Enviri (NVRI) Soars as It Sells Clean Earth to Veolia for $3.04 Billion and Unveils “New Enviri” Spin‑Off

Enviri Corporation (NYSE: NVRI) has kicked off one of the most consequential restructurings in its 170‑year history, agreeing to sell its Clean Earth hazardous‑waste business to France’s Veolia Environnement for $3.04 billion in cash and unveiling plans to spin off its remaining Harsco Environmental and Rail units into a new standalone public company dubbed “New Enviri.” ^[1]

The deal, announced early Friday, sent NVRI stock jumping more than 30% in premarket trading, as investors digested a package that combines a sizable cash payout with shares in a less‑levered, refocused environmental and rail company. ^[2]

Key takeaways for Enviri (NVRI) shareholders

Clean Earth sold to Veolia for $3.04 billion in cash. ^[3]
Shareholders are expected to receive $14.50–$16.50 per Enviri share in cash at closing, plus stock in New Enviri. ^[4]
Each existing Enviri share will also receive 0.33 shares of New Enviri, with roughly 28 million New Enviri shares expected to be outstanding. ^[5]
Enviri plans to repay about $1.35 billion of debt, targeting ~2.0x net leverage at New Enviri. ^[6]
Russell Hochman is elevated to President & COO now and will become CEO of New Enviri after the separation. ^[7]
The transaction is expected to close in mid‑2026, subject to shareholder and regulatory approvals. ^[8]

What Enviri announced today

In a joint announcement with Veolia, Enviri said it has entered a definitive agreement for Veolia to acquire 100% of Clean Earth, its U.S. hazardous‑waste and specialty‑waste subsidiary, for $3.04 billion in cash. ^[9]

At the same time, Enviri will carry out a taxable spin‑off of its Harsco Environmental and Harsco Rail operations, which will be bundled into a newly listed company referred to as New Enviri. Existing Enviri investors will own the entirety of New Enviri when the transaction completes. ^[10]

The company’s board describes the move as a “sum‑of‑the‑parts” unlock after months of reviewing strategic alternatives, including a potential sale or separation of Clean Earth. That review was formally launched in August 2025 to address what the board called a persistent gap between Enviri’s trading price and the underlying value of its businesses. ^[11]

What NVRI shareholders stand to receive

The package for Enviri investors is unusually complex but potentially lucrative:

Cash payout at closing
- Enviri expects to distribute between $14.50 and $16.50 in cash per NVRI share at the closing of the Clean Earth sale. ^[12]
- The exact amount will depend on how much debt is repaid, transaction costs, and the final balance sheet of New Enviri at closing.
Stock in New Enviri
- For each Enviri share held on the closing record date, investors are expected to receive 0.33 shares of New Enviri. ^[13]
- Management anticipates about 28 million New Enviri shares will be outstanding at the time of the spin‑off. ^[14]
A cleaner balance sheet for the spin‑off
- Enviri plans to use approximately $1.35 billion of the Veolia proceeds to pay down existing debt, leaving New Enviri with net debt to adjusted EBITDA of around 2.0x, an undrawn revolving credit facility (roughly 1.0x EBITDA) and “significant cash” on the balance sheet. ^[15]
- The company argues this will give New Enviri the financial flexibility to invest in growth and improvement initiatives across Harsco Environmental and Rail.

For context, Enviri’s unaffected share price was $8.63 on August 4, 2025, before the strategic review announcement — meaning the implied cash component alone represents a hefty premium, even before assigning any value to New Enviri stock. ^[16]

Why Enviri is doing this now

The sale caps a multi‑year repositioning of the company:

Clean Earth has become Enviri’s star performer, delivering record adjusted EBITDA and steady revenue growth despite broader macro headwinds. In Q3 2025, Clean Earth revenue rose 6% year‑on‑year to $250 million, with segment adjusted EBITDA of $43 million and margins north of 17%. ^[17]
By contrast, Harsco Environmental and Harsco Rail have struggled, facing higher costs, weaker steel‑industry volumes and uneven rail demand. In Q3, Enviri reported total revenue of $575 million but a GAAP loss from continuing operations of $20 million and lower group‑wide adjusted EBITDA than the prior year. ^[18]

Those mixed results, combined with a heavy debt load, pushed the board in August to launch a formal exploration of strategic alternatives, explicitly including a potential sale or separation of Clean Earth. ^[19]

By selling Clean Earth — arguably its highest‑quality, highest‑growth asset — to a global strategic buyer and returning a large portion of the proceeds to shareholders, Enviri is crystallizing that value up front while attempting to give its more cyclical environmental and rail businesses a fresh start under the New Enviri banner.

What Clean Earth brings to Veolia

Clean Earth is one of the largest specialty‑waste companies in the United States, operating a network of roughly 90 facilities and what Enviri describes as the largest footprint of hazardous‑waste TSDFs (treatment, storage and disposal facilities) in the country, including Alaska and Hawaii. ^[20]

The unit handles:

hazardous and non‑hazardous waste
contaminated soils and dredged materials
complex recurring waste streams for clients in industrial, infrastructure, retail, healthcare and other sectors. ^[21]

For Veolia, already a global giant in water, waste and energy services, the acquisition is being pitched as its most significant deal since its merger with Suez and a cornerstone of its strategy to expand in U.S. hazardous waste: ^[22]

Veolia says the purchase will double the size of its U.S. hazardous‑waste business, making it the No. 2 player in the U.S. market and lifting global hazardous‑waste revenue to about €5.2 billion. ^[23]
The company is targeting roughly $120 million in cost and revenue synergies by year four, and expects the deal to be earnings‑accretive from year two. ^[24]

That strategic logic — Clean Earth as a “prime asset” in a fast‑growing niche — helps explain why Enviri can command a price many times higher than the roughly $625 million it paid in 2019 to acquire Clean Earth and the additional ~$460 million spent to bolt on Stericycle’s environmental solutions business in 2020. ^[25]

Leadership shake‑up: Hochman to run New Enviri

Alongside the deal, Enviri announced sweeping leadership changes designed to set up the future spin‑off:

Russell Hochman, currently Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, has been promoted to President and Chief Operating Officer of Enviri, effective immediately. ^[26]
Once the separation is completed, he will become Chief Executive Officer of New Enviri, leading the Harsco Environmental and Rail businesses as an independent company.

Chairman and CEO Nick Grasberger will remain with Enviri through the completion of the Clean Earth sale to support the transition and help stand up the new organization. ^[27]

The company says the new structure will allow management to focus more tightly on improving operational performance in rail, continuing efficiency initiatives in Harsco Environmental, and pursuing targeted growth opportunities — all without the complexity of also steering a U.S. hazardous‑waste growth platform.

How NVRI stock is reacting

Equity markets wasted no time reacting to the news:

Enviri shares surged more than 35% in premarket trading, hitting around $18–$18.50, after the deal was announced. ^[28]
Financial media and trading platforms flagged NVRI as one of the day’s top movers, with some noting that the implied cash payout alone approaches or exceeds Enviri’s recent trading range, before factoring in the residual value of New Enviri. ^[29]
Retail trading sentiment flipped to “extremely bullish” on social platforms, according to Stocktwits data, with NVRI trending among the most discussed tickers. ^[30]

The stock was already on a recovery path before today: it recently notched a new 52‑week high around $13.50, having climbed more than 70% over the past year despite ongoing losses and leverage concerns. ^[31]

Today’s jump suggests investors view the Clean Earth sale as a transformational de‑risking event and a clear path to unlocking the value of a previously complex conglomerate structure.

What happens next: approvals, timeline and risks

Although the headline numbers look attractive, several steps must fall into place before cash hits shareholders’ accounts:

Shareholder approval
- Enviri shareholders will vote on the transaction. The board has unanimously approved the deal and is recommending it, but investors will ultimately have their say. ^[32]
Regulatory and filing milestones
- Expiration or termination of the waiting period under the Hart‑Scott‑Rodino Act in the U.S. ^[33]
- Effectiveness of a Form 10 registration statement for New Enviri to be filed with the U.S. Securities and Exchange Commission. ^[34]
- Completion of the spin‑off structure before the Clean Earth sale formally closes.
Tax structure
- The deal is structured as a taxable spin‑off followed by the sale by shareholders, which Enviri says should avoid material cash tax at the corporate level for both Enviri and New Enviri. ^[35]
Timing
- Both companies currently target closing in mid‑2026, leaving more than a year for integration planning, regulatory review and debt‑paydown preparations. ^[36]

As always, there are risks: the transaction could be delayed or blocked, market conditions could shift, or the ultimate cash distribution could end up at the low end of the guided range if costs or balance‑sheet considerations change.

How this reshapes Enviri’s identity

When the dust settles, the deal will leave investors holding two very different exposures:

Veolia + Clean Earth:
- Enviri shareholders who sell into the market after the deal closes will effectively have converted their Clean Earth stake into cash, while Veolia shareholders will own an expanded, globally diversified hazardous‑waste leader with a bigger U.S. footprint. ^[37]
New Enviri (Harsco Environmental + Rail):
- A more focused company built around long‑term environmental‑services contracts with steel and metals producers, plus a global rail‑equipment and services business that is still in turnaround mode. ^[38]

Enviri, founded in the 19th century and formerly known as Harsco, has reinvented itself multiple times — from rail equipment, to industrial services, to today’s environmental solutions portfolio. ^[39]

If management delivers on its promises of lower leverage, operational improvements and disciplined capital allocation, New Enviri could become a more straightforward, potentially higher‑quality story for investors than the multi‑segment Enviri they own today.

What to watch in the coming weeks

For investors, analysts and industry watchers, a few near‑term milestones stand out:

Enviri’s conference call on the transaction (scheduled for 9:00 a.m. ET today) will provide more detail on capital allocation, potential tax implications for individual shareholders, and pro‑forma financials for New Enviri. ^[40]
Regulatory commentary from U.S. antitrust and environmental regulators, given the combined hazardous‑waste footprint Veolia will control post‑deal. ^[41]
Updated guidance and leverage targets as Enviri refines its 2025–2026 outlook in light of the pending separation. ^[42]

For now, the market verdict is clear: selling Clean Earth and spinning off New Enviri looks like the value‑unlock investors have been waiting for. Whether the transaction ultimately delivers on that promise will depend on execution — both in Veolia’s integration of Clean Earth and in New Enviri’s ability to turn a lighter balance sheet into sustainable growth.

This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any security. Investors should conduct their own research or consult a qualified financial adviser before making investment decisions.

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