Enviri Corporation, based in Philadelphia, has agreed to sell its Clean Earth business to Veolia Environnement SA for $3.04 billion.
Enviri shareholders will receive cash consideration of $14.50 – $16.50 per share in the transaction and retain full ownership of Harsco Environmental and Rail through a spin-off of those businesses into a standalone publicly traded company.
The boards of both Enviri and Veolia have unanimously approved this transaction, which is expected to close mid-2026 subject to pending approvals.
In connection with the closing of the Clean Earth sale, Enviri will execute a spin-off of its Harsco Environmental and Rail businesses to shareholders of Enviri as of the closing date of the Clean Earth sale.
In the spin-off transaction, Enviri shareholders will receive 0.33 shares of New Enviri for each Enviri share held. Management anticipates approximately 28 million New Enviri shares outstanding upon close.
“We are pleased to have reached this agreement, which is the result of a comprehensive strategic alternatives process to maximize value for our shareholders and realize the sum-of-the-parts valuation of our businesses,” Enviri Chairman and CEO Nick Grasberger said. “Over the past five years, Enviri has significantly enhanced the value proposition of Clean Earth, making it a trusted provider of industrial waste solutions with a strong customer base. This transaction is a testament to our team’s dedication and leadership, and we are confident that the business and its employees will prosper as part of Veolia.”
The final amount of the cash consideration paid to shareholders will be determined by the Enviri Board prior to closing, taking into account the repayment of Enviri’s existing debt, transaction costs and other financial considerations.
Enviri intends to repay approximately $1.35 billion of existing debt.
Russell Hochman, 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, effective immediately.
Hochman will serve in this role until the effective date of the separation, at which time he will become CEO of New Enviri, where he will lead Harsco Environmental and Rail into their next chapter of operational and strategic execution.
Grasberger, the current Enviri chairman and CEO will remain with Enviri through the completion of the Clean Earth sale.
“I am honored to serve as New Enviri’s CEO and am confident in the company’s potential. New Enviri will be positioned for success, supported by a stronger capital structure that will create enhanced opportunities for both businesses,” Hochman said. “We will continue to be guided by the core values of integrity, safety, sustainability, and innovation, and our success will be built on the strength of our talented teams and their ability to deliver exceptional service and solutions for our customers. We expect our initiatives to drive progress and remain committed to unlocking shareholder value as we have demonstrated with today’s announced transaction.”
Before joining Enviri in 2015, Hochman held senior legal roles with Pitney Bowes based in New York, London, and Europe.