NVRI Enviri Corporation

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
Enviri Corporation
(Name of Issuer)
Common stock, par value $1.25 per share
(Title of Class of Securities)
415864107
(CUSIP Number)
November 21, 2024
(Date of Event Which Requires Filing of this Statement)

Check the following box to designate the rule pursuant to which the Schedule is filed:

 

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

CUSIP No. 415864107

SCHEDULE 13G

Page 2 of 6

 

1	NAMES OF REPORTING PERSONS D. E. Shaw & Co., L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)		(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 4,012,339
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 4,022,359
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,022,359
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN

 

CUSIP No. 415864107

SCHEDULE 13G

Page 3 of 6

 

1	NAMES OF REPORTING PERSONS David E. Shaw
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)		(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 4,012,339
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 4,022,359
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,022,359
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

 

 

CUSIP No. 415864107

SCHEDULE 13G

Page 4 of 6

 

Item 1.
	(a)	Name of Issuer
		Enviri Corporation
	(b)	Address of Issuer's Principal Executive Offices
		Two Logan Square   100-120 North 18th Street, 17th Floor,   Philadelphia, PA 19103
Item 2.
	(a)	Name of Person Filing
		D. E. Shaw & Co., L.P.   David E. Shaw
	(b)	Address of Principal Business Office or, if none, Residence
		The business address for each reporting person is:   Two Manhattan West   375 Ninth Avenue, 52nd Floor   New York, NY 10001
	(c)	Citizenship
		D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.   David E. Shaw is a citizen of the United States of America.
	(d)	Title of Class of Securities
		Common stock, par value $1.25 per share
	(e)	CUSIP Number
		415864107

 

Item 3.	If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
Not Applicable
Item 4.	Ownership

 

As of November 21, 2024:

 

	(a)	Amount beneficially owned:
			D. E. Shaw & Co., L.P.:	4,022,359 shares This is composed of (i) 2,375,430 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C., (ii) 626,197 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iii) 581,537 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (iv) 5,100 shares in the name of D. E. Shaw Composite Portfolios, L.L.C., and (v) 434,095 shares under the management of D. E. Shaw Investment Management, L.L.C.
			David E. Shaw:	4,022,359 shares This is composed of (i) 2,375,430 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C., (ii) 626,197 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iii) 581,537 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (iv) 5,100 shares in the name of D. E. Shaw Composite Portfolios, L.L.C., and (v) 434,095 shares under the management of D. E. Shaw Investment Management, L.L.C.

 

 

CUSIP No. 415864107

SCHEDULE 13G

Page 5 of 6

 

	(b)	Percent of class:
			D. E. Shaw & Co., L.P.:	5.0%
			David E. Shaw:	5.0%

 

	(c)	Number of shares to which the person has:
		(i)	Sole power to vote or to direct the vote:
			D. E. Shaw & Co., L.P.:	-0- shares
			David E. Shaw:	-0- shares

 

		(ii)	Shared power to vote or to direct the vote:
			D. E. Shaw & Co., L.P.:	4,012,339 shares
			David E. Shaw:	4,012,339 shares

 

		(iii)	Sole power to dispose or to direct the disposition of:
			D. E. Shaw & Co., L.P.:	-0- shares
			David E. Shaw:	-0- shares

 

		(iv)	Shared power to dispose or to direct the disposition of:
			D. E. Shaw & Co., L.P.:	4,022,359 shares
			David E. Shaw:	4,022,359 shares

 

David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Oculus Portfolios, L.L.C., D. E. Shaw Valence Portfolios, L.L.C., and D. E. Shaw Composite Portfolios, L.L.C. and the managing member of D. E. Shaw Investment Management, L.L.C. and D. E. Shaw Adviser II, L.L.C., which in turn is the investment adviser of D. E. Shaw Galvanic Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Oculus Portfolios, L.L.C., D. E. Shaw Valence Portfolios, L.L.C., and D. E. Shaw Composite Portfolios, L.L.C. and the managing member of D. E. Shaw Manager II, L.L.C., which in turn is the manager of D. E. Shaw Galvanic Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of 4,012,339 shares and the shared power to dispose or direct the disposition of 4,022,359 shares, the 4,022,359 shares as described above constituting 5.0% of the outstanding shares, and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 4,022,359 shares.

 

Item 5.	Ownership of Five Percent or Less of a Class
Not Applicable
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not Applicable
Item 8.	Identification and Classification of Members of the Group
Not Applicable
Item 9.	Notice of Dissolution of Group
Not Applicable

 

Item 10.

Certification

By signing below, each of D. E. Shaw & Co., L.P. and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 415864107

SCHEDULE 13G

Page 6 of 6

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct. A Power of Attorney, dated August 1, 2024, granted by David E. Shaw in favor of Daniel R. Marcus, is attached hereto.

 

Dated: November 29, 2024

 

 

	D. E. Shaw & Co., L.P.
	By:	/s/ Daniel R. Marcus
		Daniel R. Marcus
		Chief Compliance Officer

 

 

	David E. Shaw
	By:	/s/ Daniel R. Marcus
		Daniel R. Marcus
		Attorney-in-Fact for David E. Shaw

 

 

 

EXHIBIT 1

 

POWER OF ATTORNEY

FOR CERTAIN REGULATORY FILINGS

INCLUDING CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AND THE INVESTMENT ADVISERS ACT OF 1940

 

I, David E. Shaw, hereby make, constitute, and appoint each of

 

Adam Deaton,

Anne Dinning,

Edward Fishman,

Alexis Halaby,

Edwin Jager,

Martin Lebwohl,

Daniel Marcus,

Anoop Prasad,

Maximilian Stone, and

David Sweet,

 

acting individually in such person’s capacity as an employee of D. E. Shaw & Co., L.P. or one of its subsidiaries, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name, in my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L.P. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities), all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any U.S. or non-U.S. governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the U.S. Securities and Exchange Commission, and/or (ii) delivering, furnishing, or filing, in each case whether themself or through their designee, any such documents to or with the appropriate governmental or regulatory authority.  Any such determination shall be conclusively evidenced by such person’s execution of, and/or their (or their designee’s) delivery, furnishing, and/or filing of, the applicable document.

 

This power of attorney shall be valid as of the date set forth below and replaces the power granted on March 1, 2017, which is hereby cancelled.  Furthermore, this power of attorney shall be valid with respect to any particular individual set forth above only for so long as such person remains employed by D. E. Shaw & Co., L.P. or one of its subsidiaries.

 

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

 

Date:   August 1, 2024

 

 

/s/ David E. Shaw

 

David E. Shaw,

as President of D. E. Shaw & Co., Inc.

 

 

EXHIBIT 2

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common stock, par value $1.25 per share, of Enviri Corporation, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 29th day of November, 2024.

 

 

	D. E. Shaw & Co., L.P.
	By:	/s/ Daniel R. Marcus
		Daniel R. Marcus
		Chief Compliance Officer

 

 

	David E. Shaw
	By:	/s/ Daniel R. Marcus
		Daniel R. Marcus
		Attorney-in-Fact for David E. Shaw

 

 

 

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