Monitor the March filing of Form 10 and proxy for clarity on spin-off mechanics and cash distribution. The Rail segment remains a key risk due to ETO contract losses; any improvement in contract terms or demand recovery could be a catalyst. Harsco Environmental may benefit from EU trade protections in H2 2026.
Price Chart
Executive Summary
Enviri Corp is preparing for the midyear sale of its Clean Earth business to Veolia and the spin-off of the remaining Harsco Environmental and Rail businesses into 'New Enviri'. The company expects a cash payout to shareholders between $14.50 and $16.50 per share, though final amounts depend on closing timing and cash retention needs. Full-year 2025 revenue was $2.2 billion with $275 million adjusted EBITDA, led by Clean Earth's growth, while Harsco Environmental and Rail faced volume declines.
Key Facts
- Enviri is selling Clean Earth to Veolia and spinning off the remainder (Harsco Environmental and Rail) into 'New Enviri'.
- HSR waiting period expires March 9, 2026; Form 10 and proxy to be filed in March with midyear closing targeted.
- Cash payout to shareholders expected between $14.50 and $16.50 per share, subject to closing timing and cash flow.
- Full-year 2025 revenue was $2.2 billion, up 4% at Clean Earth but offset by declines in Harsco Environmental and Rail.
- Adjusted EBITDA for 2025 was $275 million; Clean Earth achieved record margins.
- New Enviri 2026 pro forma EBITDA guidance is $140 million, with Harsco Environmental expected at $170–180 million and Rail EBITDA loss of $19–26 million.
- Rail's ETO contracts caused $20 million EBITDA loss and $40 million cash outflow in 2025.
- Free cash flow for 2025 was -$15 million, better than guidance due to improved collections.
Financial Impact
Shareholders to receive $14.50–$16.50 per share in cash from Clean Earth sale. New Enviri projected to generate $140 million EBITDA in 2026 with modest free cash flow.
Risk Factors
- Rail segment EBITDA loss expected to widen in 2026 to $26 million with continued negative cash flow from ETO contracts.
- Cash payout could be at the lower end of the $14.50–$16.50 range if more cash is retained for New Enviri's operations.
- Harsco Environmental guidance excludes potential benefits from EU trade protections, which may not materialize.
Market Snapshot
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001193125-26-069436 |
| Document: 0001193125-26-069436-index-headers.html | 0001193125-26-069436 |
| Document: 0001193125-26-069436-index.html | 0001193125-26-069436 |
| Document: 0001193125-26-069436.txt | 0001193125-26-069436 |
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