nasdaq Global Market under
the symbol “SHLS.”
On November 29, 2022, the Company entered into an amendment to
its Tax Receivable Agreement pursuant to which the parties thereto
agreed to grant the Company a right to terminate the Tax Receivable
Agreement until December 31, 2022 (the “TRA Termination
Right”) in exchange for a termination consideration of
$58.1 million payable in cash (the “TRA Termination
Consideration”).
In connection with the consummation of this offering, the
Company intends to exercise its TRA Termination Right and use the
net proceeds from the offering to fund a portion of the TRA
Termination Consideration, with the remainder to be paid with cash
on hand. The Company will not receive any of the proceeds from the
sale of Class A common stock offered by the Selling
Stockholders.
J.P. Morgan Securities LLC, Guggenheim Securities, LLC and
Morgan Stanley are acting as joint book-running managers for the
offering.
The shares of Class A common stock in this offering are being
offered pursuant to an automatically effective shelf registration
statement on Form S-3 filed with the Securities and Exchange
Commission (“SEC”) on November 30, 2022. A
preliminary prospectus supplement and accompanying prospectus
relating to and describing the terms of the offering will be filed
with the SEC and may be obtained, when available, from: J.P. Morgan
Securities LLC, Attention: Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717 (telephone: 1-866-803-9204),
or by email at prospectus-eq_fi@jpmchase.com; Guggenheim
Securities, LLC, Attention: Equity Syndicate Department, 330
Madison, 8th Floor, New York, NY 10017, by telephone at (212)
518-9658, or by email at
GSEquityProspectusDelivery@guggenheimpartners.com; and Morgan
Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick
Street, Second Floor, New York, New York 10014; or by accessing the
SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. Any offers, solicitations or offers to buy,
or any sales of securities will be made in accordance with the
registration requirements of the Securities Act of 1933, as
amended.
About Shoals Technologies Group, Inc.
Shoals Technologies Group, Inc. is a leading provider of
electrical balance of system solutions and components for solar,
battery storage and electric vehicle charging applications, selling
to customers across the United States and internationally. Since
its founding in 1996, the Company has introduced innovative
technologies and systems solutions that allow its customers to
substantially increase installation efficiency and safety while
improving system performance and reliability. Shoals Technologies
Group, Inc. is a recognized leader in the renewable energy industry
whose solutions are deployed on over 20 GW of solar systems
globally.
Forward-Looking Statements
This press release contains forward-looking statements that are
based on our management’s beliefs and assumptions and on
information currently available to our management. Forward-looking
statements include information concerning our possible or assumed
future results of operations, business strategies, technology
developments, financing and investment plans, dividend policy,
competitive position, industry and regulatory environment,
potential growth opportunities and the effects of competition.
Forward-looking statements include statements that are not
historical facts and can be identified by terms such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,”
“will,” “would” or similar expressions and the negatives of those
terms.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. These risks and uncertainties
include changes to Mr. Whitaker’s circumstances, inability to find
a new CEO, the impact of the announcement of the succession on the
Company’s stock and its employees, suppliers and customers, and
other risks and uncertainties described in the Company’s most
recent Annual Report on Form 10-K and subsequent filings with the
Securities and Exchange Commission. Given these uncertainties, you
should not place undue reliance on forward-looking statements.
Also, forward-looking statements represent our management’s beliefs
and assumptions only as of the date of this report. You should read
this press release with the understanding that our actual future
results may be materially different from what we expect.
Except as required by law, we assume no obligation to update
these forward-looking statements, or to update the reasons actual
results could differ materially from those anticipated in these
forward-looking statements, even if new information becomes
available in the future.
Contacts
Investors:Email: investors@shoals.com
Media:Email: media@shoals.com
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