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ARRAY-Shoals Merger Creates $2.4B Solar Platform, 65% Shoals Hold

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Fazen Markets

Source: SEC EDGAR

Written by AI from a primary source ·

array-technologiesshoals-technologiessolar-mergerenergy-infrastructureutility-scale-solar
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Key Takeaways

  • 1ARRAY and Shoals are betting that combining structural and electrical solar hardware captures cross-selling revenue from the roughly 80% of projects that use only one.

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ARRAY Technologies (Nasdaq: ARRY) and Shoals Technologies Group (Nasdaq: SHLS) announced on 4 November 2026 a definitive stock-for-stock merger agreement that creates an integrated energy infrastructure platform spanning solar and battery storage. Shoals shareholders will receive a fixed ratio of 1.6931 ARRAY shares per Shoals share, and are expected to hold approximately 65% of the combined company's basic shares outstanding, or 64.5% fully diluted. ARRAY will serve as legal acquirer, with the combined entity targeting pro forma 2027 revenue of $2.2 billion to $2.4 billion.

Context — why the solar supply chain is consolidating now

ARRAY supplies structural balance-of-system products, the foundations, trackers and racking that hold solar panels in place. Shoals manufactures electrical balance-of-system hardware, the wiring, cable management and power delivery systems that move the current those panels generate. The companies frame the deal as the first combination of the two categories under one roof.

The strategic logic rests on a gap the companies describe themselves. Structural and electrical systems have to operate together in the field, yet the two firms say they have historically been designed and sourced through separate channels. Merging removes an interface layer that sits between the two product categories on every utility-scale project.

The cross-selling case is the most concrete catalyst. The companies estimate that only about 20% of projects they served across 2025 and 2026 used products from both, based on project-level matching from January 2025 to September 2026. That leaves roughly 80% of combined project exposure as addressable revenue the two firms have not yet captured together.

Both boards approved the transaction unanimously, with Brad Forth, who chairs both boards, recusing himself from consideration and the vote. Closing is expected in the first quarter of 2027, subject to shareholder votes at both companies, regulatory clearances, and Nasdaq authorization for the combined company's shares.

The combined company intends to adopt a new corporate name and ticker symbol, which it says will be announced in the coming months. Leadership passes to Shoals chief executive Brandon Moss, while ARRAY's Kevin Hostetler becomes a special advisor.

Data — the numbers behind the combination

The headline figures are the pro forma 2027 outlook and the ownership split. The combined company estimates revenue of $2.2 billion to $2.4 billion and Adjusted EBITDA of $410 million to $480 million for full-year 2027, including year-one synergies. Those ranges are described as preliminary and indicative, developed by reference to each company's separately prepared projections.

Synergies arrive in two stages. Year-one cost savings are expected to deliver roughly $20 million of incremental run-rate Adjusted EBITDA, with cross-selling adding about $15 million. Beyond that, the companies expect more than $100 million of annual Adjusted EBITDA synergies within three years of closing, drawn from overhead efficiencies, selling expense, procurement and operational improvements.

MetricEstimated at 31 Dec 2026
Basic shares outstanding439.5 million
Diluted shares outstanding442.1 million
Net debt$873.3 million
Preferred liquidation preference$348.7 million

The balance sheet carries two tax assets. Shoals brings approximately $1.6 billion of tax amortization and $237 million of net operating losses, which the companies expect to limit cash tax obligations for several years. Pro forma net debt to Adjusted EBITDA is projected at 2.6x at year-end 2026, falling below 2x by year-end 2027.

Analysis — what the merger means for solar and storage markets

The combined entity would sit across two layers of the utility-scale solar supply chain, giving it pricing use on bundled design packages that neither company holds alone. That matters for developers weighing total installed cost, because installation labor and interface complexity are where structural and electrical components overlap. The companies argue integration reduces both.

The battery storage and data center angles are the growth story. Shoals already manufactures electrical infrastructure for battery storage and data center power systems, and the combined company names both as adjacencies it intends to pursue. Data center power demand has become a distinct procurement category, and a vendor selling both structural and electrical systems can bid on a broader scope of work.

The clearest risk is execution. Announced merger synergies frequently slip, and the $100 million annual target sits three years out, well beyond the year-one $35 million the companies quantify with more confidence. Shareholder votes at both ARRAY and Shoals must clear, and any proxy opposition could extend or derail the timeline.

A second consideration is the preferred stock overhang. ARRAY will redeem $317.5 million of its Series A Perpetual Preferred Stock, with $161.3 million due within 90 days of closing at 93% of liquidation preference and $156.3 million payable in three installments of at least $52 million each in 2028, 2029 and 2030. The companies say this cuts cash distributions by nearly $100 million over five years.

Positioning into the deal centers on the exchange ratio. Shoals holders receive a fixed 1.6931 ARRAY shares, so Shoals' trading price will track ARRAY's stock plus or minus deal-completion risk until the vote.

Outlook — what to watch before the Q1 2027 close

Three catalysts define the path. First, the proxy materials, which the companies expect to file with the SEC by year-end and which will carry additional financial detail. Second, shareholder votes at both ARRAY and Shoals, required for completion. Third, regulatory approvals and Nasdaq listing authorization for the new entity.

Investors should watch the net debt to Adjusted EBITDA trajectory. Management guides 2.6x at year-end 2026 and under 2x by year-end 2027, and any deviation in the interim would pressure the deleveraging narrative. The $161.3 million initial preferred redemption, due within 90 days of closing, is the first hard cash milestone.

On the revenue side, the cross-selling metric is the one to track. Only about 20% of 2025-2026 projects used both companies' products, so any disclosed improvement in that figure would validate the commercial thesis. The new corporate name and ticker announcement, expected in the coming months, will also mark the deal's progression.

Frequently Asked Questions

What does the ARRAY-Shoals merger mean for retail investors holding SHLS?

Shoals shareholders receive a fixed 1.6931 ARRAY shares for each Shoals share, so their position converts into ARRAY equity at closing rather than cash. After the deal, former Shoals holders are expected to own roughly 65% of the combined company's basic shares, meaning the majority of the merged entity's economics sit with Shoals' existing investor base.

What happens to ARRAY's preferred stock after the merger?

ARRAY committed to redeem $317.5 million of its Series A Perpetual Preferred Stock. The initial $161.3 million redemption, at 93% of liquidation preference, is due within 90 days of closing. The remaining $156.3 million is payable in three installments of at least $52 million each in 2028, 2029 and 2030, at 96% of liquidation preference.

Why are the 2027 revenue and EBITDA figures described as preliminary?

The companies state these ranges were developed by reference to each company's separately prepared projections and are not the projections relied upon by either board or its financial advisor in evaluating the transaction. No independent auditor has examined them, and the companies warn actual results may differ materially.

Bottom Line

ARRAY and Shoals are betting that combining structural and electrical solar hardware captures cross-selling revenue from the roughly 80% of projects that use only one.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. CFD trading carries high risk of capital loss.

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CFDs are complex instruments and come with a high risk of losing money rapidly due to leverage. You should consider whether you understand how CFDs work and whether you can afford to take the high risk of losing your money.

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