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 File Number)
(IRS Employer Identification No.)

12601 Plantside Drive
Louisville, Kentucky
  
 
40299
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (502) 245-1353

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
None
  
None
  
None
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company ☒
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Introductory Note
 
As previously disclosed, on April 16, 2023, Charah Solutions, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Acquisition Parent 0423 Inc., a Delaware corporation (“Parent”), and Acquisition Sub April 2023, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Acquisition Sub”), pursuant to which, and subject to the terms and conditions therein, Acquisition Sub merged with and into the Company, with the Company continuing as the surviving corporation in the merger (the “Merger”). In connection with the Merger, the Company filed with the Securities and Exchange Commission (“SEC”) a definitive proxy statement (as amended and/or supplemented from time to time, the “Proxy Statement”) with respect to the special meeting of the Company’s stockholders (“Special Meeting”) held on July 12, 2023. The shareholders approved the Merger Agreement at the Special Meeting.

Item 1.01.
Entry into a Material Definitive Agreement

Term Loan Amendment
 
On July 13, 2023, the Company entered into Amendment No. 3 to Term Loan Agreement (the “Term Loan Amendment”) by and among Gibbons Creek Environmental Redevelopment Group, LLC, a Texas limited liability company (the “Borrower”), the Company, Charah, LLC, a Kentucky limited liability company (“Charah, LLC”), certain subsidiaries of the Company, as guarantors, and Charah Preferred Stock Aggregator, LP, a Delaware limited partnership, as lender (the “Lender”), which amends that certain Term Loan Agreement, dated as of August 15, 2022, by and among the Borrower, the Company, Charah, LLC, certain subsidiaries of the Company party thereto and the Lender (the “Term Loan Agreement”). The Term Loan Amendment, among other things, (i) amends the mandatory prepayment provisions set forth in the Term Loan Agreement with respect to certain asset sale proceeds as further set forth therein, (ii) amends the Term Loan Agreement to provide that the consummation of the Merger will not result in a Change of Control (as defined in the Term Loan Agreement), (iii) amends the stated maturity date of the Term Loan Agreement to be December 31, 2025 and (iv) makes certain other amendments to the Term Loan Agreement as further set forth therein.

The foregoing description is qualified in its entirety by reference to (i) the other items of this Current Report on Form 8-K and (ii)  the Term Loan Amendment, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K, each of which is incorporated by reference herein.
 
Item 2.01.
Completion of Acquisition or Disposition of Assets

On July 13, 2023, pursuant to the terms and conditions of the Merger Agreement, the Merger was consummated.
 
Upon completion of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company issued and outstanding immediately prior to the Effective Time (each, a “Share”), was cancelled and each such Share (other than (i) Shares owned by Parent, Acquisition Sub or any of their respective wholly owned subsidiaries (other than the Company), (ii) Shares owned by the Company or the Company’s subsidiaries, or (iii) Shares owned by holders who have properly exercised appraisal rights under Section 262 of the Delaware General Corporation Law) converted into the right to receive $6.00 per Share in cash, without interest (the “Common Per Share Merger Consideration”).  In addition, at the Effective Time, each share of Series A Preferred Stock of the Company and Series B Preferred Stock of the Company that was issued and outstanding immediately prior to the Effective Time was purchased and redeemed by Parent pursuant to Section 8 of the Certificate of Designations of Series A Preferred Stock and Section 7 of the Certificate of Designations of Series B Preferred Stock, respectively, in exchange for the Series A Redemption Price (as such term is defined in the Merger Agreement) or the Series B Redemption Price (as such term is defined in the Merger Agreement), respectively.
 
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Pursuant to the terms of the Merger Agreement, at the Effective Time, (1) each outstanding restricted stock unit (“RSU”) granted pursuant to the Charah Solutions, Inc. 2018 Omnibus Incentive Plan (the “Equity Incentive Plan”) immediately and fully vested and was cancelled and converted into the right to receive an amount equal to the product of the Common Per Share Merger Consideration and the number of shares of Company common stock  underlying such RSU (including any shares of Company common stock in respect of dividend equivalent units credited thereon), such amount to be paid in cash, less any required withholding taxes and without interest, to the holder of such RSU no later than the first payroll date that occurs more than two business days following the Effective Time (subject to any delay in payment required by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), and (2) each outstanding performance share unit (“PSU”) granted pursuant to the Equity Incentive Plan immediately vested at the target level of performance and was cancelled and converted into the right to receive an amount equal to the product of the Common Per Share Merger Consideration and the number of shares of Company common stock underlying such PSU (including any shares of Company common stock in respect of dividend equivalent units credited thereon), such amount to be paid in cash, less any required withholding taxes and without interest, to the holder of such PSU no later than the first payroll date that occurs more than two business days following the Effective Time (subject to any delay in payment required by Section 409A of the Code).
 
The foregoing description is qualified in its entirety by reference to (i) the other items of this Current Report on Form 8-K and (ii) the Merger Agreement, each of which is incorporated by reference herein.
 
Item 3.03.
Material Modification to Rights of Security Holders
 
As a result of the Merger, each issued and outstanding share of Company common stock was cancelled and each holder of Company common stock ceased to have any rights as a stockholder of the Company other than the right to receive the Common Per Share Merger Consideration as set forth in the Merger Agreement.
 
The information set forth in Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference herein.
 
Item 5.01.
Changes in Control of Registrant
 
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company became a wholly owned subsidiary of Parent and, accordingly, a change in control of the Company occurred. The information set forth in Item 2.01, Item 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference herein.
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Effective as of, and immediately following, the Effective Time, in accordance with the Merger Agreement, Robert Decensi, Jonathan Batarseh, Jack A. Blossman, Jr., Mignon Clyburn, Robert C. Flexon, Timothy J. Poché, Timothy Alan Simon, Mark Spender and L.W. Varner, Jr. ceased serving as directors of the Company and members of their respective committees, and Sara Graziano and Christopher Smith became directors of the Company, in each case until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the amended and restated certificate of incorporation and amended and restated bylaws of the Company.
 
Effective as of, and immediately following the Effective Time, in accordance with the Merger Agreement, the following persons no longer hold a position as an officer of the Company: Mr. Batarseh as President and Chief Executive Officer and Mr. Skidmore as Chief Financial Officer and Treasurer, while the following persons became officers of the Company: Ms. Graziano as President and Mr. Smith as Secretary and Treasurer.
 
Ms. Graziano, age 40, serves as Partner and as Chair of the Investment Committee at SER Capital Partners (“SER”). Ms. Graziano has 20 years of experience in the energy storage, power, renewable and environmental sectors. Ms. Graziano joined SER in December of 2019 and is responsible for investment origination, execution, and portfolio management. From October of 2016 through June of 2019, Ms. Graziano was a Senior Vice President of Corporate Development and Strategy at Vistra Energy Corp. (NYSE: VST), where she was responsible for strategy formation and strategic projects, mergers and acquisitions, project development and market analytics.
 
-3-
Mr. Smith, CFA, age 49, serves as Partner and Chief Financial Officer at SER. Mr. Smith has 20 years of experience investing in and financing sustainably focused businesses. Mr. Smith joined SER in 2020 and is responsible for investment origination, execution, and portfolio management and acts as Chief Financial Officer overseeing investor reporting. Prior to joining SER, from April of 2018 through January of 2020, Mr. Smith was Interim CFO, Treasurer and Senior Vice President of Sunnova Energy Corporation (NYSE: NOVA), an Energy Capital Partners portfolio company where he led the company through significant equity, tax equity, and debt financing issuances, as well as the company’s IPO in 2019. Prior to joining Sunnova Energy Corporation, from April of 2015 through April of 2018, Mr. Smith was Managing Director and Treasurer of Hannon Armstrong Sustainable Infrastructure (NYSE: HASI).
 
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
As a result of the Merger, a change of control of the Company occurred, and the Company is now a wholly owned subsidiary of Acquisition Parent 0423 Inc., which is controlled by SER. On July 13, 2023, Acquisition Sub April 2023 Inc. amended and restated its certificate of incorporation to change its name to “Charah Solutions, Inc.” pursuant to the Merger Agreement whereby the Company continues as the surviving corporation in the Merger. Effective that same date, the Company amended and restated its bylaws to reflect the name change.
 
Pursuant to the terms of the Merger Agreement, at the Effective Time, the amended and restated certificate of incorporation and amended and restated bylaws, attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference, became the amended and restated certificate of incorporation and amended and restated bylaws of the Company.
 
 
Item 9.01.
Financial Statements and Exhibits
 
(d) Exhibits. The following exhibits are filed herewith:
 
Exhibit No.
Description
   
Amendment No. 3 to Term Loan Agreement, dated as of July 13, 2023, by and among Gibbons Creek Environmental Redevelopment Group, LLC, Charah Solutions, Inc., Charah, LLC, certain subsidiaries of Charah Solutions, Inc., as guarantors, and Charah Preferred Stock Aggregator, LP, as lender
   
Agreement and Plan of Merger, dated as of April 16, 2023 by and among Charah Solutions, Inc., Acquisition Parent 0423 Inc., and Acquisition Sub April 2023, Inc. (incorporated by reference to Exhibit 2.1 of Charah Solutions, Inc.’s Current Report on Form 8-K dated April 16, 2023)
   
Amended and Restated Certificate of Incorporation of Charah Solutions, Inc.
   
Amended and Restated Bylaws of Charah Solutions, Inc.
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

-4-
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
CHARAH SOLUTIONS, INC.
     
Date: July 19, 2023
By:
/s/ Sara Graziano
 
Name:
Sara Graziano
 
Title:
President


-5-
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” and, together with Charah Solutions, the “Parent Guarantors”, and each, a “Parent Guarantor”), the other Loan Parties party hereto, and Charah Preferred Stock Aggregator, LP, a Delaware limited partnership (the “Lender”).
 
Recitals
 
A.          WHEREAS, the Borrower, the Parent Guarantors and the Lender are parties to that certain Term Loan Agreement dated as of August 15, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the execution hereof, the “Existing Term Loan Agreement”; and the Existing Term Loan Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including, without limitation, as amended by this Agreement, the “Term Loan Agreement”), pursuant to which the Lender has made certain credit available to and on behalf of the Borrower.
 
B.          WHEREAS, Charah Solutions is party to that certain  Agreement  and  Plan  of  Merger (the “Merger Agreement”), dated as of April 16 2023, by and among Charah Solutions, Acquisition Parent 0423 Inc., Acquisition Sub April 2023, Inc., and, pursuant to Merger Agreement, Acquisition Parent 0423 Inc. will acquire Charah Solutions.
 
C.          NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, agree as follows:
 
Section 1.   Defined Terms.   Each capitalized term which is defined in the Existing    Term Loan Agreement, but which is not defined in this Amendment, shall have the meaning ascribed such term in the Existing Term Loan Agreement.
 
Section 2. Amendments to Term Loan Agreement.
 
2.1         Amendment to Article I – Definitions. Article 1 of the Existing Term Loan Agreement is hereby amended by amending and restating the following existing definitions in their entirety:
 
“Change of Control” shall mean (a) any Person or group of persons within the meaning of § 13(d)(3) of the Securities Exchange Act of 1934, other than the Permitted Holders, becomes the beneficial owner, directly or indirectly, of 40% or more of the outstanding Equity Interests of Charah Solutions, (b) individuals who constitute the continuing directors or directors appointed by the Permitted Holders cease for any reason to constitute at least a majority of the board of directors of Charah Solutions or (c) any Person or group of persons within the meaning of § 13(d)(3) of the Securities Exchange Act of 1934, other than Charah Solutions or any of its Subsidiaries, becomes the beneficial owner of 40% or more of the outstanding Equity Interests of the Borrower or any Loan Party.
 
“Maturity Date” shall mean the earlier of (i) December 31, 2025 and (ii) the effective date of any Permitted Refinancing.
 
2.2         Amendment to Article I – Definitions. Article 1 of the Existing Term Loan Agreement is hereby amended by adding the following definitions:
 
“Amendment No. 3” shall mean the Amendment No. 3 to Term Loan Agreement, dated as of July 13, 2023, by and among the Parent Guarantors, Borrower, and Lender.
 
“Amendment No. 3 Effective Date” shall have the meaning set forth in the Amendment No. 3.
 
“Permitted Holders” shall mean SER Capital Partners or its investments affiliates.

2.3         Amendment to Section 2.07 – Optional and Mandatory Prepayment. Clause (ii) of Section 2.07(b) of the Existing Term Loan Agreement is hereby amended and restated in its entirety as follows:
 
(ii) within five Business Days after receipt of any proceeds from any Disposition of real property of any Loan Party, in an amount equal to (x) 80% of the net cash proceeds from such Disposition received after the Amendment No. 3 Effective Date through, and including, June 30, 2025 and (y) 100% of the net cash proceeds from such Dispositions received on or after July 1, 2025.
 
Section 3.          [Reserved].
 
Section 4. Effectiveness. The effectiveness of the amendments set forth in Section 2 hereof shall be subject to the receipt by the Lender of each of the following documents and/or the satisfaction of the conditions precedent set forth below (as the context requires), each of which shall be reasonably satisfactory in form and substance to the Lender (the date on which such conditions are so satisfied or waived is referred to herein as the “Amendment No. 3 Effective Date”):
 
4.1         a signed counterpart of this Amendment (which may be delivered by facsimile transmission or in “pdf” electronic format), duly executed by each of Parent Guarantors, the Borrower and the other Loan Parties, and the Lender.
 
4.2         payment of all fees and expenses then due and payable by the Borrower in connection with this Amendment.
 
Section 5.          Miscellaneous.
 
5.1         Confirmation; Effect of this Amendment. Except as expressly set forth in Section 2 hereof, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lender under the Existing Term Loan Agreement or any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or other provisions contained in the Existing Term Loan Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is the express intent of the parties hereto that nothing contained herein shall be, nor shall be construed as, a substitution or novation of the Obligations under the Existing Term Loan Agreement and the other Loan Documents, all of which are and shall remain in full force and effect as expressly amended hereby. Nothing herein shall be deemed to entitle the Borrower or any Parent Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or other provisions contained in the Term Loan Agreement or any other Loan Document in similar or different circumstances after the date hereof.
 
5.2         Ratification and Affirmation; Representations and Warranties. Each Loan Party party hereto (a) acknowledges the terms of this Amendment and the Existing Term Loan Agreement as amended hereby, (b) represents and warrants to the Lender that as of the Amendment No. 3 Effective Date: (i) all of the representations and warranties contained in each Loan Document are true and correct in all material respects (without duplication of materiality), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (without duplication of materiality) as of such specified earlier date, and (ii) no Default or Event of Default has occurred and is continuing, (c) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilities contained in Article X of the Existing Term Loan Agreement) and agrees that each Loan Document remains in full force and effect as expressly amended hereby, (d)(i) is a party to certain Security Documents securing the Obligations, and (ii) agrees that according to their respective terms the Security Documents to which it is a party are and shall continue in full force and effect, including without limitation to secure the Obligations under the Loan Documents, as the same may be amended, increased, decreased, supplemented or otherwise modified from time to time and (e) acknowledges and agrees for the avoidance of doubt that the delivery of this Amendment does not indicate or establish by implication or otherwise that any Security Document requires any Parent Guarantor’s approval of amendments to the Existing Term Loan Agreement, the Term Loan Agreement or any other Loan Document (except as and to the extent expressly set forth therein).
 
5.3         Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment which may include any Electronic Signature transmitted by telecopy, facsimile or email transmission shall be effective as delivery of a manually executed counterpart of this Amendment.
 
5.4         No Oral Agreement. This Amendment, the Term Loan Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement among the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.
 
5.5         GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

5.6         Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 
5.7        Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns in accordance with Section 9.04 of the Term Loan Agreement.
 
5.8        Loan Documents. This Amendment is a Loan Document.
 
[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed effective as of the Amendment No. 3 Effective Date.

BORROWER:
GIBBONS CREEK ENVIRONMENTAL REDEVELOPMENT GROUP, LLC
     
 
By: Charah, LLC, its sole manager
     
 
By:
/s/ Steven A. Brehm
 
Name:
Steven A. Brehm
 
Title:
Vice President of Legal Affairs
     
PARENT GUARANTORS:
CHARAH SOLUTIONS, INC.
     
 
By:
/s/ Steven A. Brehm
 
Name:
Steven A. Brehm
 
Title:
Vice President of Legal Affairs
     
 
CHARAH, LLC
     
 
By:
/s/ Steven A. Brehm
 
Name:
Steven A. Brehm
 
Title:
Vice President of Legal Affairs
     
SUBSIDIARY GUARANTOR
AND GRANTOR:
AVON LAKE ENVIRONMENTAL REDEVELOPMENT GROUP, LLC
CHESWICK LEFEVER, LLC
CHESWICK PLANT ENVIRONMENTAL REDEVELOPMENT GROUP, LLC
     
 
By: Charah, LLC, its sole manager
     
 
By:
/s/ Steven A. Brehm
 
Name:
Steven A. Brehm
 
Title:
Vice President of Legal Affairs

Amendment No. 3 to Term Loan Agreement
Signature Page

LENDER:
CHARAH PREFERRED STOCK AGGREGATOR, LP
     
 
By: Charah Preferred Stock Aggregator GP, LLC, its general partner
     
 
By:
 /s/ Timothy J. Poche
 
Name:
Timothy J. Poche
 
Title:
 Authorized Representative

Amendment No. 3 to Term Loan Agreement
Signature Page


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 the name Charah Solutions, Inc.

Pursuant to a Certificate of Merger filed with the Secretary of State of the State of Delaware on July 13, 2023, Acquisition Sub April 2023 Inc., a Delaware corporation, merged with and into the Corporation.

That this Amended and Restated Certificate of Incorporation (this “Amended and Restated Certificate of Incorporation”) has been duly adopted pursuant to the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware, as follows:

FIRST: The name of the corporation is:

Charah Solutions, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware, County of New Castle, Delaware 19808. The name of the Corporation’s registered agent at such address is Corporation Service Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares that the Corporation has authority to issue is 1,000 shares of Common Stock, par value of $0.01 per share.

FIFTH: Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.

SIXTH: To the fullest extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws presently or hereafter in effect, no director of the Corporation will be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Sixth will not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

SEVENTH: Each person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the fullest extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article Seventh. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

EIGHTH: In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the General Corporation Law of the State of Delaware or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend or repeal the bylaws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional bylaws and may alter, amend or repeal any bylaw whether adopted by them or otherwise. The Corporation may in its bylaws confer powers upon the Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

NINTH: The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

TENTH: All mail shall be directed to:
 
PO Box 3109
PMB 82008
Houston, Texas 77235 - 3109

[Signature Page to Follow]

IN WITNESS WHEREOF, I the undersigned, being a duly authorized officer, does hereby execute this Amended and Restated Certificate of Incorporation this 13th day of July, 2023.

  /s/ Sara Graziano
 
Name: Sara Graziano
 
Title: President


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 Directorships
4
 
Section 4.
Regular Meetings
4
 
Section 5.
Special Meetings
4
 
Section 6.
Quorum
 5
 
Section 7.
Written Action
 5
 
Section 8.
Participation in Meetings by Conference Telephone
 5
 
Section 9.
Committees
 5
 
Section 10.
Compensation
 6
 
Section 11.
Rules
 6
ARTICLE III
NOTICES
 7
 
Section 1.
Generally
 7
 
Section 2.
Waivers
 7
ARTICLE IV
OFFICERS
 8
 
Section 1.
Generally
 8
 
Section 2.
Compensation
 8
 
Section 3.
Succession
 8
 
Section 4.
Authority and Duties
 8
 
Section 5.
Action with Respect to Securities of Other Corporations
 8
ARTICLE V
STOCK
 9
 
Section 1.
Certificates
 9
 
-i-
TABLE OF CONTENTS
(continued)
Page

 
Section 2.
Transfer
9
 
Section 3.
Lost, Stolen or Destroyed Certificates
10
 
Section 4.
Record Date
10
ARTICLE VI
GENERAL PROVISIONS
12
 
Section 1.
Fiscal Year
12
 
Section 2.
Corporate Seal
12
 
Section 3.
Reliance upon Books, Reports and Records
12
 
Section 4.
Time Periods
12
 
Section 5.
Dividends
 13
ARTICLE VII
AMENDMENTS
13
 
Section 1.
Amendments
13

-ii-
BYLAWS

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.    Time and Place of Meetings.    All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, within or without the State of Delaware, as may be designated by the Board of Directors, or by the Chairman of the Board of Directors, a Vice President or the Secretary in the absence of a designation by the Board of Directors, and stated in the notice of the meeting or in a duly executed waiver of notice thereof. Stockholders may participate in an annual or special meeting of the stockholders by use of any means of communication by which all stockholders participating may simultaneously hear each other during the meeting. A stockholder’s participation in a meeting by any such means of communication constitutes presence in person at the meeting.

Section 2.  Annual Meeting. An annual meeting of the stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors, at which meeting the stockholders shall elect by a plurality vote the directors to succeed those whose terms expire and shall transact such other business as may properly be brought before the meeting.
 
Section 3.    Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law or by the Certificate of Incorporation, may be called by the Board of Directors, the Chairman of the Board of Directors or a Vice President.

Section 4.    Notice of Meetings. Notice of every meeting of the stockholders, stating the place, if any, date and hour of the meeting, the means of remote communication, if any, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, and delivered in accordance with Section 1 of Article III hereof, shall be given not less than 10 nor

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more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting, except as otherwise provided herein or by law. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 5.    Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

Section 6.   Voting.   Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled at every meeting of the stockholders to one vote for each share of stock having voting power standing in the name of such stockholder on the books of the Corporation on the record date for the meeting and such votes may be cast either in person or by written proxy. Every proxy must be duly executed and filed with the Secretary of the Corporation. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another
 
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duly executed proxy bearing a later date with the Secretary of the Corporation. The vote upon any question brought before a meeting of the stockholders may be by voice vote, unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. When a quorum is present at any meeting, the vote of the holders of a majority of the stock that has voting power present in person or represented by proxy shall decide any question properly brought before such meeting, unless the question is one upon which by express provision of law, the Certificate of Incorporation or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

ARTICLE II

DIRECTORS

Section 1.   Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders.
 
Section 2.   Number and Term of Office. (a) the Board of Directors shall consist of one or more members and (b) the number of directors shall be fixed by resolution from time to time of the Board of Directors or by the stockholders at the annual meeting or a special meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article, and each director elected shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal, in each case except as required by law. The Board of Directors may, at its discretion, elect a Chairman of the Board of Directors from the directors currently in office by a majority of the directors then in office, though less than

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a quorum, or by a sole remaining director, and the Chairman so elected shall hold office until the next annual meeting of the stockholders and until his/her successor is elected and qualified, except as required by law. Any decrease in the authorized number of directors shall not be effective until the expiration of the term of the directors then in office, unless, at the time of such decrease, there shall be vacancies on the Board of Directors which are being eliminated by such decrease.

Section 3.   Vacancies and New Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors which occur between annual meetings of the stockholders may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and qualified, except as required by law.

Section 4.    Regular Meetings. Regular meetings of the Board of Directors may be held without notice immediately after the annual meeting of the stockholders and at such other time and place as shall from time to time be determined by the Board of Directors.

Section 5.    Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or a Vice President on one day’s notice to each director by whom such notice is not waived, given in accordance with Section 1 of Article III hereof, and shall be called by a Vice President or the Secretary in like manner and on like notice on the written request of any director.

Section 6.  Quorum.  At all meetings of the Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors,

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the directors present thereat may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7.   Written Action. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or Committee.

Section 8.    Participation in Meetings by Conference Telephone. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or a meeting of any such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 9.   Committees.    The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation and each to have such lawfully delegable powers and duties as the Board of Directors may confer and each such committee shall serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as otherwise provided by law, any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which

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may require it. Any committee or committees so designated by the Board of Directors shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless otherwise prescribed by the Board of Directors, a majority of the members of the committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum shall be the act of such committee. Each committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and shall keep a written record of all actions taken by it.
Section 10. Compensation. The Board of Directors may establish such compensation for, and reimbursement of the expenses of, directors for attendance at meetings of the Board of Directors or committees, or for other services by directors to the Corporation, as the Board of Directors may determine.

Section 11.  Rules. The Board of Directors may adopt such special rules and regulations for the conduct of their meetings and the management of the affairs of the Corporation as they may deem proper, not inconsistent with law or these bylaws.

ARTICLE III

NOTICES

Section 1.   Generally.   Whenever by law or under the provisions of the Certificate of Incorporation or these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at such director’s or stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed

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to be given at the time when the same shall be deposited in the United States mail. Except as otherwise required or prohibited by law, notice to directors and stockholders may also be given by facsimile, by telephone, electronic mail, posting on an electronic network together with separate notice to the director or stockholder of such specific posting (which notice shall be deemed given upon the later of such posting and the giving of such separate notice), or by any other form of electronic transmission consented to by the stockholder or director to whom the notice is given. Except as otherwise stated therein, notice pursuant to the preceding sentence will be deemed to be given at the time when the same is sent.

Section 2.   Waivers. Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to such notice, in each case, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
 
ARTICLE IV

OFFICERS

Section 1.   Generally. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a President, a Secretary and a Treasurer. The Board of Directors may also elect such other officers, as the Board of Directors deems desirable, including, without limitation, the election of a Chief Executive Officer and Chief Financial Officer. Any number of offices may be held by the same person.

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Section 2.   Compensation.  The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of other officers and agents of the Corporation to an officer of the Corporation.

Section 3.   Succession. The officers of the Corporation shall hold office until their successors are elected and qualified or until such officer’s earlier resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 4.   Authority and Duties. Each of the officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by the Board of Directors in a resolution which is not inconsistent with these bylaws.

Section 5.    Action with Respect to Securities of Other Corporations. The Secretary shall have and is hereby given, full power and authority, except as otherwise required by law or directed by the Board of Directors, to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders, members, partners or other equity holders (or with respect to any action of such stockholders, members, partners or other equity holders) of any other corporation, limited liability company, partnership or other entity in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities. In addition, the Secretary may delegate to other officers, employees and agents of the Corporation the power and authority to take any action which the Secretary is authorized to take under this Section 5, with such limitations as the Secretary

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may specify; such authority so delegated by the Secretary shall not be re-delegated by the person to whom such execution authority has been delegated.

ARTICLE V

STOCK

Section 1.    Certificates. Shares of stock of the Corporation may be certificated or uncertificated, as provided under the General Corporation Law of the State of Delaware. Every holder of stock of the Corporation, shall be entitled to have a certificate or certificates, in such form as the Board of Directors shall prescribe, certifying the number of shares of stock of the Corporation owned by the stockholder. The certificates representing shares of such stock shall be numbered in the order in which they shall be issued and shall be signed by, or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors or the President or Chief Executive Officer or a Vice-President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation. Any or all of the signatures upon such certificates may be facsimiles, engraved or printed.

Section 2.  Transfer. Transfers of shares of the stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon payment of all taxes thereon and, in the case of certificated shares, surrender of the certificate or certificates for such shares properly endorsed or, in the case of uncertificated shares of stock, compliance with appropriate procedures for transferring shares in uncertificated form.

Section 3. Lost, Stolen or Destroyed Certificates. The Secretary may direct issuance of a new certificate, certificates or uncertificated shares of stock in place of any certificate or

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certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact, satisfactory to the Secretary, by the person claiming the certificate of stock to be lost, stolen or destroyed. As a condition precedent to the issuance of a new certificate or certificates the Secretary may require the owner of such lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to give the Corporation a bond in such sum and with such surety or sureties as the Secretary may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of the new certificate or uncertificated shares of stock.

Section 4.    Record Date.
 
(a)          In order that the Corporation is able to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day preceding the day on which notice is given, or, if notice is waived, at the close of business on the day preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
 
(b)       In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which

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record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)          In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
 
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ARTICLE VI

GENERAL PROVISIONS

Section 1.    Fiscal Year. The fiscal year of the Corporation shall be fixed from time to time by the Board of Directors.

Section 2.    Corporate Seal. The Board of Directors may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 3.   Reliance upon Books, Reports and Records.   Each director, each member of a committee designated by the Board of Directors and each officer of the Corporation will, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the director, committee member or officer reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4.    Time Periods. In applying any provision of these bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

Section 5.    Dividends. The Board of Directors may from time to time declare and the Corporation may pay dividends upon its outstanding shares of capital stock, in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation.

ARTICLE VII

AMENDMENTS
 
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Section 1.    Amendments. These bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the stockholders or by the Board of Directors.


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v3.23.2
Document and Entity Information
Jul. 13, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 13, 2023
Current Fiscal Year End Date --12-31
Entity File Number 001-38523
Entity Registrant Name CHARAH SOLUTIONS, INC.
Entity Central Index Key 0001730346
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 82-4228671
Entity Address, Address Line One 12601 Plantside Drive
Entity Address, City or Town Louisville
Entity Address, State or Province KY
Entity Address, Postal Zip Code 40299
City Area Code 502
Local Phone Number 245-1353
Entity Emerging Growth Company true
Entity Ex Transition Period false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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