Shoals Technologies Group, Inc. Announces Pricing of an Offering of 13,384,155 Shares of Class A Common Stock
July 15 2021 - 7:00AM
Shoals Technologies Group, Inc. (Nasdaq: SHLS) (the
“
Company”) today announced the pricing of an
underwritten public offering of an aggregate of 13,384,155 shares
of the Company’s Class A common stock, at a price to the public of
$28.00 per share. The Company is offering 8,394,463 shares of its
Class A common stock, the net proceeds of which will be used to
purchase equity interests in its operating subsidiary from certain
holders including its founder Dean Solon, Director Brad Forth,
Chief Executive Officer Jason Whitaker and Chief Financial Officer
Philip Garton (collectively, the “
Existing
Stockholders”). Additionally, certain selling
stockholders, including an entity controlled by Oaktree Capital
Management, L.P. (“
Oaktree”) and Mehgan Peetz, the
Company’s General Counsel (the “
Selling
Stockholders”), are offering 4,989,692 shares of the
Company’s Class A common stock. The Company will not receive any of
the proceeds from the sale of shares offered by the Selling
Stockholders. The Company also granted the underwriters
a 30-day option to purchase up to an additional 2,007,623 shares of
Class A common stock. The Company’s Class A common
stock is listed on the Nasdaq Global Market under the symbol
“SHLS.” The offering is expected to close on July 19, 2021, subject
to customary closing conditions.
Goldman Sachs & Co. LLC, J.P. Morgan,
Guggenheim Securities and UBS Investment Bank are acting as joint
book-running managers and Goldman Sachs & Co. LLC, J.P. Morgan
and Guggenheim Securities are acting as representatives of the
underwriters for the offering. Morgan Stanley, Credit Suisse and
Barclays are also acting as book-runners. Cowen, Oppenheimer &
Co. Inc., Piper Sandler, Johnson Rice & Company L.L.C. and Roth
Capital Partners are acting as co-managers.
A registration statement relating to this
offering was declared effective by the Securities and Exchange
Commission on July 14, 2021. This offering is being made only by
means of a prospectus, copies of which may be obtained, when
available, from: Goldman Sachs & Co. LLC, Attention: Prospectus
Department, 200 West Street, New York, NY 10282 (telephone: (866)
471-2526 or email: prospectus-ny@ny.email.gs.com); 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; and 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.
This press release shall 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.
About Shoals Technologies Group, Inc.
Shoals Technologies Group, Inc. is a leading
provider of electrical balance of systems solutions for solar,
storage, and electric vehicle charging infrastructure. 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, including statements regarding the secondary offering.
These statements are not historical facts but rather are based on
the Company’s current expectations and projections regarding its
business, operations and other factors relating thereto. Words such
as “may,” “will,” “could,” “would,” “should,” “anticipate,”
“predict,” “potential,” “continue,” “expects,” “intends,” “plans,”
“projects,” “believes,” “estimates” and similar expressions are
used to identify these forward-looking statements. These statements
are only predictions and as such are not guarantees of future
performance and involve risks, uncertainties and assumptions that
are difficult to predict. Actual results may differ materially from
those in the forward-looking statements as a result of a number of
factors, including, but not limited to, those in the Company’s
registration statement filed with the Securities and Exchange
Commission and those described under the caption “Risk Factors” in
the Company’s Annual Report on Form 10-K for the year ended
December 31, 2020, which are available free of charge on the
Securities and Exchange Commission’s website at: www.sec.gov.
Contacts
Investors:Email: investors@shoals.com
Media:Email: media@shoals.com
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