Enviri to sell Clean Earth to Veolia Environnement for $3.04B

Enviri (NVRI) announced that it has entered into a definitive agreement with Veolia Environnement whereby Veolia will acquire 100% of Clean Earth for aggregate cash consideration of $3.04B. 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. 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 28M 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 $1.35B 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, and significant cash on its balance sheet. 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. 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.