-- New Enviri will be a market-leading, global provider of environmental
solutions for industrial waste streams and innovative equipment and
technology for the rail sector
-- Carolann I. Haznedar selected to be Chair of the Board of New Enviri
-- Transaction closing on track for mid-year 2026
PHILADELPHIA, March 20, 2026 (GLOBE NEWSWIRE) -- Enviri Corporation (NYSE: NVRI) ("Enviri," or the "Company) today announced that an initial Form 10 registration statement (the "Form 10") has been filed with the U.S. Securities and Exchange Commission ("SEC") in connection with the previously announced spin-off of Harsco Environmental and Rail into a standalone, publicly traded company ("New Enviri"). The spin-off is expected to occur immediately prior to the Company's sale of its Clean Earth division to Veolia Environnement S.A. ("Veolia").
"Today's Form 10 filing marks another key milestone as we prepare to launch New Enviri as a global provider of solutions for the metals and rail sectors," said Russell Hochman, President and Chief Operating Officer of Enviri and future CEO of New Enviri. "We are confident in our ability to replicate the success we achieved driving improvement and value creation at Clean Earth. We have a clear path forward for New Enviri and believe we can strengthen and grow our business, leveraging our unique service and product capabilities to create sustained value for shareholders."
New Enviri will be a leading provider of critical environmental services and material processing to the metals industry and innovative equipment, after-market parts and services for the rail sector. Key business and financial highlights from recent disclosures for New Enviri include:
-- Annualized 2026 expected pro forma revenues and Adjusted EBITDA of
approximately $1.2 billion and $140 million, respectively, following the
rightsizing of central Corporate costs.1
-- A conservative capital structure at launch with Net Debt to Adjusted
EBITDA of 2.0x and a revolving credit facility that will be undrawn at
closing.
-- Significant earnings growth potential through internal improvement
initiatives and investments as well as a recovery in relevant end
markets.
-- Strong underlying cash flow potential, with cash flow generation in the
near-term impacted by Rail's large ETO (engineered to order) contracts as
contemplated under the existing agreements (which consumed approximately
$40 million in 2025). Future cash flow is expected to improve as these
ETO contracts conclude and earnings strengthen, which is expected to
support meaningful future debt reduction.
A copy of the initial Form 10 is available on the SEC website and can also be viewed on Enviri's Investor Relations website. Consistent with the Form 10 process, the filing is an initial step in an iterative process and additional information will be included in any subsequent filing(s). New Enviri intends to apply to have shares of New Enviri common stock authorized for listing on the New York Stock Exchange, using the Company's existing ticker symbol ("NVRI").
The Company expects to file its proxy statement related to the Clean Earth sale with the SEC in the near-term. The spin-off of New Enviri is expected to occur in mid-2026 immediately prior to the closing of the Clean Earth sale, which is subject to approval by Enviri shareholders, the effectiveness of the Form 10 and satisfaction of other customary closing conditions.
(1) See table at end of press release for GAAP to non-GAAP reconciliation.
New Enviri Board of Directors
Effective with the spin-off of New Enviri, Carolann I. Haznedar is expected to serve as Chair of New Enviri. Ms. Haznedar has served on Enviri's Board of Directors since October 2018. Ms. Haznedar had a 35-year career with E. I. du Pont de Nemours and Company (DuPont), a global innovator of technology-based materials and solutions, where she was responsible for several global businesses, including Packaging and Industrial Polymers, Engineering Polymers for the automotive industry, Kevlar$(R)$ Life Protection, and Specialty Fluorochemicals.
"With the selection of New Enviri's Board of Directors and Carolann as Chair, we are establishing a strong corporate governance foundation," added Mr. Hochman. "Carolann has been an independent, engaged member of Enviri's Board, bringing expertise that is highly relevant to our businesses, and we are confident she will be the right choice to serve as Chair of New Enviri. I look forward to working closely with Carolann and the Board to advance New Enviri's strategic priorities and deliver enhanced value for all our shareholders."
Joining Ms. Haznedar on the Board will be:
-- James F. Earl, retired Executive Vice President of GATX Corporation; -- Nicholas C. Fanandakis, retired Executive Vice President and CFO of DuPont; -- Russell C. Hochman, President and Chief Operating Officer of Enviri and future CEO of New Enviri; -- Timothy M. Laurion, retired Managing Director and Senior Corporate Banker for Bank of America; -- Rebecca M. O'Mara, Former President of Stanley Industrial Services, Stanley Black & Decker; -- Edgar M. Purvis, Jr., retired Executive Vice President and Chief Operating Officer of Emerson Electric Co.; and -- John S. Quinn, retired CEO and Managing Director of LKQ Europe.
Additional information on these individuals can be found on the Leadership section of Enviri's website and in the Form 10.
About Enviri
Enviri is transforming the world to green, as a trusted global leader in providing a broad range of environmental services and related innovative solutions. The Company serves a diverse customer base by offering critical recycle and reuse solutions for their waste streams, enabling customers to address their most complex environmental challenges and to achieve their sustainability goals. Enviri is based in Philadelphia, Pennsylvania and operates in more than 150 locations in over 30 countries. Additional information can be found at www.enviri.com.
Forward-Looking Statements
The nature of the Company's business, together with the number of countries in which it operates, subject it to changing economic, competitive, regulatory and technological conditions, risks and uncertainties. In accordance with the "safe harbor" provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, the Company provides the following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the results contemplated by forward-looking statements, including the expectations and assumptions expressed or implied herein. Forward-looking statements contained herein include, among other things, statements regarding the expected timing, completion and effects of the sale of Clean Earth and the spin-off of New Enviri; statements about management's confidence in and strategies for performance; expectations for new and existing products, technologies and opportunities; and expectations regarding New Enviri's performance, growth, sales, cash flows, earnings and debt, including expected 2026 pro forma revenues and Adjusted EBITDA. Forward-looking statements can be identified by the use of such terms as "may," "could," "expect," "anticipate," "intend," "believe," "likely," "estimate," "potential," "outlook," "plan," "contemplate," "project," "target" or other comparable terms.
Factors that could cause actual results to differ, perhaps materially, from those implied by forward-looking statements include, but are not limited to: (1) the Company's ability to complete the sale of Clean Earth and the spin-off of New Enviri on the terms expected, in a timely manner or at all; (2) the possibility that the sale of Clean Earth and the spin-off of New Enviri may not ultimately achieve the expected benefits; (3) the impact of the sale of Clean Earth Business and the spin-off on New Enviri's business and performance; (4) New Enviri's ability to effectively implement its business strategy and improvement initiatives and realize the expected benefits therefrom; (5) the Company's or New Enviri's ability to successfully enter into new contracts and complete new acquisitions, divestitures, or strategic ventures in the time-frame contemplated or at all; (6) the Company's or New Enviri's inability to comply with applicable environmental laws and regulations; (7) the Company's or New Enviri's inability to obtain, renew, or maintain compliance with its operating permits or license agreements; (8) various economic, business, and regulatory risks associated with the waste management industry; (9) the seasonal nature of the Company's business; (10) risks caused by customer concentration, the fixed price and long-term customer contracts, especially those related to complex engineered equipment, and the competitive nature of the industries in which the Company operates; (11) the outcome of any disputes with customers, contractors and subcontractors; (12) the financial condition of the Company's customers, including the ability of customers (especially those that may be highly leveraged or have inadequate liquidity) to maintain their credit availability; (13) higher than expected claims under the Company's or New Enviri's insurance policies, or losses that are uninsurable or that exceed existing insurance coverage; (14) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs; (15) the Company's or New Enviri's ability to negotiate, complete, and integrate strategic transactions and joint ventures with strategic partners; (16) the Company's or New Enviri's ability to effectively retain key management and employees, including due to unanticipated changes to demand for the Company's or
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