Array Technologies, Inc. (ARRY) announced it has entered into a definitive merger agreement to acquire Shoals Technologies Group, Inc. in an all-stock transaction. Following the merger, Shoals will operate as a wholly owned subsidiary of Array. The deal also includes significant changes to the combined company's leadership and board structure.
Key Details
- Merger Consideration: Each share of Shoals common stock will be converted into 1.6931 shares of Array common stock. The transaction is intended to qualify as a tax-free reorganization.
- Post-Closing Governance: Shoals' current CEO, Brandon Moss, will be appointed as CEO of the combined company. Array's current CEO, Kevin Hostetler, will step down. The new board will consist of ten directors, including four designees from each company, the new CEO, and Brad Forth as Chairman.
- Preferred Stock Redemption: In connection with the merger, Array has agreed to a mandatory redemption of $150 million of its Series A Perpetual Preferred Stock at 93% of its liquidation preference within 90 days of the closing.
- Termination Fees: The agreement includes a termination fee of $40.3 million payable by Array to Shoals, or a $22.2 million fee payable by Shoals to Array, under certain specified circumstances.