SecProbe.io

April 30, 2018
Andrew V. Masterman
Chief Executive Officer
BrightView Holdings, Inc.
401 Plymouth Rd., Suite 500
Plymouth Meeting, PA 19462-1646
Re:BrightView Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted April 2, 2018
CIK Number 0001734713
Dear Mr. Masterman:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
DRS filed on
Market, Ranking and Other Industry Data, page ii
1.We note your disclosure that portions of the prospectus are based on information
attributed to IBISWorld.  If you commissioned any research or reports for use in the
Registration Statement, please file the consent of IBISWorld as an exhibit.  Refer to
Securities Act Rule 436.
Prospectus Summary, page 1
2.Please balance your presentation of "Adjusted EBITDA margin" of 12.5% with the most

 FirstName LastNameAndrew V. Masterman
 Comapany NameBrightView Holdings, Inc.
 June 16, 2017 Page 2
 FirstName LastNameAndrew V. Masterman
BrightView Holdings, Inc.
April 30, 2018
Page 2
directly comparable GAAP measure with equal or greater prominence in accordance with
Item 10(e)(1)(i)(A) of Regulation S-K.
3.Please revise this section and throughout your prospectus to provide further information
about the company's indebtedness.  When the offering amounts have been added, provide
information quantifying the amount of indebtedness you expect to retire and the expected
impact of the remaining debt and covenant compliance on the company following the
offering.
Differentiated Quality and Expertise of Employee Base, page 5
4.Please provide support for your statement that you have one of the longest tenured and
most experienced employee base[s] in the industry.
Demonstrated M&A Capabilities, page 6
5.Please balance this discussion by quantifying the integration costs to date and estimated to
complete the integration of these six acquisitions.
The Offering
Controlled Company, page 11
6.Please revise the summary disclosure to include the percentage of the company's voting
power that will be controlled by the Sponsors following the offering.
Use of Proceeds, page 42
7.You state you intend to use proceeds to repay certain indebtedness.  Please disclose the
interest rate and maturity date of the indebtedness to be repaid.  Refer to Instruction 4 to
Item 504 of Regulation S-K.
Selected Historical Consolidated Financial Data, page 48
8.We note your computation of free cash flow differs from the typical calculation (cash
flows from operating activities as presented in the statement of cash flows under GAAP,
less capital expenditures).  Refer to the Staff’s Compliance & Disclosure Interpretations
(“C&DIs”) on Non-GAAP Financial Measures, Question No. 102.07, updated on April 4,
2018.  Please revise the title of this non-GAAP measure so it is not confused with free
cash flow as typically calculated, or revise your computation.
9.We note your use of Free Cash Flow as a supplemental measure.  Please revise
your description of its usefulness to ensure that it does not imply that the measure
represents the residual cash flow available for discretionary purposes since it excludes
material mandatory expenditures such as accelerated debt principal payments.  Refer to
Question 102.07 of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures, updated April 4, 2018.

 FirstName LastNameAndrew V. Masterman
 Comapany NameBrightView Holdings, Inc.
 June 16, 2017 Page 3
 FirstName LastNameAndrew V. Masterman
BrightView Holdings, Inc.
April 30, 2018
Page 3
Trends and Other Factors Affecting Our Business
Acquisitions, page 56
10.You attribute certain reasons for changes in fiscal year 2016 results  of operations to
"disruption in our business caused by integration efforts following the ValleyCrest
Acquisition and other prior initiatives."  Please briefly describe the nature of the
disruption and discuss the extent to which that disruption is or is not representative of the
potential costs and challenges in integrating subsequent and future acquisitions.
Management's Discussion and Analysis of Financial Condiition and Results of Operations
Results of Operations, page 57
11.We note your disclosures regarding the factors for which fluctuations in income statement
line items are attributed; however, in addition to discussing the reasons for the change (or
lack thereof), you should also quantify the reasons for the change, particularly when more
than one factor is attributed to the change.  For example, you state that net service
revenues fluctuations are attributed to the fluctuations in maintenance and development
revenues, but at the segment level, you do not quantify all the reasons for the fluctuations
when you use terms such as "partially offset', or "in addition". Please revise to separately
quantify each significant factor contributing to the change for each of the line items
discussed within the results of operations section.
12.In light of the materiality of costs of services provided to your operations and their impact
on profitability, please expand your MD&A disclosure to specifically address the facts
and circumstances responsible for changes in the levels of costs of services during all
periods presented for both the consolidated and segment level.  Your revised discussion
should quantify and discuss the impact of each significant component of costs comprising
cost of sales that caused cost of sales to materially vary from period to period.  This
disclosure should be presented in a manner so as to allow investors to discern the relative
contribution of each of multiple components cited to the total change in cost of sales and
resultant operating profits. In addition, the impact of material variances in components of
cost of sales that offset each other should be separately disclosed, quantified, and
discussed (and not netted).
Critical Accounting Policies
Note 2.  Summary Of Significant Accounting Policies
Accounts Receivable, page F-9
13.We note that accounts receivable includes customer balances that will not be collected
until completion of the project or as otherwise specified in the contract.  We also note per
page 88 that contracts can vary in length from 2-3 months to up to 2-3 years.  Please tell
us whether there are any amounts included in this line item that are expected to be
collected after one year and your basis for their classification as a current asset.

 FirstName LastNameAndrew V. Masterman
 Comapany NameBrightView Holdings, Inc.
 June 16, 2017 Page 4
 FirstName LastNameAndrew V. Masterman
BrightView Holdings, Inc.
April 30, 2018
Page 4
Revenue Recognition, page F-11
14.We note that for Development Services, revenue is recognized using the percentage-of-
completion method, measured by the percentage of cost incurred to date to the estimated
total cost for each contract. The full amount of anticipated losses on contracts is recorded
as soon as such losses can be estimated. Changes in job performance, job conditions, and
estimated profitability, including final contract settlements, may result in revisions to costs
and revenue and are recognized in the period in which the revisions are determined. It is
unclear what, if any, impact such changes in cost or revenue estimates have had on your
results of operations within a period or across periods.  In this regard, if material, please
revise the notes to the your financial statements to quantify the impact of changes in
estimate on your results of operations for each period presented and provide an analysis of
the underlying reasons for the changes in estimates.  See guidance in ASC 250-10-50-4
and ASC 605-35-50-9.
Note 9.  Long-Term Debt, page F-17
15.Based on your dividend policy as described on page 40, we note that you do not intend to
pay dividends.  As indicated on page 29, your current indebtedness imposes restrictions on
your ability to pay dividends by the terms of the existing borrowings.  Please note that in
accordance with the requirements of Rule 4-08(e)(1) of Regulation S-X, the notes to the
financial statements should disclose the nature of any restrictions on the Company’s
ability to pay dividends. Please revise this note to clarify the nature and terms of any such
restrictions.
Note 18.  Segments, page F-30
16.We note that you report two segments, Maintenance Services and Development Services.
Please tell us whether you have aggregated operating segments into these reportable
segments, and if so, your consideration of ASC 280-10-50-11 with regard to similar
economic characteristics of the services aggregated.
17.We note that the CODM evaluates the performance of the company's reportable segments
based on Adjusted EBITDA, among other measures.  Please disclose all measures
reported to the CODM for purposes of making decisions about allocating resources and
assessing its performance in accordance with ASC 280-10-50-27.

 FirstName LastNameAndrew V. Masterman
 Comapany NameBrightView Holdings, Inc.
 June 16, 2017 Page 5
 FirstName LastName
Andrew V. Masterman
BrightView Holdings, Inc.
April 30, 2018
Page 5
            You may contact Effie Simpson at 202-551-3307 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Julia Griffith at 202-551-3267 or J. Nolan McWilliams at 202-551-3217 with any other
questions.
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