Joshua Korff, P.C. To Call Writer Directly: +1 212 446 4943 joshua.korff@kirkland.com | 601 Lexington Avenue New York, NY 10022 United States
+1 212 446 4800
www.kirkland.com | Facsimile: +1 212 446 4900
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January 14, 2021 |
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Erin M. Purnell and Jay Ingram
Re: | Shoals Technologies Group, Inc. |
Amendment No. 1 to Registration Statement on Form S-l |
Filed December 30, 2020 |
File No. 333-251830 |
On behalf of our client, Shoals Technologies Group, Inc. (the “Company”), we set forth below the Company’s response to the letter, dated January 12, 2021, containing the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Amendment No. 1 to Registration Statement on Form S-l filed by the Company on December 30, 2020 (the “Registration Statement”).
In order to facilitate your review, we have restated the Staff’s comments in this letter, and we have set forth the Company’s responses immediately below the Staff’s comments.
In addition, the Company has revised the Registration Statement in response to the Staff’s comments and is filing an amendment to the Registration Statement concurrently with this letter, which reflects the revisions and clarifies certain other information. The page numbers in the text of the Company’s responses correspond to the page numbers in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.
Securities and Exchange Commission
January 14, 2021
Page 2
Registration Statement on Form S-l
Prospectus Summary
Our Growth Strategy.... page 8
1. | Staff’s comment: We note your disclosure that some conventional homerun EBOS products installed in existing projects are failing prior to their expected life, and that EBOS failures pose significant safety risks. Please consider including disclosure in Risk Factors regarding the possible risks related to such failures, or explain to us why you have concluded that such disclosure is not warranted. |
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 37.
Executive Compensation, page 116
2. | Staff’s Comment: Please update your executive compensation disclosure to reflect the last completed fiscal year. Refer to Item 402(c) of Regulation S-K. |
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 116-120.
Securities and Exchange Commission
January 14, 2021
Page 3
We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact the undersigned by telephone at (212) 446-4943 or by email at jkorff@kirkland.com.
Sincerely,
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/s/ Joshua N. Korff Joshua N. Korff |
VIA E-MAIL
cc: | Erin M. Purnell |
Jay Ingram
Jean C. Yu
Charles Eastman
Securities and Exchange Commission
Jason Whitaker
Dr. Philip A. Garton
Shoals Technologies Group, Inc.
Michael Kim
Kirkland & Ellis LLP
Michael Kaplan
Roshni Banker Cariello
Davis Polk & Wardwell LLP