Veolia Environnement has agreed to acquire Clean Earth, the U.S.-based hazardous-waste management subsidiary of Enviri Corporation, in a transaction valued at approximately $3 billion including debt. The deal, unanimously approved by the boards of both companies, will be significant expansion of Veolia’s operations in the rapidly growing U.S. hazardous-waste market.
Enviri confirmed on Friday that Veolia will pay an aggregate cash consideration of $3.04 billion for Clean Earth. As part of the transaction structure, Enviri shareholders are expected to receive cash consideration of between $14.50 and $16.50 per share at closing, along with full ownership of Enviri’s remaining Harsco Environmental and Rail businesses. These will be spun off into a new publicly traded entity, New Enviri, in connection with the sale.
The spin-off will grant Enviri shareholders 0.33 shares of New Enviri for each Enviri share held, with approximately 28 million shares expected to be outstanding upon closing. Enviri plans to use roughly $1.35 billion of the proceeds to repay existing debt, positioning New Enviri with a net leverage ratio of around 2.0x Adjusted EBITDA and significant balance sheet flexibility.
Enviri Chairman and CEO Nick Grasberger said the agreement reflects a comprehensive strategic review aimed at unlocking the sum-of-the-parts value of the company. He emphasized that Clean Earth has strengthened its market position in recent years and will benefit from Veolia’s global scale, while New Enviri will be structured to pursue long-term value creation in its core environmental and rail segments.
For Veolia, the acquisition represents a major strategic step in consolidating its leadership in hazardous-waste services. Following completion, the company expects revenue from its hazardous-waste division to reach €5.2 billion ($5.99 billion), with an EBITDA margin of 17%. Veolia forecasts at least 10% EBITDA growth between 2024 and 2027 in this business line. It also anticipates $120 million in synergies within four years and expects the deal to become accretive to earnings per share by the second year after closing.
The transaction is expected to close by mid-2026, subject to Enviri shareholder approval and customary regulatory review.