UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 19, 2021
BrightView Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-38579 | | 46-4190788 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
980 Jolly Road
Blue Bell, Pennsylvania 19422
(484) 567-7204
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
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 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 19, 2021, BrightView Funding LLC and BrightView Landscapes, LLC, affiliates of BrightView Holdings, Inc. (the “Company”), entered into the Second Amendment to the Receivables Financing Agreement (the “Amendment Agreement”), which amends the Receivables Financing Agreement, dated as of April 28, 2017, by and among BrightView Funding LLC, as borrower, BrightView Landscapes, LLC, as initial servicer, PNC Bank, National Association, as administrative agent and letter of credit bank, PNC Capital Markets LLC, as structuring agent, and the persons from time to time party thereto as lenders and letter of credit participants (as amended by the First Amendment, dated as of February 21, 2019, the “Receivables Financing Agreement”).
Under the terms of the Amendment Agreement, the Receivables Financing Agreement was amended (as so amended, the “Amended Receivables Financing Agreement”) to, among other things: (i) increase the borrowing capacity thereunder from $200.0 million to an amount up to $250.0 million, including an increase in the LC Limit (as defined in the Amended Receivables Financing Agreement) from $50.0 million to $75.0 million and (ii) extend the Scheduled Termination Date (as defined in the Amended Receivables Financing Agreement) to three years from the effective date of the Amendment Agreement.
The foregoing description of the Amendment Agreement and the Amended Receivables Financing Agreement are qualified in their entirety by reference to the full text of the Amendment Agreement and the Amended Receivables Financing Agreement, which are filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit
Number | | Description |
| 10.1 | | Second Amendment to the Receivables Financing Agreement, including as Exhibit A thereto, a marked version of the Receivables Financing Agreement, dated as of February 19, 2021, by and among BrightView Funding LLC, as borrower, BrightView Landscapes LLC, as initial servicer and PNC Bank, National Association, as lender, letter of credit bank, letter of credit participant and administrative agent. |
| | | |
| 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 on its behalf by the undersigned thereunto duly authorized.
| | BrightView Holdings, Inc. |
| | | |
| Date: February 19, 2021 | By: | /s/ Jonathan M. Gottsegen |
| | Name: | Jonathan M. Gottsegen |
| | Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary |
