United States securities and exchange commission logo
December 9, 2020
Philip A. Garton
Chief Financial Officer
Shoals Technologies Group, Inc.
1400 Shoals Way
Portland, TN 37148
Re: Shoals Technologies
Group, Inc.
Draft Registration
Statement on Form S-1
Submitted November
12, 2020
CIK 0001831651
Dear Dr. Garton:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments we may ask you to provide us information so that we
may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe that our comments apply to your facts and
circumstances or do
not believe that an amendment is appropriate, please tell us why in your
response.
After reviewing the information that you provide in response to
these comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 submitted November 12, 2020
General
1. Please provide us
supplemental copies of all written communications as defined in Rule
405 under the
Securities Act that you or anyone authorized to do so on your behalf have
presented or expect to
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether
or not you retained or intend to retain copies of those
communications. Please
contact the legal staff associated with the review of this filing to
discuss how to submit
the materials, if any, to us for our review.
2. Please include updated
financial statements in your next amendment. Refer to Rule 3-12
of Regulation S-X.
Philip A. Garton
Shoals Technologies Group, Inc.
December 9, 2020
Page 2
Our certificate of incorporation will also provide that the Court of
Chancery...will be the
exclusive forum..., page 46
3. We note that your certificate of incorporation will identify the Court
of Chancery of the
State of Delaware as the exclusive forum for substantially all
disputes. Revise the
disclosure to make clear whether this provision applies to actions
arising under the
Securities Act or the Exchange Act. We note that Section 27 of the
Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
by the Exchange Act or its rules and regulations and Section 22 of the
Securities Act
creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce
any duty or liability created by the Securities Act or its rules and
regulations. If the
provision applies to Securities Act claims, revise the disclosure to
state that there is
uncertainty on whether a court would enforce the provision and that
investors cannot
waive compliance with the federal securities laws and their rules and
regulations. If this
provision does not apply to actions arising under the Securities Act
or the Exchange Act,
ensure that the exclusive forum provision in your certificate of
incorporation states this
clearly. Alternatively, tell us how you will inform investors in
future filings, including
any amendment to this draft registration statement, that the provision
does not apply to
any action arising under the Securities Act or the Exchange Act.
Cost of Revenue and Gross Profit, page 78
4. We note your reference to product warranty costs. Please disclose in
the notes to the
financial statements a description of the type(s) of warranties and
related obligations
provided in your contracts with customers pursuant to ASC
606-10-50-12e. Further,
please revise to include the disclosures required by ASC 460-10-50-8,
or explain to us
why you believe you are not required to do so.
Management's discussion and analysis of financial condition and results of
operations
Revenues, page 78
5. We note that you provide technical support for installations to your
customers. Please
expand your disclosure to describe how you recognize revenue for these
support services.
In your response, please tell us approximately how long after
installation is complete that
you provide support services and how you account for the revenue and
related costs for
those arrangements.
Business,
FirstNamepage 90
LastNamePhilip A. Garton
Comapany
6. NameShoals
Please Technologies
revise to provide Group,
a general Inc. of the development of your
business that
discussion
clarifies
December the Page
9, 2020 involvement
2 of Oaktree and Dean Solon.
FirstName LastName
Philip A. Garton
FirstName LastNamePhilip
Group,A. Garton
Shoals Technologies Inc.
Comapany9,
December NameShoals
2020 Technologies Group, Inc.
December
Page 3 9, 2020 Page 3
FirstName LastName
Principal and Selling Shareholders, page 107
7. Provide the disclosure required by Item 507 of Regulation S-K for the
selling
stockholder. Additionally, describe briefly how the selling
stockholder acquired the
securities being offered for resale.
8. Confirm that the selling stockholder is not a broker-dealer or an
affiliate of a broker-
dealer.
9. Identify the natural person or persons exercising voting or
dispositive control over the
securities beneficially owned by Oaktree Power Opportunities Fund IV
(Delaware)
Holdings, L.P. In addition, please add your founder to the table.
Certain Relationships and Related Party Transactions, page 108
10. Please file the Shoals Parent LLC Agreement as an exhibit to the
registration statement.
Where You Can Find Additional Information, page 136
11. We note the "not necessarily complete" language relating to any
contract or document
referred to in the prospectus. Revise the disclosure to clarify that
you have included the
material provisions of any contract or document referred to in the
prospectus.
Notes to the Consolidated Financial Statements
Summary of Significant Accounting Policies, page F-10
12. Please disclosure your accounting policy for research and development
costs. Please also
expand your MD&A disclosures to provide a narrative for your research
and development
expenses for each period presented.
13. We note from disclosures provided elsewhere in your filing that most
customers' orders
are customized and that you typically have 12 months or more of lead
time to engineer,
produce, and ship each order which you receive. Please describe for us
in further detail
the nature of the engineering and production activities involved in
your orders and
whether these represent pre-production costs incurred in connection
with supplying
products to your customers. As part of your response, please tell us
how the costs are
accounted for within your financial statements. If material, please
disclose your
accounting policy for pre-production within the notes to your
financial statements.
13. Geographical Information, page F-22
14. Please expand your disclose to include the factor(s) used to identify
your one operating
and reportable segment.
Philip A. Garton
FirstName LastNamePhilip
Group,A. Garton
Shoals Technologies Inc.
Comapany9,
December NameShoals
2020 Technologies Group, Inc.
December
Page 4 9, 2020 Page 4
FirstName LastName
You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or
Jean C. Yu,
Assistant Chief Accountant, at (202) 551-3305 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Erin M. Purnell, Senior Counsel, at (202) 551-3454 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Joshua N. Korff, P.C.