ENVIRI Corp 8-K

What Happened
ENVIRI Corporation (NVRI) filed an 8‑K on April 27, 2026 supplementing its definitive proxy for the proposed sale of its Clean Earth business to Veolia Environnement S.A. (agreements dated November 20, 2025). Following the April 3, 2026 definitive proxy and ahead of a virtual special meeting scheduled for May 4, 2026 at 9:00 a.m. ET, three lawsuits were filed in the New York Supreme Court (Marino v. Enviri, No. 652228/2026; Turner v. Enviri, No. 652270/2026; Garfield v. Earl, No. 62114/2026). Plaintiffs allege the proxy omits material information and seek injunctive relief to delay or enjoin the meeting or transaction, rescission or damages, and fees. Enviri denies the allegations but voluntarily supplemented the proxy to minimize litigation risk; the supplemental disclosures do not change the consideration payable to stockholders or the special meeting timing. The Enviri Board continues to recommend a vote “FOR” the proposals.

Key Details

• Lawsuits/demand letters: three complaints filed (Marino, Turner, Garfield) plus additional shareholder demand letters alleging disclosure deficiencies; Garfield also names Veolia, BofA Securities, Inc., and D.F. King & Co. as defendants.
• Timing & process: Agreements entered Nov. 20, 2025; preliminary proxy filed Mar. 25, 2026; definitive proxy filed Apr. 3, 2026; Special Meeting set for May 4, 2026 (virtual).
• Supplemental disclosures: provide additional background on bidder outreach (31 NDA parties; 21 proactively contacted by bankers; 16 initiated contact), director nomination related to a Jan. 17, 2025 cooperation agreement (Nicholas C. Fanandakis), and selection/engagement details for advisors.
• Financial/valuation detail added: Jefferies engagement fee estimated ≈ $19.475 million (contingent on transaction); BofA fee disclosed as ~$45 million (with $1.5 million payable for its fairness opinion); valuation metrics used by BofA include EV/2026E EBITDA multiples of 11.0x–14.0x, EV/(2026E EBITDA–Capex) of 16.5x–21.0x, DCF discount rates 8.5%–10%, and terminal growth 3%–4%.
• Clean Earth forecasts (selected): 2026E revenue $1,054M; unburdened Adjusted EBITDA $212M; adjusted EBITDA $201M; 2026 unlevered free cash flow ~$95M (figures in millions).

Why It Matters
For investors, the filing signals legal risk that could delay or complicate the planned sale of Clean Earth to Veolia. While Enviri denies the claims and says the supplemental disclosures do not change deal economics or timing, the company added substantive background, advisor fees, valuation assumptions and forecast figures to its proxy to address plaintiffs’ disclosure concerns. Retail holders should note the special meeting date (May 4, 2026), the Board’s continued recommendation to vote FOR the transaction, and that ongoing litigation could lead to injunctions, additional disclosures, or other remedies depending on court outcomes.