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