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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): June 12, 2026
BrightView Holdings, Inc.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-38579 |
|
46-4190788 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification
No.) |
980 Jolly Road
Blue Bell, Pennsylvania 19422
(484)
567-7204
(Address, including zip code, and telephone
number,
including area code, of registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common stock, $0.01 par value |
BV |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| 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. 11 to the Credit Agreement dated as of June 17, 2026
(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 to, among other things, extend the maturity date of the Company’s seven-year Term Loans through June 17, 2033.
The foregoing description of the Credit Agreement
Amendment does not purport to be complete and is subject to, and qualified in its 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 Agreement Amendment
On June 12, 2026, BrightView Funding LLC (the
“Receivables Facility Borrower”) and BrightView Landscapes, LLC, affiliates of the Company, entered into the Sixth Amendment
to the Receivables Financing Agreement (the “Receivables Facility Amendment”), which amends the Receivables Financing Agreement,
dated as of April 28, 2017, by and among the Receivables Facility Borrower, BrightView Landscapes, LLC, 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 and acknowledged by the Company as performance guarantor
(as amended, the “Receivables Financing Agreement”).
Under the terms of the Receivables Facility Amendment,
the Receivables Financing Agreement was amended (as so amended, the “Amended Receivables Financing Agreement”) to, among other
things, extend the Scheduled Termination Date (as defined in the Receivables Financing Agreement) to June 12, 2029.
The foregoing description of the Receivables Facility
Amendment and the Amended Receivables Financing Agreement do not purport to be complete and are qualified in their entirety by reference
to the full text of the Credit Agreement Amendment and the Amended Receivables Financing Agreement, which are filed as Exhibit 10.2
to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 is incorporated
by reference into this Item 2.03.
| Item 7.01. | Regulation FD Disclosure. |
On June 18, 2026, the Company issued a press
release describing the Credit Agreement Amendment and the Receivables Facility Amendment. The press release is furnished hereto as Exhibit 99.1.
This information is furnished pursuant to Item
7.01 of Form 8-K. The information in this Item 7.01 and in Exhibit 99.1 hereto shall not be treated as filed for purposes of
the Securities Exchange Act of 1934, as amended. The furnishing of the information in Item 7.01 is not intended to, and does not constitute
a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material information that
is not otherwise publicly available.
| Item 9.01. |
Financial Statements and Exhibits. |
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Amendment No. 11 to
Credit Agreement, including Annex A thereto, the Credit Agreement, dated as of June 17, 2026, by and among
BrightView Holdings, Inc., BrightView Landscapes, LLC, each of the other credit parties 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 |
|
Sixth Amendment to the
Receivables Financing Agreement, including Exhibit A thereto, a marked version of the Receivables Financing Agreement, dated
as of June 12, 2026, by and among BrightView Funding LLC, as borrower, BrightView Landscapes, LLC, as initial servicer,
and PNC Bank, National Association, as lender, letter of credit bank, letter of credit participant and administrative agent. |
| |
|
|
| 99.1 |
|
Press Release of BrightView
Holdings, Inc., dated June 18, 2026 |
| |
|
|
| 104.1 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| |
BrightView Holdings, Inc. |
| |
|
|
| Date: June 18, 2026 |
By: |
/s/ Jonathan M. Gottsegen |
| |
Name: |
Jonathan M. Gottsegen |
| |
Title: |
Executive Vice President, Chief Legal Officer and Corporate Secretary |
Exhibit
99.1
|
|
NEWS RELEASE For Immediate Release |
BrightView Announces Extension of Term Loan
and Receivables Financing Maturities
BLUE BELL, PA (June 18, 2026) -- BrightView
Holdings, Inc. (NYSE: BV) today announced that it has successfully extended the maturity of each of its senior secured term loans
from April 2029 to June 2033 and its receivables financing facility from June 2027 to June 2029.
“We are pleased to announce the extension of the maturity date
of our debt facilities, which reflects the continued confidence our lending partners have in our business and our financial position,”
said Brett Urban, BrightView Chief Financial Officer.
“Based on the continued execution of our One BrightView strategy
and ongoing progress towards the 2030 objectives highlighted at our February 2025 Investor Day, we saw considerable demand from investors.
We are grateful for the support of our lenders and look forward to continuing to build on this partnership as we advance our growth objectives.”
Urban added, “The maturity extensions strengthen our balance
sheet flexibility, provide additional runway to execute our strategic priorities, and ensures we remain well-positioned to pursue long-term
value creation for our stakeholders.”
About BrightView
BrightView (NYSE: BV), 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 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. Visit www.BrightView.com
and connect with us on X, Facebook, and LinkedIn.
Forward Looking Statements
This press release contains “forward-looking statements”
within the meaning of the safe harbor provision of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. All statements,
other than statements of historical facts included in this presentation, including statements concerning our plans, objectives, goals,
beliefs, business outlook, business trends, expectations regarding our industry, strategy, future events, future operations, future liquidity
and financial position, future revenues, projected costs, prospects, plans and objectives of management and other information, may be
forward-looking statements. 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,
2025, 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.
For More Information:
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
