Mga Batayang Estadistika
LEI | 549300I6O29493834F54 |
CIK | 1730346 |
SEC Filings
SEC Filings (Chronological Order)
July 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 13, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fi |
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July 20, 2023 |
CHARAH SOLUTIONS, INC. July 13, 2023 TABLE OF CONTENTS Exhibit 3.2 CHARAH SOLUTIONS, INC. BYLAWS July 13, 2023 TABLE OF CONTENTS Page ARTICLE I MEETINGS OF STOCKHOLDERS 1 Section 1. Time and Place of Meetings 1 Section 2. Annual Meeting 1 Section 3. Special Meetings 1 Section 4. Notice of Meetings 1 Section 5. Quorum 2 Section 6. Voting 2 ARTICLE II DIRECTORS 3 Section 1. Powers 3 Section 2. Number and Term of Office 3 Section 3. Vacancies and New Dir |
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July 20, 2023 |
AMENDMENT NO. 3 to Term Loan Agreement Exhibit 1.1 Execution Version AMENDMENT NO. 3 to Term Loan Agreement This AMENDMENT NO. 3 to TERM LOAN AGREEMENT (this “Amendment”) dated as of July 13, is among Gibbons Creek Environmental Redevelopment Group, LLC, a Texas limited liability company (the “Borrower”), Charah Solutions, Inc., a Delaware corporation (“Charah Solutions”), Charah, LLC, a Kentucky limited liability company (“Charah LLC” |
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July 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38523 Charah Solutions, Inc. (Exact name of registrant as specified in |
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July 20, 2023 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CHARAH SOLUTIONS, INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHARAH SOLUTIONS, INC. Charah Solutions, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 30, 2018 under |
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July 17, 2023 |
CHRA / Charah Solutions Inc / Charah Holdings LP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* CHARAH SOLUTIONS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 15957P105 (CUSIP Number) Mark Spender| Bernhard Capital Partners 400 Convention Street, Suite 1010 Baton Rouge, LA, 70802 (225) 228-23 |
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July 13, 2023 |
As filed with the Securities and Exchange Commission on July 13, 2023 As filed with the Securities and Exchange Commission on July 13, 2023 Registration No. |
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July 13, 2023 |
As filed with the Securities and Exchange Commission on July 13, 2023 As filed with the Securities and Exchange Commission on July 13, 2023 Registration No. |
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July 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fi |
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July 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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July 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fil |
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July 3, 2023 |
JOINT FILING AGREEMENT JOINT FILING AGREEMENT EX-99.2 Exhibit “2” JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G, including all amendments thereto, with respect to the common stock, par value $0.01 per share, of Charah Solutions, Inc., and further agree that t |
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July 3, 2023 |
CHRA / Charah Solutions Inc / Klein Roger M. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Charah Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 15957P105 (CUSIP Number) April 19, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate th |
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July 3, 2023 |
EX-99.1 Exhibit “1” IDENTITY OF MEMBERS OF GROUP HCK Grandchildren 2022 Two-Year GRAT Krieger Charitable Trust Herbert Klein Robert Klein |
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June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38523 CHARAH SO |
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June 12, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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May 31, 2023 |
Exhibit 107 Exhibit Fee Table Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) CHARAH SOLUTIONS, INC. |
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May 31, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38523 CHARAH SOLUTIONS, INC. (Ex |
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May 31, 2023 |
List of Subsidiaries of Charah Solutions, Inc. Exhibit 21.1 Subsidiaries of Charah Solutions, Inc. Entity State or Other Jurisdiction of Incorporation or Organization Charah Sole Member LLC Delaware Charah, LLC Kentucky Ash Management Services, LLC Kentucky Green Meadow, LLC North Carolina Ash Venture LLC North Carolina CV Ash, LLC Texas Charah Management LLC Delaware SCB International Holdings, LLC Delaware Mercury Capture Intellectual Proper |
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May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-38523 (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on F |
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April 21, 2023 |
Exhibit 10.3 Execution Version SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of April 16, 2023 (the “Effective Date”) (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among AVON LAKE ENVIRONMENTAL REDEVELOPMENT GROUP, LLC, an Ohio limited liability company (“Avon”), CHESWICK LEFEVER LLC, a Pennsylva |
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April 21, 2023 |
CHRA / Charah Solutions Inc / Charah Holdings LP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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April 21, 2023 |
Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT, dated as of April 16, 2023 (the “Agreement”), among (a) Charah Holdings LP, a Delaware limited partnership, (b) BCP Energy Services Fund-A, LP, a Delaware limited partnership, (c) BCP Energy Services Fund, LP, a Delaware limited partnership, and (d) Charah Preferred Stock Aggregator, LP, a Delaware limit |
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April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F |
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April 21, 2023 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among ACQUISITION PARENT 0423 INC., ACQUISITION SUB APRIL 2023 INC. and CHARAH SOLUTIONS, INC. Dated as of April 16, 2023 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Interpretation; Construction 2 ARTICLE II THE MERGER Section 2.1 The Merger 4 Section 2.2 The Closing 4 Section 2.3 Effective Time 5 S |
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April 21, 2023 |
Exhibit 10.2 Execution Version AMENDMENT NO. 2 to Term Loan Agreement This AMENDMENT NO. 2 to TERM LOAN AGREEMENT (this “Amendment”) dated as of April 16, 2023 is among Gibbons Creek Environmental Redevelopment Group, LLC, a Texas limited liability company (the “Borrower”), Charah Solutions, Inc., a Delaware corporation (“Charah Solutions”), Charah, LLC, a Kentucky limited liability company (“Char |
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April 20, 2023 |
CHRA / Charah Solutions Inc / Titterton Lewis H jr - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED CHARAH SOLUTIONS, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 15957P303 (CUSIP Number) April 11, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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April 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Charah Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 par value (Title of Class of Securities) 15957P105 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818) 884-3737 ( |
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April 18, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Common Stock, par value $0. |
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April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F |
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April 17, 2023 |
Exhibit 99.1 CHARAH SOLUTIONS, INC. ENTERS DEFINITIVE AGREEMENT TO BE ACQUIRED BY SER CAPITAL PARTNERS FOR $6.00 PER COMMON SHARE Louisville, KY – April 17, 2023 – Charah Solutions, Inc. (OTC Pink: CHRA, the “Company” or “Charah Solutions”) today announced that it entered into a definitive agreement with SER Capital Partners (“SER”), a private investment firm exclusively focused on sustainable inv |
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April 3, 2023 |
Charah Solutions, Inc. Receives Notice From NYSE Regarding Continued Listing Standard Exhibit 99.1 Charah Solutions, Inc. Receives Notice From NYSE Regarding Continued Listing Standard Louisville, KY – April 3, 2023 – Charah Solutions, Inc. (the “Company”) today announced that the Company was notified by the New York Stock Exchange (“NYSE”) of its determination to commence proceedings to delist and suspend trading of the Company’s common stock and 8.5% Senior Notes due 2026 (the “N |
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April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fi |
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March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-38523 (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report o |
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March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F |
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March 22, 2023 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Charah, LLC, a Kentucky limited liability company (the “Company”), and Joe Skidmore (“Employee”) effective as of March 16, 2023 (the “Effective Date”). Charah Solutions, Inc., a Delaware corporation and parent of the Company (the “Parent”), enters into this Agreement for the limited pu |
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March 8, 2023 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* CHARAH SOLUTIONS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 15957P303 (CUSIP Number) FEBRUARY 28, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fi |
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February 13, 2023 |
CHRA / Charah Solutions Inc / NORTH RUN CAPITAL, LP - SC 13G/A Passive Investment SC 13G/A 1 d436337dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Charah Solutions, Inc. (Name of Issuer) Common Stock, $0.01 par |
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February 13, 2023 |
CHRA / Charah Solutions Inc / Portolan Capital Management, LLC - SC 13G/A Passive Investment SC 13G/A 1 tm236395d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. 4 )* Charah Solutions, Inc. (Name of Issuer) Common (Title of Class of Securities) 15957P303 (CUSIP Number) December |
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February 8, 2023 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* CHARAH SOLUTIONS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 15957P303 (CUSIP Number) DECEMBER 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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January 20, 2023 |
Charah Solutions, Inc. Receipt of Market Capitalization Notification Letter from NYSE Exhibit 99.1 Charah Solutions, Inc. Receipt of Market Capitalization Notification Letter from NYSE Louisville, KY – January 20, 2023 – Charah Solutions, Inc. (NYSE:CHRA) ("Charah Solutions" or the "Company"), a leading provider of environmental services and byproduct recycling to the power generation industry, received written notice from the New York Stock Exchange ("NYSE") that its total market |
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January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission |
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December 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 28, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissio |
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December 30, 2022 |
Charah Solutions, Inc. Completes Reverse Stock Split Exhibit 99.1 Charah Solutions, Inc. Completes Reverse Stock Split Louisville, KY ? December 28, 2022 ? Charah Solutions, Inc. (NYSE: CHRA) (?Charah Solutions? or the ?Company?), a leading provider of environmental services and byproduct recycling to the power generation industry, will effect a one-for-ten (1:10) reverse stock split of its common stock, par value $0.01 per share, effective at 5:00 |
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December 30, 2022 |
Charah Solutions, Inc. Receipt of Notification Letter from NYSE Exhibit 99.2 Charah Solutions, Inc. Receipt of Notification Letter from NYSE Louisville, KY ? December 30, 2022 ? Charah Solutions, Inc. (NYSE: CHRA) (?Charah Solutions? or the ?Company?), a leading provider of environmental services and byproduct recycling to the power generation industry, received written notice from the New York Stock Exchange (?NYSE?) that the average closing price of its comm |
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December 30, 2022 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHARAH SOLUTIONS, INC. Charah Solutions, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the ?DGCL?), hereby certifies as follows: 1. The original Certificate of Incorporation of the |
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December 8, 2022 |
DEF 14C 1 edge20006011x2def14c.htm DEF 14C TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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December 6, 2022 |
Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT 1. Parties. The parties to this Separation and Release Agreement (this ?Agreement?) are Roger Shannon, the Employee (for yourself, your family, beneficiaries and anyone acting for you) (?you?), and Charah, LLC and its parent, Charah Solutions, Inc. (collectively the ?Employer?). 2. End of Employment. Your employment with the Employer will end on Novemb |
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December 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission |
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November 23, 2022 |
CHRA / Charah Solutions Inc / Charah Holdings LP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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November 23, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? ? ? Preliminary Information Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ?? ? ? Definitiv |
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November 22, 2022 |
CHRA / Charah Solutions Inc / Portolan Capital Management, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d ?1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d?2. (Amendment No. 3)* Charah Solutions, Inc. (Name of Issuer) Common (Title of Class of Securities) 15957P105 (CUSIP Number) November 21, 2022 (Date of Event Which Requires Fil |
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November 18, 2022 |
CHRA / Charah Solutions Inc / Charah Holdings LP - SC 13D/A Activist Investment SC 13D/A 1 d612889dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* CHARAH SOLUTIONS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 15957P105 (CUSIP Number) Mark Spender Bernhard Capital Partners 400 Convention Street, Suite 1010 Baton Ro |
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November 16, 2022 |
Exhibit 4.1 AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT (this ?Amendment?), effective as of November 14, 2022, is by and among Charah Solutions, Inc., a Delaware corporation (the ?Company?), and each of the other parties listed on the signature pages hereto (the ?Holders? and, together with the Company, the ?Parties?). Capitalized but |
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November 16, 2022 |
Exhibit 10.2 AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment") is entered into as of November 14, 2022 by and among CHARAH SOLUTIONS, INC., a Delaware corporation ("Charah"), CHARAH, LLC, a Kentucky limited liability company and SCB INTERNATIONAL HOLDINGS, LLC, a Delaware limited liability company (such Persons together with Charah, each a "Borrower" a |
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November 16, 2022 |
Exhibit 99.1 Charah Solutions, Inc. Announces Third Quarter 2022 Results, Leadership Changes, Sale of $30 Million of Series B Preferred Stock and a Reverse Stock Split Louisville, KY ? November 14, 2022 ? Charah Solutions, Inc. (NYSE: CHRA), a leading provider of environmental services and byproduct recycling to the power generation industry, today announced financial results for the third quarter |
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November 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissio |
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November 16, 2022 |
Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES B PREFERRED STOCK OF CHARAH SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware: CHARAH SOLUTIONS, INC., a Delaware corporation, certifies that pursuant to the authority contained in Article IV of its Amended and Restated Certificate of Incorporation, and in accordance with the provisions of Section 151 o |
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November 16, 2022 |
Exhibit 10.1 SERIES B PREFERRED STOCK PURCHASE AGREEMENT between CHARAH SOLUTIONS, INC. and THE PURCHASER PARTY HERETO TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01 Definitions. 1 Section 1.02 Accounting Procedures and Interpretation. 6 Article II AGREEMENT TO SELL AND PURCHASE 6 Section 2.01 Purchase Price 6 Section 2.02 Closing. 6 Section 2.03 Conditions to the Obligations of the P |
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November 15, 2022 |
Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS This SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (“Agreement”) dated November 14, 2022 is entered into by and between Charah, LLC, a Kentucky limited liability company (the “Company”), and Scott Sewell (“Employee”). Charah Solutions, Inc., a Delaware corporation (“Charah Solutions”), enters into this Agreement for the purpose o |
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November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38523 CHARA |
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November 15, 2022 |
EX-10.2 3 brhc10044239ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 AMENDMENT NO. 1 to Term Loan Agreement This AMENDMENT NO.1 to TERM LOAN AGREEEMENT (this “Agreement”) dated as of October 28, 2022 (the “Effective Date”), is among Gibbons Creek Environmental Redevelopment Group, LLC, a Texas limited liability company (the “Borrower”), Charah Solutions, Inc., a Delaware corporation (“Charah Solutions”), Ch |
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November 15, 2022 |
Exhibit 99.1 Charah Solutions, Inc. Announces Third Quarter 2022 Results, Leadership Changes, Sale of $30 Million of Series B Preferred Stock and a Reverse Stock Split Louisville, KY – November 14, 2022 – Charah Solutions, Inc. (NYSE: CHRA), a leading provider of environmental services and byproduct recycling to the power generation industry, today announced financial results for the third quarter |
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November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40169 (Check One) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report |
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November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissio |
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November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission |
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November 15, 2022 |
chraq32022investordeck11 Q3 2022 Investor Presentation As of November 15, 2022 Exhibit 99. |
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November 15, 2022 |
Exhibit 99.1 Charah Solutions, Inc. Announces Third Quarter 2022 Results, Leadership Changes, Sale of $30 Million of Series B Preferred Stock and a Reverse Stock Split Louisville, KY – November 14, 2022 – Charah Solutions, Inc. (NYSE: CHRA), a leading provider of environmental services and byproduct recycling to the power generation industry, today announced financial results for the third quarter |
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October 18, 2022 |
Charah Solutions Appoints Jonathan Batarseh as Chief Financial Officer Exhibit 99.1 Charah Solutions Appoints Jonathan Batarseh as Chief Financial Officer LOUISVILLE, KY (October 18, 2022) ? Charah? Solutions, Inc. (NYSE: CHRA) (?Charah Solutions? or the ?Company?), a leading provider of environmental services and byproduct recycling to the power generation industry, today announced the appointment of Jonathan Batarseh as Chief Financial Officer and Treasurer, effect |
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October 18, 2022 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made and entered into by and between Charah, LLC, a Kentucky limited liability company (the ?Company?), and Jonathan Batarseh (?Employee?) effective as of October 17, 2022 (the ?Effective Date?). Charah Solutions, Inc., a Delaware corporation and parent of the Company (the ?Parent?), enters into this Agreement for the lim |
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October 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission |
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October 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissi |
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September 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissi |
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September 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissi |
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August 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38523 CHARAH SOL |
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August 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission |
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August 16, 2022 |
Exhibit 99.1 Charah Solutions, Inc. Reports Second Quarter 2022 Results Company Announces Agreement for First EnviroSource Deployment Reported Revenue of $77.1 million for the Period; New Awards of $328 million Year-to-Date Backlog of Future Work Stands at $1.55 billion; Extends to 2036 Louisville, KY ? August 15, 2022 ? Charah Solutions, Inc. (NYSE: CHRA) (?Charah Solutions? or the ?Company?), a |
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August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40169 (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Fo |
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August 16, 2022 |
Q2 2022 Earnings Call Presentation August 16, 2022 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as ?may,? ?will,? ?expect,? ?intend,? ?anticipate,? ?bel |
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August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission |
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August 15, 2022 |
Exhibit 10.2 AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment") is entered into as of August 15, 2022 by and among CHARAH SOLUTIONS, INC., a Delaware corporation ("Charah"), CHARAH, LLC, a Kentucky limited liability company and SCB INTERNATIONAL HOLDINGS, LLC, a Delaware limited liability company (such Persons together with Charah, each a "Borrower" and |
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August 15, 2022 |
Exhibit 10.1 Execution Version TERM LOAN AGREEMENT dated as of August 15, 2022 between GIBBONS CREEK ENVIRONMENTAL REDEVELOPMENT GROUP, LLC, as Borrower, the Parent Guarantors party hereto, and CHARAH PREFERRED STOCK AGGREGATOR, LP, as Lender TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 Terms Generally 13 Section 1.03 Accounting Terms; GAAP 13 Section 1. |
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July 28, 2022 |
Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (?Agreement?) is made and entered into by and between Charah, LLC, a Kentucky limited liability company (the ?Company?), and Roger Shannon (?Employee?) effective as of July 22, 2022 (the ?Effective Date?) and amends and restates that certain Employment Agreement between Employee and the Company or |
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July 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fi |
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June 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fi |
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June 29, 2022 |
Exhibit 10.1 Employment Agreement Form CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as amended from time to time (the ?Plan?), Charah Solutions, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?you? or the ?Participant |
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June 29, 2022 |
Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (?Agreement?) is made and entered into by and between Charah, LLC, a Kentucky limited liability company (the ?Company?), and Scott Sewell (?Employee?) effective as of June 27, 2022 (the ?Effective Date?) and amends and replaces that certain Employment Agreement between Employee and the Company ori |
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June 29, 2022 |
Exhibit 10.2 Employment Agreement Form CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as amended from time to time (the ?Plan?), Charah Solutions, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?you? or the ?Participant? |
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June 9, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fil |
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May 10, 2022 |
Exhibit 99.1 Charah Solutions, Inc. Reports First Quarter 2022 Results Company Reported Revenue of $66.1 Million for the Period; New Awards of $87.7 Million Year-to-Date Market Trends Supportive of Expanding Business in 2022 and Beyond - Pending New Business Pipeline of $3.15 Billion Released Second Annual ESG Report in April 2022; Achieved Substantially All 2021 Objectives Louisville, KY ? May 10 |
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May 10, 2022 |
Q1 2022 Earnings Call Presentation May 11, 2022 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as ?may,? ?will,? ?expect,? ?intend,? ?anticipate,? ?believ |
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May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fil |
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May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38523 CHARAH SO |
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May 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F |
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April 29, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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April 29, 2022 |
DEFA14A 1 ny20002643x2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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April 1, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F |
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April 1, 2022 |
Exhibit 99.1 Charah Solutions, Inc. Reports Fourth Quarter and Full Year 2021 Results Achieved or Exceeded 2021 Financial Guidance Awarded Record Level of New Business Totaling $840 Million Strong Progress in Advancing Environmental Risk Transfer Business Louisville, KY ? March 31, 2022 ? Charah Solutions, Inc. (NYSE: CHRA), a leading provider of environmental services and byproduct recycling to t |
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April 1, 2022 |
EX-99.2 3 q42021earningscallpresen.htm EX-99.2 Q4 and Year-End 2021 Earnings Call Presentation April 1, 2022 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words suc |
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March 31, 2022 |
List of Subsidiaries of Charah Solutions, Inc. EX-21.1 2 chraex211-123121xsubsidiar.htm EX-21.1 Exhibit 21.1 Subsidiaries of Charah Solutions, Inc. Entity State or Other Jurisdiction of Incorporation or Organization Charah Sole Member LLC Delaware Charah, LLC Kentucky Ash Management Services, LLC Kentucky Green Meadow, LLC North Carolina Ash Venture LLC North Carolina CV Ash, LLC Texas Charah Management LLC Delaware SCB International Holdings, |
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March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38523 CHARAH SOLUTIONS, INC. (Ex |
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February 14, 2022 |
CHRA / Charah Solutions Inc / NORTH RUN CAPITAL, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. |
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February 4, 2022 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CHARAH SOLUTIONS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 15957P105 (CUSIP Number) DECEMBER 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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January 6, 2022 |
CHRA / Charah Solutions Inc / Portolan Capital Management, LLC - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. 2 )* Charah Solutions, Inc. (Name of Issuer) Common (Title of Class of Securities) 15957P105 (CUSIP Number) December 30, 2021 (Date of Event Which Requires Fi |
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January 4, 2022 |
CHRA / Charah Solutions Inc / Charah Holdings LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissio |
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November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38523 CHARA |
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November 10, 2021 |
Exhibit 10.1 CREDIT AGREEMENT dated as of November 9, 2021 among CHARAH SOLUTIONS, INC., CHARAH, LLC, SCB INTERNATIONAL HOLDINGS, LLC The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent ASSET BASED LENDING TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 Classification of Loans and Borrowings 43 SECTION 1.03 Terms Generally 43 SEC |
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November 10, 2021 |
Q3 2021 Earnings Call Presentation November 11, 2021 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as ?may,? ?will,? ?expect,? ?intend,? ?anticipate,? ?b |
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November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission |
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November 10, 2021 |
EX-99.1 2 chraex99109302021.htm EX-99.1 Exhibit 99.1 Charah Solutions, Inc. Reports Third Quarter 2021 Results New Business Awards of $805 Million Year to Date Exceed Full Year 2020 Record Level Now Expect to be in Upper Half of Initial 2021 Guidance Ranges Refinancing Significantly Improves Financial Flexibility and Debt Maturity Profile Louisville, KY – November 10, 2021 – Charah Solutions, Inc. |
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October 13, 2021 |
As filed with the Securities and Exchange Commission on October 13, 2021 As filed with the Securities and Exchange Commission on October 13, 2021 Registration No. |
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August 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2021 Charah Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission |
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August 26, 2021 |
EX-10.1 4 d199373dex101.htm EX-10.1 Exhibit 10.1 Execution Version SECURED PROMISSORY NOTE Effective Date: August 25, 2021 FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, CHARAH, LLC, a Kentucky limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of B. RILEY COMMERCIAL CAPITAL, LLC, a Delaware limited liability company or it |
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August 26, 2021 |
Exhibit 99.1 Charah Solutions, Inc. Completes $135,000,000 Senior Unsecured Notes Offering LOUISVILLE, KY ? August 25, 2021 ? Charah Solutions, Inc. (NYSE: CHRA) (?Charah Solutions? or the ?Company?) announced today the closing of its previously announced public offering (the ?Offering?) of senior unsecured notes due 2026 (the ?Notes?). On August 20, 2021, the underwriters exercised their option t |
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August 26, 2021 |
Exhibit 4.1 CHARAH SOLUTIONS, INC. and WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee INDENTURE dated as of August 25, 2021 SENIOR DEBT SECURITIES CROSS REFERENCE TABLE TIA Section Indenture Section 310 (a)(1) 6.9 (a)(2) 6.9 (a)(3) N/A (a)(4) N/A (a)(5) 6.9 (b) 6.8; 6.9 311 (a) 6.13 (b) 6.13 312 (a) 7.1 (b) 7.2 (c) 7.2 313 (a) 7.3 (b)(1) 7.3 (b)(2) 7.3 (c) 7.3 (d) 7.3 314 (a) 7.4 (b) N/A (c)(1) 1 |
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August 26, 2021 |
Description of 8.50% Senior Notes due 2026 EX-4.2 3 d199373dex42.htm EX-4.2 Exhibit 4.2 CHARAH SOLUTIONS, INC. and WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 25, 2021 to the Indenture dated as of August 25, 2021 8.50% Senior Notes due 2026 TABLE OF CONTENTS Page ARTICLE 1 APPLICATION OF FIRST SUPPLEMENTAL INDENTURE AND CREATION OF THE NOTES 1 Section 1.01. Application of First Supplement |
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August 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 82-4228671 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No |
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August 24, 2021 |
$135,000,000 Charah Solutions, Inc. 8.50% Senior Notes due 2026 Table of Contents Filed pursuant to Rule 424(b)(4) File No. 333-258650 PROSPECTUS $135,000,000 Charah Solutions, Inc. 8.50% Senior Notes due 2026 We are offering $135,000,000 aggregate principal amount of our 8.50% Senior Notes due 2026 (the “Notes”). Interest on the Notes will accrue from August 25, 2021, and will be paid quarterly in arrears on January 31, April 30, July 31 and October 31 of eac |
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August 23, 2021 |
EX-1.1 2 d196480dex11.htm EX-1.1 Exhibit 1.1 CHARAH SOLUTIONS, INC. 8.50% SENIOR NOTES DUE 2026 UNDERWRITING AGREEMENT August 20, 2021 B. Riley Securities, Inc. As Representative of the several Underwriters named in Schedule I hereto c/o B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Charah Solutions, Inc., a Delaware corporation (the “Company”), pro |
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August 23, 2021 |
Charah Solutions, Inc. Announces Pricing of 8.50% Senior Notes Due 2026 Exhibit 99.1 Charah Solutions, Inc. Announces Pricing of 8.50% Senior Notes Due 2026 Louisville, KY ? August 20, 2021 ? Charah Solutions, Inc. (NYSE: CHRA) (?Charah Solutions? or the ?Company?) announced today that it has priced its previously announced public offering (the ?Offering?) of 8.50% senior notes due 2026 (the ?Notes?). Pursuant to the underwriters? option, the underwriters elected to p |
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August 23, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2021 Charah Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission |
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August 23, 2021 |
CHARAH SOLUTIONS, INC. US $135,000,000 8.50% Senior Notes Due 2026 Final Term Sheet August 20, 2021 Filed pursuant to Rule 433 Registration No. 333-258650 Issuer Free Writing Prospectus Supplementing the Preliminary Prospectus dated August 18, 2021 CHARAH SOLUTIONS, INC. US $135,000,000 8.50% Senior Notes Due 2026 Final Term Sheet August 20, 2021 The information in this pricing term sheet relates to the offering of 8.50% Senior Notes due 2026 of Charah Solutions, Inc. and is qualified in its ent |
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August 20, 2021 |
B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 August 19, 2021 VIA EDGAR Mr. Timothy Levenberg United States Securities and Exchange Commission Division of Corporation Finance, Office of Energy & Transportation 100 F Street, N.E., Mail Stop 4628 Washington, D.C. 20549-4628 Re: Acceleration Request of Charah Solutions, Inc. Registration Statement on Form S-1 (File No. 333- |
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August 20, 2021 |
Charah Solutions, Inc. 12601 Plantside Drive Louisville, Kentucky 40299 August 19, 2021 CORRESP 1 filename1.htm Charah Solutions, Inc. 12601 Plantside Drive Louisville, Kentucky 40299 August 19, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Timothy Levenberg Re: Charah Solutions, Inc. Registration Statement on Form S-1 File No. 333-258650 Ladies and Gentlemen: Reference is made to Charah Solutions, In |
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August 19, 2021 |
CORRESP 1 filename1.htm B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 August 19, 2021 VIA EDGAR Mr. Timothy Levenberg United States Securities and Exchange Commission Division of Corporation Finance, Office of Energy & Transportation 100 F Street, N.E., Mail Stop 4628 Washington, D.C. 20549-4628 Re: Acceleration Request of Charah Solutions, Inc. Registration Statement on |
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August 19, 2021 |
Charah Solutions, Inc. 12601 Plantside Drive Louisville, Kentucky 40299 August 19, 2021 Charah Solutions, Inc. 12601 Plantside Drive Louisville, Kentucky 40299 August 19, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Timothy Levenberg Re: Charah Solutions, Inc. Registration Statement on Form S-1 File No. 333-258650 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended |
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August 18, 2021 |
EX-4.6 3 d216162dex46.htm EX-4.6 Exhibit 4.6 CHARAH SOLUTIONS, INC. and WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee INDENTURE dated as of August [•], 2021 SENIOR DEBT SECURITIES CROSS REFERENCE TABLE TIA Section Indenture Section 310 (a)(1) 6.9 (a)(2) 6.9 (a)(3) N/A (a)(4) N/A (a)(5) 6.9 (b) 6.8; 6.9 311 (a) 6.13 (b) 6.13 312 (a) 7.1 (b) 7.2 (c) 7.2 313 (a) 7.3 (b)(1) 7.3 (b)(2) 7.3 (c) 7.3 (d |
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August 18, 2021 |
As filed with the Securities and Exchange Commission on August 18, 2021 S-1/A Table of Contents As filed with the Securities and Exchange Commission on August 18, 2021 Registration No. |
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August 18, 2021 |
Form of Notes (included as Exhibit A to Exhibit 4.7 above). EX-4.7 4 d216162dex47.htm EX-4.7 Table of Contents Exhibit 4.7 CHARAH SOLUTIONS, INC. and WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August [•], 2021 to the Indenture dated as of August [•], 2021 8.50% Senior Notes due 2026 Table of Contents TABLE OF CONTENTS Page ARTICLE 1 APPLICATION OF FIRST SUPPLEMENTAL INDENTURE AND CREATION OF THE NOTES 1 Section |
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August 18, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 CHARAH SOLUTIONS, INC. 8.50% SENIOR NOTES DUE 2026 UNDERWRITING AGREEMENT August [?], 2021 B. Riley Securities, Inc. As Representative of the several Underwriters named in Schedule I hereto c/o B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Charah Solutions, Inc., a Delaware corporation (the ?Company?), proposes to issue and sell to the s |
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August 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2021 Charah Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission |
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August 18, 2021 |
August 2021 Company Presentation Exhibit 99.1 Forward-Looking Statements Forward-Looking Statements This presentation includes ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as ?may,? ?will,? ?expect,? ?intend,? ?anticipate,? ?believe,? ?estimate,? ?plan,? ?project,? ?could,? |
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August 18, 2021 |
B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 August 18, 2021 VIA EDGAR Mr. Timothy Levenberg United States Securities and Exchange Commission Division of Corporation Finance, Office of Energy & Transportation 100 F Street, N.E., Mail Stop 4628 Washington, D.C. 20549-4628 Re: Acceleration Request of Charah Solutions, Inc. Registration Statement on Form S-1 (File No. 333- |
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August 18, 2021 |
Charah Solutions, Inc. 12601 Plantside Drive Louisville, Kentucky 40299 August 18, 2021 CORRESP 1 filename1.htm Charah Solutions, Inc. 12601 Plantside Drive Louisville, Kentucky 40299 August 18, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Timothy Levenberg Re: Charah Solutions, Inc. Registration Statement on Form S-1 File No. 333-258650 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities |
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August 13, 2021 |
CHRA / Charah Solutions Inc / B. Riley Financial, Inc. - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Charah Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 par value (Title of Class of Securities) 15957P105 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818) 884-3737 (Name, Address and |
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August 13, 2021 |
Joint Filing Agreement by and among the Reporting Persons. Exhibit 1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Charah Solutions, Inc. |
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August 9, 2021 |
As filed with the Securities and Exchange Commission on August 9, 2021 Table of Contents As filed with the Securities and Exchange Commission on August 9, 2021 Registration No. |
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August 9, 2021 |
Form T-1 Statement of Eligibility under Trust Indenture Act of 1939, as amended, of Trustee. Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON SAVINGS FUND SOCIETY, FSB (Exact name of Trustee as specified in its charter) N/A 51-0054940 (Jurisdiction |
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August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38523 CHARAH SOL |
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August 9, 2021 |
Exhibit 10.1 EXECUTION VERSION STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this ?Agreement?), is made as of August 6, 2021, by and among Charah Solutions, Inc., a Delaware corporation (the ?Company?), and the investor listed on Exhibit A attached to this Agreement (the ?Purchaser?). The parties hereby agree as follows: 1. Purchase and Sale of Common Stock. 1.1 Sale and Issuance of Comm |
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August 9, 2021 |
EX-10.2 4 d216136dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 5 TO CREDIT AGREEMENT AND WAIVER This AMENDMENT NO. 5 TO CREDIT AGREEMENT AND WAIVER (this “Amendment”) dated as of August 3, 2021, is made among CHARAH SOLUTIONS, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined below) (in such c |
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August 9, 2021 |
Exhibit 99.1 Charah Solutions, Inc. Reports Second Quarter 2021 Results New Business Awards of $685 Million Year to Date; 2021 On Pace to Significantly Exceed 2020 Record New Awards Provide High Visibility of Revenue and Earnings Growth in 2021 and 2022 Expecting Strong Second Half and Reaffirming 2021 Full Year Guidance Louisville, KY ? August 9, 2021 ? Charah Solutions, Inc. (NYSE: CHRA) (?Chara |
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August 9, 2021 |
Q2 2021 Earnings Call Presentation August 10, 2021 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as ?may,? ?will,? ?expect,? ?intend,? ?anticipate,? ?bel |
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August 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F |
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August 9, 2021 |
EX-4.1 2 d216136dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION CHARAH SOLUTIONS, INC. INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of August 6, 2021 is entered into among Charah Solutions, Inc., a Delaware corporation (the “Company”), B. Riley Financial, Inc., a Delaware corporation (“B. Riley”) and B. Riley Securities, Inc. (“B. Riley Securities”). The Comp |
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August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F |
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July 29, 2021 |
EX-99.1 2 chra-ex991x072921.htm EX-99.1 Exhibit 99.1 Charah Solutions, Inc. Appoints California Public Utilities Commissioner Emeritus Timothy Alan Simon to Board of Directors Louisville, KY – July 29, 2021 – Charah Solutions, Inc. (NYSE: CHRA) (“Charah Solutions” or the “Company,”), a leading provider of mission-critical environmental services and byproduct sales to the power generation industry, |
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July 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fi |
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July 27, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fi |
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July 27, 2021 |
EX-99.1 2 brhc10027264ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Investor PresentationJuly 2021 Forward-Looking Statements Forward-Looking StatementsThis presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “in |
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June 16, 2021 |
EX-10.1 2 brhc10025862ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXHIBIT A CHARAH SOLUTIONS, INC. FIRST AMENDMENT TO 2018 OMNIBUS INCENTIVE PLAN THIS FIRST AMENDMENT TO CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN (“First Amendment”) is hereby adopted by Charah Solutions, Inc. (the “Company”) as of the 16th of March, 2021 (the “Effective Date”). WHEREAS, the Board of Directors of the Company adopt |
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June 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fil |
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May 25, 2021 |
Charah Solutions, Inc. 15,455,921 Shares of Common Stock TABLE OF CONTENTS Filed pursuant to Rule 424(b)(3) Registration No. 333-256047 PROSPECTUS ? Charah Solutions, Inc. ? 15,455,921 Shares of Common Stock This prospectus relates to the offer and sale of 15,455,921 shares of our common stock, par value $0.01 per share (?Common Stock?), by the selling stockholders named in this prospectus or in a supplement hereto. The shares of Common Stock to which t |
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May 19, 2021 |
CHARAH SOLUTIONS, INC. 12601 Plantside Dr, Louisville, Kentucky 40299 May 19, 2021 CHARAH SOLUTIONS, INC. 12601 Plantside Dr, Louisville, Kentucky 40299 May 19, 2021 VIA EDGAR Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission 100 F. Street NE Washington, D.C. 20549 Attention: Liz Packebusch Re: Charah Solutions, Inc. Request for Acceleration of Effectiveness Registration Statement on Form S-3 filed on May 12, 2021 |
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May 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38523 CHARAH SO |
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May 12, 2021 |
EX-99.2 3 q12021earningscallpresen.htm EX-99.2 Q1 2021 Earnings Call Presentation May 13, 2021 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect |
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May 12, 2021 |
Exhibit 99.1 Charah Solutions, Inc. Reports First Quarter 2021 Results $527 Million of New Business Awards in the First Quarter of 2021 New Awards Drive Growth in 2021 and Beyond Company Closes on ERT Project and Mobilizes on New Job Awards Louisville, KY – May 12, 2021 – Charah Solutions, Inc. (NYSE: CHRA) (“Charah Solutions” or the “Company,”), a leading provider of environmental services and by |
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May 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fil |
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May 12, 2021 |
As filed with the Securities and Exchange Commission on May 12, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 12, 2021 Registration No. |
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April 29, 2021 |
EX-10.1 2 brhc10023841ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Employment Agreement Form CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Charah Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the indi |
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April 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F |
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April 28, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Amendment No. 1 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted |
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April 27, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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April 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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March 24, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F |
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March 24, 2021 |
Q4 2020 Earnings Call Presentation March 25, 2021 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as ?may,? ?will,? ?expect,? ?intend,? ?anticipate,? ?beli |
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March 24, 2021 |
EX-99.1 2 chra123120exhibit991.htm EX-99.1 Exhibit 99.1 Charah Solutions, Inc. Reports Fourth Quarter and Full Year 2020 Results $715 Million of New Business Awards in 2020, a New Record and 66% Increase from 2019 New Awards Drive Growth in 2021 and Beyond Company Issues Inaugural ESG Report Innovative Beneficiation Technology Rebranded as EnviroSourceTM Ash Beneficiation Technology Louisville, KY |
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March 24, 2021 |
Exhibit 21.1 Subsidiaries of Charah Solutions, Inc. Entity State or Other Jurisdiction of Incorporation or Organization Charah Sole Member LLC Delaware Charah, LLC Kentucky Ash Management Services, LLC Kentucky Green Meadow, LLC North Carolina Ash Venture LLC North Carolina CV Ash, LLC Texas Charah Management LLC Delaware SCB International Holdings, LLC Delaware Mercury Capture Intellectual Proper |
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March 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38523 CHARAH SOLUTIONS, INC. (Ex |
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March 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8?K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorpor |
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March 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F |
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February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. |
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February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. 1 )* Charah Solutions, Inc. (Name of Issuer) Common (Title of Class of Securities) 15957P105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Fi |
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February 11, 2021 |
United States Securities and Exchange Commission Washington, D.C. 20549 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CHARAH SOLUTIONS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 15957P105 (CUSIP Number) DECEMBER 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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November 23, 2020 |
CHRA / Charah Solutions, Inc. / Charah Holdings LP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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November 20, 2020 |
EX-10.1 3 d863786dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 4 TO CREDIT AGREEMENT This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) dated as of November 19, 2020, is made among CHARAH SOLUTIONS, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined below) (in such capacity, the “Admin |
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November 20, 2020 |
EX-99.1 Exhibit 99.1 Charah Solutions, Inc. Announces Sale of Allied Power Holdings, LLC for $40 Million Fully focused on higher growth, higher margin environmental remediation and byproduct recycling markets Strengthening balance sheet through significant debt reduction and enhancing liquidity Louisville, KY – November 19, 2020 – Charah Solutions, Inc. (the “Company”) (NYSE: CHRA) today announced |
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November 20, 2020 |
EX-2.1 2 d863786dex21.htm EX-2.1 Exhibit 2.1 Execution Version UNIT PURCHASE AGREEMENT by and among ALLIED GROUP INTERMEDIATE HOLDINGS, LLC, CHARAH SOLUTIONS, INC., ALLIED POWER HOLDINGS, LLC and ROGER SHANNON, as the Seller’s Representative hereunder Dated as of November 19, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE OF THE UNITS 14 Section 2.1 Sale and Trans |
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November 20, 2020 |
8-K 1 d863786d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of |
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November 20, 2020 |
CHARAH SOLUTIONS, INC. Unaudited Pro Forma Condensed Consolidated Financial Information EX-99.2 Exhibit 99.2 CHARAH SOLUTIONS, INC. Unaudited Pro Forma Condensed Consolidated Financial Information The following unaudited pro forma condensed consolidated financial information and related notes are based upon and should be read in conjunction with the historical consolidated financial statements and related notes of Charah Solutions, Inc. (the “Company”) included in the Company’s Form |
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November 20, 2020 |
CHARAH SOLUTIONS, INC. Unaudited Non-GAAP Financial Measures EX-99.3 6 d863786dex993.htm EX-99.3 Exhibit 99.3 CHARAH SOLUTIONS, INC. Unaudited Non-GAAP Financial Measures On November 19, 2020, the Company announced that it had entered into a definitive agreement (the “Purchase Agreement”) to sell its subsidiary, Allied Power Holdings LLC, (“Allied”) to Allied Group Intermediate Holdings, LLC, an affiliate of Bernhard Capital Management LP, the majority shar |
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November 10, 2020 |
Charah Solutions, Inc. Reports Third Quarter 2020 Results Exhibit 99.1 Charah Solutions, Inc. Reports Third Quarter 2020 Results Louisville, KY ? November 10, 2020 ? Charah Solutions, Inc. (NYSE: CHRA), a leading provider of environmental and maintenance services to the power generation industry, today announced financial results for the three and nine months ended September 30, 2020. Net loss attributable to common stockholders for the three months ende |
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November 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38523 CHARA |
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November 10, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissio |
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November 10, 2020 |
Q3 2020 Earnings Call Presentation November 11, 2020 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. |
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October 28, 2020 |
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, par value $0. |
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October 28, 2020 |
CHRA / Charah Solutions, Inc. / CEP HOLDINGS, INC. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Charah Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 15957P105 (CUSIP Number) October 22, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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August 24, 2020 |
Exhibit 99.1 Charah Solutions Secures Contract Extension from Exelon to Provide Multi-Site Nuclear Maintenance and Technical Services Allied Power Division to Continue Providing Maintenance and Modification Services at 12 Sites and 21 Units in Four States Renewal Extends Existing Contract Through Mid-August 2025, With an Option for an Additional Five-Year Extension Louisville, KY – August 24, 2020 |
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August 24, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission |
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August 11, 2020 |
10-Q 1 chra-0630202010xq.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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August 11, 2020 |
Exhibit 99.1 Charah Solutions, Inc. Reports Second Quarter 2020 Results $367 Million in New Business Awards Year to Date in 2020 $27 Million in Quarterly Cash Flow from Operations Reaffirmed 2020 Guidance Underpinned by Existing Contracts Louisville, KY – August 11, 2020 – Charah Solutions, Inc. (NYSE: CHRA) a leading provider of environmental and maintenance services to the power generation indus |
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August 11, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission |
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August 11, 2020 |
chraq22020supplementalpr Exhibit 99.2 Q2 2020 Earnings Call Presentation August 12, 2020 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “in |
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July 20, 2020 |
CHRA / Charah Solutions, Inc. / Portolan Capital Management, LLC - SCHEDULE 13G Passive Investment SC 13G 1 tm2025023-1sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. )* Charah Solutions, Inc. (Name of Issuer) Common (Title of Class of Securities) 15957P105 (CUSIP Number) July 9, 2 |
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July 15, 2020 |
EX-4.1 2 stockholdersagreementwaive.htm EXHIBIT 4.1 Exhibit 4.1 WAIVER OF RIGHTS UNDER STOCKHOLDERS’ AGREEMENT (CEP HOLDINGS, INC.) Pursuant to Section 4.8(a)(ii) of the STOCKHOLDERS’ AGREEMENT (“Agreement”) dated June 18, 2018 entered into by and among Charah Solutions, Inc. (the “Company”), Bernhard Capital Partners Management, LP, CEP Holdings, Inc. (“CEP Holdings”) and other stockholders signi |
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July 15, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fil |
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June 17, 2020 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporat |
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June 10, 2020 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fil |
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May 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission File |
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May 12, 2020 |
EX-99.2 3 chraq12020supplementalpr.htm EXHIBIT 99.2 Exhibit 99.2 Q1 2020 Earnings Call Presentation May 13, 2020 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may |
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May 12, 2020 |
EX-99.1 2 chraex991033120.htm EXHIBIT 99.1 Exhibit 99.1 Charah Solutions, Inc. Reports First Quarter 2020 Results $175 Million in New Business Awards in the First Quarter 2020 Reaffirmed 2020 Guidance Underpinned by Existing Contracts Louisville, KY – May 12, 2020 – Charah Solutions, Inc. (NYSE: CHRA) a leading provider of environmental and maintenance services to the power generation industry, to |
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May 12, 2020 |
10-Q 1 chra-0331202010xq.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio |
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May 12, 2020 |
8-K 1 chra-033120208xk.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of |
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April 24, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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April 24, 2020 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ D |
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March 27, 2020 |
Exhibit 21.1 Subsidiaries of Charah Solutions, Inc. Entity State or Other Jurisdiction of Incorporation or Organization Charah Sole Member LLC Delaware Allied Power Sole Member, LLC Delaware Charah, LLC Kentucky Allied Power Management, LLC Delaware Ash Management Services, LLC Kentucky Green Meadow, LLC North Carolina Ash Venture LLC North Carolina CV Ash, LLC Texas Allied Power Services, LLC Del |
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March 27, 2020 |
Exhibit 4.1 DESCRIPTION OF SECURITIES OF THE COMPANY Except as otherwise indicated or unless the context requires otherwise, all references herein to the “Company,” “we,” “us,” “our” and similar terms refer to Charah Solutions, Inc. The authorized capital stock of the Company consists of 200,000,000 shares of common stock, $0.01 par value per share (the “Common Stock”), and 50,000,000 shares of pr |
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March 27, 2020 |
CHRA / Charah Solutions, Inc. 10-K - Annual Report - 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38523 CHARAH SOLUTIONS, INC. (Ex |
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March 26, 2020 |
EX-99.1 2 chra-ex99145.htm EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $0.01 per share, of Charah Solutions, Inc. and further agree |
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March 26, 2020 |
chra12312019exhibit992 Exhibit 99.2 Q4 and Full Year 2019 Earnings Call Presentation March 26, 2020 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “e |
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March 26, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 chra-123120198xk.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction |
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March 26, 2020 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Charah Solutions, Inc. Reports Fourth Quarter and Full Year 2019 Results Record New Business Awards Won in 2019; 450% Above 2018 Existing Contracts Underpin 2020 Guidance Company Strengthens Liquidity Position Louisville, KY – March 26, 2020 – Charah Solutions, Inc. (NYSE: CHRA) (together with its subsidiaries, “Charah Solutions,” the “Company,” “we,” “us,” or “o |
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March 26, 2020 |
CHRA / Charah Solutions, Inc. / Charah Holdings Lp - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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March 18, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 16, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissi |
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March 18, 2020 |
EX-3.1 2 d856369dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES A PREFERRED STOCK OF CHARAH SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware: CHARAH SOLUTIONS, INC., a Delaware corporation, certifies that pursuant to the authority contained in Article IV of its Amended and Restated Certificate of Incorporation, and in accordance wit |
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March 18, 2020 |
EX-4.1 3 d856369dex41.htm EX-4.1 Exhibit 4.1 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”), effective as of March 16, 2020, is by and among Charah Solutions, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Holders” and, together with the Company, th |
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March 16, 2020 |
CHRA / Charah Solutions, Inc. DEF 14C - - DEF 14C DEF 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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March 6, 2020 |
CHRA / Charah Solutions, Inc. PRE 14C - - PRE 14C PRE 14C 1 d843645dpre14c.htm PRE 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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March 6, 2020 |
EX-10.1 2 d835025dex101.htm EX-10.1 Exhibit 10.1 Execution Version SERIES A PREFERRED STOCK PURCHASE AGREEMENT between CHARAH SOLUTIONS, INC. and THE PURCHASER PARTY HERETO TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Accounting Procedures and Interpretation 6 Article II AGREEMENT TO SELL AND PURCHASE 6 Section 2.01 Purchase Price 6 Section 2.02 Closing 6 |
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March 6, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 5, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissio |
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March 6, 2020 |
EX-99.1 4 d835025dex991.htm EX-99.1 Exhibit 99.1 For Immediate Release Charah Solutions Announces Credit Agreement Amendment and Private Placement of Preferred Equity Providing Enhanced Liquidity and Flexibility LOUISVILLE, KY (March 5, 2020) – Charah Solutions, Inc. (NYSE: CHRA) (the “Company”), a leading provider of environmental and maintenance services to the power generation industry, today a |
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March 6, 2020 |
EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) dated as of March 5, 2020, is made among CHARAH SOLUTIONS, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Adm |
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February 12, 2020 |
CHRA / Charah Solutions, Inc. / Cep Holdings, Inc. - SC 13G/A Passive Investment SC 13G/A 1 a20-76481sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Charah Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 15957P105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Chec |
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February 11, 2020 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CHARAH SOLUTIONS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 15957P105 (CUSIP Number) DECEMBER 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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November 13, 2019 |
CHRA / Charah Solutions, Inc. 10-Q - Quarterly Report - 10-Q 10-Q 1 chra-0930201910xq.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi |
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November 13, 2019 |
Charah Solutions, Inc. Reports Earning Statement for the Twelve Months Ended September 30, 2019 Exhibit 99.2 Charah Solutions, Inc. Reports Earning Statement for the Twelve Months Ended September 30, 2019 Louisville, KY – November 13, 2019 – Charah Solutions, Inc. (NYSE: CHRA) (“Charah Solutions” or the “Company”), a leading provider of environmental and maintenance services to the power generation industry, has made available to the Company's security holders an earning statement covering a |
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November 13, 2019 |
Exhibit 99.1 Charah Solutions, Inc. Reports Third Quarter 2019 Financial Results New Awards Won Year-to-Date Approaching Record Levels Total Debt Reduced to Lowest Levels Since IPO Louisville, KY – November 13, 2019 – Charah Solutions, Inc. (NYSE: CHRA) (“Charah Solutions” or the “Company”), a leading provider of environmental and maintenance services to the power generation industry, today announ |
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November 13, 2019 |
chraex993093019 Exhibit 99.3 Q3 2019 Earnings Call Presentation November 13, 2019 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” |
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November 13, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2019 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissio |
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November 7, 2019 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CHARAH SOLUTIONS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 15957P105 (CUSIP Number) OCTOBER 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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September 25, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 a201909248kinvestorpresent.htm 8-K INVESTOR PRESENTATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2019 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4 |
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September 25, 2019 |
EX-99.1 2 a201909248kinvestorprese.htm EXHIBIT 99.1 Business Overview and Value Proposition September 2019 Forward Looking Statements Forward Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward- looking statements may be identified by words such as “may,” “w |
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August 30, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2019 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Co |
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August 30, 2019 |
EX-10.1 Exhibit 10.1 CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE This Confidential Settlement Agreement and Release (the “Agreement”) is made and entered as of August 30, 2019 (the “Effective Date”) by and between Duke Energy Business Services LLC, as agent for and on behalf of Duke Energy Carolinas, LLC and Duke Energy Progress, LLC (formerly known as Duke Energy Progress, Inc.) (collectively, |
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August 14, 2019 |
Charah Solutions, Inc. Reports Second Quarter 2019 Financial Results EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Charah Solutions, Inc. Reports Second Quarter 2019 Financial Results Louisville, KY – August 14, 2019 – Charah® Solutions, Inc. (NYSE: CHRA) (“Charah Solutions” or the “Company”), a leading provider of environmental and maintenance services to the power generation industry, today announced financial results for the quarter and year to date ended June 30, |
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August 14, 2019 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 2 TO CREDIT AGREEMENT AND WAIVER This AMENDMENT NO. 2 TO CREDIT AGREEMENT AND WAIVER (this “Amendment”) dated as of August 13, 2019, is made among CHARAH SOLUTIONS, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in |
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August 14, 2019 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2019 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commiss |
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August 14, 2019 |
Q2 2019 Financial Results Supplement August 14, 2019 EX-99.2 Exhibit 99.2 Q2 2019 Financial Results Supplement August 14, 2019 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticip |
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August 14, 2019 |
CHRA / Charah Solutions, Inc. 10-Q - Quarterly Report - 10-Q 10-Q 1 chra-0630201910xq.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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August 14, 2019 |
Standard Form CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Charah Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of restricte |
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August 14, 2019 |
Employment Agreement Form CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Charah Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number |
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August 14, 2019 |
EX-10.1 2 chraex101psuemployeeagreem.htm EXHIBIT 10.1 Employment Agreement Form CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Charah Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the individua |
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August 14, 2019 |
Standard Form CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Charah Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of performa |
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June 14, 2019 |
EX-10.1 2 d754795dex101.htm EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Charah, LLC, a Kentucky limited liability company (the “Company”), and Roger Shannon (“Employee”) effective as of June 17, 2019 (the “Effective Date”). Charah Solutions, Inc., a Delaware corporation and parent of the Company (the “Parent”), enters in |
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June 14, 2019 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2019 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissio |
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June 14, 2019 |
Charah Solutions, Inc. Appoints Roger D. Shannon as Chief Financial Officer EX-99.1 4 d754795dex991.htm EX-99.1 Exhibit 99.1 Charah Solutions, Inc. Appoints Roger D. Shannon as Chief Financial Officer Louisville, KY (June 11, 2019) – Charah® Solutions, Inc. (NYSE: CHRA) (the “Company”), a leading provider of environmental and maintenance services to the power generation industry, today announced the appointment of Roger D. Shannon as Chief Financial Officer (CFO) and Trea |
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June 14, 2019 |
EX-10.2 3 d754795dex102.htm EX-10.2 Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Charah, LLC, a Kentucky limited liability company (the “Company”), and Scott Sewell (“Employee”) effective as of June 10, 2019 (the “Effective Date”) and amends and replaces that certain Employment Agreement |