VeoliaDeal Evidence / independent capstone
Clean Earth

Clean Earth: what the price assumes

It is too early to judge results, so this is the record to measure integration against. Base flows are the seller’s own forecast.

What the money bought

Veolia paid at closing. With leases taken on, the bill is . Only a small part of that is plant and equipment.

Goodwill is , or of the price. That is a bet on future profit, and it is the preliminary allocation.

What the seller’s banker said

BofA gave Enviri’s board four value ranges. The price of sits above the top of three of the four. Only the discounted cash flow reaches it, using the seller’s forecast.

Veolia raised its bid by . Party A cut its bid by after due diligence.

What it has to be worth

On Veolia’s rate and the seller’s forecast, the business alone is worth more than the price. That result is fragile: of the value sits after 2030.

Below, you can change each assumption and watch this column respond.

One price, many multiples

Veolia published . That figure takes full synergies and a higher EBITDA. On last year’s EBITDA the price is .

On cash terms it is EBITDA less capex, and segment assets. Neither number is wrong. They answer different questions.

Veolia is now selling assets at . It buys Clean Earth at a similar multiple only if every synergy arrives: .

First signal at nine months

Veolia gives no Clean Earth figure. It says integration is in line with the plan and synergies start in 2027. So we read it indirectly, for the four months since closing.

Revenue looks close to the 2025 pace and below the seller’s 2026 pace. The margin of everything acquired matches the forecast, but that also includes Enviropacific and other deals.

The EBITDA jump is neither confirmed nor ruled out. The next test is 17 February 2027, after the defence.

Four months2025 paceSeller’s pace9M reading
Revenue, our estimate to
EBITDA margin, all acquired
EBITDA, all acquired
Hazardous Waste, with tuck-ins but without Clean Earth. Veolia 9M 2026 press release, p.8
The perimeter effect on revenue. Veolia 9M 2026 press release, p.9

Test the deal

NPV with synergies
NPV without
Synergies needed to break evenBelow 0% the deal pays without them.
2030 return less rate

At fixed rates: at 8.5% and at 10%. Without synergies these fall to and . Treat all of them as ranges.

NPV in $M. Rows: seller EBITDA delivered. Columns: synergies delivered.
0%25%50%75%100%125%
80%-432-29+374+777+1,180+1,582
90%+32+435+838+1,241+1,644+2,046
100%+496+899+1,302+1,705+2,107+2,510
110%+960+1,363+1,766+2,168+2,571+2,974

The seller’s banker against the price

Trading multiples to
EBITDA less capex to
Precedent deals to
Discounted cash flow to

Orange line: the price, .

$MFirst roundFinal
Veolia
Party A

What the price needs

Bars: revenue, $M. Line: adjusted EBITDA margin.

  • EBITDA growth in 2026, then a year to 2030.
  • History: a year since 2021, mostly margin, from to .
  • Margin of against at Clean Harbors.
  • Capex already up in 2025.
  • of synergies for of cost.

What closing did to the balance sheet

The price at closing. Amendment to URD 2025, p.46
Preliminary goodwill. Amendment to URD 2025, p.53
Net debt after closing. H1 2026 results slides, p.5
Disposals signed so far. Veolia 9M 2026 press release, p.2
Leases taken on with the business. Amendment to URD 2025, p.12

Return on the capital

The return passes the discount rate only with synergies. Group ROCE falls on a pro forma 2025, from to .