8-K
filed August 28, 2023, 7:59 PM ET
ticker BV
CIK 0001734713
other material
confidence high
sentiment neutral
materiality 0.85
BrightView issues $500M Series A Convertible Preferred; proceeds to prepay debt, adds two board members
BrightView Holdings, Inc.
- Sold 500,000 shares of Series A Convertible Preferred Stock at $1,000/share to Birch Equity Holdings affiliates for $500M total.
- 90% of proceeds will prepay outstanding debt under Credit Agreement with JPMorgan within 15 days of closing.
- Series A Preferred carries 7.0% annual dividend, convertible into common at ~$9.44/share (initial conversion rate 105.9322 shares per preferred).
- Board expanded to 10; Joshua D. Goldman and Kurtis T. Barker appointed as investor designees, effective August 28, 2023.
- KKR stockholder waived consent rights under Stockholders Agreement and limit on board appointments.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kurtis T. Barker was appointed as Director at BrightView Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Joshua D. Goldman and Kurtis T. Barker, individuals designated by the Investors under the terms of the Investment Agreement, were appointed to the Board, effective immediately following the Issuance.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joshua D. Goldman was appointed as Director at BrightView Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Joshua D. Goldman and Kurtis T. Barker, individuals designated by the Investors under the terms of the Investment Agreement, were appointed to the Board, effective immediately following the Issuance.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BrightView Holdings, Inc.: Filed Certificate of Designations establishing Series A Preferred Stock (effective 2023-08-28).
- Change
- charter amendment
- Effective
- 2023-08-28
Exact text from the filing
On August 28, 2023, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designations establishing the powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions of the shares of Series A Preferred Stock.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
BrightView Holdings, Inc. entered into Investment Agreement with Birch Equity Holdings, LP and Birch-OR Equity Holdings, LLC valued at $500 million (effective 2023-08-28).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Birch Equity Holdings, LP and Birch-OR Equity Holdings, LLC
- Value
- $500 million
- Effective
- 2023-08-28
Exact text from the filing
On August 28, 2023 (the “Closing Date”), BrightView Holdings, Inc. (the “Company”) entered into an Investment Agreement (the “Investment Agreement”) with each of Birch Equity Holdings, LP, a Delaware limited partnership, and Birch-OR Equity Holdings, LLC, a Delaware limited liability company (together, the “Investors”), pursuant to which the Company issued and sold, in a private placement, an aggregate of 500,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $500 million
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.4
BrightView Holdings, Inc. shareholders approved Approval of the Issuance, Certificate of Designations, and issuance of Common Stock upon conversion of Series A Preferred Stock.
- Outcome
- passed
Exact text from the filing
the KKR Stockholder was the beneficial owner of 54.2% of our issued and outstanding Common Stock and acted by written consent in lieu of a special meeting of stockholders to approve the Transactions
View on SEC.gov
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