Enviri Corporation has just announced the sale of Clean Earth to Veolia for a whopping $3.04 billion. Additionally, the company will be conducting a taxable spin-off of its Harsco Environmental and Rail businesses to shareholders, resulting in a new standalone publicly traded company called "New Enviri." Shareholders are expected to receive cash consideration of $14.50 * $16.50 per share in the transaction.
Upon the completion of the Clean Earth sale, Enviri intends to execute the taxable spin-off of its Harsco Environmental and Rail businesses to shareholders. It's anticipated that approximately 28 million new Enviri shares will be outstanding upon close, with central corporate costs at New Enviri to be right-sized. As part of this process, Enviri intends to repay approximately $1.35 billion of its existing debt, resulting in a conservatively capitalized New Enviri with net debt to adjusted EBITDA of approximately 2.0x.
Furthermore, it's been announced that Russell Hochman, who currently serves as the 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. He will eventually become the CEO of New Enviri, leading Harsco Environmental and Rail into their next chapter of operational and strategic execution.
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.
Enviri is holding a conference call today at 9:00 a.m. Eastern Time to discuss the announcement.
Following these announcements, the company's shares moved 1.65%, and are now trading at a price of $13.57. Check out the company's full 8-K submission here.
