secwatch / observer
8-K filed June 1, 2026, 5:18 PM ET CIK 0002104052
M&A confidence high sentiment neutral materiality 0.90

Enviri II Corp: M&A transaction — New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Enviri II Corp amended credit facility of $152.0 million with Bank of America, N.A., as Administrative Agent and Collateral Agent at ranging from 75 to 125 basis points over the Base Rate or 175 to 225 basis point maturing September 5, 2029.

Instrument
credit facility
Principal
$152.0 million
Counterparty
Bank of America, N.A., as Administrative Agent and Collateral Agent
Rate
ranging from 75 to 125 basis points over the Base Rate or 175 to 225 basis point
Maturity
September 5, 2029
Event
amendment
Exact text from the filing
The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)
View on SEC.gov
Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Enviri II Corp amended term loan of $370.7 million with Bank of America, N.A., as Administrative Agent and Collateral Agent at 125 basis points over the Base Rate or 225 basis points over Term SOFR maturing March 10, 2028.

Instrument
term loan
Principal
$370.7 million
Counterparty
Bank of America, N.A., as Administrative Agent and Collateral Agent
Rate
125 basis points over the Base Rate or 225 basis points over Term SOFR
Maturity
March 10, 2028
Event
amendment
Exact text from the filing
facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”) and (ii) a term loan B facility in an aggregate principal amount of $370.7 million (such facility, the “Term Loan Facility” and together with the Revolving Credit Facility, the “Senior Credit Facilities”). Following the completion of the Merger, there are no
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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.85

Enviri II Corp: Adopted Code of Conduct.

Change
code of ethics
Exact text from the filing
In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.
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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Enviri II Corp: Amended and restated bylaws (effective 2026-05-29).

Change
bylaw amendment
Effective
2026-05-29
Exact text from the filing
New Enviri also amended and restated its Bylaws (the “Amended and Restated Bylaws”), effective as of May 29, 2026.
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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Enviri II Corp: Increased authorized shares and effected stock split (effective 2026-05-29).

Change
charter amendment
Effective
2026-05-29
Exact text from the filing
The Split Amendment increased the number of authorized shares of New Enviri Common Stock and effected a stock split of the then-outstanding shares of New Enviri Common Stock.
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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Enviri II Corp: Filed amended and restated certificate of incorporation (effective 2026-05-29).

Change
charter amendment
Effective
2026-05-29
Exact text from the filing
New Enviri filed an amended and restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware, which became effective as of the time of filing.
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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Enviri II Corp underwent a change of control (closed 2026-06-01).

Action
change of control
Closing
2026-06-01
Exact text from the filing
This Current Report on Form 8-K is being filed in connection with the completion of the spin-off of New Enviri contemplated by the Separation Agreement.
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Enviri II Corp entered into Transition Services Agreement with CLEH valued at New Enviri will provide certain services to CLEH on an interim, transitional basis (effective 2026-06-01).

Action
entry
Counterparty
CLEH
Value
New Enviri will provide certain services to CLEH on an interim, transitional basis
Effective
2026-06-01
Exact text from the filing
On June 1, 2026, New Enviri entered into a transition services agreement (the “Transition Services Agreement”) with CLEH pursuant to which New Enviri will provide certain services to CLEH on an interim, transitional basis.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Enviri II Corp entered into Third Amended and Restated Credit Agreement with Bank of America, N.A. valued at Revolving credit facility of $152.0 million and term loan B facility of $370.7 million (effective 2026-06-01).

Action
entry
Agreement
credit facility
Counterparty
Bank of America, N.A.
Value
Revolving credit facility of $152.0 million and term loan B facility of $370.7 million
Effective
2026-06-01
Exact text from the filing
On June 1, 2026, New Enviri entered into a joinder agreement to that certain Third Amended and Restated Credit Agreement, dated as of November 2, 2016 (as amended, modified, extended or restated from time to time, the “Credit Agreement”), by and among Enviri Corporation, the issuing lenders named therein, the lenders party thereto, the other parties party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent (the “Agent”).
View on SEC.gov

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Source: SEC EDGAR
accession 0001193125-26-251752
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