Shoals closes ~30M share offering, terminates Tax Receivable Agreement for $58.1M cash

Item 1.01 Entry into a Material Definitive Agreement. On December 6, 2022, Shoals Technologies Group, Inc. (the “ Company ”) entered into an amendment (the “ LLCA Amendment ”) to the Third Amended and Restated Limited Liability Company Agreement, dated as of January 29, 2021 (as amended or otherwise modified from time to time, the “ LLC Agreement ”) of Shoals Parent LLC, a subsidiary of the Company (“ Shoals Parent ”), by and among Shoals Parent, the Company and the other members party thereto, including Dean Solon and certain of his affiliates (the “ Solon Group ”), pursuant to which the parties agreed to, among other things, make certain changes to the LLC Agreement upon the Solon Group’s beneficial ownership of common stock falling below 10% of the total voting power for a specified period of time, 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 Shoals Paren

Item 1.02 Termination of a Material Definitive Agreement. As previously announced, on November 29, 2022, the Company entered into an amendment (the “ TRA Amendment ”) to its Tax Receivable Agreement, dated as of January 29, 2021 (as amended or otherwise modified from time to time, the “ Tax Receivable Agreement ”), pursuant to which the parties thereto agreed to grant the Company a right to terminate the Tax Receivable Agreement until December 31, 2022 (the “ TRA Termination Right ”) in exchange for a termination consideration of $58.1 million payable in cash (the “ TRA Termination Consideration ”). On November 29, 2022, the Company exercised its TRA Termination Right, and the Tax Receivable Agreement was terminated on December 6, 2022.