BrightView Announces Pricing of Secondary Offering Anchored by T. Rowe Price Investment Management

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 17,500,000 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 May 23, 2024, subject to customary closing conditions.

KKR, Craig-Hallum, CJS Securities, Morgan Stanley, and Loop Capital Markets are acting as the active joint book-running managers for the offering. The underwriters intend to distribute the shares sold in the offering to a group of institutional investors led by T. Rowe Price Investment Management Inc.

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 [email protected]; Craig-Hallum, 222 South Ninth Street, Suite 350, Minneapolis, Minnesota 55402, Attn: Equity Capital Markets, by telephone at (612) 334-6300 or by e-mail at [email protected]; CJS Securities, Attention: Prospectus Department, 50 Main Street, #325, White Plains, New York 10606, or by email at [email protected]; 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 [email protected]. You may also obtain these and the other documents referred to above for free by visiting the SEC’s website at www.sec.gov.

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, 2023, 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.