Item 1.01. Entry into a Material Definitive Agreement.
In connection with the initial public offering by Shoals Technologies Group, Inc. (the “Company”) of its Class A common stock, $0.00001 par value per share (the “Class A Common Stock”), described in the Registration Statement on Form S-1 (File No. 333-251830), as amended (the “Registration Statement”), the Company entered into the following agreements:
| | • | | Registration Rights Agreement, dated January 29, 2021, by and among Shoals Technologies Group, Inc. and certain holders identified therein; a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein; |
| | • | | Tax Receivable Agreement, dated as of January 29, 2021, by and among Shoals Technologies Group, Inc., Shoals Parent LLC and the other parties thereto; a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein; |
| | • | | Stockholders’ Agreement, dated as of January 29, 2021, by and among Shoals Technologies Group, Inc., Oaktree Power Opportunities Fund IV (Delaware) Holdings, LP (“Oaktree”), Solon Holdco I, GP, Solon Holdco II, GP, Dean Solon and Shoals Management Holdings LLC, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein; and |
| | • | | Third Amended and Restated Limited Liability Company Agreement, dated as of January 29, 2021, by and among Shoals Parent LLC, Dean Solon and Shoals Management Holdings LLC, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein. |
The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described therein.
Item 3.02. Unregistered Sales of Equity Securities.
In connection with the consummation of the Company’s initial public offering of Class A Common Stock, the Company issued (i) to Oaktree 81,986,291 shares of Class A Common Stock as consideration in the merger of Shoals Investment CTB LLC, Oaktree’s wholly owned subsidiary, with the Company and (ii) to the existing holders of Shoals Parent LLC’s common units 78,292,277 shares of Class B common stock of the Company, par value $0.00001 per share (the “Class B Common Stock”). The information set forth under Item 5.03 below is incorporated by reference into this Item 3.02. The issuances in this paragraph were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 3.03. Material Modifications to Rights of Security Holders.
The description in Item 5.03 below of the Certificate of Incorporation and Bylaws (each as defined below) is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 28, 2021, the Company filed an Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware and the Company’s Amended and Restated Bylaws (the “Bylaws”) became effective on such date. The Certificate of Incorporation and the Bylaws are filed herewith as Exhibits 3.1 and 3.2 respectively, and are incorporated herein by reference. The descriptions and forms of the Certificate of Incorporation and Bylaws are substantially the same as the descriptions and forms set forth in and filed as exhibits to the Registration Statement.
