Sec Form 13D Filing - Solon Dean filing for Shoals Technologies Group Inc. (SHLS) - 2022-12-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Shoals Technologies Group, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

82489W107

(CUSIP Number)

David Cox

Legal Representative

150 Third Avenue South, Suite 2800

Nashville, TN 37201

(615) 742-6299

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 6, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box   ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The ownership calculation is based on the aggregate number of LLC Interests and an equal number of shares of Class B Common Stock held by the Reporting Persons, which pursuant to Rule 13d-3 of the Act is treated as converted into Common Stock only for purposes of computing the percentage ownership of the Reporting Persons. All percentages calculated in this Schedule 13D are based upon an aggregate of 135,904,663 shares of Common Stock issued and outstanding as disclosed in the Issuer’s final prospectus (the “Final Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on December 5, 2022 in connection with the 2022 Offering (as defined below).

The ownership calculation is based on the aggregate number of LLC Interests and an equal number of shares of Class B Common Stock held by the Reporting Persons, which pursuant to Rule 13d-3 of the Act is treated as converted into Common Stock only for purposes of computing the percentage ownership of the Reporting Persons. All percentages calculated in this Schedule 13D are based upon an aggregate of 135,904,663 shares of Common Stock issued and outstanding as disclosed in the Final Prospectus.

The ownership calculation is based on the aggregate number of LLC Interests and an equal number of shares of Class B Common Stock held by the Reporting Persons, which pursuant to Rule 13d-3 of the Act is treated as converted into Common Stock only for purposes of computing the percentage ownership of the Reporting Persons. All percentages calculated in this Schedule 13D are based upon an aggregate of 135,904,663 shares of Common Stock issued and outstanding as disclosed in the Final Prospectus.

The ownership calculation is based on the aggregate number of LLC Interests and an equal number of shares of Class B Common Stock held by the Reporting Persons, which pursuant to Rule 13d-3 of the Act is treated as converted into Common Stock only for purposes of computing the percentage ownership of the Reporting Persons. All percentages calculated in this Schedule 13D are based upon an aggregate of 135,904,663 shares of Common Stock issued and outstanding as disclosed in the Final Prospectus.

This Amendment No. 3 (“Amendment”) amends and supplements the statement on Schedule 13D, as previously amended (collectively, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, this “Schedule 13D”) related to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

This Amendment amends and restates the first sentence of the last paragraph of Item 1 of the Original Schedule 13D in its entirety as set forth below:

As of December 6, 2022, as reflected in this Schedule 13D, the Reporting Persons (as hereinafter defined) beneficially owned that number of shares of Common Stock set forth on the cover pages hereto, which information is hereby incorporated by reference into this Item 1.

This Amendment amends and restates Item 2 of the Schedule 13D in its entirety as set forth below:

This Schedule 13D is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement filed as Exhibit 1 to the Original Schedule 13D and incorporated herein by reference:

The business address of each of the Reporting Persons is 1400 Shoals Way, Portland, Tennessee 37148. The Founder founded the Issuer in 1996. He continues to be a significant shareholder of the Issuer. Holdco I, Holdco II and Holdco III (the “Solon Entities”) act as holding companies of economic interests in the Issuer.

The Solon Entities are beneficially owned by the Founder. Holdco I is controlled by its manager, the Founder, and Holdco III. Holdco II is controlled by its manager, the Founder, and Holdco III. Holdco III is fully owned by the Founder.

This Amendment amends and restates Item 5 of the Schedule 13D in its entirety as set forth below:

(a)-(b) The responses of the Reporting Persons to Rows (7) through (13) of the cover page of this Schedule 13D, as of the date hereof are incorporated herein by reference.

The Reporting Persons, through the Founder, Holdco I and Holdco II, as parties to the Stockholders’ Agreement, may be deemed part of a “group” within the meaning of Section 13(d)(3) of the Act. Accordingly, such group collectively may beneficially own 20.8% of the Common Stock issued and outstanding, based on the aggregate number of LLC Interests and an equal number of shares of Class B Common Stock held by the Reporting Persons, which pursuant to Rule 13d-3 of the Act is treated as converted into Common Stock only for purposes of computing the percentage ownership of the Reporting Persons. All percentages calculated in this Schedule 13D are based upon an aggregate of 135,904,663 shares of Common Stock issued and outstanding as disclosed in the Final Prospectus.

The Reporting Persons have the shared power to vote or direct the vote, and the shared power to dispose or to direct the disposition of all (i) 28,176,897 shares of Class B Common Stock, and (ii) 62,500 shares of Class A Common Stock described in the cover page of this Schedule 13D.

(c) Except as disclosed in Item 6 of this Schedule 13D (which is incorporated herein by reference), and as reported on the Form 4 jointly filed by the Reporting Persons with the SEC on December 5, 2022, none of the Reporting Persons effected any transaction in Class B Common Stock in the past 60 days.

(d) No person, other than the Reporting Persons, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Class B Common Stock beneficially owned by the Reporting Persons.

(e) Inapplicable.

This Amendment adds the text set forth below immediately after the final paragraph under the subheading “Follow-on Offering” in Item 6 of the Original Schedule 13D:

Amendment No. 1 to the LLC Agreement

On December 6, 2022, the parties to the LLC Agreement including Founder, Holdco I and Holdco II entered into an amendment (the “LLCA Amendment”) to the LLC Agreement pursuant to which the parties agreed to, among other things, make certain changes to the LLC Agreement upon the Solon Holders’ (as defined in the LLCA Amendment) beneficial ownership of Common Stock falling below 10% of the total voting power, including by providing that, upon the occurrence of such ownership event, the distribution tax rate used to determine the amount of tax distributions to be made to members of Parent will be based on the highest effective income marginal tax rate applicable to a corporation organized under the laws of the State of Delaware instead of the highest effective marginal income tax rate applicable to corporate or individual taxpayers (whichever is higher) that may potentially apply to any member of Parent.

The foregoing description of the LLCA Amendment is a summary only and is qualified in its entirety by the actual terms of the LLCA Amendment, a copy of which is filed as Exhibit 3 to this Schedule 13D.

2022 Offering

On December 1, 2022, Founder, Holdco I and Holdco II, as selling stockholders, entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Issuer, Parent, Founder, Holdco I, Holdco II, and J.P. Morgan Securities LLC and Guggenheim Securities, LLC, as representatives of the several underwriters (the “Underwriters”), relating to the public offering of 2,000,000 shares of Common Stock by the Issuer and an aggregate 24,000,000 shares of Common Stock by Founder, Holdco I and Holdco II (collectively, the “2022 Offering”). The Underwriting Agreement contains customary representations, warranties, covenants and indemnification obligations of Founder, Holdco I and Holdco II, as well as other customary provisions. Pursuant to the Underwriting Agreement, Holdco I and Holdco II granted the Underwriters an overallotment option (the “Overallotment Option”) to purchase up to an additional 3,900,000 shares of Common Stock. On December 2, 2022, the Underwriters exercised the Overallotment Option in full.

The 2022 Offering was made pursuant to the Issuer’s automatic shelf registration statement on Form S-3 (File No.&# xA0;333-268610) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on November 30, 2022, and a related prospectus supplement dated December 1, 2022. The 2022 Offering, together with the Overallotment Option, closed on December 6, 2022.

In connection with the 2022 Offering, Founder, Holdco I and Holdco II entered into lock-up agreements, copies of which are filed as Exhibits 4, 5 and 6 to this Schedule 13D (the “2022 Lock-Up Agreements”), respectively, with the Underwriters pursuant to which Founder, Holdco I and Holdco II, subject to certain exceptions, for a period of 90 days after the date of the Final Prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC and Guggenheim Securities, LLC, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of Common Stock, or any common units of Parent, or any options or warrants to purchase any shares of Common Stock or common units of Parent, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or any common units of Parent (such options, warrants or other securities, collectively, “Derivative Instruments”), including without limitation any such shares, units or Derivative Instruments now owned or hereafter acquired by Founder, Holdco I or Holdco II (collectively, the “2022 Lock-Up Securities”), (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of the 2022 Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above.

The description of the 2022 Lock-Up Agreements in this Item 6 of this Schedule 13D is a summary only and is qualified in its entirety by the actual terms of the 2022 Lock-Up Agreements, copies of which are filed as Exhibits 4, 5 and 6 to this Schedule 13D.

The following documents are filed as exhibits:

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 9, 2022