Shoals Technologies Group, Inc. (SHLS) Prices Upsized 26M Share Offering at $22.25

Shoals Technologies Group, Inc. (Nasdaq: SHLS) 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, 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.

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