Organization and Business |
12 Months Ended |
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Dec. 31, 2023 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Organization and Business | Organization and Business Shoals Technologies Group, Inc. (the “Company”) was formed as a Delaware corporation on November 4, 2020 for the purpose of facilitating an initial public offering (“IPO”) and other related organizational transactions to carry on the business of Shoals Parent LLC and its subsidiaries (“Shoals Parent LLC”). Shoals Parent LLC was a Delaware limited liability company. The Company is headquartered in Portland, Tennessee and is a manufacturer of electrical balance of systems (“EBOS”) solutions and components for solar, battery storage and electric vehicle charging applications, selling to customers primarily in the United States as well as internationally. Initial Public Offering and Organizational Transactions On January 29, 2021, the Company completed an IPO of 11,550,000 shares of Class A common stock at a public offering price of $25.00 per share, including shares issued pursuant to the underwriters’ over-allotment option. The Company received $278.8 million in proceeds, net of underwriting discounts and commissions of $9.9 million, which was used to purchase 6,315,790 newly-issued membership interests (“LLC Interests”) from Shoals Parent LLC and 5,234,210 LLC Interests from Dean Solon, our founder (the “Founder”), and Class B unit holder in Shoals Parent LLC at a price per interest equal to the IPO price of $25.00 per share. In connection with the IPO, the Company and Shoals Parent LLC completed a series of transactions (the “Organizational Transactions”) including the following: •the limited liability company agreement (the “LLC Agreement”) of Shoals Parent LLC was amended and restated to, among other things, (i) provide for a new single class of LLC Interests in Shoals Parent LLC, (ii) exchange all of the then existing membership interests of the holders of Shoals Parent LLC membership interests for LLC Interests and (iii) appoint the Company as the sole managing member of Shoals Parent LLC; •the Company’s certificate of incorporation was amended and restated to, among other things, (i) provide for Class A common stock with voting and economic rights (ii) provide for Class B common stock with voting rights but no economic rights and (iii) issue 78,300,817 shares of Class B common stock to the former Class B and Class C members of Shoals Parent LLC (the “Continuing Equity Owners”) on a one-to-one basis with the number of LLC Interests they own; and •the acquisition, by merger, of Shoals Investment CTB or the former Class A member of Shoals Parent LLC (the “Class A Shoals Equity Owners”), for which the Company issued 81,977,751 shares Class A common stock as merger consideration (the “Merger”). Follow-On and Secondary Offerings On July 16, 2021, the Company completed a secondary offering consisting of 4,989,692 shares of Class A common stock offered by the selling stockholders and 10,402,086 shares of Class A common stock offered by the Company. The Company used the proceeds of the sale of Class A common stock to purchase an equal number of LLC Interests and Class B common stock from our founder and management. On December 6, 2022, the Company completed a secondary offering consisting of 27,900,000 shares of Class A common stock offered by the selling stockholders and 2,000,000 shares of Class A common stock offered by the Company. The Company used the proceeds of the sale of Class A common stock together with cash on hand, to make a payment of $58.0 million to terminate the Tax Receivable Agreement (“TRA”). See Note 18 - Payable Pursuant to the Tax Receivable Agreement. On March 10, 2023, the selling stockholders, which consisted of certain entities controlled by the Founder, completed a secondary offering consisting of 24,501,650 shares of Class A common stock. Following the closing of the secondary offering, the founder no longer owned any shares of our Class B common stock or LLC Interests. The Company did not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholders in this offering. Termination of Tax Receivable Agreement On November 29, 2022, the Company entered into an amendment to the TRA (the “TRA Amendment”), dated as of January 29, 2021, pursuant to which the parties thereto agreed to grant the Company a right to terminate the TRA until December 31, 2022 (the “TRA Termination Right”) in exchange for a termination consideration of $58.0 million, payable in cash. The Company exercised its TRA Termination Right, and the TRA was terminated on December 6, 2022. Entity Simplification In March 2023, following the secondary offerings described above, all Continuing Equity Owners, exchanged all the LLC Interests and corresponding shares of Class B common stock of the Company beneficially owned by them into shares of Class A common stock of the Company. As a result, upon effectiveness of such exchanges, and prior to the July 1, 2023 contribution described below, all of the LLC Interests in Shoals Parent LLC were held by the Company, no other holders own LLC Interests and no Class B common stock is outstanding. On July 1, 2023, the Company contributed 100% of its LLC Interests of Shoals Parent LLC to its wholly-owned subsidiary Shoals Intermediate Parent. Following the contribution, Shoals Parent LLC became a disregarded single member limited liability company, eliminating the umbrella-partnership C corporation structure (“Up-C structure”). Effective July 1, 2023, the Company owned 100% of Shoals Parent LLC together with its wholly-owned subsidiary, Shoals Intermediate Parent. Following the elimination of the Up-C structure, effective December 31, 2023, the Company consummated an internal reorganization transaction whereby certain of the Company’s wholly-owned subsidiaries merged with and into other subsidiaries. As part of this reorganization, Shoals Parent LLC merged with and into Shoals Intermediate Parent, with Shoals Intermediate Parent as the surviving corporation. As of December 31, 2023, Shoals Technologies Group, Inc. owns directly or indirectly four subsidiaries: Shoals Intermediate Parent, Shoals Technologies Group, LLC, Shoals International, LLC and Shoals Energy Spain, S.L.
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