The Tip Desk

Earnings

ARRAY to Merge with Shoals in All-Stock Combination

Shoals shareholders are expected to own about 65% of the combined energy-infrastructure platform, with pro forma 2027 revenue of $2.2 billion to $2.4 billion.

ARRAY Technologies (ARRY) and Shoals Technologies Group, Inc. (SHLS) entered a definitive agreement to combine in a stock-for-stock merger that would create an integrated energy-infrastructure platform spanning structural and electrical balance-of-system products for utility-scale solar and battery storage.

Under the merger agreement, ARRAY is the legal acquirer. Shoals shareholders will receive a fixed exchange ratio of 1.6931 ARRAY shares for each Shoals share. Immediately after closing, Shoals shareholders are expected to own approximately 65% of the combined company’s basic shares outstanding, or 64.5% on a fully diluted basis, with ARRAY shareholders holding the remaining roughly 35%.

The two companies said the combination is expected to build a stronger, more diversified platform with greater scale, an enhanced global footprint and broader customer reach. The transaction brings together foundations, trackers, fixed-tilt racking, electrical infrastructure, wire management and power-delivery systems, which the companies said have historically been designed and sourced through separate channels.

“Although structural and electrical systems must operate seamlessly together in the field, they have historically been designed and sourced through separate channels. This combination changes that. Together, we expect to deliver a differentiated, technically integrated and interoperable platform that simplifies project execution, enhances project economics and accelerates innovation for customers,” said Kevin Hostetler, Chief Executive Officer of ARRAY.

Brandon Moss, Shoals’ chief executive, will lead the combined company. Hostetler will serve as special advisor. Brad Forth, who chairs both boards, will chair the combined board, which is expected to have ten directors. The companies said they intend to announce a new corporate name and ticker in coming months.

The combined company is estimated to generate preliminary, indicative pro forma full-year 2027 revenue of $2.2 billion to $2.4 billion and Adjusted EBITDA of $410 million to $480 million, including year-one synergies. Identified commercial and cost savings are expected to generate more than $100 million of incremental Adjusted EBITDA synergies annually within three years after closing. Year-one cost synergies are expected to add about $20 million of incremental run-rate Adjusted EBITDA, and year-one cross-selling synergies about $15 million.

Only about 20% of projects served by ARRAY and Shoals in 2025 and 2026 used products from both companies, the companies said, which they described as a cross-selling opportunity. Together the firms said they have delivered more than 250 gigawatts of projects.

In connection with the deal, ARRAY will commit to redeem $317.5 million of Series A perpetual preferred stock: $161.3 million within 90 days after closing and the remaining $156.3 million in three installments of not less than $52 million each in 2028, 2029 and 2030. The companies said the mandatory redemptions are expected to reduce cash distributions by nearly $100 million over the next five years. Pro forma, the combined company expects net debt to Adjusted EBITDA of 2.6 times as of year-end 2026 and less than 2 times by year-end 2027.

More on ARRY

Array Technologies, Inc. — all coverage and financials

More on SHLS

Shoals Technologies Group, Inc. — all coverage and financials