SEC Company Response from BrightView Holdings, Inc. (BV) (CIK 0001734713) (BV) — Jun 13, 2018
BrightView Holdings, Inc. (BV) (CIK 0001734713)
Date: June 13, 2018 · CIK: 0001734713 · Accession: 0001193125-18-191001
AI Filing Summary & Sentiment
File numbers found in text: 333-225277
Letter
SIMPSON THACHER & BARTLETT LLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
______
FACSIMILE (212) 455-2502
DIRECT DIAL NUMBER
(212) 455-2948
E-MAIL ADDRESS
JKAUFMAN@STBLAW.COM
June 13, 2018
VIA EDGAR
Re:
BrightView Holdings, Inc.
Registration Statement on Form S-1
File No. 333-225277
Anne Nguyen Parker, Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
Office of Transportation and Leisure
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
On behalf of BrightView Holdings, Inc. (the “Company”), we are submitting this letter and accompanying materials on a supplemental basis in order to facilitate the review by the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission of the above referenced Registration Statement on Form S-1, as amended (the “Registration Statement”).
We hereby advise the Staff that based on information currently available and current market conditions, the Company currently intends to offer 21.3 million of its shares of common stock to the public, utilizing a price range where the low end of the range will not be lower than $22.00 per share and where the high end of the range will not be higher than $25.00 per share. The anticipated price range and offering size remain subject to change. The Company expects to include a bona fide estimated price range, as required by Item 501(b) of Regulation S-K, in an amendment to the Registration Statement to be filed prior to the commencement of the roadshow.
To facilitate the Staff’s review, we supplementally submit as Exhibit A hereto a selection of changed pages to the Registration Statement reflecting the above-referenced estimated price range and the estimated offering size. The enclosed pages are marked to indicate changes from Amendment No. 1 to the Registration Statement, filed on June 11, 2018.
In addition, we also supplementally submit as Exhibit B hereto the legal opinion of Simpson Thacher & Bartlett LLP that will be included as Exhibit 5.1 in an amendment to the Registration Statement to be filed prior to the commencement of the roadshow.
Please do not hesitate to call me at (212) 455-2948 with any questions or comments regarding this filing.
Very truly yours,
/s/ Joseph H. Kaufman
Show Raw Text
CORRESP 1 filename1.htm CORRESP SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, N.Y. 10017-3954 (212) 455-2000 ______ FACSIMILE (212) 455-2502 DIRECT DIAL NUMBER (212) 455-2948 E-MAIL ADDRESS JKAUFMAN@STBLAW.COM June 13, 2018 VIA EDGAR Re: BrightView Holdings, Inc. Registration Statement on Form S-1 File No. 333-225277 Anne Nguyen Parker, Assistant Director Securities and Exchange Commission Division of Corporation Finance Office of Transportation and Leisure 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: On behalf of BrightView Holdings, Inc. (the “Company”), we are submitting this letter and accompanying materials on a supplemental basis in order to facilitate the review by the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission of the above referenced Registration Statement on Form S-1, as amended (the “Registration Statement”). We hereby advise the Staff that based on information currently available and current market conditions, the Company currently intends to offer 21.3 million of its shares of common stock to the public, utilizing a price range where the low end of the range will not be lower than $22.00 per share and where the high end of the range will not be higher than $25.00 per share. The anticipated price range and offering size remain subject to change. The Company expects to include a bona fide estimated price range, as required by Item 501(b) of Regulation S-K, in an amendment to the Registration Statement to be filed prior to the commencement of the roadshow. To facilitate the Staff’s review, we supplementally submit as Exhibit A hereto a selection of changed pages to the Registration Statement reflecting the above-referenced estimated price range and the estimated offering size. The enclosed pages are marked to indicate changes from Amendment No. 1 to the Registration Statement, filed on June 11, 2018. In addition, we also supplementally submit as Exhibit B hereto the legal opinion of Simpson Thacher & Bartlett LLP that will be included as Exhibit 5.1 in an amendment to the Registration Statement to be filed prior to the commencement of the roadshow. Please do not hesitate to call me at (212) 455-2948 with any questions or comments regarding this filing. Very truly yours, /s/ Joseph H. Kaufman Joseph H. Kaufman cc: Securities and Exchange Commission Effie Simpson Theresa Brillant Julia Griffith J. Nolan McWilliams BrightView Holdings, Inc. Andrew V. Masterman Jonathan M. Gottsegen Davis Polk & Wardwell LLP Byron B. Rooney Joseph A. Hall Exhibit A