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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

AI Filing Summary & Sentiment

File numbers found in text: 333-225277

Date
June 25, 2018
Author
GOLDMAN SACHS & CO. LLC
Form
CORRESP
Company
BrightView Holdings, Inc. (BV) (CIK 0001734713)

Letter

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

Show Raw Text
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]