SER Capital Partners entered into an agreement and plan of merger to acquire Charah Solutions, Inc. (OTCPK:CHRA) from Bernhard Capital Partners Management, LP and others for $31.4 million on April 16, 2023. SER would acquire all of the issued and outstanding shares of common stock of Charah Solutions for a consideration of $6.00 per share. 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. Following the closing of the transaction, Charah's leadership team will continue in their roles and employees will remain with the company under the new ownership structure. SER Capital Partners obtained certain equity financing commitments from certain affiliates pursuant to an equity commitment letter with an amount of $88,053,626, for the purpose of financing the transaction. In case of termination under certain circumstances, Charah shall pay a termination fee of $3.5 million.

Transaction has been unanimously approved by the board of directors of Charah Solutions and SER Capital Partners. Transaction is subject to the Requisite Stockholder Approval, consent from the Federal Communications Commission 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. Concurrently with the execution of the merger agreement, SER, Charah Solutions and Bernhard Capital Partners (?BCP?), 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.

Debra Sinclair, Brian Lennon, Justin Sommerkamp and Andrew Thomison of Willkie Farr & Gallagher LLP acted as legal advisor and Houlihan Lokey acted as financial advisor and fairness opinion provider to Charah Solutions, Inc. Ben Stulberg and Jeff Schlegel of Jones Day acted as legal advisor and Guggenheim Securities, LLC acted as financial advisor to SER. William J. Benitez, Jennifer R. Gasser, Lucas E. Spivey, Julian J. Seiguer, Ty?Meka M. Reeves-Sobers, Mark Dundon and Joe Tobias of Kirkland & Ellis LLP acted as legal advisors Bernhard Capital Partners.

SER Capital Partners completed the acquisition of Charah Solutions, Inc. (OTCPK:CHRA) from Bernhard Capital Partners Management, LP and others on July 13, 2023. All other closing conditions under the Merger Agreement have been met or waived.