Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jonathan Batarseh departed as President and Chief Executive Officer at Charah Solutions, Inc..
- Action
- no longer hold a position as an officer
- Role
- President and Chief Executive Officer
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Spender departed as Director at Charah Solutions, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Decensi departed as Director at Charah Solutions, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jack A. Blossman, Jr. departed as Director at Charah Solutions, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sara Graziano was appointed as President at Charah Solutions, Inc..
- Action
- became officer
- Role
- President
Exact text from the filing
Ms. Graziano as President and Mr. Smith as Secretary and Treasurer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Smith was appointed as Director at Charah Solutions, Inc..
- Action
- became director
- Role
- Director
Exact text from the filing
Sara Graziano and Christopher Smith became directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert C. Flexon departed as Director at Charah Solutions, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Smith was appointed as Secretary and Treasurer at Charah Solutions, Inc..
- Action
- became officer
- Role
- Secretary and Treasurer
Exact text from the filing
Ms. Graziano as President and Mr. Smith as Secretary and Treasurer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timothy Alan Simon departed as Director at Charah Solutions, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
L.W. Varner, Jr. departed as Director at Charah Solutions, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mignon Clyburn departed as Director at Charah Solutions, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timothy J. Poché departed as Director at Charah Solutions, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Skidmore departed as Chief Financial Officer and Treasurer at Charah Solutions, Inc..
- Action
- no longer hold a position as an officer
- Role
- Chief Financial Officer and Treasurer
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jonathan Batarseh departed as Director at Charah Solutions, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sara Graziano was appointed as Director at Charah Solutions, Inc..
- Action
- became director
- Role
- Director
Exact text from the filing
Sara Graziano and Christopher Smith became directors of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Charah Solutions, Inc.: Amended and restated bylaws to reflect the name change (effective 2023-07-13).
- Change
- bylaw amendment
- Effective
- 2023-07-13
Exact text from the filing
Effective that same date, the Company amended and restated its bylaws to reflect the name change.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Charah Solutions, Inc.: Amended and restated certificate of incorporation to change name of the company to Charah Solutions, Inc (effective 2023-07-13).
- Change
- charter amendment
- Effective
- 2023-07-13
Exact text from the filing
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.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Charah Solutions, Inc. underwent a change of control involving Acquisition Parent 0423 Inc. for $6.00 per Share in cash (closed 2023-07-13).
- Action
- change of control
- Counterparty
- Acquisition Parent 0423 Inc.
- Consideration
- $6.00 per Share in cash
- Closing
- 2023-07-13
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Charah Solutions, Inc. amended Amendment No. 3 to Term Loan Agreement with Gibbons Creek Environmental Redevelopment Group, LLC and Charah Preferred Stock Aggregator, LP valued at amends mandatory prepayment provisions, change of control provisions, extends maturity date to Decem (effective 2023-07-13).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- Gibbons Creek Environmental Redevelopment Group, LLC and Charah Preferred Stock Aggregator, LP
- Value
- amends mandatory prepayment provisions, change of control provisions, extends maturity date to Decem
- Effective
- 2023-07-13
Exact text from the filing
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 ”).
View on SEC.gov
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