Enviri Corporation (NYSE: NVRI) has announced a two-part transaction intended to unlock shareholder value. The company will sell its hazardous waste unit, Clean Earth, to Veolia Environnement SA for $3.04 billion, and will spin off its remaining businesses Harsco Environmental and Harsco Rail into a new publicly traded entity called New Enviri. The transaction, approved by the boards of both companies, is expected to close in mid-2026 following regulatory and shareholder approvals.
This dual action will give shareholders between $14.50 and $16.50 per share in cash, based on final adjustments, while also issuing them a 0.33 share in New Enviri for every Enviri share held. The move is designed to unlock the underlying value of Enviri’s diversified portfolio by separating Clean Earth, a high-growth, capital-efficient hazardous waste player, from the slower-moving environmental and rail segments.
According to Enviri Chairman and Chief Executive Officer Nick Grasberger, the sale is the culmination of a comprehensive strategic review process aimed at achieving a “sum-of-the-parts” valuation. He emphasized that Clean Earth has become a leading industrial waste solutions provider over the past five years, thanks to Enviri’s focused efforts on operational enhancement and market positioning.
How the Clean Earth acquisition supports Veolia’s US expansion and GreenUp growth strategy
Veolia Environnement is acquiring Clean Earth at an enterprise value of $3 billion, representing a multiple of 9.8x projected 2026 EBITDA post-synergies. Clean Earth currently operates across 82 locations in the United States, including 19 Treatment, Storage, and Disposal Facilities (TSDFs), and holds more than 700 operating permits. Its portfolio includes services for emerging contaminants such as PFAS, and it serves key verticals like retail, healthcare, advanced manufacturing, and semiconductors, sectors that are rapidly expanding their environmental compliance needs.
With this acquisition, Veolia expects its hazardous waste revenue to rise to €5.2 billion and its EBITDA margin for the segment to reach 17 percent. Veolia estimates $120 million in cost and revenue synergies within four years, with earnings per share accretion anticipated as early as year two. Chief Executive Officer Estelle Brachlianoff stated that the move is expected to accelerate Veolia’s U.S. growth trajectory, align with GreenUp asset rotation targets, and strengthen the group’s portfolio focus on resilient, high-return environmental infrastructure segments.
The transaction will be financed using Veolia’s existing financial resources and debt, with a disciplined leverage target of approximately 3.0x in 2026, declining below that threshold by 2027. With this addition, Veolia’s total U.S. revenue is forecast to reach $6.3 billion, significantly deepening its operational footprint in the world’s largest waste market.
What Enviri shareholders will receive and how New Enviri will be structured and capitalized
Upon closing of the transaction, Enviri’s shareholders will receive shares in New Enviri, which will comprise the Harsco Environmental and Harsco Rail businesses. Approximately 28 million New Enviri shares are expected to be outstanding at spin-off. The new entity will launch with a conservative capital structure, targeting net leverage of around 2.0x adjusted EBITDA, with no draw on its revolving credit facility at launch and significant cash reserves on the balance sheet.
Enviri intends to use approximately $1.35 billion from the Clean Earth sale proceeds to pay down its existing debt. This leaves New Enviri with a strengthened balance sheet and enhanced flexibility to invest in operational improvements and strategic initiatives. The new entity will also benefit from a right-sized corporate cost structure intended to better align with its scale and operational complexity.
Who will lead New Enviri and what operational focus will drive its long-term strategy
Russell Hochman, currently serving as Enviri’s Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary, will take over as President and Chief Operating Officer effective immediately and will assume the role of Chief Executive Officer of New Enviri following the separation. Hochman has served on Enviri’s executive team for a decade and has deep experience in M&A, regulatory navigation, and organizational transformation.
Nick Grasberger will remain Chairman and Chief Executive Officer of Enviri through the closing of the Clean Earth sale to ensure a seamless transition to the new leadership team. A new board of directors for New Enviri will be announced prior to the completion of the spin-off.
What are the financial, tax, and capital return implications of the Clean Earth deal and spin-off structure
The structure of the transaction has been designed to be tax efficient. By executing the Clean Earth sale and the spin-off of New Enviri as a combined sequence, Enviri expects to avoid material cash tax liabilities related to the deal. The taxable spin-off followed by the sale structure is projected to preserve capital for both legacy Enviri and the new entity.
The final amount of cash consideration per share will be determined closer to the transaction close, subject to debt repayment, transaction expenses, and other financial conditions. Management has stated that shareholder distributions are expected to fall within the $14.50 to $16.50 range, a significant premium to Enviri’s unaffected stock price of $8.63 as of August 4, 2025.
Advisory support for the transaction includes BofA Securities and Jefferies LLC as financial advisors, with Fried, Frank, Harris, Shriver & Jacobson LLP serving as legal counsel to Enviri. Veolia is being advised by Citi and Messier & Associés, with legal counsel provided by Wachtel Lipton Rosen & Katz.
How markets are reacting to the deal and what signals investors should monitor going forward
Shares of Enviri surged nearly 20 percent in after-hours trading following the announcement, signaling strong investor approval of the divestiture and spin-off structure. Analysts tracking the environmental services and waste management space view the transaction as a clear example of value-unlocking through strategic portfolio simplification.
Institutional investors are expected to closely monitor the execution of both arms of the transaction. Key watchpoints include the timeline and mechanics of the spin-off, Veolia’s ability to deliver promised synergies and integration performance, and how New Enviri positions itself for margin recovery and topline growth in more mature segments like metals processing and rail systems.
Given the capital efficiency of hazardous waste assets and growing regulatory pressure on industrial sectors, further consolidation in the U.S. waste space is likely. With Clean Earth’s scale, geographic footprint, and permitting portfolio now integrated into Veolia’s global network, peers may need to consider defensive M&A or capacity expansion to remain competitive.
Why analysts say this is a classic value-unlock for Enviri and a strategic acceleration for Veolia
From a strategic lens, this transaction unlocks latent value for Enviri shareholders by monetizing its highest-margin asset and separating the remaining industrial businesses into a more focused platform. New Enviri will need to prove itself as an operationally disciplined, cash-flow-generating entity in a slower-growth environment. For Veolia, the deal positions the company as a leader in a resilient, highly regulated market with strong secular tailwinds. Analysts believe the transaction has the potential to be accretive on both sides if executed with financial discipline and strategic clarity.
Key takeaways from Enviri’s Clean Earth sale and New Enviri spin-off strategy
- Enviri Corporation has agreed to sell its hazardous waste subsidiary, Clean Earth, to Veolia Environnement SA for $3.04 billion in cash.
- The transaction includes a spin-off of Harsco Environmental and Harsco Rail into a new publicly traded entity called New Enviri.
- Enviri shareholders will receive between $14.50 and $16.50 per share in cash and 0.33 shares of New Enviri for each Enviri share held.
- Clean Earth’s platform includes 82 U.S. locations, over 700 permits, and a robust presence in PFAS and healthcare-related waste management.
- Veolia will double its U.S. hazardous waste footprint and expects to achieve $120 million in synergies and EPS accretion by year two.
- New Enviri will launch with 2.0x net leverage, strong cash reserves, and a right-sized cost structure for operational efficiency.
- Russell Hochman will become Chief Executive Officer of New Enviri following the transaction close in mid-2026.
- The deal structure is designed to avoid material cash tax liabilities and maximize shareholder return without penalizing either entity.
- Enviri stock rose nearly 20 percent post-announcement, signaling strong investor support for the transaction.
- Analysts view the restructuring as a classic value-unlock strategy, while Veolia strengthens its strategic position in high-growth environmental services.
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