--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-035286" form_type: "8-K" ticker: null cik: "0001730346" company_name: "Charah Solutions, Inc." filed_at: "2023-07-20T23:59:59+00:00" generated_at: "2026-06-13T05:40:02.299147+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Charah Solutions completes going-private merger; stockholders receive $6.00 per share ## Summary - Merger closed July 13, 2023; Charah becomes wholly owned subsidiary of Acquisition Parent 0423 Inc., controlled by SER Capital Partners. - Each common share converted into $6.00 cash; all RSUs and PSUs vested and cancelled for cash payment. - Former directors (Decensi, Batarseh, Blossman, Clyburn, Flexon, Poche, Simon, Spender, Varner) resigned; Sara Graziano and Christopher Smith appointed directors. - Graziano named President; Smith named Secretary/Treasurer; former CEO Batarseh and CFO Skidmore stepped down effective immediately. - Term Loan amended to extend maturity to Dec 31, 2025; amendment confirms merger does not trigger change of control. ## SEC filing metadata - accession: 0001140361-23-035286 - form_type: 8-K - cik: 0001730346 - company_name: Charah Solutions, Inc. - filed_at: 2023-07-20T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/brhc20055816_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-035286 - JSON: https://secwatch.observer/filing/0001140361-23-035286.json - Plain text: https://secwatch.observer/filing/0001140361-23-035286.txt ## Key facts - Executive change 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Executive change Mark Spender departed as Director at Charah Solutions, Inc.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Executive change Robert Decensi departed as Director at Charah Solutions, Inc.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Executive change Jack A. Blossman, Jr. departed as Director at Charah Solutions, Inc.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Executive change Sara Graziano was appointed as President at Charah Solutions, Inc.. - Action: became officer - Role: President source text: Ms. Graziano as President and Mr. Smith as Secretary and Treasurer evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Executive change Christopher Smith was appointed as Director at Charah Solutions, Inc.. - Action: became director - Role: Director source text: Sara Graziano and Christopher Smith became directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Executive change Robert C. Flexon departed as Director at Charah Solutions, Inc.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Executive change Christopher Smith was appointed as Secretary and Treasurer at Charah Solutions, Inc.. - Action: became officer - Role: Secretary and Treasurer source text: Ms. Graziano as President and Mr. Smith as Secretary and Treasurer evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Executive change Timothy Alan Simon departed as Director at Charah Solutions, Inc.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Executive change L.W. Varner, Jr. departed as Director at Charah Solutions, Inc.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Executive change Mignon Clyburn departed as Director at Charah Solutions, Inc.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Executive change Timothy J. Poché departed as Director at Charah Solutions, Inc.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Executive change 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Executive change Jonathan Batarseh departed as Director at Charah Solutions, Inc.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Executive change Sara Graziano was appointed as Director at Charah Solutions, Inc.. - Action: became director - Role: Director source text: Sara Graziano and Christopher Smith became directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Governance Changes Charah Solutions, Inc.: Amended and restated bylaws to reflect the name change (effective 2023-07-13). - Change: bylaw amendment - Effective: 2023-07-13 source text: Effective that same date, the Company amended and restated its bylaws to reflect the name change. evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm - Material Agreements 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1730346/000114036123035286/0001140361-23-035286-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.