Dive Brief:
- Enviri's shareholders last week approved a deal in which Veolia would acquire the Clean Earth environmental services business segment. The vote clears way for the transaction to enter its final stages, and Enviri now expects completion by June 1.
- Enviri's leadership noted in the filing that shareholders could expect to receive between $1.3 billion and $1.5 billion in cash consideration as a result of the deal. The transaction would also significantly lower the company’s debt leverage, per securities filings.
- Enviri engaged with dozens of interested parties during the competitive sale process that opened last year, according to new securities filings. Veolia’s proposal ultimately was among the highest valuations Enviri received for Clean Earth.
Dive Insight:
The deal with Veolia was first announced on Nov. 21 with a valuation of roughly $3 billion. It would make Veolia the second largest player in hazardous waste in the United States and boost the company's annual U.S. revenue to $6.3 billion, per a news release announcing the deal.
Clean Earth operates facilities in 82 locations, including 19 treatment, storage and disposal facilities around the U.S. The business has more than 700 operating permits and will allow Veolia to expand its presence in the Southeast and Pacific Northwest.
Enviri has received offers on Clean Earth since at least 2024, when it received an unsolicited bid valuing the segment at about $2 billion, according to a security filing. Company leaders ultimately decided they could receive a better offer by opening up a competitive sale process for Clean Earth.
During the process, Enviri also received multiple offers to sell of the entire business. In total, Enviri entered into 31 non-disclosure agreements with interested parties over the Clean Earth proposal. BofA Securities and Jefferies served as advisors on the negotiations.
This week, Enviri also provided details on Clean Earth's first-quarter performance. The business segment saw revenue and volumes decline slightly year over year, citing "sluggish project-related work and industrial volumes," mostly due to weather impacts experienced by other environmental services businesses, Enviri CFO Tom Vadaketh said during the call.
Following closure of the deal, Enviri's C-suite will turn over. Russell Hochman is set to take over as president and CEO of New Enviri, as the post-Clean Earth entity is referred to, after the transaction closes. Executives continue to express confidence in the business's trajectory, expecting $140 million in adjusted earnings before income, taxes, depreciation and amortization for 2026.
As previously disclosed, Enviri will continue to support Clean Earth in the months following the transaction's close through a transition agreement with Veolia that's expected to last up to 12 months.
