Enviri Corporation announced that it has entered into a definitive agreement to sell its Clean Earth division to Veolia Environnement SA for $3.04 billion in cash. The transaction will provide Enviri shareholders with a cash consideration of $14.50 to $16.50 per share and is expected to close in mid‑2026 after regulatory and shareholder approval.
The sale is part of a broader strategic pivot that will separate Enviri’s high‑growth environmental services from its rail maintenance business. By divesting Clean Earth, Enviri will focus on its core environmental solutions while the newly formed New Enviri will own the Harsco Environmental and Harsco Rail units. The spin‑off will give shareholders 0.33 shares of New Enviri for each Enviri share held, with roughly 28 million New Enviri shares expected to be outstanding at closing.
Financially, the $3.04 billion proceeds will be used to repay about $1.35 billion of existing debt, leaving New Enviri with a net debt to adjusted EBITDA ratio of roughly 2.0×. The cash payout and deleveraging are expected to strengthen the balance sheet and improve the company’s ability to invest in growth opportunities. The transaction also removes the drag of Harsco Rail’s weak demand, which contributed to a Q3 2025 loss of $0.08 per share and $575 million in revenue—slightly above the $573.6 million forecast but below the $82.17 million adjusted EBITDA estimate.
Veolia’s acquisition of Clean Earth is expected to double its U.S. hazardous‑waste footprint and enhance its presence in healthcare and retail sectors. The deal is projected to generate significant synergies for Veolia, including cost savings and cross‑sell opportunities across its environmental services portfolio. Management at Veolia highlighted the strategic fit and the potential for accelerated growth in the U.S. market.
The announcement was met with a strong market reaction, reflecting investor confidence in the strategic clarity and financial benefits of the deal. The cash payout, the creation of a focused New Enviri, and the deleveraging of the balance sheet were cited as key drivers of the positive response.
Management emphasized the importance of the transaction in its Q3 2025 earnings call. Chairman and CEO Nick Grasberger said the deal “maximizes value for shareholders and positions the company for long‑term growth.” He noted that Clean Earth had delivered a record quarter, while Harsco Rail’s weak demand and Harsco Environmental’s higher operating costs had pressured consolidated results. New Enviri’s CEO, Russell Hochman, will lead the company with a focus on improving cash flow and expanding its environmental services portfolio.
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