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Charah Solutions (CHRA) M&A Case
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On April 17, 2023, Charah Solutions, Inc. (OTC: CHRA) announced that it entered into a definitive agreement with SER Capital Partners to acquire all of the issued and outstanding shares of common stock of the Company and that 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 the common stock of Charah Solutions for a consideration of $6.00 per share.
- 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.
Investors of $CHRA may have reasons to suspect that the pricing terms of the M&A transaction are unfair and that the Company BoD and affiliated parties breached fiduciary duties to shareholders.
Failure to Disclose,
Breach of Fiduciary duty,
Shock Event Date
17 April 2023