Posted on November 24, 2025
- Significant Step in Realizing Enviri’s Sum-of-the-Parts Value
- Enviri Shareholders Will Receive Significant Cash Consideration of $14.50 – $16.50 Per Share at Closing, Plus Stock in New Enviri; Compared to Enviri’s Unaffected Stock Price of $8.63 on August 4, 2025
- New Enviri Will Have ~2.0x Net Leverage at Closing and a Right-Sized Corporate Cost Structure
- New Enviri is Well-Positioned to Realize Value Creation Potential in Both Harsco Environmental and Rail Segments
- Russell Hochman to Become CEO of New Enviri
PHILADELPHIA – Enviri Corporation (NYSE: NVRI) (“Enviri,” or the “Company”) today announced that it has entered into a definitive agreement with Veolia Environnement SA (“Veolia”) whereby Veolia will acquire 100% 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.
“We are pleased to have reached this agreement, which is the result of a comprehensive strategic alternatives process to maximize value for our shareholders and realize the sum-of-the-parts valuation of our businesses,” said Enviri Chairman and CEO Nick Grasberger. “Over the past five years, Enviri has significantly enhanced the value proposition of Clean Earth, making it a trusted provider of industrial waste solutions with a strong customer base. This transaction is a testament to our team’s dedication and leadership, and we are confident that the business and its employees will prosper as part of Veolia.”
Mr. Grasberger added, “In addition to the significant cash consideration shareholders will receive, we are also positioning New Enviri to achieve its goals and to create shareholder value over time. As a market-leading provider of innovative services and products, New Enviri will have a strong capital structure and an improving cash flow profile. We remain laser focused on continuing to take actions to stabilize Harsco Rail while leveraging innovation and service capabilities to support Harsco Environmental’s leadership and growth.”
Tax Efficient Structure
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. Mr. Hochman brings deep knowledge of these businesses, having served as a member of the executive team for 10 years. Mr. 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.
Mr. Grasberger said, “As General Counsel, Russell has been a trusted member of our leadership team for many years, helping to guide our organization’s global strategy across segments and drive major initiatives, among other contributions. His deep business acumen and proven ability to navigate mergers and acquisitions, regulatory matters, and transformation efforts, makes him exceptionally qualified to lead New Enviri in this pivotal next chapter.”
Mr. Hochman commented, “I am honored to serve as New Enviri’s CEO and am confident in the company’s potential. New Enviri will be positioned for success, supported by a stronger capital structure that will create enhanced opportunities for both businesses. We will continue to be guided by the core values of integrity, safety, sustainability, and innovation, and our success will be built on the strength of our talented teams and their ability to deliver exceptional service and solutions for our customers. We expect our initiatives to drive progress and remain committed to unlocking shareholder value as we have demonstrated with today’s announced transaction.”
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.
About Russell Hochman
Russell Hochman has served as the Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary since May 2015. Previously, he served in senior legal roles with Pitney Bowes Inc. based in New York, London, and Europe. While at Pitney Bowes Inc., Mr. Hochman led a key European business expansion effort, in addition to his duties as Vice President and Deputy General Counsel. Earlier in his career, Mr. Hochman was an M&A attorney at international law firms. Mr. Hochman holds a J.D. from Albany Law School of Union University and a B.A. from Cornell University.
Advisors
BofA Securities and Jefferies LLC are serving as financial advisors and Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal counsel to Enviri. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor.
Citi and Messier & Associés are serving as financial advisors and Wachtel Lipton Rosen & Katz is serving as legal counsel to Veolia.
Conference Call
Enviri will hold a conference call today at 9:00 a.m. Eastern Time to discuss the announcement. Those who wish to listen to the conference call webcast should visit investors.enviri.com, or by dialing (844) 539-1331 or (412) 652-1264 for international callers. Please ask to join the Enviri Corporation call. Listeners are advised to dial in approximately ten minutes prior to the call. If you are unable to listen to the live call, the webcast will be archived on the Company’s website.
Editors’ Note: Veolia today issued a separate press release regarding the sale of Clean Earth.
About Enviri
Enviri is transforming the world to green, as a trusted global leader in providing a broad range of environmental services and related innovative solutions. The company serves a diverse customer base by offering critical recycle and reuse solutions for their waste streams, enabling customers to address their most complex environmental challenges and to achieve their sustainability goals. Enviri is based in Philadelphia, Pennsylvania and operates in more than 150 locations in over 30 countries. Additional information can be found at www.enviri.com.
