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BrightView Announces Pricing of Upsized Secondary Offering

1. BrightView announced a secondary offering of 11.6 million shares. 2. The offering's size increased from an initially proposed 10 million shares. 3. KKR is the selling stockholder and receives all proceeds. 4. BrightView is not selling shares and no proceeds are for the company. 5. The offering is scheduled to close on June 6, 2025.

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FAQ

Why Neutral?

Secondary offerings often indicate dilution; however, this offering involves a selling stockholder, not BrightView itself. Historical examples show price impacts can be mixed in similar scenarios.

How important is it?

The offering can alter shareholder dynamics and market perceptions without immediate impact on company fundamentals. The secondary offering shows market activity but does not reflect an operational change for BrightView.

Why Long Term?

The offering could affect supply and demand dynamics substantially over time, particularly if stockholder sentiment shifts. Previous cases reveal that stock prices tend to stabilize post-offering as investor sentiment adjusts.

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BLUE BELL, Pa.--(BUSINESS WIRE)--BrightView Holdings, Inc. (NYSE: BV) (“BrightView”) today announced the pricing of an underwritten secondary offering by a selling stockholder affiliated with KKR & Co. Inc. (the “Selling Stockholder”) of 11,600,000 shares of common stock of BrightView pursuant to a registration statement filed by BrightView with the U.S. Securities and Exchange Commission (the “SEC”). No shares are being sold by BrightView. The Selling Stockholder will receive all of the proceeds from this offering. The offering is expected to close on June 6, 2025, subject to customary closing conditions. The size of the offering reflects an increase from the 10,000,000 shares of common stock originally proposed to be sold. KKR Capital Markets, Craig-Hallum, BTIG, Morgan Stanley and Loop Capital Markets are acting as the active joint book-running managers for the offering. Baird, William Blair and CJS Securities are acting as the passive bookrunners for the offering. Oppenheimer & Co., MFR Securities, Inc., Penserra Securities LLC, American Veterans Group, PBC, Quoin Capital LLC, Telsey Advisory Group, Cabrera Capital Markets LLC, Bancroft Capital and Siebert Williams Shank are acting as the co-managers for the offering. A registration statement relating to these securities has been filed with the SEC and has become effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering of these securities will be made only by means of a prospectus supplement and accompanying prospectus. Copies of the preliminary prospectus and accompanying prospectus for the offering may be obtained from: KKR Capital Markets LLC, by telephone at (212) 750-8300 or by email to ECMCapitalMarkets@kkr.com; Craig-Hallum, 323 North Washington Avenue, Suite 300, Minneapolis, Minnesota 55401, Attn: Equity Capital Markets, by telephone at (612) 334-6300 or by e-mail at prospectus@chlm.com; BTIG, LLC, 350 Bush Street, 9th Floor, San Francisco, California 94104, Attn: Syndicate Department, by telephone at (415) 248-2200 or by email at prospectusdelivery@btig.com; Morgan Stanley, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; or Loop Capital Markets, 435 South Financial Place, Suite 2700, Chicago, Illinois 60607, or by email at Compliance@loopcapital.com. You may also obtain these and the other documents referred to above for free by visiting the SEC’s website at www.sec.gov. 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 the Official 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. Forward Looking Statements This press release includes certain disclosures which contain “forward-looking statements.” You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” and variations of such words or similar expressions. Forward-looking statements are based on BrightView’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. 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, 2024, 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.

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