BrightView Announces Pricing of Secondary Offering Anchored by T. Rowe Price Investment Management

Rhea-AI Summary

BrightView Holdings (NYSE: BV) announced the pricing of an underwritten secondary offering of 17,500,000 shares by a selling stockholder affiliated with KKR & Co. The offering will close on May 23, 2024, subject to customary conditions, with no shares sold by BrightView itself. The proceeds will go entirely to the selling stockholder. The shares will be distributed to institutional investors led by T. Rowe Price Investment Management. Underwriters include KKR, Craig-Hallum, CJS Securities, Morgan Stanley, and Loop Capital Markets. The registration statement for the securities has been filed and is effective with the SEC.

Positive

• T. Rowe Price Investment Management's involvement adds significant credibility.
• No dilution of existing BrightView shares, as the company isn't selling any shares.
• The full proceeds go to the selling stockholder, indicating confidence in the stock's valuation.

Negative

• Potential increased market supply of shares might depress BV stock price.
• Proceeds going to the selling stockholder provide no direct financial benefit to BrightView.
• Dependence on customary closing conditions could introduce uncertainty until finalization.

BLUE BELL, Pa.--(BUSINESS WIRE)-- BrightView Holdings, Inc. (NYSE: BV) (“BrightView”) today announced the pricing of an underwritten secondary offering by a selling stockholder affiliated with KKR & Co. Inc. (the “Selling Stockholder”) of 17,500,000 shares of common stock of BrightView pursuant to a registration statement filed by BrightView with the U.S. Securities and Exchange Commission (the “SEC”). No shares are being sold by BrightView. The Selling Stockholder will receive all of the proceeds from this offering. The offering is expected to close on May 23, 2024, subject to customary closing conditions.

KKR, Craig-Hallum, CJS Securities, Morgan Stanley, and Loop Capital Markets are acting as the active joint book-running managers for the offering. The underwriters intend to distribute the shares sold in the offering to a group of institutional investors led by T. Rowe Price Investment Management Inc.

A registration statement relating to these securities has been filed with the SEC and has become effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering of these securities will be made only by means of a prospectus supplement and accompanying prospectus. Copies of the preliminary prospectus and accompanying prospectus for the offering may be obtained from; KKR Capital Markets LLC, by telephone at (212) 750-8300 or by email to ECMCapitalMarkets@kkr.com; Craig-Hallum, 222 South Ninth Street, Suite 350, Minneapolis, Minnesota 55402, Attn: Equity Capital Markets, by telephone at (612) 334-6300 or by e-mail at prospectus@chlm.com; CJS Securities, Attention: Prospectus Department, 50 Main Street, #325, White Plains, New York 10606, or by email at info@cjs-securities.com; Morgan Stanley, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; or Loop Capital Markets, 435 South Financial Place, Suite 2700, Chicago, Illinois 60607, or by email at Compliance@loopcapital.com. You may also obtain these and the other documents referred to above for free by visiting the SEC’s website at www.sec.gov.

About BrightView
BrightView, the nation’s largest commercial landscaper, proudly designs, creates, and maintains the best landscapes on Earth and provides the most efficient and comprehensive snow and ice removal services. With a dependable service commitment, BrightView brings brilliant landscapes to life at premier properties across the United States, including business parks and corporate offices, homeowners' associations, healthcare facilities, educational institutions, retail centers, resorts and theme parks, municipalities, golf courses, and sports venues. BrightView also serves as the Official Field Consultant to Major League Baseball. Through industry-leading best practices and sustainable solutions, BrightView is invested in taking care of our team members, engaging our clients, inspiring our communities, and preserving our planet.

Forward Looking Statements
This press release includes certain disclosures which contain “forward-looking statements.” You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” and variations of such words or similar expressions. Forward-looking statements are based on BrightView’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements can be found under the caption “Risk Factors” in BrightView’s annual report on Form 10-K for the year ended September 30, 2023, as filed with the SEC, as such risk factors may be updated from time to time in its periodic filings with the SEC, which are accessible on the SEC’s website on www.sec.gov. Any forward-looking statement in this release speaks only as of the date of this release. BrightView undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240520155122/en/

Investors

Chris Stoczko, Vice President of Finance

IR@brightview.com

News Media

David Freireich, Vice President of Communications & Public Affairs

David.Freireich@brightview.com

Source: BrightView Landscapes

FAQ

What is the date for BrightView's secondary offering to close?

The offering is expected to close on May 23, 2024, subject to customary closing conditions.

How many shares are being sold in BrightView's secondary offering?

A total of 17,500,000 shares are being sold by a stockholder affiliated with KKR & Co.

Who will receive the proceeds from BrightView's secondary offering?

The selling stockholder affiliated with KKR & Co. will receive all of the proceeds.

Will BrightView be selling any shares in the secondary offering?

No shares are being sold by BrightView itself in this offering.

Who are the underwriters for BrightView's secondary offering?

Underwriters include KKR, Craig-Hallum, CJS Securities, Morgan Stanley, and Loop Capital Markets.

Which institutional investors are leading the distribution of BrightView's secondary offering?

T. Rowe Price Investment Management Inc. is leading the group of institutional investors.