BrightView Holdings美股招股说明书(2025-06-04版)

Filed Pursuant to Rule 424(b)(7)Registration No. 333-28776810,000,000 SharesCommon Stock(1) See “Underwriting (Conflicts of Interest)” for additional information regardingunderwriting compensation.The underwriters expect to deliver the shares against payment in New York, NewYork on or about, 2025.KKRCraig-HallumBTIGMorgan Stanley Loop Capital MarketsProspectus Supplement dated, 2025. TABLE OF CONTENTSProspectus SupplementAbout This Prospectus SupplementMarket, Ranking and Other Industry DataTrademarks, Service Marks and TradenamesSpecial Note Regarding Forward-Looking StatementsCertain United States Federal Income Tax Consequences to Non-U.S. HoldersUnderwriting (Conflicts of Interest)Where You Can Find More InformationProspectusMARKET, RANKING AND OTHER INDUSTRY DATA PageS-iiiS-iiiS-ivBasis of PresentationS-ivNon-GAAP Financial MeasuresS-ivProspectus Supplement SummaryS-1Risk FactorsS-3S-8Use of ProceedsS-11Dividend PolicyS-12Selling StockholderS-13S-14S-17Legal MattersS-25ExpertsS-25S-25Incorporation by ReferenceS-26ABOUT THIS PROSPECTUSiiiii BRIGHTVIEW HOLDINGS, INC.1RISK FACTORS2SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS3USE OF PROCEEDS6SELLING STOCKHOLDERS7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF DEPOSITARY SHARES18DESCRIPTION OF DEBT SECURITIES19DESCRIPTION OF WARRANTS30DESCRIPTION OF SUBSCRIPTION RIGHTS31DESCRIPTION OF PURCHASE CONTRACTS32DESCRIPTION OF UNITS33PLAN OF DISTRIBUTION34LEGAL MATTERS38EXPERTS38WHERE YOU CAN FIND MORE INFORMATION38INCORPORATION BY REFERENCE39S-i You should rely only on the information contained, or incorporated by reference, in thisprospectus supplement and the accompanying prospectus or in any free writing prospectus thatwe authorize to be delivered to you. We, the selling stockholder and the underwriters have notauthorized anyone to provide any information or to make any representations other than thosecontained, or incorporated by reference, in this prospectus supplement and the accompanyingprospectus or in any free writing prospectus we have prepared. We, the selling stockholder andthe underwriters take no responsibility for, and can provide no assurance as to the reliability of,any other information that others may provide you. The selling stockholder and the underwritersare offering to sell, and seeking offers to buy, these securities only in jurisdictions where offersand sales are permitted. You should assume that the information contained, or incorporated byreference, in this prospectus supplement and the accompanying prospectus or any free writingprospectus prepared by us or on our behalf is accurate only as of their respective dates or on thedate or dates which are specified in such documents, and that any information in documents thatwe have incorporated by reference is accurate only as of the date of such document incorporatedby reference. Our business, financial condition, results of operations and prospects may havechanged since that date.For investors outside the United States: The selling stockholder and the underwriters areoffering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions whereoffers and sales are permitted. None of us, the selling stockholder or the underwriters has doneanything that would permit this offering or possession or distribution of this prospectussupplement and the accompanying prospectus in any jurisdiction where action for that purpose isrequired, other than in the United States. Persons outside the United States who come intopossession of this prospectus supplement and the accompanying prospectus must informthemselves about, and observe any restrictions relating to, the offering of the shares of commonstock and the distribution of this prospectus supplement and the accompanying prospectusoutside the United States. ABOUT THIS PROSPECTUS SUPPLEMENTThis document has two parts, a prospectus supplement and an accompanying prospectusdated June 4, 2025. This prospectus supplement and the accompanying prospectus are part of aregistration statement that we filed with the SEC as a “well-known seasoned issuer” as definedin Rule 405 under the Securities Act of 1933, as amended, or the Securities Act, utilizing theSEC’s “shelf” registration process. The prospectus supplement, which describes certainmatters relating to us and the specific terms of this offering of shares of our common stock,adds to and updates information contained in the accompanying prospectus and the documentsincorporated by reference herein. Generally, when we refer to this document, we are referringto both parts of this document combined. Both this prospectus supplement and theaccompanying prospectus include important information about us, our common stock andother information you should know before investing in our common stock. To the extent theinformation contained in this prospectus supplement differs or varies from the informationcontained in the accompanying prospectus, you should rely on the information contained inth