Enviri II completes spin-off and new credit facilities
Enviri II Corporation completed the spin-off of its Harsco Environmental and Harsco Rail businesses as “New Enviri,” creating a separate, publicly traded company on the NYSE under the symbol NVRI.
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Rhea-AI Filing Summary
Enviri II Corporation completed the spin-off of its Harsco Environmental and Harsco Rail businesses as “New Enviri,” creating a separate, publicly traded company on the NYSE under the symbol NVRI. The spin-off occurred immediately before the sale of the Clean Earth business to Veolia.
Enviri shareholders received one share of New Enviri common stock for every three Enviri shares, and $15.00 per Enviri share in cash tied to the Clean Earth sale. New Enviri now operates through two segments, Harsco Environmental and Harsco Rail, with a focused strategy on industrial waste solutions and rail equipment.
To fund and operate as a standalone company, New Enviri entered senior secured credit facilities consisting of a $152.0 million revolving credit facility and a $370.7 million term loan B, subject to leverage and interest coverage covenants. The company also adopted a 2026 Omnibus Incentive Plan, updated its charter and bylaws, and entered indemnification agreements with directors and officers.
Positive
- Clear proforma scale and earnings base: New Enviri projects 2026 proforma revenues of $1,245 million and adjusted EBITDA of $141 million, with Harsco Environmental generating $175 million of adjusted EBITDA on $1,018 million of revenue and an 17.2% margin, giving investors a defined standalone profile.
Negative
- Leverage and underperforming segment risk: New Enviri assumes a $370.7 million term loan B and targets a maximum net leverage ratio of 3.00:1.00, while Harsco Rail is projected to post a $23 million adjusted EBITDA loss on $227 million of revenue and a –9.9% margin.
Insights
New Enviri launches as a leveraged standalone after Clean Earth sale.
New Enviri is now independent, combining Harsco Environmental and Harsco Rail with proforma 2026 revenues of $1,245M and proforma adjusted EBITDA of $141M. The structure follows the spin-off from Enviri and the Clean Earth divestiture to Veolia.
The company joins Enviri’s existing credit agreement through a joinder, with a $152.0M revolving facility (undrawn post-merger) and a $370.7M term loan B. Covenants include a maximum total net leverage ratio of 3.00:1.00 and minimum interest coverage of 2.50:1.00, shaping future balance sheet flexibility.
Segment projections show Harsco Environmental generating $175M of proforma adjusted EBITDA on $1,018M of revenue, offset by a $23M adjusted EBITDA loss at Harsco Rail and $12M corporate loss. Future disclosures for the twelve months ending December 31, 2026 will indicate how execution in Rail and leverage management track against these projections.
8-K Event Classification
Key Figures
Key Terms
Spin-Off financial
Revolving Credit Facility financial
Term Loan Facility financial
Omnibus Incentive Plan financial
Adjusted EBITDA financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What transaction did Enviri II (NVRI) complete with Veolia and New Enviri?
What credit facilities support New Enviri (NVRI) after the spin-off?
What financial covenants apply to New Enviri under its credit agreement?
What are New Enviri’s projected 2026 revenues and adjusted EBITDA by segment?
How profitable are New Enviri’s Harsco Environmental and Rail segments?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On November 20, 2025, Enviri Corporation, a Delaware corporation (“Enviri”), entered into definitive agreements with Veolia Environnement S.A., a French société anonyme (“Veolia”), for the sale of Enviri’s “Clean Earth” business (the “Clean Earth Business”) and the distribution of Enviri’s “Harsco Environmental” and “Rail” businesses (the “New Enviri Business”), including (i) an Agreement and Plan of Merger, dated as of November 20, 2025 (the “Merger Agreement”), by and among Enviri, CLEH, Inc., a Delaware corporation and, prior to the Holding Company Merger (defined below), a direct wholly owned subsidiary of Enviri (“CLEH”), Enviri LLC, a Delaware limited liability company and, prior to the Reorganization (defined below), a direct wholly owned subsidiary of CLEH (“Enviri LLC”), Veolia and Liberty Merger Sub Inc., a Delaware corporation and wholly owned indirect subsidiary of Veolia (“Merger Sub”), and (ii) a Separation Agreement, dated as of November 20, 2025 (the “Separation Agreement”), by and among Enviri, CLEH, Veolia and Enviri II Corporation, a Delaware corporation and, prior to the Holding Company Merger, a direct wholly owned subsidiary of Enviri (“New Enviri”).
This Current Report on Form 8-K is being filed in connection with the completion of the spin-off of New Enviri contemplated by the Separation Agreement.
On June 1, 2026, pursuant to the terms of the Separation Agreement, the following series of transactions occurred:
| • | Pursuant to Section 251(g) of the Delaware General Corporation Law, Enviri merged with and into Enviri LLC, with Enviri LLC being the surviving entity of such merger, and each outstanding share of common stock, par value $1.25 per share, of Enviri (“Enviri Common Stock”) was exchanged for one share of common stock, par value $1.25 per share, of CLEH (“CLEH Common Stock”) (the “Holding Company Merger”); |
| • | CLEH and its subsidiaries, including Enviri LLC and New Enviri, effected a reorganization (the “Reorganization”), resulting in (i) CLEH holding the Clean Earth Business and owning all of the outstanding shares of common stock, par value $0.00001 per share, of New Enviri (“New Enviri Common Stock”), (ii) New Enviri owning all of the equity interests of Enviri LLC, and (iii) Enviri LLC holding the New Enviri Business; and |
| • | CLEH distributed all of the outstanding shares of New Enviri Common Stock to the stockholders of CLEH (the former stockholders of Enviri), on a pro rata basis (the “Distribution” and, together with the Reorganization, the “Spin-Off”), at a ratio of one share of New Enviri Common Stock for every three shares of CLEH Common Stock held by them immediately after the effective time of the Holding Company Merger. |
Immediately following the Spin-Off, Merger Sub merged with and into CLEH, with CLEH surviving as an indirect wholly owned subsidiary of Veolia (the “Merger”).
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is attached as Exhibit 2.1 to New Enviri’s Registration Statement on Form 10 (File No. 001-43207), originally filed on March 20, 2026, as amended (the “Form 10”), and is incorporated by reference herein.
| Item 1.01 | Entry into a Material Definitive Agreement. |
General
Prior to the opening of trading on the New York Stock Exchange (the “NYSE”) on June 1, 2026, the Holding Company Merger and Spin-Off were completed. Holders of record of Enviri Common Stock immediately before the effective time of the Holding Company Merger received in the Holding Company Merger one share of CLEH Common Stock in exchange for each share of Enviri Common Stock held by them, and subsequently received in the Distribution one share of New Enviri Common Stock for every three shares of CLEH Common Stock held by them immediately after the Holding Company Merger.
New Enviri is now a separate, publicly traded company and expects that New Enviri Common Stock will commence trading “regular way” under the name “Enviri Corporation” and symbol “NVRI” on the NYSE on June 2, 2026, which is the next trading day following the date of the Spin-Off.
Transition Services Agreement
On June 1, 2026, New Enviri entered into a transition services agreement (the “Transition Services Agreement”) with CLEH pursuant to which New Enviri will provide certain services to CLEH on an interim, transitional basis. CLEH will pay New Enviri fees for any such services as specified in the Transition Services Agreement. A summary of certain material terms of the Transition Services Agreement can be found in the section entitled “Holding Company Merger, Reorganization and Distribution—The Transition Services Agreement” in New Enviri’s Information Statement (the “Information Statement”), dated May 8, 2026, attached as Exhibit 99.1 to the Current Report on Form 8-K furnished by New Enviri to the SEC on May 11, 2026, which summary is incorporated by reference herein.
The foregoing description of the Transition Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Services Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Senior Secured Credit Facilities
On June 1, 2026, New Enviri entered into a joinder agreement to that certain Third Amended and Restated Credit Agreement, dated as of November 2, 2016 (as amended, modified, extended or restated from time to time, the “Credit Agreement”), by and among Enviri Corporation, the issuing lenders named therein, the lenders party thereto, the other parties party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent (the “Agent”).
The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”) and (ii) a term loan B facility in an aggregate principal amount of $370.7 million (such facility, the “Term Loan Facility” and together with the Revolving Credit Facility, the “Senior Credit Facilities”). Following the completion of the Merger, there are no borrowings outstanding under the Revolving Credit Facility and $370.7 million of principal outstanding under the Term Loan Facility.
Borrowings under the Revolving Credit Facility bear interest at a rate per annum ranging from 75 to 125 basis points over the Base Rate or 175 to 225 basis points over Term SOFR (for borrowings in US Dollars), SONIA Rate (for borrowings in Sterling) or the EURIBO Rate (for borrowings in Euro), each as defined in the Credit Agreement. Borrowings under the Term Loan Facility bear interest at a rate per annum of 125 basis points over the Base Rate or 225 basis points over Term SOFR.
The Revolving Credit Facility matures on the earlier of (1) September 5, 2029 and (2) a springing maturity date 91 days prior to the Term Loan Facility maturity date, unless the Term Loan Facility has been refinanced or such maturity date has otherwise been extended to a date at least 91 days after September 5, 2029. The Term Loan Facility matures on March 10, 2028.
The Term Loan Facility requires scheduled quarterly payments, each equal to 0.25% of the original principal amount of the loans under the Term Loan Facility made on March 10, 2021. These payments are reduced by the application of any prepayments, and any remaining balance is due and payable on the maturity of the Term Loan Facility. Any principal amount outstanding under the Revolving Credit Facility is due and payable on the maturity of the Revolving Credit Facility.
The obligations of New Enviri are guaranteed by substantially all of New Enviri’s current and future wholly-owned domestic subsidiaries (the “Guarantors”). All obligations under the Senior Credit Facilities, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of New Enviri’s assets and the assets of the Guarantors.
The Credit Agreement requires certain mandatory prepayments of outstanding loans under the Term Loan Facility, subject to certain exceptions, based on (i) net cash proceeds of certain asset sales and casualty and condemnation events, in some cases subject to reinvestment rights and certain other exceptions, (ii) net cash proceeds of any issuance of debt, excluding permitted debt issuances, and (iii) a percentage of Excess Cash Flow (as defined in the Credit Agreement) during a fiscal year.
The Credit Agreement requires New Enviri to comply with a maximum total net leverage ratio of 3.00:1.00, which ratio is to be increased by 0.50 for a period of one year following the consummation of certain significant acquisitions. In addition, the Credit Agreement requires New Enviri to comply with a minimum interest coverage ratio of 2.50:1.00.
The Credit Agreement contains a number of negative covenants that, among other things and subject to certain exceptions, restrict New Enviri’s ability and the ability of each of its restricted subsidiaries to, incur additional indebtedness or guarantees; incur certain liens; make investments, loans, advances and acquisitions; engage in transactions with affiliates; sell assets, including capital stock of its subsidiaries; make dividends or purchase, redeem or acquire capital stock of New Enviri; and consolidate or merge.
The agent and certain of the lenders providing funding or other services under the Senior Credit Facilities, as well as certain of their affiliates, have, from time to time, provided investment banking and financial advisory services to the Company and/or its affiliates for which they have received customary fees and commissions. Such agent and lenders may provide these services from time to time in the future.
The foregoing description of the Senior Secured Credit Facilities does not purport to be complete and is qualified in its entirety by reference to the full text of the conformed copy of the Credit Agreement attached as Exhibit A to Amendment No. 17 to the Credit Agreement, dated as of February 23, 2026, which is attached as Exhibit 10.26 to the Form 10 and is incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth under the heading “Senior Secured Credit Facilities” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 5.01 | Changes in Control of Registrant. |
As described above, the Spin-Off was completed on June 1, 2026. Immediately prior to the Holding Company Merger and the Distribution, New Enviri was a wholly owned subsidiary of Enviri and CLEH, respectively. In connection with the Spin-Off, CLEH distributed 28,103,750 shares of New Enviri Common Stock to its stockholders (the former stockholders of Enviri).
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Omnibus Incentive Plan
In connection with the Spin-Off, New Enviri adopted the Enviri II Corporation 2026 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), effective as of May 28, 2026, pursuant to which New Enviri may grant awards of incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards, cash awards and other equity-based awards (each as defined in the Omnibus Incentive Plan). New Enviri’s chief executive officer, chief financial officer and other executive officers are or may become eligible to participate
in the Omnibus Incentive Plan. A summary of certain material terms of the Omnibus Incentive Plan can be found in the section entitled “Executive Compensation—Anticipated Compensation Program Following the Spin-Off—Omnibus Incentive Plan” in the Information Statement, which summary is incorporated by reference herein.
The foregoing description of the Omnibus Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Incentive Plan, which is attached as Exhibit 10.21 to the Form 10 and is incorporated by reference herein.
Indemnification Agreements
On June 1, 2026, each director and executive officer of New Enviri entered into an indemnification agreement with New Enviri, which provides for indemnification and advancement of expenses under certain circumstances. The description of the indemnification agreement is intended to provide a general description only and is qualified in its entirety by reference to the full text of New Enviri’s form of indemnification agreement, which is attached hereto as Exhibit 10.2 and incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the Spin-Off, New Enviri filed a certificate of amendment of its Certificate of Incorporation (the “Split Amendment”) with the Secretary of State of the State of Delaware on May 29, 2026, which became effective as of the time of filing. The Split Amendment increased the number of authorized shares of New Enviri Common Stock and effected a stock split of the then-outstanding shares of New Enviri Common Stock.
On May 29, 2026, after filing the Split Amendment, New Enviri filed an amended and restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware, which became effective as of the time of filing. New Enviri also amended and restated its Bylaws (the “Amended and Restated Bylaws”), effective as of May 29, 2026. A description of the material provisions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws can be found in the section entitled “Description of Our Capital Stock” in the Information Statement, which description is incorporated by reference herein.
Following the completion of the Spin-Off, New Enviri filed a certificate of amendment of the Amended and Restated Certificate of Incorporation (the “Name Change Amendment”) with the Secretary of State of the State of Delaware on June 1, 2026, which will become effective at 7:30 a.m., Eastern time, on June 2, 2026. Upon its effectiveness, the Name Change Amendment will change the name of New Enviri from “Enviri II Corporation” to “Enviri Corporation.”
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Split Amendment, the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws and the Name Change Amendment, respectively, which are attached hereto as Exhibit 3.1, Exhibit 3.2, Exhibit 3.3 and Exhibit 3.4, respectively, and are incorporated by reference herein.
| Item 5.05 | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com. The information on New Enviri’s website does not constitute part of this Current Report on Form 8-K and is not incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
On June 1, 2026, New Enviri issued a press release announcing the completion of the Spin-Off and the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information set forth in this Item 7.01, including Exhibit 99.1, is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Certificate of Amendment of the Certificate of Incorporation of Enviri II Corporation, dated as of May 29, 2026. | |
| 3.2 | Amended and Restated Certificate of Incorporation of Enviri II Corporation. | |
| 3.3 | Amended and Restated Bylaws of Enviri II Corporation. | |
| 3.4 | Certificate of Amendment of the Certificate of Incorporation of Enviri II Corporation, dated as of June 1, 2026. | |
| 10.1 | Transition Services Agreement, dated as of June 1, 2026, between CLEH, Inc. and Enviri II Corporation. | |
| 10.2 | Joinder Agreement, dated as of June 1, 2026, between Enviri II Corporation and Bank of America, N.A., as administrative agent and collateral agent. | |
| 10.3 | Form of Indemnification Agreement.† | |
| 99.1 | Press Release of Enviri II Corporation, dated June 1, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| † | Indicates a management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Enviri II Corporation | |||||
| Date: June 1, 2026 |
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By: | /s/ Samuel C. Fenice | |||
| Name: Samuel C. Fenice | ||||||
| Title: Vice President and Corporate Controller | ||||||
Exhibit 99.1
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FOR IMMEDIATE RELEASE
New Enviri Launches as Standalone Public Company; Sale of Clean Earth Completed
| • | New Enviri is a market-leading, global provider of environmental solutions for industrial waste streams and innovative equipment and technology for the rail sector |
| • | New Enviri is led by Russell Hochman as President and CEO |
| • | Enviri shareholders receiving one share of New Enviri common stock for every three shares of Enviri common stock and $15.00 per share in cash in connection with the closing of Clean Earth sale |
| • | “Regular Way” trading to begin for New Enviri on June 2, 2026 under the name “Enviri Corporation” and symbol “NVRI” |
PHILADELPHIA (June 1, 2026) — Enviri II Corporation (“New Enviri” or the “Company” NYSE: NVRI WI) today announced the completion of its spin-off as a standalone publicly traded company, immediately prior to the sale of Clean Earth to Veolia Environnement SA (“Veolia”). New Enviri is led by Russell Hochman, President and Chief Executive Officer.
New Enviri is a market-leading, global provider of environmental solutions for industrial waste streams and innovative equipment and technology for the rail sector. The Company has strong positions in attractive industrial and infrastructure markets, a healthy balance sheet, and a focused strategy to drive improved earnings and cash flow. It operates through its two segments, Harsco Environmental and Harsco Rail. Harsco Environmental is expected to benefit from a steel market recovery, selective growth investments, and continued actions to simplify the business, reduce costs and drive operational excellence. At Rail, the Company is executing a disciplined turnaround plan centered on operational improvement, right-sizing its cost structure, growing its core equipment and aftermarket businesses and de-risking its legacy ETO contracts.
“We are excited to have New Enviri begin this next chapter with a renewed focus on serving our customers and maximizing value for shareholders through disciplined execution and capital allocation,” said Russell Hochman, President and CEO of New Enviri. “There are exciting opportunities to enhance the earnings potential of Harsco Environmental and Harsco Rail as we implement various internal self-help initiatives and markets recover. I would also like to thank our employees and stakeholders for their ongoing support as we build a stronger company for the future.”
New Enviri Financial Highlights
| • | 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. |
| • | A conservative capital structure with Net Debt to Adjusted EBITDA of 2.0x, a revolving credit facility that was undrawn at closing, and a capital position to de-risk Rail’s major ETO contracts. |
| • | Significant earnings growth and cash flow potential through internal improvement initiatives and investments as well as a recovery in relevant end markets, which is expected to support future debt reduction. |
On June 2, 2026, New Enviri common stock will begin Regular Way trading on the New York Stock Exchange (“NYSE”) under the ticker “NVRI,” and it will be renamed “Enviri Corporation.”
Enviri previously announced its intent to separate its Harsco Environmental and Harsco Rail businesses, as New Enviri, into an independent, publicly traded company in connection with the sale of Clean Earth to Veolia on November 21, 2025. Enviri shareholders are receiving one share of New Enviri common stock for every three shares of Enviri common stock and $15.00 per share in cash in connection with the closing of the Clean Earth sale.
Advisors
BofA Securities and Jefferies LLC served as financial advisors, and Fried, Frank, Harris, Shriver & Jacobson LLP served as legal counsel to Enviri. Joele Frank, Wilkinson Brimmer Katcher served as strategic communications advisor.
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About Enviri
Enviri is a global market leader providing environmental and operational solutions to the metal and rail industries. Based in Philadelphia, Pennsylvania, and operating in more than 30 countries, the company leverages over 170 years of industrial expertise to help customers improve operational performance, recover value from byproducts, enhance sustainability, and maintain critical infrastructure. Enviri’s divisions, Harsco Environmental and Harsco Rail, combine deep operational capabilities with innovative technologies and global scale to deliver long-term value for customers, communities, and shareholders. Learn more at 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 could include, among other things, 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 growth, sales, cash flows, earnings and debt, including expected 2026 pro forma revenue and Adjusted EBITDA. Forward-looking statements can be identified by the use of such terms as “may,” “could,” “expect,” “anticipate,” “intend,” “believe,” “likely,” “estimate,” “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 inability to effectively implement its business strategy and improvement initiatives and realize the expected benefits therefrom; (2) the Company’s ability to successfully enter into new contracts ; (3) the Company’s inability to comply with applicable environmental and safety laws and regulations; (4) the Company’s inability to obtain, renew, or maintain compliance with its operating permits or license agreements; (5) various economic, business, and regulatory risks associated with the industries in which the Company operates; (6) the seasonal nature of the Company’s business; (7) risks caused by customer concentration, 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; (8) the outcome of any disputes with customers, contractors and subcontractors; (9) 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; (10) higher than expected claims under the Company’s insurance policies, or losses that are uninsurable or that exceed existing insurance coverage; (11) 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; (12) the Company’s ability to effectively retain key management and employees, including due to unanticipated changes to demand for the Company’s services, disruptions associated with labor disputes, and increased operating costs associated with union organizations; (13) the Company’s inability or failure to protect its intellectual property rights from infringement in one or more of the many countries in which the Company operates; (14) failure to effectively prevent, detect or recover from breaches in the Company’s cybersecurity infrastructure; (15) changes in the worldwide business environment in which the Company operates, including changes in general economic and industry conditions and cyclical slowdowns impacting the steel and aluminum industries; (16) fluctuations in exchange rates between the U.S. dollar and other currencies in which the Company conducts business; (17) unforeseen business disruptions in one or more of the many countries in which the Company operates due to changes in economic conditions, changes in governmental laws and regulations, including environmental, occupational health and safety, tax and import tariff standards and amounts; political instability, civil disobedience, armed hostilities,
public health issues or other calamities; (18) liability for and implementation of environmental remediation matters; (19) product liability and warranty claims associated with the Company’s operations; (20) the Company’s ability to comply with financial covenants and obligations to financial counterparties; (21) the Company’s outstanding indebtedness and exposure to derivative financial instruments that may be impacted by, among other factors, changes in interest rates; (22) tax liabilities and changes in tax laws; (23) changes in the performance of equity and bond markets that could affect, among other things, the valuation of the assets in the Company’s pension plans and the accounting for pension assets, liabilities and expenses; (24) risk and uncertainty associated with intangible assets; and the other risk factors listed from time to time in the Company’s SEC reports. A further discussion of these, along with other potential risk factors, can be found in the “Risk Factors” section of the Company’s Information Statement, dated May 8, 2026, included as an Exhibit to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on May 11, 2026, as updated by subsequent periodic and current reports filed by the Company with the Securities and Exchange Commission. The Company cautions that these factors may not be exhaustive and that many of these factors are beyond the Company’s ability to control or predict. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. The Company undertakes no duty to update forward-looking statements except as may be required by law.
NEW ENVIRI
RECONCILIATION OF PROFORMA PROJECTED ADJUSTED EBITDA BY SEGMENT USING MID-RANGE POINTS FOR EACH TO PROFORMA PROJECTED OPERATING INCOME (LOSS) BY SEGMENT (a)
(Unaudited)
| (Amounts in millions) |
Harsco Environmental |
Harsco Rail |
Corporate | Consolidated Totals |
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| Projected Twelve Months Ending December 31, 2026 |
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| Proforma operating income (loss) |
59 | (29 | ) | (30 | ) | 1 | ||||||||||
| Strategic costs |
— | — | 12 | 12 | ||||||||||||
| Employee termination and related costs |
— | 1 | — | 1 | ||||||||||||
| Stock-based compensation |
— | — | 4 | 4 | ||||||||||||
| Depreciation |
114 | 5 | 1 | 120 | ||||||||||||
| Amortization |
2 | 1 | — | 2 | ||||||||||||
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| Proforma adjusted EBITDA |
$ | 175 | $ | (23 | ) | $ | (12 | ) | $ | 141 | ||||||
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| Proforma revenues |
$ | 1,018 | $ | 227 | $ | 1,245 | ||||||||||
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| Adjusted EBITDA margin (%) |
17.2 | % | (9.9 | )% | 11.3 | % | ||||||||||
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| (a) | Proforma projections include current expectations for Harsco Environmental and Harsco Rail in 2026 and estimated full year Corporate costs, adjusted for stock-based compensation, assuming the sale of Clean Earth occurred during the second quarter of the year. |