BV BrightView Holdings Inc

 

As filed with the Securities and Exchange Commission on March 7, 2024

 

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

Registration Statement

Under

The Securities Act of 1933

 

 

BrightView Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware	46-4190788
(State or other jurisdiction of incorporation or organization)   980 Jolly Road Blue Bell, Pennsylvania (Address of Principal Executive Offices)	(I.R.S. Employer Identification No.)   19422 (Zip Code)

 

BrightView Holdings, Inc. Amended and Restated 2018 Omnibus Incentive Plan

BrightView Holdings, Inc. 2018 Employee Stock Purchase Plan

(Full titles of the plans)

 

Jonathan M. Gottsegen, Esq.

Executive Vice President, Chief Legal Officer and Corporate Secretary

BrightView Holdings, Inc.

980 Jolly Road

Blue Bell, Pennsylvania 19422

(844) 235-7778

(Name, address and telephone number, including area code, of agent for service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨		Accelerated filer		x
Non-accelerated filer	¨		Smaller reporting company		¨
			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 7(a)(2)(B) of the Securities Act. ¨

 

 

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

 

This Registration Statement on Form S-8 (the “Registration Statement”) of Brightview Holdings, Inc. (the “Registrant”) is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, to register (i) 6,000,000 additional shares of the Registrant’s common stock, $0.01 par value per share (the “Common Stock”), under the BrightView Holdings, Inc. Amended and Restated 2018 Omnibus Incentive Plan, as amended, and (ii) 1,000,000 additional shares of Common Stock under the BrightView Holdings, Inc. 2018 Employee Stock Purchase Plan, as amended. This Registration Statement hereby incorporates the contents of the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on March 12, 2020 (Registration No. 333-237116) and June 28, 2018 (Registration No. 333-225972).

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

 

By this reference, the following documents filed or to be filed by the Registrant with the Commission are incorporated into and made a part of this Registration Statement:

 

1.

The Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as filed with the Commission on November 16, 2023.

 

2.

The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2023 from its Definitive Proxy Statement on Schedule 14A, as filed with the Commission on January 18, 2024.

 

3.

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, as filed with the Commission on January 31, 2024.

 

4.

The Registrant’s Current Reports on Form 8-K, filed with the Commission on October 2, 2023, January 18, 2024, February 23, 2024, March 1, 2024 and March 5, 2024 (in each of the foregoing cases, other than portions of that document deemed to be furnished and not filed).

 

5.

The description of the Common Stock contained in Exhibit 4.6 to its Annual Report on Form 10-K for the fiscal year ended September 30, 2023, filed with the Commission on November 16, 2023.

 

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all shares of Common Stock offered hereby have been sold or which deregisters any shares of such Common Stock then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Notwithstanding the above, information that is “furnished” to the Commission shall not be deemed “filed with” the Commission and shall not be deemed incorporated by reference into this Registration Statement.

 

Item 8.

Exhibits.

 

The following exhibits have been filed as a part of this Registration Statement and are specifically incorporated by reference:

 

EXHIBIT INDEX

 

Exhibit No.		Description of Exhibits
4.1		Third Amended and Restated Certificate of Incorporation of BrightView Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated July 2, 2018).
4.2		Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of BrightView Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated March 7, 2023).
4.3		Certificate of Designations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated August 28, 2023).
4.4		Amended and Restated Bylaws of BrightView Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated July 2, 2018).

 

 

4.5		Stockholders Agreement, dated as of June 27, 2018, among BrightView Holdings, Inc. and the stockholders party thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated July 2, 2018).
4.6		KKR Waiver of Rights Letter, dated as of August 28, 2023, delivered by KKR BrightView Aggregator L.P. (incorporated by reference to the Registrant’s Current Report on Form 8-K dated August 28, 2023).
4.7		Second Amended and Restated Limited Partnership Agreement of BrightView Parent, L.P., dated June 30, 2014, by and among BrightView GP I, LLC and the other parties party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1/A dated June 11, 2018).
4.8		Amendment No. 1 to the Second Amended and Restated Limited Partnership Agreement of BrightView Parent, L.P., dated July 5, 2016, by BrightView GP I, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1/A dated June 11, 2018).
4.9		Amendment No. 2 to the Second Amended and Restated Limited Partnership Agreement of BrightView Parent L.P., dated as of June 27, 2018, by and among BrightView GP I, LLC and BrightView Holdings, Inc. (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated July 2, 2018).
4.10		Description of Registrant’s Securities (incorporated by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K dated November 16, 2023).
5.1ǂ		Opinion of Troutman Pepper Hamilton Sanders LLP.
23.1ǂ		Consent of Deloitte & Touche LLP, independent registered certified public accounting firm.
23.2ǂ		Consent of Troutman Pepper Hamilton Sanders LLP (included as part of Exhibit 5.1 to the Registration Statement).
24.1ǂ		Powers of Attorney (included in the signature page hereto).
99.1		Brightview Holdings, Inc. Amended and Restated 2018 Omnibus Incentive Plan, as amended (incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A dated January 18, 2024).
99.2		Brightview Holdings, Inc. 2018 Employee Stock Purchase Plan, as amended (incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A dated January 18, 2024).
107ǂ		Filing Fee Table.

 

^ǂ  Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Pennsylvania, on the date or dates indicated below.

 

	BRIGHTVIEW HOLDINGS, INC. (Registrant)
March 7, 2024	By:	/s/ Jonathan M. Gottsegen
	Jonathan M. Gottsegen
	Executive Vice President, Chief Legal Officer and Corporate Secretary

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints each of Brett Urban and Jonathan M. Gottsegen his or her true and lawful attorney-in-fact and agent with full powers of substitution and resubstitution, for the undersigned and in the name of the undersigned, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Dale A. Asplund		Chief Executive Officer, President and Director		March 7, 2024
Dale A. Asplund		(Principal Executive Officer)
/s/ Brett Urban		Executive Vice President and Chief Financial Officer		March 7, 2024
Brett Urban		(Principal Financial Officer)
/s/ Brian Jackson		Chief Accounting Officer		March 7, 2024
Brian Jackson		(Principal Accounting Officer)
/s/ Paul E. Raether		Chairman of Board of Directors		March 7, 2024
Paul E. Raether
/s/ James R. Abrahamson		Director		March 7, 2024
James R. Abrahamson
/s/ Kurtis Barker		Director		March 7, 2024
Kurtis Barker
/s/ Jane Okun Bomba		Director		March 7, 2024
Jane Okun Bomba
/s/ William Cornog		Director		March 7, 2024
William Cornog
/s/ Joshua Goldman		Director		March 7, 2024
Joshua Goldman
/s/ Frank Lopez		Director		March 7, 2024
Frank Lopez
/s/ Richard W. Roedel		Director		March 7, 2024
Richard W. Roedel
/s/ Mara Swan		Director		March 7, 2024
Mara Swan

 

 

 

Exhibit 5.1

 

Troutman Pepper Hamilton Sanders LLP  Troutman Pepper Building, 1001 Haxall Point  Richmond, Virginia 23219

 

troutman.com

 

 

March 7, 2024

 

The Board of Directors

BrightView Holdings, Inc.

980 Jolly Road

Blue Bell, Pennsylvania 19422

 

Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to BrightView Holdings, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of the above-referenced Registration Statement (the “Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), whereby 6,000,000 shares (the “Omnibus Shares”) of common stock, $0.01 par value per share (“Common Stock”), of the Company are registered to be issued in accordance with the BrightView Holdings, Inc. Amended and Restated 2018 Omnibus Incentive Plan, as amended (the “A&R Omnibus Incentive Plan”), and 1,000,000 shares (the “ESPP Shares” and, together with the Omnibus Shares, the “Shares”) of the Common Stock of the Company are registered to be issued in accordance with the BrightView Holdings, Inc. 2018 Employee Stock Purchase Plan (the “ESPP” and, together with the A&R Omnibus Incentive Plan, the “Plans”).

 

This opinion is being furnished in accordance with the requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

 

We have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, and other instruments, certificates, orders, opinions, correspondence with public officials, certificates provided by the Company’s officers and representatives, and other documents as we have deemed necessary or advisable for the purposes of rendering the opinion set forth herein, including (i) the corporate and organizational documents of the Company, including the Third Amended and Restated Certificate of Incorporation, as amended to date (the “Certificate”), and the Amended and Restated Bylaws, as amended to date, (ii) the resolutions (the “Resolutions”) of the Board with respect to the registration of the Shares, (iii) the Plans, and (iv) the Registration Statement and exhibits thereto.

 

For purposes of the opinion expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of signatures, including electronic signatures, not witnessed by us, (v) the due authorization, execution and delivery of all documents by all parties, other than the Company, and the validity, binding effect and enforceability thereof and (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

 

Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Shares have been duly authorized for issuance, and when issued, delivered and paid for in accordance with the Plans (assuming that, upon any issuance of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Certificate), the Shares will be legally issued, fully paid and non-assessable.

 

We express no opinion as to the effect of the laws of any state or jurisdiction other than the laws of the State of Delaware or as to the securities or blue sky laws of any state (including, without limitation, Delaware), municipal law or the laws of any local agencies within any state (including, without limitation, Delaware). This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

 

 

March 7, 2024 Page 2

 

 

Our opinion is as of the date hereof, and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention, and we disavow any undertaking to advise you of any changes in law.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with such agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the securities addressed herein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.

 

	Very truly yours,
	/s/ Troutman Pepper Hamilton Sanders LLP
	Troutman Pepper Hamilton Sanders LLP

 

 

 

Exhibit 23.1

 

Deloitte & Touche LLP 1700 Market Street Philadelphia, PA 19103 USA www.deloitte.com

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated November 16, 2023, relating to the financial statements of BrightView Holdings, Inc. and the effectiveness of BrightView Holdings, Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of BrightView Holdings, Inc. for the year ended September 30, 2023.

 

/s/ Deloitte & Touche LLP

March 7, 2024

 

 

 

Exhibit 107

 

CALCULATION OF FILING FEE TABLE

 

Form S-8

(Form Type)

 

BrightView Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered (1)(2)	Proposed Maximum Offering Price Per Unit (3)	Maximum Aggregate Offering Price (3)	Fee Rate	Amount of Registration Fee (3)
Newly Registered Securities
Fees to Be Paid	Equity	Common Stock, $0.01 par value per share	Rule 457(c) and Rule 457(h)	6,000,000	$8.73	$52,380,000	0.0001476	$7,731.29
Fees to Be Paid	Equity	Common Stock, $0.01 par value per share	Rule 457(c) and Rule 457(h)	1,000,000	$8.73	$8,730,000	0.0001476	$1,288.55
Total Offering Amounts						$61,110,000
Total Fee Offsets								$0
Net Fee Due								$9,019.84

 

(1)

This Registration Statement also covers an indeterminate number of shares of BrightView Holdings, Inc. (the “Registrant”) common stock, 0.01 par value per share (“Common Stock”), which may be issuable pursuant to the BrightView Holdings, Inc. Amended and Restated 2018 Omnibus Incentive Plan (the “A&R Omnibus Incentive Plan”) and the BrightView Holdings, Inc. 2018 Employee Stock Purchase Plan (the “ESPP”) as a result of stock splits, reverse stock splits, stock dividends, combinations of shares, spin-offs, recapitalizations, mergers and other capital adjustments, in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).

 

(2)	Represents 6,000,000 shares of Common Stock issuable pursuant to the A&R Omnibus Incentive Plan and 1,000,000 shares of Common Stock issuable pursuant to the ESPP.

 

(3)

Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act, solely for the purpose of calculating the amount of the registration fee. The price shown is based upon the average of the high and low prices of the Registrant’s Common Stock, as reported on the New York Stock Exchange on March 1, 2024.

 

 

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