{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-095521","form_type":"8-K","ticker":"BV","cik":"0001734713","company_name":"BrightView Holdings, Inc.","filed_at":"2023-08-28T23:59:59+00:00","discovered_at":"2026-05-14T18:03:35.040099+00:00","generated_at":"2026-06-11T02:55:44.740168+00:00","sec_items":["1.01","5.02","3.02","3.03","5.03","5.07","7.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"BrightView issues $500M Series A Convertible Preferred; proceeds to prepay debt, adds two board members","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-095521","json":"https://secwatch.observer/filing/0001104659-23-095521.json","markdown":"https://secwatch.observer/filing/0001104659-23-095521.md","text":"https://secwatch.observer/filing/0001104659-23-095521.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1734713/000110465923095521/0001104659-23-095521-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1734713/000110465923095521/tm2324699d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-11T02:55:44.740168+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"f9dcf1fbef","claim":"Kurtis T. Barker was appointed as Director at BrightView Holdings, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1734713/000110465923095521/0001104659-23-095521-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"fd3a23eb78","claim":"Joshua D. Goldman was appointed as Director at BrightView Holdings, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1734713/000110465923095521/0001104659-23-095521-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"0393f07c076778935d4f339d972d37de2be6c257","claim":"BrightView Holdings, Inc.: Filed Certificate of Designations establishing Series A Preferred Stock (effective 2023-08-28).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1734713/000110465923095521/0001104659-23-095521-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-08-28"}],"fact_type":"governance_change"},{"claim_id":"31f975863c48f8aa1136c23e5e8797a517f3ec2f","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1734713/000110465923095521/0001104659-23-095521-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Birch Equity Holdings, LP and Birch-OR Equity Holdings, LLC"},{"label":"Value","value":"$500 million"},{"label":"Effective","value":"2023-08-28"}],"fact_type":"material_agreement"},{"claim_id":"0ddff472d9012c5ea417fad447dbaea768a9e0c8","claim":"BrightView Holdings, Inc. shareholders approved Approval of the Issuance, Certificate of Designations, and issuance of Common Stock upon conversion of Series A Preferred Stock.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1734713/000110465923095521/0001104659-23-095521-index.htm","confidence":0.4,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}