Charah Solutions to be acquired by SER Capital Partners for $6.00 per share

Charah Solutions entered into a definitive agreement with SER Capital Partners to acquire all of the issued and outstanding shares of common stock of the Company. In connection with the transaction, all of the issued and outstanding shares of Series A and Series B preferred stock of the Company will be redeemed by the Company. Subject to stockholder approval and other customary closing conditions, the transaction is expected to be completed in the third quarter of 2023, after which Charah Solutions will be a wholly owned portfolio company of SER. Under the proposed transaction, SER would acquire all of the issued and outstanding shares of common stock of Charah Solutions for a consideration of $6.00 per share which represents a 134% premium of the Company’s 20-day volume-weighted average price of $2.56 as of April 14, 2023. In addition, all issued and outstanding shares of Series A preferred stock would be redeemed at 100% of its liquidation preference, and Series B preferred stock would be redeemed at 100% of its liquidation preference. The Company’s 8.50% Senior Notes due August 31, 2026 will remain outstanding after the closing of this transaction. Concurrently with the execution of the merger agreement, SER, Charah Solutions and Bernhard Capital Partners, the Company’s largest equity holder, entered into a voting and support agreement, pursuant to which BCP agreed to, among other things, vote its shares of capital stock in favor of the transaction. Following the closing of the transaction the Company’s experienced leadership team will continue in their roles, advancing the Company’s focus on the safety of its team members and on providing an exceptional customer experience via its environmentally responsible, innovative, and customized solutions. Charah Solutions’ valued employees will remain employees of the Company under the new ownership structure.