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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
ENVIRI Corp (Name of Issuer) |
Common Stock, par value $1.25 per share (Title of Class of Securities) |
415864107 (CUSIP Number) |
William Braverman ESQ 1290 Avenue of the Americas, New York, NY, 10104 212-476-9035 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 415864107 |
| 1 |
Name of reporting person
Neuberger Berman Group LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,752,917.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| CUSIP No. | 415864107 |
| 1 |
Name of reporting person
Neuberger Berman Investment Advisers Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,595,070.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| CUSIP No. | 415864107 |
| 1 |
Name of reporting person
Neuberger Berman Canada Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
157,747.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
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| CUSIP No. | 415864107 |
| 1 |
Name of reporting person
NB Acquisitionco ULC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRITISH COLUMBIA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
157,747.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| CUSIP No. | 415864107 |
| 1 |
Name of reporting person
Neuberger Berman Canada ULC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRITISH COLUMBIA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
157,747.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 415864107 |
| 1 |
Name of reporting person
Benjamin Nahum | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
425,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 415864107 |
| 1 |
Name of reporting person
Michael Greene | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
116,700.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 415864107 |
| 1 |
Name of reporting person
Rand Gesing | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
129,951.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 415864107 |
| 1 |
Name of reporting person
Neuberger Berman Investment Advisers LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,595,070.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $1.25 per share | |
| (b) | Name of Issuer:
ENVIRI Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
TWO LOGAN SQUARE, 100-120 NORTH 18TH STREET, 17TH FLOOR, PHILADELPHIA,
PENNSYLVANIA
, 19103. | |
Item 1 Comment:
The class of equity securities to which this statement on Schedule 13D relates is the common stock, par value $1.25 per share (the "Securities") of Enviri Corporation, a Delaware corporation, having its principal place of business at Two Logan Square, 100-120 North 18th St., 17th Floor, Philadelphia, Pennsylvania 19103. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is being filed by the following persons: Neuberger Berman Group LLC ("NB Group"), Neuberger Berman Investment Advisers Holdings LLC ("NBIA Holdings"), Neuberger Berman Investment Advisers LLC ("NBIA"), Neuberger Berman Canada Holdings LLC ("NBCH"), NB Acquisitionco ULC ("NBAU"), Neuberger Berman Canada ULC ("NBCU," and together with NB Group, NBIA Holdings, NBIA, NBCH, NBAU, and NBCU, the "Neuberger Entities"), Benjamin Nahum, Michael Greene, and Rand Gesing (the Neuberger Entities together with Mr. Nahum, Mr. Greene, and Mr. Gesing, collectively the "Reporting Persons"). NBCH, NBAU, NBCU are included in this filing due to the common ownership with NBIA. | |
| (b) | The business address for each of the Reporting Persons is 1290 Avenue of Americas, New York, New York 10104. The business address for NBIA with respect to the matters relating to the Issuer and its Securities is 1290 Avenue of Americas, New York, NY 10104. The business address for NBCU with respect to the matters relating to the Issuer and its Securities is Brookfield Place, Bay Wellington Tower, 181 Bay Street, Toronto, Ontario M5J 2V1. | |
| (c) | Each of NB Group, NBIA Holdings, NBIA, and NBCH is a Delaware limited liability company. NBAU and NBCU is registered in British Columbia as an Unlimited Liability Company.
Each of Mr. Nahum and Mr. Greene is a senior portfolio manager and managing director of NBIA. Mr. Gesing is a senior research analyst of NBIA.
NB Group is the parent company of multiple subsidiaries engaged in the investment advisory business.
NBIA Holdings is a subsidiary of NB Group and the holding company of NBIA, and certain other subsidiaries engaged in the investment advisory business.
NBCH is a subsidiary of NB Group and the holding company of NBAU. NBAU is a holding company of NBCU.
NBIA and NBCU are investment advisers registered under the Investment Advisers Act of 1940 as amended (the "Advisers Act"). As a registered investment adviser ("RIA"), NBIA provides investment advisory services to institutions, endowments, employee benefit plans, foundations, private funds, offshore public funds (collectively, "Institutions") and investment companies ("Mutual Funds") registered under the Investment Company Act of 1940, as amended. As an RIA, NBIA provides discretionary investment advisory services to private investors. NBIA may be deemed to beneficially own the Securities in its various fiduciary capacities by virtue of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934 as amended ("Exchange Act"). As an RIA, NBCU provides discretionary investment advisory services to its clients. NBCU may be deemed to beneficially own the Securities in its various fiduciary capacities by virtue of the provisions of Rule 13d-3 under the Exchange Act. This report is not an admission that any of the Neuberger Entities or other Reporting Persons is the beneficial owner of the Securities and each of NB Group, NBIA Holdings, and NBIA and certain affiliated persons disclaim beneficial ownership of the Securities held by them in their fiduciary capacity and covered by this statement pursuant to Exchange Act Rule 13d-4. The information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Neuberger Entities is set forth below.
Neuberger Berman Group LLC
Directors
Joseph Amato
Sharon Bowen
Robert D'Alelio
Michele Docharty
Steven Kandarian
George Walker
Richard Worley
Executive Officers
George Walker, Chief Executive Officer
Joseph Amato, President
Andrew Komaroff, Executive Vice President and Chief Operating Officer
Heather Zuckerman, Executive Vice President, Chief of Staff and Secretary
William Arnold, Executive Vice President and Chief Financial Officer
Michael Chinni, Treasurer
Leo Anthony Viola, Controller
Neuberger Berman Investment Advisers LLC
Directors
Joseph Amato
Ashok Bhatia
Kenneth deRegt
Douglas Kramer
Stephen Wright
Executive Officers
Joseph Amato, President - Equities and Chief Investment Officer - Equities
Bradley Tank, President - Fixed Income and Chief Investment Officer - Fixed Income
Kenneth deRegt, Chief Operating Officer - Fixed Income and Managing Director
Paul Lanks - Chief Operating Officer - PWM
Douglas Kramer, Head of Institutional Equity and Multi-Asset and Managing Director
Brian Kerrane, Head of Mutual Fund Administration and Managing Director
Brad Cetron, Chief Compliance Officer, Head of Compliance and Managing Director
Michael Chinni, Treasurer
Leo Anthony Viola, Controller
Neuberger Berman Canada ULC
Directors
Joseph Amato
Heather Zuckerman
Ray Carroll
Chris Neira
Executive Officers
Kashif Khan Chief Executive Officer
Raymond Carroll Chief Investment Officer - Breton Hill
William Arnold Chief Financial Officer
Leo Anthony Viola Controller
Florence Lasry Head of Tax
Viviana Beltrametti Walker Chief Compliance Officer
Barry Giarraputo Chief Financial Officer - Alternatives
Brian Kerrane Head of Fund Administration
Robert Arancio Head of Trading
Linda Sharaby Secretary
Frank Maeba Managing Director
Simon Griffiths Managing Director
Gideon Schapiro Managing Director
| |
| (d) | None of the Reporting Persons, nor to the Reporting Persons' knowledge, any of the individuals referenced above, has been convicted in a criminal proceeding in the past five years.
| |
| (e) | None of the Reporting Persons, nor to the Reporting Persons' knowledge, any of the individuals referenced above, has been party to a civil proceeding or a judicial or administrative proceeding or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the past five years. | |
| (f) | All of the individuals referenced above are citizens of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
NB Group used an aggregate of approximately $852 of cash on hand to purchase 100 shares of the Securities on January 10, 2025.
| ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On January 17, 2025, the Neuberger Entities entered into a cooperation agreement (the "Cooperation Agreement") with the Issuer pursuant to which, among other things, the Issuer and the Neuberger Entities agreed to act in good faith and cooperate to identify and agree upon one new Qualified Independent Candidate (as defined in the Cooperation Agreement) by April 17, 2025 and one additional Qualified Independent Candidate by September 14, 2025 (each, an "Agreed Appointee"), and to appoint each of the two Agreed Appointees to the Board of Directors of the Issuer (the "Board"). The Issuer has agreed that, after an Agreed Appointee (or a replacement thereof appointed to the Board in accordance with the terms of the Cooperation Agreement) is appointed to the Board, the Company will include the Agreed Appointee in the slate of recommended nominees standing for election at the Issuer's 2025 Annual Meeting of Stockholders and its 2026 Annual Meeting of Stockholders and recommend, support and solicit proxies for their election in the same manner as it does for the Company's other nominees for director. The Neuberger Entities also agreed not to take certain actions with respect to the Issuer, and to appear at the Issuer's annual meetings of stockholders and vote in favor of the Issuer's director nominees and certain other matters, during the period set forth in the Cooperation Agreement.
The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is filed herewith as Exhibit 3 and incorporated herein by reference.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number of Securities to which this Schedule 13D relates is 5,424,568 shares, representing 6.77% of the 80,135,155 common shares reported outstanding as of October 24, 2024 in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024. The Reporting Persons beneficially own the Securities as follows:
Common Shares / Percentage of Common Shares Outstanding
NB Group 4,752,917 common shares / 5.90%
NBIA 4,595,070 common shares / 5.73%
NBCU 157,747 common shares / 0.20%
Ben Nahum 425,000 common shares / 0.53%
Michael Greene 116,700 common shares / 0.15%
Rand Gesing 129,951 common shares / 0.16%
Due to NB Group's and NBIA Holdings' indirect and direct ownership of NBIA, each of NB Group and NBIA Holdings is deemed to beneficially own the Securities beneficially owned by NBIA. Due to NB Group, NBCH and NBAU's indirect and direct ownership of NBCU, each of NB Group, NBCH, and NBAU is deemed to beneficially own the Securities beneficially owned by NBCU.
| |
| (b) | NBIA has been granted discretionary voting and dispositive power with respect to 3,643,191 of the Securities reported herein as being beneficially owned by it, and with respect to such Securities, NBIA shares voting and dispositive power with its clients in whose accounts the Securities are held. In addition, NBIA has been granted discretionary dispositive power, but not voting power, with respect to the remaining 951,879 of the Securities reported herein as beneficially owned by it. NBIA shares only dispositive power with the clients in whose accounts such Securities are held.
NBCU has been granted discretionary voting and dispositive power with respect to 75,992 of the Securities reported herein as being beneficially owned by it, and with respect to such Securities, NBIA shares voting and dispositive power with its clients in whose accounts the Securities are held. In addition, NBCU has been granted discretionary dispositive power, but not voting power, with respect to the remaining 81,755 of the Securities reported herein as beneficially owned by it. NBIA shares only dispositive power with the clients in whose accounts such Securities are held.
| |
| (c) | Transactions in the Securities by the Reporting Persons effected in the past sixty days are set forth on Exhibit 4 hereto, and such information is incorporated by reference herein | |
| (d) | Not applicable | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Item 4 of the Schedule 13D is hereby incorporated by reference.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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