Filing Details
- Accession Number:
- 0001193125-22-001781
- Form Type:
- 13D Filing
- Publication Date:
- 2022-01-03 19:00:00
- Filed By:
- Charah Holdings Lp
- Company:
- Charah Solutions Inc. (NYSE:CHRA)
- Filing Date:
- 2022-01-04
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Charah Holdings | 2,826,883 | 0 | 2,826,883 | 0 | 2,826,883 | 6.61% |
| Charah Holdings GP | 2,826,883 | 0 | 2,826,883 | 0 | 2,826,883 | 6.61% |
| BCP Energy Services Fund | 5,074,443 | 2,826,883 | 5,074,443 | 2,826,883 | 7,901,326 | 18.46% |
| BCP Energy Services Fund-A | 7,031,019 | 2,826,883 | 7,031,019 | 2,826,883 | 9,857,902 | 23.04% |
| Charah Preferred Stock Aggregator | 9,386,282 | 0 | 9,386,282 | 0 | 9,386,282 | 21.93% |
| Charah Preferred Stock Aggregator GP | 9,386,282 | 0 | 9,386,282 | 0 | 9,386,282 | 21.93% |
| BCP Energy Services Fund GP | 24,318,627 | 0 | 24,318,627 | 0 | 24,318,627 | 56.83% |
| BCP Energy Services Fund UGP | 24,318,627 | 0 | 24,318,627 | 0 | 24,318,627 | 56.83% |
| James M. Bernhard Jr | 0 | 24,318,627 | 0 | 24,318,627 | 24,318,627 | 56.83% |
| Jeffrey Scott Jenkins | 0 | 24,318,627 | 0 | 24,318,627 | 24,318,627 | 56.83% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
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)
Mark Spender
Bernhard Capital Partners
400 Convention Street, Suite 1010
Baton Rouge, LA, 70802
(225) 228-2300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with a copy to:
Julian Seiguer
Kirkland & Ellis LLP
609 Main Street, Suite 4500
Houston, Texas 77002
(713) 836-3600
December 30, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 15957P105
| 1 | NAMES OF REPORTING PERSONS
Charah Holdings LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5 | SOLE VOTING POWER
2,826,883 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
2,826,883 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,826,883 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.61% | |||||
| 12 | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
SCHEDULE 13D
CUSIP No. 15957P105
| 1 | NAMES OF REPORTING PERSONS
Charah Holdings GP LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5 | SOLE VOTING POWER
2,826,883 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
2,826,883 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,826,883 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.61% | |||||
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
SCHEDULE 13D
CUSIP No. 15957P105
| 1 | NAMES OF REPORTING PERSONS
BCP Energy Services Fund, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5 | SOLE VOTING POWER
5,074,443 | ||||
| 6 | SHARED VOTING POWER
2,826,883 | |||||
| 7 | SOLE DISPOSITIVE POWER
5,074,443 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,826,883 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,901,326 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.46% | |||||
| 12 | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
SCHEDULE 13D
CUSIP No. 15957P105
| 1 | NAMES OF REPORTING PERSONS
BCP Energy Services Fund-A, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5 | SOLE VOTING POWER
7,031,019 | ||||
| 6 | SHARED VOTING POWER
2,826,883 | |||||
| 7 | SOLE DISPOSITIVE POWER
7,031,019 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,826,883 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,857,902 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.04% | |||||
| 12 | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
SCHEDULE 13D
CUSIP No. 15957P105
| 1 | NAMES OF REPORTING PERSONS
Charah Preferred Stock Aggregator, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5 | SOLE VOTING POWER
9,386,282 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
9,386,282 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,386,282 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.93% | |||||
| 12 | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
SCHEDULE 13D
CUSIP No. 15957P105
| 1 | NAMES OF REPORTING PERSONS
Charah Preferred Stock Aggregator GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5 | SOLE VOTING POWER
9,386,282 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
9,386,282 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,386,282 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.93% | |||||
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
SCHEDULE 13D
CUSIP No. 15957P105
| 1 | NAMES OF REPORTING PERSONS
BCP Energy Services Fund GP, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5 | SOLE VOTING POWER
24,318,627 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
24,318,627 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,318,627 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
56.83% | |||||
| 12 | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
SCHEDULE 13D
CUSIP No. 15957P105
| 1 | NAMES OF REPORTING PERSONS
BCP Energy Services Fund UGP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5 | SOLE VOTING POWER
24,318,627 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
24,318,627 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,318,627 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
56.83% | |||||
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
SCHEDULE 13D
CUSIP No. 15957P105
| 1 | NAMES OF REPORTING PERSONS
James M. Bernhard Jr. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
24,318,627 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
24,318,627 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,318,627 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
56.83% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
SCHEDULE 13D
CUSIP No. 15957P105
| 1 | NAMES OF REPORTING PERSONS
Jeffrey Scott Jenkins | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
24,318,627 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
24,318,627 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,318,627 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
56.83% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
AMENDMENT NO. 2 TO SCHEDULE 13D
Explanatory Note
This Amendment No. 2 (Amendment No. 2) amends and supplements the Schedule 13D (the Original Schedule 13D) filed on March 26, 2020, as amended by that certain Amendment No. 1 to the Original Schedule 13D (Amendment No. 1), filed on November 23, 2020 and as amended through this Amendment No. 2 (the Schedule 13D). Except as specifically amended by this Amendment No. 2, the Schedule 13D remains in full force and effect. Capitalized terms used but not otherwise defined herein shall have the respective meanings previously ascribed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of this Schedule 13D is hereby amended and supplemented to include the following:
(a) As of the date hereof, the Reporting Persons beneficially own 24,318,627 shares of Common Stock, representing 56.8% of the outstanding shares.
The ownership percentage appearing on such cover pages has been calculated based on an aggregate total of 33,407,806 shares of Common Stock issued and outstanding as of November 1, 2021, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021, plus 9,386,282 shares of Common Stock beneficially owned by the Reporting Persons underlying the Series A Preferred Stock.
(b) See items 1 through 10 of the cover pages to this Statement for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition.
(c) Since the filing of Amendment No. 1, the Reporting Persons have sold a total of 523,576 shares of Common Stock, for an aggregate sales price of $2,591,308.53, which amount excludes commissions and other execution-related costs. Except for the transactions set forth in Schedule I, the Reporting Persons have not effected any transaction in Common Stock during the past 60 days. All such transactions were effected in the open market pursuant to a 10b5-1 sales plan.
(d) To the best knowledge of the Reporting Persons, no other person besides the Reporting Persons or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 4, 2022
| 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 | |
SCHEDULE I
This schedule sets forth information with respect to each sale of Common Stock that was effectuated by the Reporting Persons through Charah Holdings LP, BCP Energy Services Fund, LP and BCP Energy Services Fund-A, LP.
Charah Holdings LP
| Date | Number of Shares | Price Per Share | Principal(1) | |||||||||
| 12/30/2021 | 34,077 | $ | 4.80151 | $ | 163,621.06 | |||||||
BCP Energy Services Fund, LP
| Date | Number of Shares | Price Per Share | Principal(1) | |||||||||
| 12/30/2021 | 61,169 | $ | 4.80151 | $ | 293,703.57 | |||||||
BCP Energy Services Fund-A, LP
| Date | Number of Shares | Price Per Share | Principal(1) | |||||||||
| 12/30/2021 | 84,754 | $ | 4.80151 | $ | 406,947.18 | |||||||
| (1) | Principal excludes commissions and other execution-related costs. |