Item 1.01 Entry into Material Definitive Agreement.
Registration Rights Agreement Amendment
As a condition to the Closing, on
The foregoing description of the Registration Rights Agreement Amendment is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information contained in Item 5.03 below relating to the rights of the holders of the Preferred Stock is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The Preferred Stock ranks senior to the Company's common stock with respect to
dividend rights and with respect to rights on liquidation, winding up and
dissolution. Each share of Preferred Stock is issued with an initial Liquidation
Preference (as defined in the Certificate) of
The Preferred Stock is convertible at the option of the holders at any time
after the three month anniversary of the issuance of Preferred Stock into the
amount of shares of common stock per share of Preferred Stock (such rate, the
"Conversion Rate") equal to the quotient of (i) the Liquidation Preference in
effect on the conversion date divided by (ii) a conversion price of
At any time following the three year anniversary of issuance of the Preferred Stock, the Company may give 30 days' notice to the holders of the Preferred Stock that it intends to cause the conversion of the Preferred Stock at the Conversion Rate, provided the closing sale price of the common stock equals or exceeds 120% of the Conversion Price for the 20 trading days ending on the date immediately prior to the date of delivery of the Company's notice to convert and subject to certain other requirements. Upon delivery of such notice, each holder of the Preferred Stock proposed to be converted will have the option, at its discretion, to have its Preferred Stock converted at the then-applicable Conversion Rate or redeemed in cash at the then-applicable Redemption Price (as defined below).
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If the Company undergoes certain change of control transactions, the Company
will be required to immediately make an offer to repurchase all of the
then-outstanding shares of Preferred Stock for cash consideration per share
equal to the greater of (i) 100% of the Liquidation Preference, plus accrued and
unpaid dividends, plus, if applicable for a transaction occurring prior to the
third anniversary of the Closing, a make-whole premium determined pursuant to a
calculation of the present value of the dividends that would have accrued
through such anniversary, discounted at a rate equal to the applicable treasury
rate plus 0.50% (the "Make-Whole Premium"); provided that if the transaction
occurs prior to the first anniversary of the Closing, the Make-Whole Premium
shall be no greater than
At any time following the three-year anniversary of the Closing, the Company may redeem the Preferred Stock, in whole or in part, for an amount in cash equal to the greater of (i) the closing sale price of the common stock on the date the Company delivers such notice multiplied by the number of shares of common stock issuable upon conversion of the outstanding Preferred Stock and (ii) (x) if the redemption occurs prior to the fourth anniversary of the date of the Closing, 103% of the Liquidation Preference, plus accrued and unpaid dividends, or (y) if the redemption occurs on or after the fourth anniversary of the date of the Closing, the Liquidation Preference plus accrued and unpaid dividends (the foregoing clauses (i) or (ii), as applicable, the "Redemption Price").
At any time following the seven-year anniversary of the Closing, the holders of the Preferred Stock will have the option to require the Company to redeem any or all of the then-outstanding shares of Preferred Stock for cash consideration equal to the Liquidation Preference, plus accrued and unpaid dividends.
In addition, from and after
Until conversion, the holders of the Preferred Stock will vote together with the Company's common stock on an as-converted basis and also have rights to vote as a separate class on certain customary matters impacting the Preferred Stock. However, the Preferred Stock is not convertible into the Company's common stock and is not entitled to the board election rights described above, and the voting power of such Preferred Stock will be limited to 0.99% of the voting power of the common stock outstanding prior to the transaction, in each case, until the Requisite Approval Notice Date.
The foregoing description of the Certificate is qualified in its entirety by reference to the full text of the Certificate, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
This Current Report on Form 8-K contains certain "forward-looking statements." All statements, other than statements of historical facts, included in this Current Report on Form 8-K that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future, are forward-looking statements. These statements are based on certain assumptions made by the Company based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause the Company's actual results to differ materially from those implied or expressed by the forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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Item 9.01 Financial Statements and Exhibits.
(a) Exhibits. Exhibits. Exhibit Number Description 3.1 Certificate of Designations of Series A Preferred Stock, datedMarch 16, 2020 4.1 Amendment No. 1 to Registration Rights Agreement datedMarch 16, 2020 by and betweenCharah Solutions, Inc. andBCP Energy Services Fund, LP ,BCP Energy Services Fund-A, LP ,Charah Holdings LP , andCharah Preferred Stock Aggregator, LP 4
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