CHARAH SOLUTIONS, INC.
12601 Plantside Dr.
Louisville, KY 40299
(502) 245-1353
May 29, 2018
Pamela Long
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
| Re: | Charah Solutions, Inc. |
Registration Statement on Form S-1
File No. 333-225051
Ladies and Gentlemen:
Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), Charah Solutions, Inc. (the “Company”) hereby confidentially submits its currently expected offering terms of the initial public offering (the “Offering”) of common stock, par value $0.01 per share (the “Common Stock”), including the bona fide price range pursuant to Item 503(b)(3) of Regulation S-K, the number of shares of Common Stock to be offered, the estimated net proceeds the Company expects to receive from the Offering and the total number of shares of Common Stock to be outstanding after the Offering. The Company expects that these pricing terms will be included in a future amendment to the Registration Statement on Form S-1, File No. 333-225051 (the ‘‘Registration Statement’’). In addition, the Company has included certain changed pages that it plans to include in the Registration Statement for the Staff’s review.
The Offering terms are a bona fide estimate of the range of the minimum and maximum offering price and the maximum number of securities to be offered as of May 29, 2018. Should the bona fide estimates of these terms change, the figures presented in future amendments to the Registration Statement may increase or decrease.
The Company proposes to price the Offering with a bona fide price range of $16.00 to $18.00 per share of Common Stock, with a midpoint of $17.00 per share. In the Offering, the Company proposes to sell up to 5,294,117 shares of Common Stock, and the selling stockholders propose to sell up to 3,161,765 shares of Common Stock, which includes 1,102,941 shares of Common Stock that the selling stockholders have granted the underwriters the right to purchase to cover over-allotments. As discussed with members of the Staff, this range is initially being provided for your consideration by correspondence due to the Company’s and the underwriters’ concern regarding providing such information in advance of the launch of the Offering given recent market volatility, as well as the Company’s desire to provide all information necessary for the Staff to complete its review on a timely basis.
The Company is enclosing its proposed marked copy of those pages of the Registration Statement that will be affected by the Offering terms set forth herein, as well as such other terms as discussed. These marked changes will be incorporated into a future amendment to the Registration Statement. The Company seeks confirmation from the Staff that it may launch its Offering with the price range specified herein and include such price range in a future filing of the Registration Statement.
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If you have any questions with respect to the foregoing, please contact Julian Seiguer of Kirkland & Ellis LLP at (713) 836-3334 or Michael Rigdon of Kirkland & Ellis LLP at (713) 836-3647.
| Very truly yours, | ||
| CHARAH SOLUTIONS, INC. | ||
| By: | /s/ Bruce Kramer | |
| Name: | Bruce Kramer | |
| Title: | Chief Financial Officer and Treasurer | |
Enclosures
| cc: | Sherry Haywood (Securities and Exchange Commission) |
Asia Timmons-Pierce (Securities and Exchange Commission)
Tracy Mariner (Securities and Exchange Commission)
Jeane Baker (Securities and Exchange Commission)
Charles Price (Charah Solutions, Inc.)
Bruce Kramer (Charah Solutions, Inc.)
Julian Seiguer (Kirkland & Ellis LLP)
Michael Rigdon (Kirkland & Ellis LLP)
Richard Truesdell (Davis Polk & Wardwell LLP)
