January 29, 2025

Brett Urban
Chief Financial Officer
BrightView Holdings, Inc.
980 Jolly Road
Blue Bell, PA 19422

       Re: BrightView Holdings, Inc.
           Form 10-K for the Fiscal Year Ended September 30, 2024
           Form 8-K dated November 13, 2024
           File No. 001-38579
Dear Brett Urban:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended September 30, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Non-GAAP Financial Measures, page 42

1.     Refer to your presentation of "Free Cash Flow" throughout the filing.
Since free cash
       flow is typically calculated as cash flows from operating activities as
presented in the
       statement of cash flows under GAAP, less capital expenditures, and your
calculation
       includes an additional adjustment, please revise your computation
accordingly or
       revise the title of this measure to be "adjusted free cash flow". Refer
to Question
       102.07 of the Non-GAAP Financial Measures Compliance & Disclosure
       Interpretations. Please also apply this comment to your earnings release
presentation
       on future Form 8-K.
 January 29, 2025
Page 2
2.     We see that adjusted EBITDA and adjusted net income include a non-GAAP
       adjustment for "Business transformation and integration costs" of $44
million, which
       is comprised primarily of severance and related costs of $16.6 million
and IT
       infrastructure, transformation, and other of $28 million. With a view
towards
       understanding how the non-GAAP adjustment complies with Question 100.01
of the
       Non-GAAP Financial Measures Compliance & Disclosure Interpretations,
please
       respond to the following comments:

             Further elaborate on the nature and composition of the severance
and related
           costs, including why you believe that the One Brightview initiative
and CEO
           transition are not normal, recurring, cash operating expenses
necessary to operate
           your business.
             Please describe in detail, the nature and composition of the
transformation and
           integration activities. If it includes multiple items, provide us
with a quantitative
           breakdown of each category of costs for each period presented. As
part of your
           response, explain your consideration of whether these transformation
and
           integration costs represent normal, recurring, cash operating
expenses necessary
           to operate your business.
Consolidated Financial Statements for the fiscal year ended September 30, 2024
15. Segments, page F-29

3.     Revise future filings to reconcile the total of the reportable segments'
measures of
       profit or loss to your consolidated income before income taxes and
discontinued
       operations, in accordance with ASC 280-10-50-30(b).
Form 8-K dated November 13, 2024
Exhibit 99.1
Fiscal 2024 Results - Total BrightView, Total BrightView - Operating
Highlights, page 2

4.     We see that you discuss changes in adjusted EBITDA for Total BrightView
without
       discussing the reasons for the changes in the related GAAP measure for
the period. In
       future filings, please revise to include a similar discussion and
analysis of the
       comparable GAAP measure in a location with equal or greater prominence.
Reference
       Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the
Non-GAAP
       Financial Measures Compliance & Disclosure Interpretations.
 January 29, 2025
Page 3

        In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

       Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at
202-551-4391 with
any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Industrial
Applications and
                                                          Services