BrightView Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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 Earliest Event reported):
June 6, 2025 (
(Exact name of registrant as specified in its charter)
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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).
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 4, 2025, BrightView Holdings, Inc. entered into an Underwriting Agreement by and among the Company, KKR BrightView Aggregator L.P. (the “Selling Stockholder”), and KKR Capital Markets LLC, Craig-Hallum Capital Group LLC, BTIG, LLC, Morgan Stanley & Co. LLC and Loop Capital Markets LLC as Representatives of the several underwriters named in Schedule I(A) thereto (the “Underwriters”), relating to an underwritten offering of 11,600,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-287768), filed on June 4, 2025. The offering was completed on June 6, 2025. Pursuant to the Underwriting Agreement, the Underwriters purchased the Shares at a price of $14.40 per share. The Company did not receive any proceeds from the offering.
The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed herewith:
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated as of June 4, 2025, by and among BrightView Holdings, Inc., the Selling Stockholder and the Underwriters | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| BRIGHTVIEW HOLDINGS, INC. | ||
| Date: June 6, 2025 | By: | /s/ Jonathan M. Gottsegen |
| Name: | Jonathan M. Gottsegen | |
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |