Business Context and Reporting Period
This Form 8-K, dated May 28, 2026, reports the completion of a corporate spin-off and merger by Enviri II Corporation (now Enviri Corporation). On June 1, 2026, the company completed a transaction separating its "Clean Earth" business (sold to Veolia Environnement S.A.) from its "Harsco Environmental" and "Rail" businesses (retained as the new standalone Enviri). The new entity commenced trading on the NYSE under the symbol "NVRI" on June 2, 2026.
Key Financial Metrics
The filing details the capital structure and debt obligations of the newly independent Enviri Corporation but does not provide revenue, profit, or cash flow figures for the reporting period.
- Debt Facilities: New Enviri assumed a Senior Secured Credit Facility consisting of a $152.0 million Revolving Credit Facility and a $370.7 million Term Loan B Facility.
- Outstanding Borrowings: Immediately following the transaction, there were no borrowings under the Revolving Credit Facility and $370.7 million outstanding under the Term Loan Facility.
- Interest Rates: Revolving facility rates range from 75-125 bps over Base Rate or 175-225 bps over Term SOFR. Term Loan rates are 125 bps over Base Rate or 225 bps over Term SOFR.
- Maturity Dates: The Term Loan matures on March 10, 2028. The Revolving Credit Facility matures on September 5, 2029 (or earlier based on springing maturity provisions).
- Equity Distribution: 28,103,750 shares of New Enviri Common Stock were distributed to former Enviri stockholders at a ratio of one share of New Enviri for every three shares of CLEH Common Stock.
Material Changes Versus Prior Period
The primary material change is the structural separation of the company. Enviri II Corporation transitioned from a wholly-owned subsidiary to an independent, publicly traded entity. The "Clean Earth" business was divested to Veolia, while the "Harsco Environmental" and "Rail" businesses were retained. The company also executed a stock split and amended its Certificate of Incorporation and Bylaws effective May 29, 2026, and changed its legal name from "Enviri II Corporation" to "Enviri Corporation" effective June 2, 2026.
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance or management commentary regarding future earnings. Key risks and contingencies include:
- Covenant Compliance: The Credit Agreement mandates a maximum total net leverage ratio of 3.00:1.00 and a minimum interest coverage ratio of 2.50:1.00.
- Restrictive Covenants: The company is restricted from incurring additional indebtedness, making certain investments, selling assets, or paying dividends without meeting specific conditions.
- Mandatory Prepayments: The company must prepay debt using net cash proceeds from asset sales, casualty events, or a percentage of Excess Cash Flow.
- Transition Services: New Enviri entered into a Transition Services Agreement with CLEH (the Veolia entity) to provide interim services, creating a dependency on the former parent for certain operational functions.
Investor Verification Checklist
- Verify the exact terms of the Transition Services Agreement to understand the duration and cost of reliance on the former parent company.
- Confirm the company's ability to meet the 3.00:1.00 net leverage and 2.50:1.00 interest coverage covenants given the $370.7 million term loan balance.
- Review the Form 10 (File No. 001-43207) referenced in the filing for detailed financial statements of the New Enviri Business.
- Monitor the commencement of trading under the new ticker "NVRI" on June 2, 2026.
- Assess the impact of the mandatory prepayment clauses on future liquidity and capital allocation.