{"url_path":"/sec/cik-0002104052/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/2104052/0001193125-26-251752-index.html","accession_number":"0001193125-26-251752","cik":"0002104052","ticker":null,"issuer_name":"Enviri Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2104052/0001193125-26-251752-index.html","primary_entity_key":"0002104052","primary_entity_name":"Enviri II Corp"},"word_count":1102,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement.\n\nGeneral\n\nPrior to the opening of trading on the New York Stock Exchange (the “NYSE”) on June 1, 2026, the Holding Company Merger and Spin-Off were completed. Holders of record of Enviri Common Stock immediately before the effective time of the Holding Company Merger received in the Holding Company Merger one share of CLEH Common Stock in exchange for each share of Enviri Common Stock held by them, and subsequently received in the Distribution one share of New Enviri Common Stock for every three shares of CLEH Common Stock held by them immediately after the Holding Company Merger.\n\nNew Enviri is now a separate, publicly traded company and expects that New Enviri Common Stock will commence trading “regular way” under the name “Enviri Corporation” and symbol “NVRI” on the NYSE on June 2, 2026, which is the next trading day following the date of the Spin-Off.\n\nTransition Services Agreement\n\nOn 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. CLEH will pay New Enviri fees for any such services as specified in the Transition Services Agreement. A summary of certain material terms of the Transition Services Agreement can be found in the section entitled “Holding Company Merger, Reorganization and Distribution—The Transition Services Agreement” in New Enviri’s Information Statement (the “Information Statement”), dated May 8, 2026, attached as Exhibit 99.1 to the Current Report on Form 8-K furnished by New Enviri to the SEC on May 11, 2026, which summary is incorporated by reference herein.\n\nThe foregoing description of the Transition Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Services Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.\n\nSenior Secured Credit Facilities\n\nOn 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”).\n\nThe Credit Agreement provides for (i) a revolving credit 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 borrowings outstanding under the Revolving Credit Facility and $370.7 million of principal outstanding under the Term Loan Facility.\n\nBorrowings under the Revolving Credit Facility bear interest at a rate per annum ranging from 75 to 125 basis points over the Base Rate or 175 to 225 basis points over Term SOFR (for borrowings in US Dollars), SONIA Rate (for borrowings in Sterling) or the EURIBO Rate (for borrowings in Euro), each as defined in the Credit Agreement. Borrowings under the Term Loan Facility bear interest at a rate per annum of 125 basis points over the Base Rate or 225 basis points over Term SOFR.\n\nThe Revolving Credit Facility matures on the earlier of (1) September 5, 2029 and (2) a springing maturity date 91 days prior to the Term Loan Facility maturity date, unless the Term Loan Facility has been refinanced or such maturity date has otherwise been extended to a date at least 91 days after September 5, 2029. The Term Loan Facility matures on March 10, 2028.\n\nThe Term Loan Facility requires scheduled quarterly payments, each equal to 0.25% of the original principal amount of the loans under the Term Loan Facility made on March 10, 2021. These payments are reduced by the application of any prepayments, and any remaining balance is due and payable on the maturity of the Term Loan Facility. Any principal amount outstanding under the Revolving Credit Facility is due and payable on the maturity of the Revolving Credit Facility.\n\nThe obligations of New Enviri are guaranteed by substantially all of New Enviri’s current and future wholly-owned domestic subsidiaries (the “Guarantors”). All obligations under the Senior Credit Facilities, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of New Enviri’s assets and the assets of the Guarantors.\n\nThe Credit Agreement requires certain mandatory prepayments of outstanding loans under the Term Loan Facility, subject to certain exceptions, based on (i) net cash proceeds of certain asset sales and casualty and condemnation events, in some cases subject to reinvestment rights and certain other exceptions, (ii) net cash proceeds of any issuance of debt, excluding permitted debt issuances, and (iii) a percentage of Excess Cash Flow (as defined in the Credit Agreement) during a fiscal year.\n\nThe Credit Agreement requires New Enviri to comply with a maximum total net leverage ratio of 3.00:1.00, which ratio is to be increased by 0.50 for a period of one year following the consummation of certain significant acquisitions. In addition, the Credit Agreement requires New Enviri to comply with a minimum interest coverage ratio of 2.50:1.00.\n\nThe Credit Agreement contains a number of negative covenants that, among other things and subject to certain exceptions, restrict New Enviri’s ability and the ability of each of its restricted subsidiaries to, incur additional indebtedness or guarantees; incur certain liens; make investments, loans, advances and acquisitions; engage in transactions with affiliates; sell assets, including capital stock of its subsidiaries; make dividends or purchase, redeem or acquire capital stock of New Enviri; and consolidate or merge.\n\nThe agent and certain of the lenders providing funding or other services under the Senior Credit Facilities, as well as certain of their affiliates, have, from time to time, provided investment banking and financial advisory services to the Company and/or its affiliates for which they have received customary fees and commissions. Such agent and lenders may provide these services from time to time in the future.\n\nThe foregoing description of the Senior Secured Credit Facilities does not purport to be complete and is qualified in its entirety by reference to the full text of the conformed copy of the Credit Agreement attached as Exhibit A to Amendment No. 17 to the Credit Agreement, dated as of February 23, 2026, which is attached as Exhibit 10.26 to the Form 10 and is incorporated by reference herein."}