0000899243-20-009512.txt : 20200326 0000899243-20-009512.hdr.sgml : 20200326 20200326160521 ACCESSION NUMBER: 0000899243-20-009512 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200316 FILED AS OF DATE: 20200326 DATE AS OF CHANGE: 20200326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Charah Preferred Stock Aggregator, LP CENTRAL INDEX KEY: 0001807280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38523 FILM NUMBER: 20746168 BUSINESS ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: 2252282500 MAIL ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Charah Preferred Stock Aggregator GP, LLC CENTRAL INDEX KEY: 0001807267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38523 FILM NUMBER: 20746169 BUSINESS ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: 2252282300 MAIL ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Charah Solutions, Inc. CENTRAL INDEX KEY: 0001730346 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 824228671 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12601 PLANTSIDE DRIVE CITY: LOUISVILLE STATE: KY ZIP: 40299 BUSINESS PHONE: 502-815-5062 MAIL ADDRESS: STREET 1: 12601 PLANTSIDE DRIVE CITY: LOUISVILLE STATE: KY ZIP: 40299 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-03-16 0 0001730346 Charah Solutions, Inc. CHRA 0001807267 Charah Preferred Stock Aggregator GP, LLC 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001807280 Charah Preferred Stock Aggregator, LP 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 Series A Preferred Stock 2.77 2020-06-16 Common Stock 9386282 I See Footnotes Such reporting person will be deemed to beneficially own these securities on April 17, 2020 in accordance with that certain Preferred Stock Purchase Agreement (the "Purchase Agreement"), dated March 5, 2020, by and among Charah Solutions, Inc. (the "Issuer") and the purchaser parties thereto. The Series A Preferred Stock is perpetual and has no expiration date. Pursuant to the Purchase Agreement, the Reporting Persons purchased 26,000 shares of the Issuer's Series A Preferred Stock. The Series A Preferred Stock will be convertible at the option of the Reporting Persons at any time after June 16, 2020 into the amount of shares of common stock per share of Series A Preferred Stock (such rate, the "Conversion Rate") equal to the quotient of (i) the Liquidation Preference (as defined in the Series A Preferred Stock Certificate of Designations) in effect on the conversion date divided by (ii) $2.77 (if converted on June 14, 2020), subject to customary anti-dilution adjustments and customary provisions related to partial dividend periods. Reflects securities held directly or indirectly by Charah Preferred Stock Aggregator, LP ("Aggregator LP"). Charah Preferred Stock Aggregator GP, LLC ("Aggregator GP") is the general partners of Aggregator LP. Aggregator GP may be deemed to have an indirect pecuniary interest in the securities held directly by Aggregator LP. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by Aggregator LP are reported herein. Each reporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person, except to the extent of their indirect pecuniary interest therein. Each reporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person, except to the extent of their indirect pecuniary interest therein. Exhibits: 99.1 Joint Filing Agreement /s/ Jeff Jenkins, Authorized Signatory of Charah Preferred Stock Aggregator GP, LLC, the general as partner of Charah Preferred Stock Aggregator, LP 2020-03-26 /s/ Jeff Jenkins, Authorized Signatory of Charah Preferred Stock Aggregator GP, LLC 2020-03-26 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    EXHIBIT 99.1

                             JOINT FILING AGREEMENT

       In accordance with the Securities Exchange Act of 1934, as amended, the
undersigned agree to the joint filing on behalf of each of them of any filing
required by such party under Section 16 of the Exchange Act or any rule or
regulation thereunder (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 that this Joint Filing Agreement shall be included as an Exhibit
to such joint filing. In evidence thereof, the undersigned, being duly
authorized, hereby execute this Joint Filing Agreement as of March 26, 2020.


                                      BCP ENERGY SERVICES UGP, LLC

                                      By:    /s/ Jeffrey Jenkins
                                             ----------------------------------
                                      Name:  Jeffrey Jenkins
                                      Title: Authorized Signatory


                                      BCP ENERGY SERVICES FUND GP, LP
                                      By: BCP Energy Services Fund UGP, LLC, its
                                      general partner

                                      By:    /s/ Jeffrey Jenkins
                                             ----------------------------------
                                      Name:  Jeffrey Jenkins
                                      Title: Authorized Signatory


                                      CHARAH PREFERRED STOCK
                                      AGGREGATOR, LP
                                      By: Charah Preferred Stock Aggregator GP,
                                      LLC, its general partner

                                      By:    /s/ Jeffrey Jenkins
                                             ----------------------------------
                                      Name:  Jeffrey Jenkins
                                      Title: Authorized Signatory


                                      CHARAH PREFERRED STOCK
                                      AGGREGATOR GP, LLC
                                      By: BCP Energy Services Fund GP, LP, its
                                      general partner
                                      By: BCP Energy Services Fund UGP, LLC,
                                      its general partner

                                      By:    /s/ Jeffrey Jenkins
                                             ----------------------------------
                                      Name:  Jeffrey Jenkins
                                      Title: Authorized Signatory


                                      BCP ENERGY SERVICES FUND-A, LP
                                      By: BCP Energy Services Fund GP, LP, its
                                      general partner
                                      By: BCP Energy Services Fund UGP, LLC, its
                                      general partner

                                      By:    /s/ Jeffrey Jenkins
                                             ----------------------------------
                                      Name:  Jeffrey Jenkins
                                      Title: Authorized Signatory


                                      BCP ENERGY SERVICES FUND, LP
                                      By: BCP Energy Services Fund GP, LP, its
                                      general partner
                                      By: BCP Energy Services Fund UGP, LLC, its
                                      general partner

                                      By:    /s/ Jeffrey Jenkins
                                             ----------------------------------
                                      Name:  Jeffrey Jenkins
                                      Title: Authorized Signatory


                                      CHARAH HOLDINGS GP LLC

                                      By:    /s/ Mark Spender
                                             ----------------------------------
                                      Name:  Mark Spender
                                      Title: Authorized Signatory


                                      CHARAH HOLDINGS LP
                                      By: Charah Holdings GP LLC, its general
                                      partner

                                      By:    /s/ Mark Spender
                                             ----------------------------------
                                      Name:  Mark Spender
                                      Title: Authorized Signatory


                                      JAMES M. BERNHARD JR.

                                      By:    /s/ Jeffrey Jenkins
                                             ----------------------------------
                                      Name:  Jeffrey Jenkins
                                      Title: Attorney-in-fact


                                      JEFFERY SCOTT JENKINS

                                      By:    /s/ Jeffrey Jenkins
                                             ----------------------------------
                                      Name:  Jeffrey Jenkins