Shoals Technologies Group, Inc. (Nasdaq: SHLS) (the
“
Company”) today announced the pricing of its
upsized underwritten public offering of an aggregate of 26,000,000
shares of the Company’s Class A common stock, at a price to the
public of $22.25 per share. 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 24,000,000 shares of the Company’s Class A
common stock.
As previously announced, 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”).
The Company has exercised its TRA Termination
Right, subject to the consummation of this offering. The Company
intends to 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.
The Selling Stockholders also granted the
underwriters a 30-day option to purchase up to an additional
3,900,000 shares of Class A common stock. The Company’s Class A
common stock is listed on the Nasdaq Global Market under the symbol
“SHLS.” The offering is expected to close on December 6, 2022,
subject to customary closing conditions.
J.P. Morgan Securities LLC, Guggenheim Securities, LLC and
Morgan Stanley are acting as joint book-running managers for the
offering. UBS Investment Bank is also acting as a joint
book-running manager and Goldman Sachs & Co. LLC, Barclays and
Credit Suisse are also acting as book-runners. Cowen, Oppenheimer
& Co. Inc., Piper Sandler, Roth Capital Partners, Johnson Rice
& Company L.L.C. and Northland Capital Markets are acting as
co-managers.
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 was filed with the SEC and is
available on the SEC’s website at www.sec.gov. The final prospectus
supplement and accompanying prospectus relating to 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 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 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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