Shoals Technologies to be Acquired by Platinum Equity

TL;DR

Shoals is being bought by Platinum Equity for $1.9B, deal expected Q3.

AI Summary

Shoals Technologies Group, Inc. announced on June 10, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Platinum Equity Advisors, LLC. The transaction is valued at approximately $1.9 billion. The acquisition is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by Platinum Equity signifies a major change in ownership for Shoals Technologies, potentially impacting its strategic direction and operations.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and there's always a risk of deals falling through or changes in terms.

Key Numbers

• $1.9B — Transaction Value (The total amount Platinum Equity is paying for Shoals Technologies.)

Key Players & Entities

• Shoals Technologies Group, Inc. (company) — Company being acquired
• Platinum Equity Advisors, LLC (company) — Acquiring entity
• $1.9 billion (dollar_amount) — Transaction valuation
• June 10, 2024 (date) — Date of definitive agreement
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.00001 — which registered Class A Common Stock, $0.00001 Par Value SHLS Nasdaq Global Market I
• $150.0 million — m providing for the repurchase of up to $150.0 million of the Company's outstanding shares of
• $25.0 million — eries LLC to repurchase an aggregate of $25.0 million of the Company's Common Stock. Under t
• $6.81 — the ASR, based on the closing price of $6.81 on June 10, 2024. The final number of

Filing Documents

• shls-20240610.htm (8-K) — 34KB
• pressrelease-acceleratedsh.htm (EX-99.1) — 12KB
• 0001831651-24-000066.txt ( ) — 173KB
• shls-20240610.xsd (EX-101.SCH) — 2KB
• shls-20240610_lab.xml (EX-101.LAB) — 21KB
• shls-20240610_pre.xml (EX-101.PRE) — 12KB
• shls-20240610_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. Share Repurchase Program On June 11, 2024, Shoals Technologies Group, Inc. (the "Company") announced that its Board of Directors approved a share repurchase program providing for the repurchase of up to $150.0 million of the Company's outstanding shares of its Class A common stock, $0.00001 par value (the "Common Stock") with an estimated completion date of December 31, 2025 (the "Repurchase Program"). Under the Repurchase Program, the Company is authorized to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions, accelerated share repurchases or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Repurchase Program does not obligate the Company to repurchase shares of Common Stock and the specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance metrics, market conditions, securities law limitations, and other factors. The repurchases will be made using cash on hand, free cash flow and borrowings under the Company's credit facilities. A copy of the press release announcing the approval of the Repurchase Program is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Accelerated Share Repurchase Agreement In connection with the Repurchase Program, on June 11, 2024, the Company entered into an accelerated share repurchase agreement (the "ASR") with Jefferies LLC to repurchase an aggregate of $25.0 million of the Company's Common Stock. Under the terms of the ASR, the Company will pay $25.0 million to Jefferies LLC on June 12, 2024, and receive 2,202,643 shares of Common Stock, representing approximately 60% of the notional amount of the ASR, based on the closing price of $6.81 on June 10, 2024. The final number of shares repurchased will be

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain forward-looking statements that are based on the Company's management's beliefs and assumptions and on information currently available to the Company's management. These forward-looking statements relate to, among other things, the total number of shares of Common Stock to be delivered at the final settlement of the ASR transaction, the estimated timing of the final settlement of the ASR transaction, and whether the Company will conduct any other repurchases and the expected timing of completion of the Company's Repurchase Program. 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 the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Some of the key factors that could cause actual results to differ from the Company's expectations include, among other things; the price of the Company's Class A common stock may decline or be subject to significant volatility; future sales, or the perception of future sales, by the Company in the public market which could cause the market price for the Company's Class A common stock to decline; the possibility that the Company may not be able to conduct repurchases under the Repurchase Program, other than the ASR; and unexpected or otherwise unplanned or alternative uses of the Company's cash resources. These and other important risk factors are described more fully in the Company's most recent Annual Report on Form 10-K and subsequent Quarterly R

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release issued by Shoals Technologies Group, Inc. dated June 11, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Shoals Technologies Group, Inc. By: /s/ Dominic Bardos Name: Dominic Bardos Title: Chief Financial Officer Date: June 11, 2024

View Full Filing

View this 8-K filing on SEC EDGAR