Enviri II Corp 8-K

What Happened

• Enviri II Corp filed an 8‑K on June 1, 2026 reporting that the Holding Company Merger and the Spin‑Off were completed prior to the NYSE opening that day, creating New Enviri (to be renamed Enviri Corporation). New Enviri expects New Enviri Common Stock to commence regular‑way trading on the NYSE as “Enviri Corporation” under the symbol NVRI on June 2, 2026.
• As part of the transaction, holders of record of the former Enviri common stock received one share of CLEH common stock for each Enviri share, and then received one share of New Enviri common stock for every three shares of CLEH held immediately after the Holding Company Merger. CLEH distributed 28,103,750 shares of New Enviri common stock to CLEH stockholders.

Key Details

• Transition Services Agreement: On June 1, 2026 New Enviri and CLEH entered a TSA under which New Enviri will provide transitional services to CLEH for fees as specified in the agreement.
• Senior Secured Credit Facilities: New Enviri joined the existing Credit Agreement providing a $152.0 million revolving credit facility and a $370.7 million Term Loan Facility. At closing there were $0 borrowings on the revolver and $370.7 million outstanding under the term loan.
• Interest & maturities: Revolver pricing is 75–125 bps over Base Rate or 175–225 bps over Term SOFR (USD); Term Loan is 125 bps over Base Rate or 225 bps over Term SOFR. Term Loan maturity is March 10, 2028; revolver maturity is the earlier of September 5, 2029 or a springing date 91 days before the Term Loan maturity (subject to extension).
• Covenants & security: New Enviri must meet a maximum total net leverage ratio of 3.00:1.00 (can increase by 0.50 for one year after certain acquisitions) and a minimum interest coverage ratio of 2.50:1.00. Obligations are guaranteed by substantially all domestic wholly‑owned subsidiaries and secured by substantially all assets.
• Governance and compensation: New Enviri adopted a 2026 Omnibus Incentive Plan (effective May 28, 2026) making executives, including the CEO and CFO, eligible for equity and cash awards. Indemnification agreements for directors and officers and amended certificate/bylaws (including a May 29, 2026 stock split and a June 2 name change to Enviri Corporation) were also filed.

Why It Matters

• The filing confirms New Enviri is now a separately traded public company (NVRI) after the spin‑off, so former Enviri/CLEH investors now hold New Enviri shares per the stated conversion ratios. That creates a new standalone equity investment with its own trading, governance and compensation arrangements.
• The credit facilities and the $370.7 million outstanding term loan define New Enviri’s immediate debt profile, interest cost and near‑term maturities; financial covenants (leverage and interest coverage) could limit flexibility and affect refinancing or acquisition plans. The TSA provides short‑term revenue and service continuity between New Enviri and CLEH.
• Investors should note the effective trading date (June 2, 2026), the conversion ratio used for share distribution, the size and terms of the secured credit facilities, and the governance/compensation framework now in place for New Enviri.