Current Report Filing (8-k)
September 19 2022 - 04:16PM
Edgar (US Regulatory)
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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): September 13,
2022
____________________________
CHARAH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
____________________________
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Delaware |
001-38523 |
82-4228671 |
(State or other jurisdiction of
incorporation)
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(Commission File Number) |
(IRS Employer
Identification No.) |
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12601 Plantside Drive
Louisville, Kentucky
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40299 |
(Address of principal executive offices) |
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(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:
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Title of each class |
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Trading symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
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CHRA |
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New York Stock Exchange |
8.50% Senior Notes due 2026 |
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CHRB |
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New York Stock Exchange |
____________________________
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
x
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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.
¨
Item 2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
As previously disclosed, Charah Solutions, Inc. (the “Company”)
entered into the Term Loan Agreement (the “Term Loan Agreement”) by
and among Gibbons Creek Environmental Redevelopment Group, LLC, a
Texas limited liability company (the “Term Loan Borrower”), as
borrower, the Company and Charah, LLC, a Kentucky limited liability
company (“Charah, LLC”), as guarantors, and Charah Preferred Stock
Aggregator, LP, a Delaware limited partnership, as lender. The Term
Loan Agreement provides for a delayed-draw term loan in an
aggregate principal amount of $20.0 million. Borrowings under the
Term Loan Agreement accrue interest at a percentage per annum equal
to 12.0%, with interest payments due on the first business day of
each calendar quarter following the effective date of the Term Loan
Agreement, and on the maturity date.
On September 13, 2022, the Company elected to draw down $4.0
million of the Term Loan Agreement to fund operating activities.
Immediately following this drawdown, $10.0 million of aggregate
loans were outstanding and $10.0 million of borrowing capacity
remained available under the Term Loan Agreement, representing the
Company’s total borrowing capacity under all current long-term
financing arrangements.
The foregoing description of the Term Loan Agreement is qualified
in its entirety by reference to the full text of such agreement
which was filed as Exhibit 10.1 to the Current Report on Form 8-K
filed by the Company on August 15, 2022.
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.
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CHARAH SOLUTIONS, INC. |
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Date: |
September 19, 2022 |
By: |
/s/ Scott A. Sewell |
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Name: |
Scott A. Sewell |
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Title: |
President and Chief Executive Officer |
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