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:
| 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). |
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.
The following exhibits have been filed as a part
of this Registration Statement and are specifically incorporated by reference:
EXHIBIT INDEX
| 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. |
BrightView (NYSE:BV)
Historical Stock Chart
From Oct 2024 to Oct 2024
BrightView (NYSE:BV)
Historical Stock Chart
From Oct 2023 to Oct 2024
