Shoals Technologies Group, Inc. Announces Launch of Offering of 20,000,000 Shares of Class A Common Stock

Rhea-AI Summary

Shoals Technologies Group (Nasdaq: SHLS) announced an underwritten public offering of 20 million shares of its Class A common stock. The offering consists of 2 million shares from the Company and 18 million shares from selling stockholders, including Dean Solon. They aim to grant underwriters a 30-day option for an additional 3 million shares. The proceeds will partly fund a termination consideration of $58.1 million related to their Tax Receivable Agreement. Joint book-running managers for the offering include J.P. Morgan, Guggenheim, and Morgan Stanley.

Positive

• Offering of 20 million shares may enhance liquidity.
• Part of proceeds ($58.1 million) will be used to terminate Tax Receivable Agreement, potentially simplifying future financial obligations.

Negative

• Dilution risk for shareholders due to the issuance of new shares.
• Company will not receive proceeds from the selling stockholders.

PORTLAND, Tenn., Nov. 30, 2022 (GLOBE NEWSWIRE) -- 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

FAQ

What is the recent stock offering by Shoals Technologies Group (SHLS)?

Shoals Technologies Group announced an underwritten public offering of 20 million shares of its Class A common stock, with 2 million shares from the Company and 18 million from selling stockholders.

How will the proceeds from the Shoals Technologies stock offering be used?

The proceeds will be used to fund a $58.1 million termination consideration related to the Tax Receivable Agreement.

Who are the underwriters for the Shoals Technologies Group offering?

J.P. Morgan, Guggenheim Securities, and Morgan Stanley are acting as joint book-running managers for the offering.

What is the impact of the stock offering on Shoals Technologies Group shareholders?

The offering poses a dilution risk for existing shareholders since new shares are being issued.

What does the Tax Receivable Agreement termination mean for Shoals Technologies Group?

Terminating the Tax Receivable Agreement may simplify the Company's financial obligations, but involves a $58.1 million cash payment.