Shoals Technologies announces $150M share repurchase program

Shoals Technologies Group announced that its Board of Directors has authorized the repurchase of up to $150 million of the Company’s Class A common stock. The authorization is effective through December 31, 2025 and allows for repurchases to be made in the open market, privately-negotiated transactions, accelerated share repurchases or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended. Shoals anticipates that share repurchases made pursuant to the authorization will be funded through cash on hand, free cash flow and borrowings under the Company’s credit facilities. In connection with the share repurchase authorization, Shoals entered into an Accelerated Share Repurchase agreement with Jefferies LLC, to repurchase $25 million of the Company’s Class A common stock. Under the terms of the ASR, Shoals will receive an initial delivery of approximately 2,202,643 shares of Class A common stock, representing approximately 60% of the notional amount of the ASR, based on the closing price of $6.81 on June 10, 2024. The ultimate number of shares repurchased pursuant to the ASR will be based on the daily volume weighted average price per share of Shoals’ Class A common stock during the term of the ASR, less an agreed upon discount, and subject to adjustments related to the terms and conditions of the ASR. Upon final settlement of the ASR, under certain circumstances, each of the counterparties may be required to deliver additional shares of Class A Common Stock. The ASR is expected to be completed in the third quarter of 2024.