Company Overview - Enviri Corporation is a leading provider of environmental solutions for industrial waste streams, focusing on integrated services and value-added products for metals manufacturers and waste generators [5] - The company operates under a dual-segment model, emphasizing long-term contracts and resource recovery, positioning itself as a key player in sustainable waste management and recycling [5] - Enviri serves various sectors, including iron, steel, and metals manufacturers, as well as clients requiring hazardous and non-hazardous waste processing and recycling both domestically and internationally [5] Financial Performance - Enviri reported trailing twelve months (TTM) revenue of $2.2 billion, with a net income of -$162.8 million [4] - The company's stock price as of the latest market close was $17.40, reflecting a 143% increase over the past year, significantly outperforming the S&P 500, which rose by 11% during the same period [3][4] - The adjusted EBITDA for the latest quarter fell to $74 million from $85 million a year earlier, and full-year guidance was revised down to a range of $268 million to $278 million [8] Recent Developments - Vision One Management Partners disclosed a new stake in Enviri Corporation, acquiring 436,911 shares valued at approximately $5.5 million, which represents 3.5% of the fund's $158.9 million in reportable U.S. equity assets [2] - The fund's investment in Enviri is seen as a high-conviction addition during a pivotal time for the company, which is undergoing operational and strategic transitions [6][9] - Enviri's third-quarter results indicated steady revenue but continued GAAP losses and tightening margins, as management navigates divestitures and a strategic alternatives process [6]

Core Viewpoint - Kahn Swick & Foti, LLC is investigating the proposed sale of Enviri Corporation's Clean Earth to Veolia Environnement SA, focusing on whether the cash consideration of $14.50 - $16.50 per share adequately reflects the company's value [1]. Summary by Relevant Sections - **Proposed Transaction Details** - Enviri Corporation shareholders are set to receive cash consideration between $14.50 and $16.50 for each share owned in the proposed sale to Veolia Environnement SA [1]. - **Investigation Purpose** - The investigation aims to determine the adequacy of the cash consideration and the process that led to this valuation, assessing whether it undervalues Enviri Corporation [1].

PresentationOperator Good morning. My name is Dave, and I will be your conference facilitator. At this time, I would like to welcome everyone to this Enviri Corporation Update Conference Call. [Operator Instructions] Also, this telephone conference presentation and accompanying webcast made on behalf of Enviri Corporation are subject to copyright by Enviri Corporation and all rights reserved. No recordings or redistributions of this telephone conference by any other party are permitted without the express w ...

NEW YORK--(BUSINESS WIRE)--Halper Sadeh LLC, an investor rights law firm, is investigating whether the sale of Enviri Corporation's (NYSE: NVRI) Clean Earth to Veolia Environnement SA is fair to Enviri shareholders. Enviri shareholders are expected to receive cash consideration of $14.50 - $16.50 per share in the proposed transaction. Halper Sadeh encourages Enviri shareholders to click here to learn more about their legal rights and options or contact Daniel Sadeh or Zachary Halper at (212) 76. ...

Acquisition of Clean Earth 21 November 2025 Highlights Estelle Brachlianoff, Chief Executive Officer, Veolia Key highlights Acquisition enhancing Group growth profile and international footprint Fully aligned with GreenUp plan and priority boosters Doubling Veolia size in the fast growing US Hazardous Waste sector and reaching #2 position(1) Enterprise Value of $3.0bn (c.€2.6bn), i.e. 9.8x(2) EBITDA 2026e post run-rate synergies $120m (c.€105m) run-rate cost synergies by Year 4, backed by Veolia solid track ...

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - Enviri Corporation (NVRI) is up 32% at $18.00 [3] - Mobile-Network Solutions (MNDR) is up 32% at $4.04 [3] - Epsium Enterprise Limited (EPSM) is up 13% at $4.17 [3] - Azenta, Inc. (AZTA) is up 10% at $33.12 [3] - Shuttle Pharmaceuticals Holdings, Inc. (SHPH) is up 10% at $2.03 [3] - Inhibikase Therapeutics, Inc. (IKT) is up 9% at $1.67 [3] - OMS Energy Technologies Inc. (OMSE) is up 7% at $5.48 [3] - Montauk Renewables, Inc. (MNTK) is up 6% at $1.71 [3] - AN2 Therapeutics, Inc. (ANTX) is up 6% at $1.15 [3] - Brera Holdings PLC (SLMT) is up 5% at $2.21 [3] Premarket Losers - New Fortress Energy Inc. (NFE) is down 17% at $1.20 [4] - Educational Development Corporation (EDUC) is down 16% at $1.05 [4] - Q/C Technologies, Inc. (QCLS) is down 15% at $2.78 [4] - AnaptysBio, Inc. (ANAB) is down 14% at $32.21 [4] - Psyence Biomedical Ltd. (PBM) is down 14% at $1.47 [4] - ALT5 Sigma Corporation (ALTS) is down 13% at $1.45 [4] - Elastic N.V. (ESTC) is down 11% at $72.50 [4] - Twin Vee Powercats Co. (VEEE) is down 9% at $1.63 [4] - Gloo Holdings, Inc. Class A Common Stock (GLOO) is down 7% at $8.35 [4] - Metalpha Technology Holding Limited (MATH) is down 6% at $2.95 [4]

Core Viewpoint - Enviri Corporation has entered into a definitive agreement with Veolia Environnement SA for the acquisition of Clean Earth for $3.04 billion, with Enviri shareholders expected to receive cash consideration of $14.50 - $16.50 per share, while retaining ownership of Harsco Environmental and Rail through a spin-off into a new publicly traded company, New Enviri [1][4][12]. Transaction Details - The transaction involves a taxable spin-off of Harsco Environmental and Rail businesses to Enviri shareholders, who will receive 0.33 shares of New Enviri for each Enviri share held [2]. - Enviri plans to repay approximately $1.35 billion of existing debt, resulting in New Enviri being conservatively capitalized with a net debt to Adjusted EBITDA ratio of approximately 2.0x [3][12]. Management and Leadership - Russell Hochman has been appointed as President and Chief Operating Officer of Enviri and will become the Chief Executive Officer of New Enviri upon the separation [6][8]. - Nick Grasberger will remain with Enviri through the completion of the Clean Earth sale to ensure a smooth transition to the New Enviri management team [7]. Financial Structure and Positioning - The cash consideration for shareholders will be finalized by the Enviri Board before closing, considering existing debt repayment and transaction costs [3]. - New Enviri is expected to have a strong capital structure and improved cash flow profile, positioning it for future growth and value creation [4][12]. Timing and Approvals - The sale of Clean Earth is anticipated to close in mid-2026, pending shareholder approval and customary regulatory approvals [9].

Core Viewpoint - Siemens is expected to announce its strategy for reducing its stake in Siemens Healthineers, valued at 35 billion euros ($41 billion) [1] Company Summary - Siemens Healthineers is a significant asset for Siemens, and the planned reduction in stake indicates a strategic shift within the company [1] - The announcement is anticipated to provide insights into Siemens' broader financial strategy and capital allocation [1] Industry Summary - The engineering sector, particularly in healthcare technology, is witnessing shifts as companies reassess their investment strategies [1] - Stake adjustments in major firms like Siemens may influence market dynamics and investor sentiment within the healthcare technology industry [1]

Financial Data and Key Metrics Changes - In Q3, total revenue was $575 million, and adjusted EBITDA was $74 million, both representing highs for the year but lower than initial expectations [12][21] - Adjusted diluted loss per share was $0.08 for the quarter, excluding unusual items totaling $12 million pre-tax [13] - Adjusted free cash flow for the quarter was $6 million, which was $20 million above Q2 [14] Business Line Data and Key Metrics Changes - Clean Earth revenue grew 6% year-over-year to $250 million, with adjusted EBITDA reaching $43 million and a margin of 17.3% [17] - Harsco Environmental segment revenues totaled $261 million, with adjusted EBITDA of $44 million, impacted by divestitures and site closures [16] - Harsco Rail revenues were $64 million, with an adjusted EBITDA loss of $4 million, reflecting lower equipment volumes and higher manufacturing costs [18] Market Data and Key Metrics Changes - Steel production at customer locations rose modestly, with higher output in the U.S., India, and the Middle East, offset by lower production in Canada and Brazil [16] - Customer utilization rates in Europe remained below 70%, indicating room for improvement across the service portfolio [17] Company Strategy and Development Direction - The company is undergoing a strategic review to unlock value in its business portfolio, particularly focusing on the Clean Earth business [5][6] - A potential simultaneous sale of Clean Earth along with a taxable spin of Harsco Environmental and Rail businesses is being considered to minimize tax leakage for shareholders [6] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future, expecting strong performance from Clean Earth in Q4 and a better year for Harsco Environmental in 2026 [9][11] - The outlook for Harsco Rail has been lowered due to demand weakness, but management is confident in the earnings and cash flow potential of the company [11] Other Important Information - The company amended its credit agreement to allow for potential transactions involving Clean Earth, providing additional flexibility in financial covenants [15] - The midpoint of EBITDA guidance was reduced by $27 million, primarily driven by rail, with free cash flow guidance reduced by $50 million [20] Q&A Session Summary Question: Update on the strategic review process - Management indicated strong interest in the Clean Earth business and is optimistic about unlocking its value before year-end [24] Question: Clarification on the $27 million EBITDA guidance drop - The majority of the drop is attributed to rail, with adjustments made to de-risk the outlook based on current order visibility [26] Question: Performance of Clean Earth and soil business - Management noted that while hazardous waste is expected to see a 15% EBITDA increase, the soil and dredge business is facing timing issues with project starts [28][29] Question: Sustainability of industry multiples - Management expressed confidence that the multiples expected from precedent transactions would be consistent with current market conditions [34] Question: Current run rate for baseline rail business - The baseline EBITDA for the rail business is currently in the $30 million range, lower than the historical $35 million-$40 million due to demand drop [36]

Q3 2025 Financial Performance - Revenues remained relatively unchanged at $575 million compared to $574 million in Q3 2024[11] - GAAP Income from Continuing Operations showed a decrease of 82%, falling from $(11) million in Q3 2024 to $(20) million in Q3 2025[11] - Adjusted EBITDA decreased by 12%, from $85 million in Q3 2024 to $74 million in Q3 2025, representing a margin of 12.9% compared to 14.8% in the previous year[11] - Adjusted diluted loss per share from continuing operations was $(0.08), compared to $(0.01) in Q3 2024[11] - Adjusted Free Cash Flow was $6 million, a significant change from $(34) million in Q3 2024[11] Segment Performance - Harsco Environmental's revenues decreased by 6% to $261 million, and Adjusted EBITDA decreased by 17% to $44 million[12] - Clean Earth's revenues increased by 6% to $250 million, and Adjusted EBITDA increased by 4% to $43 million[16] - Harsco Rail's revenues increased by 10% to $64 million, but Adjusted EBITDA decreased by 48% to $(4) million[20] Revised 2025 Outlook - GAAP Loss from Continuing Operations is projected to be between $(103) million and $(93) million, revised from the prior outlook of $(74) million to $(56) million[24] - Adjusted EBITDA is expected to be between $268 million and $278 million, revised from the prior outlook of $290 million to $310 million[24] - Adjusted Free Cash Flow is projected to be between $(30) million and $(20) million, revised from the prior outlook of $15 million to $35 million[24]