0000899243-22-036047.txt : 20221116
0000899243-22-036047.hdr.sgml : 20221116
20221116185438
ACCESSION NUMBER: 0000899243-22-036047
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221114
FILED AS OF DATE: 20221116
DATE AS OF CHANGE: 20221116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BERNHARD JAMES M JR
CENTRAL INDEX KEY: 0000940082
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38523
FILM NUMBER: 221396452
MAIL ADDRESS:
STREET 1: 4171 ESSEN LANE
STREET 2: 1ST FLOOR
CITY: BATON ROUGE
STATE: LA
ZIP: 70809
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BCP ENERGY SERVICES FUND, LP
CENTRAL INDEX KEY: 0001620882
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38523
FILM NUMBER: 221396456
BUSINESS ADDRESS:
STREET 1: 400 CONVENTION STREET
CITY: BATON ROUGE
STATE: LA
ZIP: 70802
BUSINESS PHONE: (225) 228-2501
MAIL ADDRESS:
STREET 1: 400 CONVENTION STREET
CITY: BATON ROUGE
STATE: LA
ZIP: 70802
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BCP ENERGY SERVICES FUND-A, LP
CENTRAL INDEX KEY: 0001620883
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38523
FILM NUMBER: 221396457
BUSINESS ADDRESS:
STREET 1: 400 CONVENTION STREET
CITY: BATON ROUGE
STATE: LA
ZIP: 70802
BUSINESS PHONE: (225) 228-2501
MAIL ADDRESS:
STREET 1: 400 CONVENTION STREET
CITY: BATON ROUGE
STATE: LA
ZIP: 70802
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Charah Holdings GP LLC
CENTRAL INDEX KEY: 0001743505
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38523
FILM NUMBER: 221396455
BUSINESS ADDRESS:
STREET 1: 400 CONVENTION STREET, SUITE 1010
CITY: BATON ROUGE
STATE: LA
ZIP: 70802
BUSINESS PHONE: 5028155062
MAIL ADDRESS:
STREET 1: 400 CONVENTION STREET, SUITE 1010
CITY: BATON ROUGE
STATE: LA
ZIP: 70802
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Charah Holdings LP
CENTRAL INDEX KEY: 0001743465
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38523
FILM NUMBER: 221396454
BUSINESS ADDRESS:
STREET 1: 400 CONVENTION STREET, SUITE 1010
CITY: BATON ROUGE
STATE: LA
ZIP: 70802
BUSINESS PHONE: 502-815-5062
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, LP
CENTRAL INDEX KEY: 0001807280
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38523
FILM NUMBER: 221396459
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: BCP Energy Services Fund UGP, LLC
CENTRAL INDEX KEY: 0001743507
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38523
FILM NUMBER: 221396461
BUSINESS ADDRESS:
STREET 1: 400 CONVENTION STREET, SUITE 1010
CITY: BATON ROUGE
STATE: LA
ZIP: 70802
BUSINESS PHONE: 5028155062
MAIL ADDRESS:
STREET 1: 400 CONVENTION STREET, SUITE 1010
CITY: BATON ROUGE
STATE: LA
ZIP: 70802
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BCP Energy Services Fund GP, LP
CENTRAL INDEX KEY: 0001743508
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38523
FILM NUMBER: 221396460
BUSINESS ADDRESS:
STREET 1: 400 CONVENTION STREET, SUITE 1010
CITY: BATON ROUGE
STATE: LA
ZIP: 70802
BUSINESS PHONE: 5028155062
MAIL ADDRESS:
STREET 1: 400 CONVENTION STREET, SUITE 1010
CITY: BATON ROUGE
STATE: LA
ZIP: 70802
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: JENKINS JEFFREY SCOTT
CENTRAL INDEX KEY: 0001743809
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38523
FILM NUMBER: 221396453
MAIL ADDRESS:
STREET 1: C/O CHARAH HOLDINGS
STREET 2: 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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38523
FILM NUMBER: 221396458
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-11-14
0
0001730346
Charah Solutions, Inc.
CHRA
0001743507
BCP Energy Services Fund UGP, LLC
400 CONVENTION STREET, SUITE 1010
BATON ROUGE
LA
70802
0
0
1
0
0001743508
BCP Energy Services Fund GP, LP
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
0001807267
Charah Preferred Stock Aggregator GP, LLC
400 CONVENTION STREET, SUITE 1010
BATON ROUGE
LA
70802
0
0
1
0
0001620883
BCP ENERGY SERVICES FUND-A, LP
400 CONVENTION STREET, SUITE 1010
BATON ROUGE
LA
70802
0
0
1
0
0001620882
BCP ENERGY SERVICES FUND, LP
400 CONVENTION STREET, SUITE 1010
BATON ROUGE
LA
70802
0
0
1
0
0001743505
Charah Holdings GP LLC
400 CONVENTION STREET, SUITE 1010
BATON ROUGE
LA
70802
0
0
1
0
0001743465
Charah Holdings LP
400 CONVENTION STREET, SUITE 1010
BATON ROUGE
LA
70802
0
0
1
0
0001743809
JENKINS JEFFREY SCOTT
400 CONVENTION STREET, SUITE 1010
BATON ROUGE
LA
70802
0
0
1
0
0000940082
BERNHARD JAMES M JR
400 CONVENTION STREET, SUITE 1010
BATON ROUGE
LA
70802
0
0
1
0
Series B Preferred Stock
1.74
2022-11-14
4
J
0
30000
1000.00
A
2023-02-14
Common Stock
17241380
30000
I
See Footnotes
Pursuant to that certain Preferred Stock Purchase Agreement (the "Purchase Agreement"), dated November 14, 2022, by and among Charah Solutions, Inc. (the "Issuer") and the purchaser parties thereto, the Reporting Persons purchased 30,000 shares of the Issuer's Series B Preferred Stock. The Series B Preferred Stock will be convertible at the option of the Reporting Persons at any time after February 14, 2023 into the amount of shares of common stock per share of Series B Preferred Stock (such rate, the "Conversion Rate") equal to the quotient of (i) the Liquidation Preference (as defined in the Series B Preferred Stock Certificate of Designations) in effect on the conversion date divided by (ii) $1.74 (if converted on February 14, 2023), subject to customary anti-dilution adjustments and customary provisions related to partial dividend periods.
The Series B Preferred Stock is perpetual and has no expiration date.
Reflects securities held directly or indirectly by Charah Preferred Stock Aggregator, LP ("Aggregator LP"). BCP Energy Services Fund UGP, LLC ("BCP Energy Services Fund UGP ") is the sole general partner of BCP Energy Services Fund GP, LP ("BCP Energy Services Fund GP "), which is the sole general partner of BCP Energy Services Fund, LP ("BCP Energy Services Fund"), Charah Preferred Stock Aggregator GP, LLC ("Aggregator GP") and BCP Energy Services Fund-A, LP ("BCP Energy Services Fund-A"). Aggregator GP is the sole General Partner of Aggregator LP. BCP Energy Services Fund, LP and BCP Energy Services Fund-A, LP have dispositive voting power over Charah Holdings GP LLC ("Charah Holdings GP"), which is the sole general partner of Charah Holdings LP ("Charah Holdings"). BCP Energy Services Fund UGP is managed by J.M. Bernhard, Jr. and Jeffrey Jenkins.
(Continued from Footnote 4) By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (i) each of Messrs. Bernhard and Jenkins, BCP Energy Services Fund UGP and BCP Energy Services Fund GP may be deemed to have an indirect pecuniary interest in the securities held directly by Charah Holdings, BCP Energy Services Fund, BCP Energy Services Fund-A, and Aggregator GP. Aggregator GP may be deemed to have and indirect pecuniary interest in the securities held by Aggregator LP and each of BCP Energy Services Fund and BCP Energy Services Fund-A may be deemed to have an indirect pecuniary interest in the securities held directly by Charah Holdings. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by each of Charah Holdings, BCP Energy Services Fund, BCP Energy Services Fund, Aggregator GP and Aggregator LP are reported herein.
(Continued from Footnote 5) 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.
/s/ BCP Energy Services Fund UGP, LLC, By: Jeffrey Jenkins, authorized representative; /s/ Jeffrey Jenkins
2022-11-16