| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 9, 2018, Charah Solutions, Inc. (the “Company”) entered into an Information Rights Agreement (the “Agreement”) with Bernhard Capital Partners Management, LP (“BCP”), a private equity firm which indirectly through certain affiliates holds approximately 53% of the outstanding shares of the Company’s common stock, pursuant to which the Company will provide BCP with certain financial and other information and other rights. Specifically, the Agreement provides that (i) the Company will deliver, or cause to be delivered, to BCP, upon written request, certain monthly, quarterly and annual financial information as well as the Company’s annual budget, business plan and financial forecasts and projections for so long as BCP and its affiliates beneficially own at least 10% of the outstanding shares of the Company’s common stock; (ii) the Company will deliver to BCP, upon written request, such other information about the Company and its subsidiaries and provide access to the Company’s management, in each case, as may be reasonably requested by BCP for so long as BCP and its affiliates beneficially own at least 20% of the outstanding shares of the Company’s common stock; (iii) BCP will have the right to appoint one non-voting observer to the Company’s board of directors (the “Board”), provided that the observer will not be considered a director of the Company or otherwise constitute a member of the Board and will in no event be entitled to vote on any matters presented to the Board, for so long as BCP and its affiliates beneficially own at least 10% of the outstanding shares of the Company’s common stock; (iv) BCP and its affiliates, employees, agents and representatives will be bound by certain confidentiality and use restrictions regarding any information obtained pursuant to the Agreement; and (v) BCP will notify the Chairman of the Board if BCP or its affiliates have agreed to purchase or beneficially own 10% or more of the equity of a competitor of the Company, in such event the Company will not comply with the provisions of the Agreement requiring it (A) to deliver, or cause to be delivered, to BCP certain monthly financial information as well as the Company’s annual budget, business plan and financial forecasts and projections, (B) to deliver to BCP such other information about the Company and its subsidiaries and to provide access to the Company’s management, in each case, as may be reasonably requested by BCP and (C) to provide BCP the right to appoint a non-voting observer to the Board, in each case, if the Board determines that doing so could have an adverse impact on the Company. The Company’s entering into the Agreement was approved by the audit committee of the Board as well as the Board.
The foregoing description of the terms and conditions of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
