UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date Earliest Event reported):
July 6, 2018
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.) |
401 Plymouth Road
Suite 500
Plymouth Meeting, Pennsylvania 19462-1646
(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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e- 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 Rule12b-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 8.01 | Other Events. |
In connection with its previously disclosed initial public offering of common stock, on July 6, 2018, BrightView Holdings, Inc. (the “Company”) issued and sold an additional 3,195,000 shares of its common stock for cash consideration of $22.00 per share ($20.68 per share, net of underwriting discounts), representing the exercise in full of the underwriters’ option to purchase additional shares. In the aggregate, the Company issued and sold 24,495,000 shares in its initial public offering, resulting in approximately $501.2 million in net proceeds. The net proceeds from the issuance and sale of the additional 3,195,000 shares were used to further repay borrowings outstanding under the Company’s first lien credit agreement.
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: July 6, 2018 | By: | /s/ Jonathan M. Gottsegen | ||||
| Name: | Jonathan M. Gottsegen | |||||
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |||||
