ARRAY Technologies agrees to merge with Shoals in all‑stock deal
Shoals holders would receive 1.6931 ARRAY shares per share and own about 65% of the combined company, with closing targeted for early 2027.
Ines Halvorsen
A first-quarter 2027 closing is targeted under a stock-for-stock merger announced on Wednesday by ARRAY Technologies, Inc. NASDAQARRY and Shoals Technologies Group, Inc. NASDAQSHLS. Under their Nov. 4 announcement, Shoals holders would receive 1.6931 ARRAY shares for each share held. ARRAY would be the legal acquirer and corporate parent.
Shoals shareholders would own approximately 65 per cent of the combined company's basic shares, leaving ARRAY holders with approximately 35 per cent. On a fully diluted basis, the split would be 64.5 per cent and 35.5 per cent, respectively. The fixed exchange ratio gives Shoals holders shares whose market value will move with ARRAY's price.
ARRAY also committed to redeem US$317.5 million of preferred stock in connection with the transaction, according to the Nov. 4 release. That cash obligation accompanies a share exchange combining ARRAY's solar trackers and fixed-tilt mounting systems with Shoals' electrical infrastructure for utility-scale solar and battery storage.
ARRAY shares rose 24.1 per cent to US$5.76 on Nasdaq at 9:35 a.m. EST on Wednesday NASDAQARRY. Shoals shares gained 13.1 per cent to US$9.58 at 9:34 a.m. EST on Wednesday NASDAQSHLS.
The companies' preliminary, indicative forecast puts combined 2027 revenue at US$2.2 billion to US$2.4 billion, according to the joint release. They estimate adjusted earnings before interest, taxes, depreciation and amortization at US$410 million to US$480 million, including first-year synergies. These are projections for the combined business, rather than reported results.
Management expects annual incremental adjusted EBITDA synergies exceeding US$100 million within three years after closing. The first-year targets include approximately US$20 million in annualized cost savings and US$15 million in annualized cross-selling benefits, according to the Nov. 4 announcement.
The Nov. 4 release also identifies approximately US$1.6 billion of Shoals tax amortization and US$237 million of net operating losses that management expects to reduce future cash tax obligations.
Combined Hardware Would Share Purchasing And Warranty Support
The proposed business would offer coordinated purchasing, unified design packages and integrated warranty support across structural and electrical equipment. The companies say greater integration over time would reduce installation costs and long-term maintenance requirements.
“Although structural and electrical systems must operate seamlessly together in the field, they have historically been designed and sourced through separate channels,” ARRAY chief executive Kevin Hostetler said in the release.
The electrical offering would sit alongside foundations, trackers, fixed-tilt racking and wire management. The companies also identify battery storage and data-centre infrastructure as areas for expansion, extending the proposed business beyond its utility-scale solar base.
Read more: Eaton raises 2026 growth outlook as electrical backlog climbs 46 per cent
The preferred-stock schedule creates obligations beyond the closing quarter. ARRAY's Nov. 4 announcement calls for US$161.3 million to be redeemed within 90 days after the merger closes. Further redemptions would follow in 2028, 2029 and 2030, with each instalment at least US$52 million.
The companies expect no other required refinancing or redemption of ARRAY's outstanding debt or preferred securities as part of the transaction. Shareholder and regulatory approvals remain conditions to the announced first-quarter 2027 closing target.
