SEC Company Response from BrightView Holdings, Inc. (BV) (CIK 0001734713) (BV) — Jun 25, 2018
BrightView Holdings, Inc. (BV) (CIK 0001734713)
Date: June 25, 2018 · CIK: 0001734713 · Accession: 0001193125-18-202445
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File numbers found in text: 333-225277
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CORRESP 1 filename1.htm Acceleration Request 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 VIA EDGAR June 25, 2018 Re: Acceleration Request for BrightView Holdings, Inc. Registration Statement on Form S-1 (File No. 333-225277) Securities and Exchange Commission Division of Corporation Finance Office of Transportation and Leisure 100 F Street, N.E. Washington, D.C. 20549 Attention: Anne Nguyen Parker Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, BrightView Holdings, Inc., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m., Washington, D.C. time, on June 27, 2018, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with you on that date. Please call me at (212) 455-2948 with any questions. 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. 401 Plymouth Road, Suite 500 Plymouth Meeting, Pennsylvania 19462 June 25, 2018 VIA EDGAR Re: BrightView Holdings, Inc. Registration Statement on Form S-1 File No. 333-225277 Securities and Exchange Commission Division of Corporation Finance Office of Transportation and Leisure 100 F Street, N.E. Washington, D.C. 20549 Attention: Anne Nguyen Parker Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, BrightView Holdings, Inc. hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Washington, D.C. time, on June 27, 2018, or as soon as practicable thereafter. If you require any additional information with respect to this letter, please contact Joseph H. Kaufman (212-455-2948) of Simpson Thacher & Bartlett LLP. [Signature Page Follows] Very truly yours, BRIGHTVIEW HOLDINGS, INC. By: /s/ Jonathan M. Gottsegen Name: Jonathan M. Gottsegen Title: Executive Vice President, Chief Legal Officer and Corporate Secretary [Signature Page to Company Acceleration Request] June 25, 2018 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4561 Re: BrightView Holdings, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-225277) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several underwriters of the Company’s proposed public offering of up to 24,495,000 shares of common stock, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m., Washington D.C. time, on June 27, 2018, or as soon thereafter as is practicable. Pursuant to Rule 460 of the Act, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus, dated June 18, 2018, through the date hereof: Preliminary Prospectus dated June 18, 2018: 2,236 copies to prospective underwriters, institutional investors, dealers and others. We, the undersigned, as representatives of the several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters and dealers that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [Remainder of Page Intentionally Left Blank] Very truly yours, GOLDMAN SACHS & CO. LLC J.P. MORGAN SECURITIES LLC As Representatives of the several Underwriters GOLDMAN SACHS & CO. LLC By: /s/ Olympia McNerney Name: Olympia McNerney Title: Managing Director J.P. MORGAN SECURITIES LLC By: /s/ Eugene Sohn Name: Eugene Sohn Title: Executive Director [Signature Page to Underwriter Acceleration Request]