Shoals Technologies Group, Inc. — Capital/Financing Update 2021

Jan 27, 2021

S-1MEF 1 d896415ds1mef.htm S-1MEF S-1MEF

As filed with the Securities and Exchange Commission on January 26, 2021

No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SHOALS TECHNOLOGIES GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	3674	85-3774438
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1400 Shoals Way

Portland, Tennessee 37148

(615) 451-1400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jason Whitaker

Chief Executive Officer

Shoals Technologies Group, Inc.

1400 Shoals Way

Portland, Tennessee 37148

(615) 451-1400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Joshua N. Korff, P.C. Michael Kim, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 Michael Kaplan Roshni Banker Cariello Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-251830

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

| Title of Each Class of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering
Price Per Unit | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee (2) |
| --- | --- | --- | --- | --- |
| Class A Common Stock, par value $0.00001 per share | 8,050,000 | $25.00 | $201,250,000 | $21,957 |

(1) Represents only the additional number of shares of Class A Common Stock being registered, and includes 1,050,000 additional shares of Class A Common Stock that the underwriters have the option to purchase. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-251830).

(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $1,851,500,000 on the Registration Statement on Form S-1, as amended (File No. 333-251830), which was declared effective by the Securities and Exchange Commission on January 26, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $201,250,000 are hereby registered.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act.

EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

Shoals Technologies Group, Inc., the registrant whose name appears on the cover of this registration statement, is a Delaware corporation. The registrant is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-251830) (the “Prior Registration Statement”), which the Commission declared effective on January 26, 2021.

The registrant is filing this registration statement for the sole purpose of increasing by 8,050,000 shares the number of shares of its Class A Common Stock, par value $0.00001 per share, to be registered for sale, 1,050,000 of which may be sold upon exercise of the underwriters’ option to purchase additional shares. The additional shares that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement, and all exhibits to the Prior Registration Statement, are hereby incorporated by reference into this registration statement.

The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.

EXHIBIT INDEX

ITEM 16. Exhibits

Exhibit Number	Document
5.1	Opinion of Kirkland & Ellis LLP
23.1	Consent of BDO USA, LLP, as to Shoals Technologies Group, Inc.
23.2	Consent of BDO USA, LLP, as to Shoals Parent LLC
23.3	Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)
24.1*	Power of Attorney (included in page II-5 of the Registration Statements on Form S-1 (File No. 333-251830) filed on December
30, 2020 and January 19, 2021 )

• Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Shoals Technologies Group, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Tennessee on January 26, 2021.

Shoals Technologies Group, Inc.
By:	/s/ Jason Whitaker

Name:	Jason Whitaker
Title:	Chief Executive Officer

---

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below.

Signature	Title	Date
/s/ Jason Whitaker	Chief Executive Officer and Director	January 26, 2021
Jason Whitaker	(principal executive officer)
/s/ Philip Garton	Chief Financial Officer	January 26, 2021
Philip Garton	(principal financial officer and principal accounting officer)
*	Director	January 26, 2021
Frank Cannova
*	Chairman of the Board of Directors	January 26, 2021
Brad Forth
*	Director	January 26, 2021
Peter Jonna
*	Director	January 26, 2021
Jason Lee
*	Director	January 26, 2021
Dean Solon
*	Director	January 26, 2021
Peter Wilver

* /s/ Philip Garton
Philip Garton
Attorney-in-Fact