Enviri to Sell Clean Earth Unit to Veolia in $3 Billion Deal
The complex transaction will deliver a significant cash payout to shareholders and spin off Enviri's remaining industrial businesses into a new public company.
Enviri Corporation (NYSE: NVRI) has agreed to sell its hazardous-waste division, Clean Earth, to French utility giant Veolia Environnement SA in a landmark deal valued at approximately $3.04 billion. The transaction, which represents a valuation nearly three times Enviri’s market capitalization, is structured to unlock significant shareholder value through a direct cash payout and the creation of a new, more focused public company.
Shares of Enviri traded actively on the news, pushing close to their 52-week high of $13.86 in morning trading. The deal marks a pivotal strategic shift for the Philadelphia-based company, formerly known as Harsco Corporation, as it moves to separate its high-growth environmental services arm from its legacy industrial businesses.
Under the terms of the complex agreement, structured as a tax-efficient Reverse Morris Trust, Enviri shareholders are slated to receive between $14.50 and $16.50 per share in cash. Crucially, they will also retain full ownership of Enviri’s remaining Harsco Environmental and Harsco Rail businesses, which will be spun off to form a new, standalone publicly traded entity to be named "New Enviri," according to the official company announcement.
The transaction aims to resolve what management perceived as a persistent valuation gap. "This transaction will realize the sum-of-the-parts value of our company and deliver a substantial return of capital to our shareholders," said Nick Grasberger, Chairman and CEO of Enviri, in a statement. By separating the businesses, the company believes the market can more accurately value each distinct operation.
Enviri plans to use a significant portion of the proceeds to fortify its balance sheet, allocating approximately $1.35 billion to repay existing debt. This move is expected to provide "New Enviri" with a conservative capital structure, allowing it to better navigate the industrial and rail sectors with enhanced financial flexibility.
For Veolia, the acquisition is a strategic masterstroke to expand its footprint in the lucrative U.S. hazardous waste market. The Paris-based company stated the purchase of Clean Earth will nearly double its U.S. operations in the sector, positioning it as the second-largest player. Veolia anticipates achieving $120 million in synergies within four years, as detailed in its announcement of the deal, by integrating Clean Earth's network of 80 locations and leveraging cross-selling opportunities.
Clean Earth has been a significant growth engine for Enviri, specializing in the treatment and recycling of contaminated soil, hazardous materials, and industrial byproducts. Its sale marks the culmination of a strategic review process initiated by Enviri's board to find ways to unlock shareholder value from its diverse portfolio.
The deal, which has been unanimously approved by the boards of both companies, is expected to close in mid-2026. The closing remains subject to customary conditions, including the approval of Enviri's shareholders and regulatory clearances. Upon completion, the newly formed "New Enviri" will continue to provide environmental services to the steel industry and innovative solutions for railway maintenance, albeit as a more streamlined and focused entity.