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].