UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Credit Agreement Amendment
BrightView Holdings, Inc. (the “Company”), its wholly-owned subsidiary, BrightView Landscapes, LLC (the “Credit Agreement Borrower”), the other credit parties party thereto, the lenders or other financial institutions or entities party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (the “Agent”), entered into Amendment No. 7 to the Credit Agreement dated as of August 31, 2023 (the “Credit Agreement Amendment”), which amends the Credit Agreement, dated as of December 18, 2013, by and among the Company, the Credit Agreement Borrower and the lenders or other financial institutions or entities from time to time party thereto and the Agent (as previously amended, the “Existing Credit Agreement”). The Credit Agreement Amendment (i) amends the definition of “Permitted Holders” to include Birch Equity Holdings, LP, a Delaware limited partnership, Birch-OR Equity Holdings, LLC, a Delaware limited liability company and One Rock Capital Partners, LLC and (ii) provides for a 1.00% prepayment premium for voluntary prepayments made in connection with repricing transactions or amendments made where the primary purpose of which is to decrease the effective yield, and which shall be applicable until six months after entering into the Credit Agreement Amendment.
The Agent, certain of the lenders and certain of their respective affiliates, have provided, and in the future may provide, financial, banking and related services to the Company. These parties have received, and in the future may receive, compensation from the Company for these services. Additionally, KKR Capital Markets LLC (“KCM”), an affiliate of the Company’s majority shareholder, KKR BrightView Aggregator L.P. (the “KKR Stockholder”), provided services to the Company related to the Credit Agreement Amendment for which KCM is entitled to receive compensation from the Company and has provided financial, banking and related services to the Company in the past and may again in the future.
The foregoing description of the Credit Agreement Amendment does not purport to be complete and is subject to, and qualified in their entirety by, the full text of the Credit Agreement Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Receivables Financing Amendment
On August 31, 2023, BrightView Funding LLC (the “Receivables Financing Borrower”) and the Credit Agreement Borrower, subsidiaries of the Company, entered into the Fourth Amendment to the Receivables Financing Agreement (the “Receivables Financing Amendment”), which amends the Receivables Financing Agreement, dated as of April 28, 2017, by and among the Receivables Financing Borrower, the Credit Agreement Borrower, 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 Second Amendment, dated as of February 21, 2021 and the Third Amendment, dated June 22, 2022, the “Receivables Financing Agreement”).
The Receivables Financing Amendment, amends the definition of “Permitted Holders” to be defined as “Permitted Holders” under the Credit Agreement Amendment, as of the date of the closing of the Receivables Financing Amendment.
The agents, certain of the lenders and certain of their respective affiliates, have provided, and in the future may provide, financial, banking and related services to the Company. These parties have received, and in the future may receive, compensation from the Company for these services.
The foregoing descriptions of the Receivables Financing Amendment does not purport to be complete and is subject to, and qualified in their entirety by, the full text of the Receivables Financing Amendment filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
| Exhibit Number |
Description | |
| 10.1 | Credit Agreement Amendment, dated as of August 31, by and among BrightView Landscapes, LLC, the other credit parties party thereto, the lenders or other financial institutions or entities party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent | |
| 10.2 | Receivables Financing Amendment, dated as of August 31, by and among BrightView Landscapes, LLC, BrightView Funding LLC and PNC Bank, National Association | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: September 1, 2023 | By: | /s/ Jonathan M. Gottsegen |
| Name: | Jonathan M. Gottsegen | |
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |