(Amendment No. )
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
SCHEDULE 13G
This Schedule 13G (this “Schedule 13G”) is being filed on behalf of North Run Capital, LP, a Delaware limited partnership (the “Investment Manager”), North Run Advisors, LLC, a
Delaware limited liability company (“North Run”), Todd B. Hammer and Thomas B. Ellis (collectively, the “Reporting Persons”). Todd B. Hammer and Thomas B. Ellis are the principals and sole members of North Run. North Run is the general partner of
the Investment Manager. The Investment Manager is the investment manager of certain private pooled investment vehicles (collectively, the “Funds”). This Schedule 13G relates to shares of Common Stock, $0.01 par value (the “Common Stock”), of Charah
Solutions, Inc., a Delaware corporation (the “Issuer”), held by the Funds.
Item 1(a) Name of Issuer.
Charah Solutions, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices.
12601 Plantside Drive
Louisville, KY 40299
Item 2(a) Name of Person Filing.
(1) North Run
Capital, LP
(2) North Run
Advisors, LLC
(3) Todd B.
Hammer
(4) Thomas B.
Ellis
Item 2(b) Address of Principal Business Office, or, if none, Residence.
For all Filers:
62 Walnut Street
Wellesley, MA 02481
Item 2(c) Citizenship or Place of Organization.
(1) North Run
Capital, LP is a Delaware limited partnership.
(2) North Run
Advisors, LLC is a Delaware limited liability company.
(3) Todd B.
Hammer is a U.S. citizen.
(4) Thomas B.
Ellis is a U.S. citizen.
Item 2(d) Title of Class of Securities.
Common Stock, $0.01 par value.
Item 2(e) CUSIP Number.
15957P105
Item 3 Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
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(a) [ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b) [ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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Item 4 Ownership.
Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
Inapplicable
Item 8 Identification and Classification of Members of the Group.
Inapplicable
Item 9 Notice of Dissolution of Group.
Inapplicable
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
Power of Attorney of Thomas B. Ellis, dated February 15, 2018.
Exhibit 24-2
Power of Attorney of Todd B. Hammer, dated February 15, 2018.
Exhibit 99-1
Joint Filing Agreement, dated February 12, 2021, between the Investment Manager, North Run, Todd B. Hammer and Thomas B. Ellis.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2021
NORTH RUN CAPITAL, LP
By: North Run Advisors, LLC
its general partner
By: ___________*_________________
Name: Thomas B. Ellis
Title: Member
and
By: ___________*_________________
Name: Todd B. Hammer
Title: Member
NORTH RUN ADVISORS, LLC
By: ___________*_________________
Name: Thomas B. Ellis
Title: Member
and
By: ___________*_________________
Name: Todd B. Hammer
Title: Member
___________*________________________
Thomas B. Ellis
___________*________________________
Todd B. Hammer
* By /s/ MICHAEL FISHER
Michael Fisher, Attorney-in-Fact
Pursuant to Powers of Attorney filed as exhibits hereto
EXHIBIT 24-1
POWER OF ATTORNEY
I hereby constitute and appoint Michael Fisher, as my true and lawful attorney-in-fact to:
I hereby grant to such attorney-in-fact full power and authority to do and perform any and every act requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
This Power of Attorney shall remain in full force and effect until the persons identified in clause (1) above are no longer required to file statements of beneficial ownership on
Schedule 13G, unless I earlier revoke it in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed as of this 15th day of February 2018.
/s/ THOMAS B. ELLIS
Signature
Thomas B. Ellis
Name (printed)
EXHIBIT 24-2
POWER OF ATTORNEY
I hereby constitute and appoint Michael Fisher, as my true and lawful attorney-in-fact to:
I hereby grant to such attorney-in-fact full power and authority to do and perform any and every act requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
This Power of Attorney shall remain in full force and effect until the persons identified in clause (1) above are no longer required to file statements of beneficial ownership on
Schedule 13G, unless I earlier revoke it in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed as of this 15th day of February 2018.
/s/ TODD B. HAMMER
Signature
Todd B. Hammer
Name (printed)
EXHIBIT 99-1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule
13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of Charah Solutions, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and
completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe
that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 12, 2021.
Date: February 12, 2021
NORTH RUN CAPITAL, LP
By: North Run Advisors, LLC
its general partner
By: ___________*_________________
Name: Thomas B. Ellis
Title: Member
and
By: ___________*_________________
Name: Todd B. Hammer
Title: Member
NORTH RUN ADVISORS, LLC
By: ___________*_________________
Name: Thomas B. Ellis
Title: Member
and
By: ___________*_________________
Name: Todd B. Hammer
Title: Member
___________*________________________
Thomas B. Ellis
___________*________________________
Todd B. Hammer
* By /s/ MICHAEL FISHER
Michael Fisher, Attorney-in-Fact
Pursuant to Powers of Attorney filed as exhibits hereto