PHILADELPHIA, PA — Enviri Corporation (NYSE: NVRI) has reached a landmark agreement to sell its Clean Earth division to Veolia Environnement SA for $3.04 billion in cash, a transformative move that will return significant value to shareholders and carve out a newly independent company focused on the Harsco Environmental and Rail businesses.
Under the deal, Enviri shareholders are expected to receive between $14.50 and $16.50 per share in cash — far above the company’s unaffected stock price of $8.63 on August 4, 2025 — while retaining full ownership in a spun-off, publicly traded “New Enviri.” The boards of both companies have unanimously approved the transaction, which is slated to close in mid-2026 pending shareholder and regulatory approvals.
The sale marks a major strategic milestone for Enviri, which has been undergoing a multiyear effort to unlock the full value of its diversified portfolio. Clean Earth, a major provider of specialized waste solutions, has received more than $1 billion in investment and development over the past five years.
“We are pleased to have reached this agreement, which is the result of a comprehensive strategic alternatives process to maximize value for our shareholders,” said Enviri Chairman and CEO Nick Grasberger. “This transaction is a testament to our team’s dedication and leadership.”
In conjunction with the sale, Enviri will complete a taxable spin-off of its Harsco Environmental and Rail units, issuing shareholders 0.33 shares of New Enviri for each current Enviri share. The company expects the new entity to launch with roughly 28 million shares outstanding, a right-sized cost structure and a net leverage ratio of about 2.0x.
The transaction will enable Enviri to repay approximately $1.35 billion in existing debt, leaving New Enviri with a strengthened balance sheet, a fully undrawn revolving credit facility and significant cash reserves.
Russell Hochman, Enviri’s senior vice president, general counsel and chief compliance officer, has been appointed president and chief operating officer effective immediately. He will become CEO of New Enviri upon separation.
“New Enviri will be positioned for success, supported by a stronger capital structure and enhanced opportunities across both businesses,” Hochman said. “We expect our initiatives to drive progress and remain committed to unlocking shareholder value.”
The closing timeline includes a Hart-Scott-Rodino review, SEC effectiveness of New Enviri’s Form 10 registration statement, shareholder approval of the sale and successful execution of the spin-off.
Financial advisors to Enviri include BofA Securities and Jefferies LLC, with legal counsel provided by Fried, Frank, Harris, Shriver & Jacobson LLP. Veolia is being advised by Citi, Messier & Associés and Wachtell, Lipton, Rosen & Katz.
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