{"url_path":"/sec/nvri/8-k/2026-06-01/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/45876/0001193125-26-251741-index.html","accession_number":"0001193125-26-251741","cik":"0000045876","ticker":"NVRI","issuer_name":"ENVIRI LLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/45876/0001193125-26-251741-index.html","primary_entity_key":"0000045876","primary_entity_name":"ENVIRI Corp"},"word_count":419,"has_tables":true,"body_markdown":"Item 2.01\n\nCompletion of Acquisition or Disposition of Assets.\n\nThe information provided in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.\n\nOn June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the Holding Company Merger, the Reorganization and the Distribution 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\nImmediately following the Distribution, on June 1, 2026, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into CLEH, with CLEH surviving. At the effective time of the Merger and as a result of the Merger, CLEH became an indirect wholly owned subsidiary of Veolia and each share of CLEH Common Stock that was issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $15.00 in cash per share, without interest (the “Merger Consideration”). The aggregate consideration paid by Veolia to acquire the Clean Earth Business was $3,040,000,000, subject to customary adjustments. Of such aggregate consideration, (i) the Merger Consideration was paid to the holders of CLEH Common Stock in the Merger, and (ii) the remainder was paid to Enviri LLC (as successor by merger to Enviri) pursuant to an intercompany note issued by CLEH to Enviri LLC in connection with the Reorganization, which amount was used primarily for the repayment of Enviri’s indebtedness, the termination of the AR Facility, the payment of transaction expenses and to retain cash to support Harsco Rail’s large European engineered-to-order rail contracts. The Merger Consideration is in addition to the shares of New Enviri Common Stock that the CLEH stockholders (the then former Enviri stockholders) received in the Distribution, as described above.\n\nThe foregoing description of the Holding Company Merger, the Distribution and the Merger does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement and the Merger Agreement, which are attached as Exhibit 2.1 and Exhibit 2.2, respectively, to the Current Report on Form 8-K filed by Enviri with the SEC on November 21, 2025 and are incorporated by reference herein."}