Enviri (NVRI) M&A Announcement summary

Deal rationale and strategic fit

• Sale of Clean Earth for $3.04 billion to Veolia and spin-off of Harsco Environmental and Rail unlocks sum-of-the-parts value and focuses on core businesses.

• Transaction follows a strategic review and competitive process to maximize shareholder value through an integrated, tax-efficient structure.

• New Enviri will focus on steel mill services and rail maintenance, positioned for growth as markets recover.

• Clean Earth’s market leadership and strong customer base attracted Veolia as a buyer.

Financial terms and conditions

• Veolia will acquire Clean Earth for $3.04 billion in cash, representing 18.6x LTM 9/30 Deal-Adjusted EBITDA.

• Shareholders to receive $14.50–$16.50 per share in cash and 0.33 shares of New Enviri for each share held.

• $1.3–$1.5 billion of proceeds to shareholders, $1.5–$1.7 billion for debt repayment, transaction costs, taxes, and supporting rail contracts.

• New Enviri will have ~2.0x net leverage and an undrawn revolving credit facility at close.

Synergies and expected cost savings

• New Enviri will right-size corporate costs and enhance operational and financial flexibility.

• Improved cash flow and significant debt reduction position New Enviri for long-term value creation.

• Overhead related to engineer-to-order rail contracts will be reduced as contracts are completed.