Enviri Corporation · NYSE:NVRI
Enviri — Merger or Acquisition (November 2025)
16 slides from Enviri's merger presentation, Nov 21, 2025
Slide 1: Enviri Announces Sale of Clean Earth and Spin-Off of Harsco Environmental and Rail
Exhibit 99.2 ENVIRI ANNOUNCES SALE OF CLEAN EARTH FOR $3.04B AND SPIN-OFF OF HARSCO ENVIRONMENTAL AND RAIL TO SHAREHOLDERS Significant Step to Unlocking Sum-of-the-Parts Value November 21, 2025 © 2025 Enviri Corporation. All Rights Reserved. This document and the information set forth herein are the
Slide 2: Important Information: Forward-Looking Statements
IMPORTANT INFORMATION Forward-Looking Statements The nature of the Company's and New Enviri’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 s
Slide 3: Important Information (Continued)
IMPORTANT INFORMATION (CONTINUED) Additional Information and Where to Find It In connection with the proposed transaction, the Company and New Enviri will be filing documents with the SEC, including preliminary and definitive proxy statements of the Company relating to the proposed transaction and a
Slide 4: Today's Speakers
TODAY’S SPEAKERS Russell Hochman F. Nicholas Grasberger III Tom Vadaketh Chairman and CEO President and COO SVP and CFO Future CEO of New Enviri © 2025 Enviri Corporation. All Rights Reserved. This document and the information set forth herein are the property of Enviri Corporation. 4
Slide 5: Enviri Announces Sale of Clean Earth and Spin-Off of Harsco Environmental and Rail
ENVIRI ANNOUNCES SALE OF CLEAN EARTH AND SPIN-OFF OF HARSCO ENVIRONMENTAL AND RAIL TO SHAREHOLDERS SIGNIFICANT STEP TO UNLOCKING SUM-OF-THE-PARTS VALUE THROUGH AN INTEGRATED AND TAX-EFFICIENT TRANSACTION SPIN-OFF OF HARSCO ENVIRONMENTAL SALE OF AND RAIL (“NEW ENVIRI”) CLEAN EARTH 1 •• Sale to Veolia
Slide 6: Transaction Summary
TRANSACTION SUMMARY $14.50 – $16.50 in cash per Enviri share (final amount to be set prior to closing) Consideration and Distribution to Enviri Shareholders Anticipate ~28 million shares outstanding at close $3.04B enterprise value; no financing condition Clean Earth 18.6x Clean Earth LTM 9/30 Deal-
Slide 7: Overview of New Enviri
OVERVIEW OF NEW ENVIRI COMPANY OVERVIEW FINANCIAL OVERVIEW New Enviri consists of Harsco Environmental and 2025E REVENUE 1 ~$1.3B Harsco Rail segments HARSCO ENVIRONMENTAL ADJUSTED EBITDA MARGIN 1,2 Leading global provider of on-site mill services for the steel ~11% industry with presence in 120 sit
Slide 8: New Enviri Re-Capitalized and Positioned to Deliver on Embedded Upside
NEW ENVIRI RE-CAPITALIZED AND POSITIONED TO DELIVER ON EMBEDDED UPSIDE IN BOTH BUSINESSES NET LEVERAGE RATIO 1 ~2.0x • Significantly strengthened balance sheet and capital structure enhances financial and strategic flexibility TERM LOAN • Improving cash flow and significant ~$375M debt reduction pos
Slide 9: Harsco Environmental Is Positioned to Drive Value Creation
HARSCO ENVIRONMENTAL IS POSITIONED TO DRIVE VALUE CREATION INVESTMENT HIGHLIGHTS FINANCIAL OVERVIEW • Significant operating leverage as steel production levels recover 2025E REVENUE 1 ~$1B and as newly won sites reach run-rate profitability • Meaningful margin growth potential ADJUSTED EBITDA MARGIN
Slide 10: Harsco Rail at Strategic Inflection Point
HARSCO RAIL AT STRATEGIC INFLECTION POINT INVESTMENT HIGHLIGHTS FINANCIAL OVERVIEW • Phasing out loss-making Engineered-to-Order (ETO) contracts 2025E REVENUE 1 ~$265M • In-flight restructuring with focus on execution and profitability • ADJUSTED EBITDA MARGIN 1,2 Growth and value driver linked to m
Slide 11: Rail ETO Contract Summary
RAIL ETO CONTRACT SUMMARY SITUATION UPDATE • Harsco Rail has large European engineered-to-order (ETO) rail contracts with Swiss Federal Railways (SBB), Deutsche Bahn (DB) and Network Rail (NWR) that have faced profitability and cash flow challenges impacting the Rail segment’s overall earnings and c
Slide 12: Value-Maximizing Transaction Resulting from a Competitive Process
VALUE-MAXIMIZING TRANSACTION RESULTING FROM A COMPETITIVE PROCESS Significant step to unlocking sum-of-the parts value in Enviri via tax efficient transaction Clean Earth purchase price maximizes shareholder value and represents a valuation of 18.6x LTM 9/30 Deal-Adjusted EBITDA Enviri shareholders
Slide 13: Appendix
APPENDIX © 2025 Enviri Corporation. All Rights Reserved. This document and the information set forth herein are the property of Enviri Corporation. Any disclosure or copying of this document and its contents without the prior written approval of Enviri Corporation is prohibited. All Rights Reserved.
Slide 14: Preliminary Estimate of Cash per Share from Clean Earth Sale to Shareholders
PRELIMINARY ESTIMATE OF CASH PER SHARE FROM CLEAN EARTH SALE TO SHAREHOLDERS ($, millions) LOW HIGH Purchase Price / Enterprise Value $3,040 $3,040 Less: Debt & Debt-Like Obligations (65) (65) Cash Purchase Price / Equity Value $2,975 $2,975 Less: Cash for Debt Repayment (1,350) (1,350) Less: Transa
Slide 15: Reconciliation of Non-GAAP Measures
RECONCILIATION OF NON-GAAP MEASURES NEW ENVIRI RECONCILIATION OF PROFORMA ADJUSTED EBITDA BY SEGMENT TO PROFORMA OPERATING INCOME (LOSS) BY SEGMENT (Unaudited) Harsco Harsco Consolidated (a) (In millions) Environmental Rail Corporate Totals NEW ENVIRI PROFORMA TWELVE MONTHS ENDED DECEMBER 31, 2025:
Slide 16: Thank You
THANK YOU © 2025 Enviri Corporation. All Rights Reserved. This document and the information set forth herein are the property of Enviri Corporation. Any disclosure or copying of this document and its contents without the prior written approval of Enviri Corporation is prohibited. All Rights Reserved