Shoals Technologies Group, Inc. Announces Launch of Offering of 13,384,155 Shares of Class A Common Stock
July 12 2021 - 5:38PM
Shoals Technologies Group, Inc. (Nasdaq: SHLS) (the
“
Company”) today announced the launch of an
underwritten public offering of an aggregate of 13,384,155 shares
of the Company’s Class A common stock. The Company is offering
8,394,463 shares of its Class A common stock and certain selling
stockholders, including an entity controlled by Oaktree Capital
Management, L.P. (“
Oaktree”) and Mehgan Peetz, the
Company’s General Counsel, are offering 4,989,692 shares of the
Company’s Class A common stock (the “
Selling
Stockholders”). Additionally, the Company intends to grant
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 Company intends to use the net proceeds from
this offering 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”). The Company will not
receive any of the proceeds from the sale of shares offered by the
Selling Stockholders.
Goldman Sachs & Co. LLC and J.P. Morgan are
acting as joint book-running managers and representatives of the
underwriters for the offering. Guggenheim Securities is also acting
as joint book-running manager. In connection with this offering,
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as
representatives of the several underwriters in the Company’s
initial public offering, have agreed to release the restrictions
under the lock-up agreements that were executed in connection with
the initial public offering with respect to the shares of Class A
common stock being offered by the Company, Oaktree and Mehgan Peetz
as well with respect to the equity interests sold by Dean Solon,
Brad Forth, Jason Whitaker and Philip Garton, provided that the
release of shares of Class A common stock held by the Company and
the Selling Stockholders and the release of the equity interests
held by the Existing Stockholders is limited to the shares and
equity interests actually sold in connection with this
offering.
The offering will be made only by means of a
prospectus, which will be filed with the Securities and Exchange
Commission (“SEC”) and available on the SEC’s
website at www.sec.gov. Copies of the preliminary prospectus
relating to this offering may be obtained 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.
A registration statement relating to these
securities has been filed with the SEC but has not yet become
effective. These securities may not be sold, nor may offers to buy
be accepted, prior to the time the registration statement becomes
effective. 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 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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