Enviri Corporation has entered into a definitive agreement with Veolia Environnement SA whereby Veolia will acquire 100 percent of Clean Earth for aggregate cash consideration of $3.04 billion. Enviri shareholders are expected to receive cash consideration of $14.50 – $16.50 per share in the transaction and retain full ownership of Harsco Environmental and Rail through a spin-off of those businesses into a standalone publicly traded company (New Enviri). The boards of directors of both Enviri and Veolia have unanimously approved this transaction, which is expected to close mid-2026 subject to Enviri shareholder approval and customary regulatory approval.
In connection with the closing of the Clean Earth sale, Enviri will execute a taxable spin-off of its Harsco Environmental and Rail businesses to shareholders of Enviri as of the closing date of the Clean Earth sale. In the spin-off transaction, Enviri shareholders will receive 0.33 shares of New Enviri for each Enviri share held. Management anticipates approximately 28 million New Enviri shares outstanding upon close, with central corporate costs at New Enviri to be right-sized.
The final amount of the cash consideration paid to shareholders will be determined by the Enviri board prior to closing, taking into account the repayment of Enviri’s existing debt, transaction costs and other financial considerations relating to the merger agreement, and New Enviri’s financial position at the time of closing. Enviri intends to repay approximately $1.35 billion of existing debt, resulting in a conservatively capitalized New Enviri with net debt to Adjusted EBITDA of approximately 2.0x, a revolving credit facility that will be undrawn at close (1.0x Adjusted EBITDA), and significant cash on its balance sheet. With a robust balance sheet, New Enviri will have enhanced operational and financial flexibility to execute its strategy.
By structuring the transaction as a taxable spin-off of New Enviri to shareholders followed immediately by a sale of Clean Earth to Veolia by shareholders for the cash merger consideration, the transactions are not expected to result in any material cash tax expense to Enviri or New Enviri.
Leadership
Russell Hochman, senior vice president, general counsel, chief compliance officer, and corporate secretary of Enviri, has been appointed to the additional role of president and chief operating officer, effective immediately. Hochman brings deep knowledge of these businesses, having served as a member of the executive team for 10 years. Hochman will serve in this role until the effective date of the separation, at which time he will become chief executive officer of New Enviri, where he will lead Harsco Environmental and Rail into their next chapter of operational and strategic execution.
Nick Grasberger, Enviri chairman and chief executive officer will remain with Enviri through the completion of the Clean Earth sale to support a seamless transition to the New Enviri management team. The board of New Enviri will be announced at a later date.
Timing and Approvals
The sale of Clean Earth is expected to close in mid-2026, subject to approval by Enviri shareholders, expiration of the waiting period under the Hart-Scott Rodino Act, the effectiveness of a Form 10 registration statement for New Enviri to be filed with the U.S. Securities and Exchange Commission, completion of the New Enviri spin-off transaction, and satisfaction of customary closing conditions.
Published November 2025
