Veolia acquires Enviri’s Clean Earth

French waste management company Veolia Environnement SA has entered into a definitive agreement with Enviri Corp. of Philadelphia, in which it will acquire 100 percent of Clean Earth for aggregate cash consideration of $3.04 billion.

The board of directors for both companies have unanimously approved the transaction, which is expected to close mid-2026, pending regulatory approval and subject to Enviri shareholder approval.

According to Veolia, the transaction marks the company’s largest acquisition since its 2022 merger with Suez and will double Veolia’s U.S. hazardous waste footprint.

“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 says. “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.”

Enviri shareholders are expected to 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, New Enviri.

In addition, Enviri will execute a taxable spinoff of its Harsco Environmental and Rail businesses to shareholders of Enviri as of the closing date of the Clean Earth sale. Shareholders will receive 0.33 shares of New Enviri for each Enviri share held. Management says it anticipates approximately 28 million New Enviri shares outstanding upon close.

The final amount of the cash consideration paid to shareholders will be determined by Enviri’s board of directors prior to closing. Enviri intends to repay approximately $1.35 billion of existing debt, resulting in New Enviri with net debt to adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) of approximately 2.0x and a revolving credit facility that will be undrawn at close (1.0x adjusted EBITDA). The transactions are not expected to result in any material cash tax expense to Enviri or New Enviri.

“In addition to the significant cash consideration shareholders will receive, we are also positioning New Enviri to achieve its goals and to create shareholder value over time,” Grasberger says. “As a market-leading provider of innovative services and products, New Enviri will have a strong capital structure and an improving cash flow profile. We remain laser focused on continuing to take actions to stabilize Harsco Rail while leveraging innovation and service capabilities to support Harsco Environmental’s leadership and growth.”

Effective immediately, 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. Hochman, having served as a member of the company’s executive team for 10 years, 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.

Previously, he served in senior legal roles with Pitney Bowes Inc. based in New York, London and Europe. Earlier in his career, Hochman was a mergers and acquisitions attorney at international law firms.

“I am honored to serve as New Enviri’s CEO and am confident in the company's potential,” Hochman says. “New Enviri will be positioned for success, supported by a stronger capital structure that will create enhanced opportunities for both businesses. 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.”

Grasberger will remain with Enviri through the completion of the Clean Earth sale. The board of New Enviri will be announced at a later date.

“As General Counsel, Russell has been a trusted member of our leadership team for many years, helping to guide our organization’s global strategy across segments and drive major initiatives, among other contributions,” Grasberger says. “His deep business acumen and proven ability to navigate mergers and acquisitions, regulatory matters and transformation efforts, makes him exceptionally qualified to lead New Enviri in this pivotal next chapter.”

BofA Securities and Jefferies LLC are serving as financial advisors and Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal counsel to Enviri. Joele Frank, Wilkinson Brimmer Katcher, is serving as strategic communications advisor. Citi and Messier & Associés are serving as financial advisors, and Wachtel Lipton Rosen & Katz is serving as legal counsel to Veolia.