0000899243-21-003853.txt : 20210201 0000899243-21-003853.hdr.sgml : 20210201 20210201163754 ACCESSION NUMBER: 0000899243-21-003853 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210129 FILED AS OF DATE: 20210201 DATE AS OF CHANGE: 20210201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Solon Holdco III, LLC CENTRAL INDEX KEY: 0001839671 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39942 FILM NUMBER: 21577209 BUSINESS ADDRESS: STREET 1: 1400 SHOALS WAY CITY: PORTLAND STATE: TN ZIP: 37148 BUSINESS PHONE: 615-451-1400 MAIL ADDRESS: STREET 1: 1400 SHOALS WAY CITY: PORTLAND STATE: TN ZIP: 37148 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Solon Holdco I, GP CENTRAL INDEX KEY: 0001839700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39942 FILM NUMBER: 21577210 BUSINESS ADDRESS: STREET 1: 1400 SHOALS WAY CITY: PORTLAND STATE: TN ZIP: 37148 BUSINESS PHONE: 615-451-1400 MAIL ADDRESS: STREET 1: 1400 SHOALS WAY CITY: PORTLAND STATE: TN ZIP: 37148 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Solon Holdco II, GP CENTRAL INDEX KEY: 0001839696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39942 FILM NUMBER: 21577211 BUSINESS ADDRESS: STREET 1: 1400 SHOALS WAY CITY: PORTLAND STATE: TN ZIP: 37148 BUSINESS PHONE: 615-451-1400 MAIL ADDRESS: STREET 1: 1400 SHOALS WAY CITY: PORTLAND STATE: TN ZIP: 37148 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Shoals Technologies Group, Inc. CENTRAL INDEX KEY: 0001831651 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1400 SHOALS WAY CITY: PORTLAND STATE: TN ZIP: 37148 BUSINESS PHONE: 615-451-1400 MAIL ADDRESS: STREET 1: 1400 SHOALS WAY CITY: PORTLAND STATE: TN ZIP: 37148 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-01-29 0 0001831651 Shoals Technologies Group, Inc. SHLS 0001839671 Solon Holdco III, LLC 1400 SHOALS WAY PORTLAND TN 37148 0 0 1 0 0001839700 Solon Holdco I, GP 1400 SHOALS WAY PORTLAND TN 37148 0 0 1 0 0001839696 Solon Holdco II, GP 1400 SHOALS WAY PORTLAND TN 37148 0 0 1 0 Class B Common Stock, par value $0.00001 per share 68314792 I See Footnotes Common Units Class A Common Stock 68314792 I See Footnotes This Form 3 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Solon Holdco I, GP ("Holdco I"); (ii) Solon Holdco II, GP ("Holdco II") and (iii) Solon Holdco III, LLC ("Holdco III"). In the reorganization transactions (the "Reorganization Transactions") in connection with the closing of the initial public offering (the "IPO") of Shoals Technologies Group, Inc. (the "Issuer"), shares of Class B Common Stock ("Class B Common Stock") of the Issuer were issued to certain holders of common units ("Common Units") in Shoals Parent LLC ("Parent"), equal to the number of Common Units held by such holders, for nominal consideration. Upon the consummation of the Reorganization Transactions, (i) Dean Solon directly holds 683,148 Common Units in Parent and an equal number of shares of Class B Common Stock, (ii) Holdco I directly holds 22,543,881 Common Units in Parent and an equal number of shares of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III, and (iii) Holdco II directly holds 45,087,763 Common Units and an equal number of shares of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III. Holdco III is fully owned by Dean Solon. Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 3. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, Dean Solon, Holdco I and Holdco II may, subject to certain exceptions, from time to time at each of their options require Parent to redeem all or a portion of their Common Units (together with an equal number of shares of Class B Common Stock) in exchange for, at the Issuer's election (determined solely by a majority of the Issuer's directors who are disinterested), newly issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to a volume-weighted average market price of one share of Class A Common Stock for each Common Unit so redeemed. Exhibit 24: Power of Attorney. /s/ Mehgan Peetz, as Attorney-in-Fact for Solon Holdco III, LLC 2021-02-01 /s/ Mehgan Peetz, as Attorney-in-Fact for Solon Holdco I, GP 2021-02-01 /s/ Mehgan Peetz, as Attorney-in-Fact for Solon Holdco II, GP 2021-02-01 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby makes,
constitutes and appoints Mehgan Peetz, Philip Garton and Jason Whitaker, signing
singly, the undersigned's true and lawful attorneys-in-fact, with full power and
authority as hereinafter described on behalf of and in the name, place and stead
of the undersigned to: (i) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director, director nominee, officer or beneficial
owner of shares of common stock (the "Shares") of Shoals Technologies Group,
Inc., a Delaware corporation (the "Company"), any Schedule 13D or Schedule 13G,
and any amendments, supplements or exhibits thereto (including any joint filing
agreements) required to be filed by the undersigned under Section 13 of the
Securities  Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the "Exchange Act"), and any Forms 3, 4, and  5 and any
amendments, supplements or exhibits thereto required to be filed by the
undersigned under Section 16(a) of the Exchange Act; (ii) do and perform any and
all acts for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3,
4, or 5 and timely file such forms with the United States Securities and
Exchange Commission and any stock exchange on which the Shares are then listed;
and (iii) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorneys-in- fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorneys- in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorneys-in- fact may approve
in such attorneys-in- fact's discretion.

        Each of the undersigned hereby grants to such attorneys-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorneys-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. Each of the undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's responsibilities
to comply with Section 13 and Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                       * * * * *

        IN WITNESS WHEREOF, each of the undersigned has caused this Power of
Attorney to be executed as of this 1st day of February, 2021.

                                        Solon Holdco I, GP

                                        By:   /s/ Dean Solon
                                              ----------------------------------
                                        Name: Dean Solon
                                        Its: Managing Partner

                                        Solon Holdco II, GP

                                        By:   /s/ Dean Solon
                                              ----------------------------------
                                        Name: Dean Solon
                                        Its: Managing Partner

                                        Solon Holdco III, LLC

                                        By:   /s/ Dean Solon
                                              ----------------------------------
                                        Name: Dean Solon
                                        Its: Manager