PORTLAND, Tenn., Dec. 01, 2022 (GLOBE NEWSWIRE) — 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 firstname.lastname@example.org; 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.
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.
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