ADDED
Environmental Protection Agency FASB Financial Accounting Standards Board HE Harsco Environmental reportable business segment ISDA International Swaps and Derivatives Association MEPP Multiemployer pension plan Term Loan $500 million term loan raised in March 2021 under the Senior Secured Credit Facilities, maturing on March 10, 2028 Net Debt Total debt minus cash and cash equivalents (up to a maximum of $125 million) as defined in the Company's Credit Agreement Network Rail Infrastructure manager for most of the railway in the U.K.
On November 20, 2025, we entered into definitive agreements with Veolia Environnement S.A., a French soci t anonyme ( Veolia ), for the sale of our Clean Earth segment (the Clean Earth Business ), including (i) an Agreement and Plan of Merger, dated as of November 20, 2025 (the Merger Agreement ), by and among Enviri Corporation, CLEH, Inc., a direct wholly owned subsidiary of Enviri Corporation ( CLEH ), Enviri LLC, a direct wholly owned subsidiary of CLEH ( Enviri LLC ), Veolia and Liberty Merger Sub Inc.
and (ii) a Separation Agreement, dated as of November 20, 2025 (the Separation Agreement ), by and among Enviri Corporation, CLEH, Veolia and Enviri II Corporation, a direct wholly owned subsidiary of Enviri Corporation ( New Enviri ).
Pursuant to the terms of the Merger Agreement and the Separation Agreement, we will effect a series of reorganizational transactions, pursuant to which, among other things, New Enviri will come to hold our Harsco Environmental and Harsco Rail segments (the New Enviri Business ).
Prior to the closing of the sale of the Clean Earth Business to Veolia (the "Merger"), the New Enviri Business will be distributed through a distribution of all of the outstanding shares of common stock of New Enviri to our stockholders (the Separation ).
Following the completion of the transactions contemplated by the Separation Agreement and the Merger Agreement, including the Separation and the Merger, (i) Veolia will indirectly own the Clean Earth Business, (ii) New Enviri will be a standalone publicly traded company and indirectly own the New Enviri Business and (iii) the stockholders of the Company will own all of the common stock of New Enviri.
The Merger is subject to customary regulatory approvals and closing conditions and the Separation is subject to the satisfaction or waiver of certain conditions precedent.
There can be no assurance that the Separation or the Merger will be consummated.
See the Company s Current Report on Form 8-K filed on November 21, 2025 for a more detailed discussion of the definitive agreements and the transactions contemplated thereby, including the Separation and the Merger.
See Part I, Item 1A, Risk Factors Merger and Separation Risks for a discussion of the risks associated with the Separation and the Merger.
REMOVED
We have worked in recent years to both transform Enviri into an environmental solutions company and strengthen our financial results, and we have invested to achieve these objectives and to grow the Company.
These investments include targeted organic investments, as well as mergers and acquisitions, that have accelerated our business transformation.
The purchases of Clean Earth and ESOL, along with the sale of our energy-linked business in 2019, have been significant strategic steps for our Company.
These transactions have reduced the Company s portfolio complexity and business cyclicality.
In 2024, 88% of our revenues were generated from our two environmental segments.
The Company anticipates the sale of Rail in the future when the appropriate value can be realized.
The Company is responding to this need by helping our customers build better businesses and, in a larger sense, a better environment.
Our go-forward strategy is clear: to continue building a leading, global environmental solutions company.
During November 2021 through February 2024, the Company classified the results of Rail as discontinued operations.
Beginning with March 31, 2024, when the sale process of Rail was paused, the held-for-sale criteria was no longer met and the assets and liabilities under Rail were reclassified from held for sale to held and used in the Company's Consolidated Balance Sheets and the results of Rail were reclassified from discontinued operations to continuing operations in the Company's Consolidated Statement of Operations for all periods presented in Part II, Item 8.