SecProbe.io

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 March 27, 2025

Brett Urban
Chief Financial Officer
BrightView Holdings, Inc.
980 Jolly Road
Blue Bell, PA 19422

 Re: BrightView Holdings, Inc.
 Form 10-K for Fiscal Year Ended September 30, 2024
 File No. 001-38579
Dear Brett Urban:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 BrightView Holdings, Inc.

 980 Jolly Road

 Blue Bell, Pennsylvania 19422

 March 14, 2025

 VIA EDGAR

 Kristin Lochhead, Li Xiao

 Division of Corporation Finance

 Office of Industrial Applications and Services

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Re: BrightView Holdings, Inc.

 Form 10-K for the Fiscal Year Ended
September 30, 2024

 Form 10-Q for Fiscal Quarter Ended December
31, 2024

 File No. 001-38579

 Dear Ms. Lochhead and Ms. Xiao,

 We are responding to the comments received from the staff (the "Staff")
of the Securities and Exchange Commission (the "Commission") by letter dated March 3, 2025 (the "Comment Letter")
in connection with the Annual Report on Form 10-K of BrightView Holdings, Inc. (the "Company" or "we" or "us"
or "our") for the fiscal year ended September 30, 2024, filed on November 13, 2024 (the "2024 Form 10-K") and
the Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2024, filed on February 5, 2025 (the "Q1 Form 10-Q").

 For your convenience, the numbered responses and related captions contained
below in bold-type correspond to the numbered paragraphs and related captions in the Comment Letter. The comments are followed by the
Company's response thereto.

 Form 10-K for Fiscal Year Ended September 30, 2024

 Item 7. Management's Discussion and Analysis of Financial Condition
and Results of

 Operations, page 34

 1. To the extent that the One Brightview Initiative is
reasonably likely to have a material effect on financial condition or operating performance, revise to include additional disclosures
within future filings about the One Brightview Initiative and its expected impact on operating results and future trends. Refer to Item
303(b)(2)(ii) of Regulation S-K and the instructions thereto, and sections III.A and B.3 of Release 33-8350.

 Response

 The Company acknowledges the Staff's comment and will revise
future filings to include additional disclosures about the One BrightView initiative to the extent that such initiative is reasonably
likely to have a material effect on the Company's financial condition or operating performance.

 Non-GAAP Financial Measures, page 42

 2. Reference your response to prior comment 2. Please
tell us more about the One Brightview Initiative, including describing the overall "transformational" changes and how long
the initiative will continue. For example, explain in more detail the nature of the transformation costs incurred to centralize business
support functions, create the new procurement strategy, and describe what pilot programs were created.

 Response

 The Company acknowledges the Staff's comments and notes that
the implementation of the One BrightView initiative is expected to conclude by the fourth quarter of fiscal year 2025. The One BrightView
initiative represents a cultural change and encapsulates the Company's effort to refocus our core service lines and position ourselves
for long-term profitable growth by streamlining our operating structure, leveraging our size and scale, and becoming the employer of choice.
In the first half of fiscal year 2024, the Company streamlined our operating structure by eliminating divisional leadership and multiple
layers of management at the regional level and below, and combining service lines within local markets to operate more cohesively, and
aligned our incentive plan accordingly. In the second half of fiscal year 2024, the Company began the centralization of key support functions
including accounting and finance, estimating, and procurement. Material adjustments to EBITDA associated with these programs are not expected
beyond the first quarter of fiscal year 2025. Preliminary results from these actions have shown improved customer and employee retention
and contributed to improved margins.

 As part of the initiative, the Company incurred $5.8 million of costs
associated with one-time transformational activities including the centralization of business support functions, creation of the Company's
new procurement strategy, and various pilot programs.

 In connection with the centralization of business support functions,
the Company incurred one-time third-party professional expenses to design and implement our new centralized accounting team structure.
This project was completed in the second half of fiscal year 2024.

 In connection with the creation of the Company's new procurement
strategy, we are leveraging our size and buying power to shift from a network of over 20,000 vendors managed at a branch level to a streamlined
network of predominantly preferred vendors managed by a central procurement function. The costs associated with this strategy primarily
related to the retention of a consulting firm to analyze ongoing spend and develop the future state procurement strategy. This project
began in the second half of fiscal year 2024 and is expected to be completed in fiscal year 2025. Costs of ongoing procurement activities
are not considered an adjustment to EBITDA.

 In addition to the initiatives discussed above, the Company
tested various pilot programs designed to become the employer of choice and improve employee retention, including the Company's
safety boot program. Costs associated with these significant one-time investments in field employees across the country were considered
outside of the Company's ongoing operating costs. Future expenses of any programs that continue beyond the pilot period will not
be considered an adjustment to EBITDA. These pilot programs will conclude in the second quarter of fiscal year 2025.

 While the Company is considering other potential structural changes
as part of the overall One BrightView initiative, the Company has not yet committed to any further changes that could be material. If
the Company moves forward with further material actions, we will provide additional disclosure about the programs and their impact on
future operating results.

 Form 10-Q for Fiscal Quarter Ended December 31, 2024

 Management's Discussion and Analysis of Financial Condition and
Results of Operations

 Non-GAAP Financial Measures, page 31

 3. We see that adjusted EBITDA and adjusted net
income for the first quarter of FY25 continue to include a non-GAAP adjustment for "Business transformation and integration
costs", which is comprised primarily of IT infrastructure, transformation, and other of $10.3 million. Please describe in
detail, the nature and composition of the transformation and integration activities, including a quantitative breakdown of each
category of costs for each period presented.

 Response

 The Company acknowledges the Staff's comment and describes below
in detail the nature and composition of IT infrastructure, transformation, and other for each period presented.

 First quarter fiscal year 2025 ($10.3 million):

 For the first quarter of fiscal year 2025, the majority of these costs,
$8.3 million, relate to the implementation of multiple projects under the One BrightView initiative. The nature and composition of the
costs of these transformation and integration activities undertaken as part of the One BrightView initiative included the following:

 · $5.1 million of both cash and non-cash termination costs to exit non-core customer contracts associated with the exit and wind
 down of our non-core service lines, which began in the second quarter of fiscal year 2024 and are not expected to reoccur subsequent
 to the second quarter of fiscal year 2025.

 · $0.5 million of expenses to implement logistics and customer management software solutions discussed in our response to prior comment
2. These programs began in fiscal year 2024 and are expected to conclude in fiscal year 2025. Costs associated with ongoing maintenance
and licenses are not considered an adjustment to EBITDA.

 · $2.7 million of other one-time transformation costs, including consulting services from the creation of the Company's new procurement
strategy, as described above, which began in the fourth quarter of fiscal year 2024 is expected to be completed in fiscal year 2025.

 In addition to the actions taken under the One Brightview initiative,
the Company incurred $2.0 million of expenses related to other distinct initiatives that required the incurrence of costs outside of the
Company's normal operations. The nature and composition of the costs of these transformation, integration, and other activities
include:

 · $1.2 million primarily associated with the implementation of new fleet management and safety technology. The implementation of the
new fleet management and safety technology is expected to be completed in the fourth quarter of fiscal year 2025.

 · $0.8 million associated with various other one-time expenses including the remediation of damages from Hurricanes Helene and Milton.

 First quarter fiscal year 2024 ($7.6 million):

 For the first quarter of fiscal year 2024, the majority of these costs,
$4.8 million, relate to the implementation of multiple projects under the One BrightView initiative. The nature and composition of the
costs of these transformation and integration activities undertaken as part of the One BrightView initiative include the following:

 · $3.7 million of non-cash expenses due to impairment of abandoned capitalized software costs and prepaid licenses in connection with
the reduction of the customer support personnel resulting from the Company's transformation of BrightView Enterprise Services as
referenced in our response to prior comment 2.

 · $1.1 million of other one-time transformation costs, including preliminary costs to implement logistics and customer management software
solutions discussed in our response to prior comment 2. These programs began in fiscal year 2024 and are expected to conclude in fiscal
year 2025. Costs associated with ongoing maintenance and licenses are not considered an adjustment to EBITDA.

 In addition to the actions taken under the One BrightView initiative,
the Company incurred $2.8 million of expenses related to other distinct initiatives that required the incurrence of costs outside of the
Company's normal operations. The nature and composition of the costs of these transformation and integration activities include:

 · $2.8 million associated with the implementation of various other transformational
enterprise-wide software solutions, including new general ledger consolidation software and the implementation of new fleet management
and safety technology. The build-out of the new consolidation software was initiated in fiscal year 2023 and concluded in fiscal year
2024. Recurring license fees for ongoing software support are not included. The implementation of the new fleet management and safety
technology is expected to be completed in the fourth quarter of fiscal year 2025.

 As discussed within our previous response to prior comment 2, the Company
respectfully submits that the actions taken under the One BrightView initiative, as well as the other transformation and integration costs
outlined above, represent exceptional events distinct from the Company's normal, historical business operations, and the related
expenses represent one-time costs that are not indicative of normal ongoing operations. Accordingly, the Company believes that exclusion
of the foregoing expenses from its applicable non-GAAP financial measures is appropriate and not misleading based on Question 100.01.

 The Company appreciates the efforts of the Staff in reviewing our response
to the Comment Letter. We hope that the foregoing has been responsive to the Staff's comments. Should you have any questions regarding
the Company's response to your comments, please contact Brett Urban at brett.urban@brightview.com and Jonathan Gottsegen at jonathan.gottsegen@brightview.com.

 Sincerely,

 BRIGHTVIEW HOLDINGS, INC.

 /s/ BRETT URBAN

 Brett Urban

 Executive Vice President, Chief Financial Officer

 cc:
 Dale A. Asplund

 Chief Executive Officer and Director

 BrightView Holdings, Inc.

 Jonathan Gottsegen

 Executive Vice President, Chief Legal Officer and

 Corporate Secretary

 BrightView Holdings, Inc.

 Brian Jackson

 Chief Accounting Officer

 BrightView Holdings, Inc.

March 3, 2025
Brett Urban
Chief Financial Officer
BrightView Holdings, Inc.
980 Jolly Road
Blue Bell, PA 19422
Re:BrightView Holdings, Inc.
Form 10-K for Fiscal Year Ended September 30, 2024
Form 10-Q for Fiscal Quarter Ended December 31, 2024
File No. 001-38579
Dear Brett Urban:
            We have reviewed your February 18, 2025 response to our comment letter and have
the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our January
29, 2025 letter.
Form 10-K for Fiscal Year Ended September 30, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 34
1.To the extent that the One Brightview Initiative is reasonably likely to have a material
effect on financial condition or operating performance, revise to include additional
disclosures within future filings about the One Brightview Initiative and its expected
impact on operating results and future trends. Refer to Item 303(b)(2)(ii) of
Regulation S-K and the instructions thereto, and sections III.A and B.3 of Release 33-
8350.

March 3, 2025
Page 2
Non-GAAP Financial Measures, page 42
2.Reference your response to prior comment 2. Please tell us more about the One
Brightview Initiative, including describing the overall “transformational” changes and
how long the initiative will continue. For example, explain in more detail the nature of
the transformation costs incurred to centralize business support functions, create the
new procurement strategy, and describe what pilot programs were created.
Form 10-Q for Fiscal Quarter Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 31
3.We see that adjusted EBITDA and adjusted net income for the first quarter of FY25
continue to include a non-GAAP adjustment for "Business transformation and
integration costs", which is comprised primarily of IT infrastructure, transformation,
and other of $10.3 million. Please describe in detail, the nature and composition of the
transformation and integration activities, including a quantitative breakdown of each
category of costs for each period presented.
            Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at 202-551-4391 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
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BrightView Holdings, Inc.

980 Jolly Road

Blue Bell, Pennsylvania 19422

February 18, 2025

VIA EDGAR

Kristin Lochhead, Li Xiao

Division of Corporation Finance

Office of Industrial Applications and Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:         BrightView
Holdings, Inc.

Form 10-K for the Fiscal Year
Ended September 30, 2024

Form 8-K dated November 13,
2024

File No. 001-38579

Dear Ms. Lochhead and Ms. Xiao,

We are responding to the comments received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated January 29, 2025 (the “Comment Letter”)
in connection with the Annual Report on Form 10-K of BrightView Holdings, Inc. (the “Company” or “BrightView”
or “we” or “us” or “our”) for the fiscal year ended September 30, 2024 filed with the Commission
on November 13, 2024 (the “2024 Form 10-K”) and the Current Report on Form 8-K filed with the Commission on
November 13, 2024 (the “Earnings Release 8-K”).

For your convenience, the numbered responses of the Company and related
captions contained in bold type in this letter correspond to the numbered paragraphs and related captions in the Comment Letter. The
comments are followed by the Company’s response thereto.

Form 10-K for the Fiscal Year Ended September 30,
2024

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations

Non-GAAP Financial Measures, page 42

 1. Refer to your presentation of "Free Cash Flow"
                                            throughout the filing. Since free cash flow is typically calculated as cash flows from operating
                                            activities as presented in the statement of cash flows under GAAP, less capital expenditures,
                                            and your calculation includes an additional adjustment, please revise your computation accordingly
                                            or revise the title of this measure to be "adjusted free cash flow". Refer to Question
                                            102.07 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations.
                                            Please also apply this comment to your earnings release presentation on future Form 8-K.

Response

The Company
acknowledges the Staff’s comment and will use the title “Adjusted Free Cash Flow” in future filings and in earnings
release presentations. The Company notes that its Quarterly Report on Form 10-Q for the quarterly period ended December 31,
2024 filed with the Commission on February 5, 2025 (the “First Quarter 2025 Form 10-Q”), as well as its first quarter
2025 earnings release furnished as Exhibit 99.1 to its Current Report on Form 8-K filed with the Commission on February 5,
2025, reflects use of the title “Adjusted Free Cash Flow”.

 2. We
                                            see that adjusted EBITDA and adjusted net income include a non-GAAP adjustment
                                            for "Business transformation and integration costs" of $44 million, which is comprised
                                            primarily of severance and related costs of $16.6 million and IT infrastructure, transformation,
                                            and other of $28 million. With a view towards understanding how the non-GAAP adjustment complies
                                            with Question 100.01 of the Non-GAAP Financial Measures Compliance & Disclosure
                                            Interpretations, please respond to the following comments:

 · Further
                                            elaborate on the nature and composition of the severance and related costs, including why
                                            you believe that the One Brightview initiative and CEO transition are not normal, recurring,
                                            cash operating expenses necessary to operate your business.

 · Please
                                            describe in detail, the nature and composition of the transformation and integration activities.
                                            If it includes multiple items, provide us with a quantitative breakdown of each category
                                            of costs for each period presented. As part of your response, explain your consideration
                                            of whether these transformation and integration costs represent normal, recurring, cash operating
                                            expenses necessary to operate your business.

Response

The Company acknowledges the Staff’s comment and Question 100.01
of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures (updated December 13, 2022), which states that certain
adjustments, although not explicitly prohibited, could result in a non-GAAP measure that is misleading. The Company respectfully advises
the Staff that it has considered the prescribed guidance and the Staff’s overall perspective regarding non-GAAP measures and believes
that the “Business transformation and integration costs” excluded from each of Adjusted EBITDA and Adjusted Net Income do
not represent normal, recurring, cash operating expenses necessary to operate our business and, accordingly, excluding these amounts
from the applicable non-GAAP financial measures does not cause those measures to be misleading. We describe below in detail the nature
and composition of each of Severance and related costs, as well as IT infrastructure, transformation, and other.

Background on One BrightView initiative:

Following the departure of the Company’s previous CEO in May 2023
and a five-month transitional period, Dale Asplund joined the Company as CEO in October 2023, representing the Company’s first
CEO change since the Company’s initial public offering in 2018. In connection with the CEO transition, Mr. Asplund introduced
transformational changes, including restructurings, to the Company under the “One BrightView” initiative, designed to break
down previous operation silos, unite the organization as one comprehensive team, and drive a renewed focus on the Company’s profitable
core businesses. These activities resulted in significant one-time costs that were outside the normal operations of the Company. Among
many significant changes within the One BrightView initiative, management sold the Company’s US Lawns business, transformed its
aggregator service line (“BrightView Enterprise Services” or “BES”) and other non-core service lines, as they
were outside of the core BrightView service model, and reorganized the Company’s previous branch-level operating structure. The
BES transformation activities consisted of exiting certain customer contracts which relied primarily on subcontractors, reduction of the
related customer support personnel, and repositioning responsibility for the remaining customer contracts within the maintenance segment
(“Maintenance”) branches. Costs associated with transitioning contracts that support the ongoing business operations were
not added back.

Both the CEO transition and the subsequent enterprise-wide transformation
activities under the One BrightView initiative represented events that had not occurred previously during the Company’s history
as a public company and thus should be properly viewed as distinct from the Company’s normal, historical business operations. Accordingly,
the Company respectfully submits that the related costs represent non-recurring expenses outside of the normal cost of operating the
business and thus are appropriate to be excluded from its non-GAAP metrics.

Severance and related costs:

As a direct result of the CEO transition and subsequent implementation
of the One BrightView initiative, the Company incurred $16.6 million of severance and related costs. Included in the $16.6 million was
$3.6 million related to the transformation of non-core service lines discussed above, and $13.0 million related to the elimination of
roles and reduction of personnel in connection with the One BrightView initiative. In contrast, the Company typically incurs other severance
as part of its normal ongoing business on a regular basis, which is not excluded from its non-GAAP metrics.

IT infrastructure, transformation, and other:

As disclosed within Non-GAAP Financial Measures in Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations of the 2024 Form 10-K, the IT infrastructure, transformation,
and other costs relate to distinct initiatives, typically representing significant, enterprise-wide changes, which vary in amount based
on factors specific to each of the activities. These costs occur infrequently and are outside of the normal cost of operating the business,
which creates a lack of comparability between periods in the Company’s GAAP metrics.

For fiscal year 2024, the vast majority ($20.6 million) of these costs
related to the implementation of multiple projects under the One BrightView initiative described above, which as noted previously is
a distinct initiative driving significant enterprise-wide changes with costs incurred outside of the normal operation of the business.
The nature and composition of the costs of these transformation and integration activities undertaken as part of the One BrightView initiative
include the following:

 · $6.7
                                            million of both cash and non-cash termination costs to exit non-core customer contracts that
                                            primarily relied on subcontractors as discussed above. These costs are one time in nature
                                            and are not expected to recur. We did not adjust for the cost of repositioning the remaining
                                            customer contracts within the Maintenance branches.

 · $6.1
                                            million of non-cash expenses due to impairment of abandoned capitalized software costs and
                                            prepaid licenses in connection with the reduction of the customer support personnel resulting
                                            from the Company’s transformation of BES.

 · $2.0
                                            million of expenses for one-time costs to implement logistics and customer management software
                                            solutions that are not expected to recur. This was the first significant investment in branch
                                            logistics and customer management software solutions since prior to the Company’s initial
                                            public offering.

 · $5.8
                                            million of other one-time transformation costs, including the centralization of business
                                            support functions, creation of the Company’s new procurement strategy, and pilot program
                                            costs.

In addition to the actions taken under the One Brightview initiative,
the Company incurred $7.3 million of expenses related to other distinct initiatives that required the incurrence of costs outside of
the Company’s normal operations. The nature and composition of the costs of these transformation and integration activities include:

 · $4.5
                                            million associated with the implementation of various other transformational enterprise-wide
                                            software solutions, including new consolidation software and fleet management and safety
                                            technology. The build out of the new consolidation software was initiated in fiscal year
                                            2023 and concluded in fiscal year 2024. Recurring license costs for ongoing solution support
                                            are not included.

 · $2.8
                                            million of banking, legal, and professional service fees for various atypical projects, such
                                            as facilitating one of our principal shareholder’s sale of common stock in May 2024.

In fiscal year 2023, the Company incurred $8.6 million of IT infrastructure,
transformation, and other costs related to various distinct non-recurring initiatives that required the incurrence of costs outside of
the Company’s normal operations. The nature and composition of the costs of these transformation and integration activities include:

 · $4.0
                                            million associated with the implementation of various other transformational enterprise-wide
                                            software solutions, principally new consolidation software. The build out of the new consolidation
                                            software was initiated in fiscal year 2023 and concluded in fiscal year 2024. Recurring license
                                            costs for ongoing solution support are not included.

 · $1.7
                                            million of infrastructure activities in connection with contemplated mergers, acquisitions,
                                            dispositions, and internal restructuring.

 · $2.9
                                            million associated with various other one-time expenses, such as consultant costs for the
                                            initial implementation of voluntary carbon reporting and the additional spend due to natural
                                            disasters including Hurricane Ian and the Hawaii wildfire that are outside the ongoing operations
                                            of the Company.

As discussed throughout the section above, the Company respectfully
submits that the actions taken under the One BrightView initiative, as well as the other transformation and integration costs outlined
above, represent exceptional events distinct from the Company’s normal, historical business operations, and the related expenses
represent one-time costs that are not indicative of normal ongoing operations. Accordingly, the Company believes that exclusion of the
foregoing expenses from its applicable non-GAAP financial measures is appropriate and not misleading based on Question 100.01.

Consolidated Financial Statements for the fiscal year ended
September 30, 2024

15. Segments, page F-29

 3. Revise
                                            future filings to reconcile the total of the reportable segments' measures of profit or loss
                                            to your consolidated income before income taxes and discontinued operations, in accordance
                                            with ASC 280-10-50-30(b).

Response

The Company
acknowledges the Staff’s comment and will revise future filings to reconcile the total of the reportable segments' measures of
profit or loss to consolidated income before income taxes and discontinued operations in accordance with ASC 280-10-50-20(b). The Company
notes that its First Quarter 2025 Form 10-Q includes this revised reconciliation on page 22 thereof.

Form 8-K dated November 13, 2024

Exhibit 99.1

Fiscal 2024 Results - Total BrightView, Total BrightView - Operating
Highlights, page 2

 4. We
                                            see that you discuss changes in adjusted EBITDA for Total BrightView without discussing the
                                            reasons for the changes in the related GAAP measure for the period. In future filings, please
                                            revise to include a similar discussion and analysi

January 29, 2025
Brett Urban
Chief Financial Officer
BrightView Holdings, Inc.
980 Jolly Road
Blue Bell, PA 19422
Re:BrightView Holdings, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2024
Form 8-K dated November 13, 2024
File No. 001-38579
Dear Brett Urban:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 42
1.Refer to your presentation of "Free Cash Flow" throughout the filing. Since free cash
flow is typically calculated as cash flows from operating activities as presented in the
statement of cash flows under GAAP, less capital expenditures, and your calculation
includes an additional adjustment, please revise your computation accordingly or
revise the title of this measure to be "adjusted free cash flow". Refer to Question
102.07 of the Non-GAAP Financial Measures Compliance & Disclosure
Interpretations. Please also apply this comment to your earnings release presentation
on future Form 8-K.

January 29, 2025
Page 2
2.We see that adjusted EBITDA and adjusted net income include a non-GAAP
adjustment for "Business transformation and integration costs" of $44 million, which
is comprised primarily of severance and related costs of $16.6 million and IT
infrastructure, transformation, and other of $28 million. With a view towards
understanding how the non-GAAP adjustment complies with Question 100.01 of the
Non-GAAP Financial Measures Compliance & Disclosure Interpretations, please
respond to the following comments:

•Further elaborate on the nature and composition of the severance and related
costs, including why you believe that the One Brightview initiative and CEO
transition are not normal, recurring, cash operating expenses necessary to operate
your business.
•Please describe in detail, the nature and composition of the transformation and
integration activities. If it includes multiple items, provide us with a quantitative
breakdown of each category of costs for each period presented. As part of your
response, explain your consideration of whether these transformation and
integration costs represent normal, recurring, cash operating expenses necessary
to operate your business.
Consolidated Financial Statements for the fiscal year ended September 30, 2024
15. Segments, page F-29
3.Revise future filings to reconcile the total of the reportable segments' measures of
profit or loss to your consolidated income before income taxes and discontinued
operations, in accordance with ASC 280-10-50-30(b).
Form 8-K dated November 13, 2024
Exhibit 99.1
Fiscal 2024 Results - Total BrightView, Total BrightView - Operating Highlights, page 2
4.We see that you discuss changes in adjusted EBITDA for Total BrightView without
discussing the reasons for the changes in the related GAAP measure for the period.  In
future filings, please revise to include a similar discussion and analysis of the
comparable GAAP measure in a location with equal or greater prominence. Reference
Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Non-GAAP
Financial Measures Compliance & Disclosure Interpretations.

January 29, 2025
Page 3
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at 202-551-4391 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

BRIGHTVIEW
HOLDINGS, INC.

980 Jolly Road

Blue Bell, Pennsylvania 19422

June 27, 2024

VIA EDGAR

      Re:
    BrightView Holdings, Inc.

    Registration Statement on Form S-3

    File No. 333-280394

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Jane Park

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 5:00 p.m., Washington, D.C. time, on July 1, 2024, or as
soon as practicable thereafter. In this regard, the Company is aware of its obligations under the Securities Act.

We request that we be notified
of such effectiveness by telephone call to 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]

United States securities and exchange commission logo
June 26, 2024
Brett Urban
Chief Financial Officer
BrightView Holdings, Inc.
980 Jolly Road
Blue Bell, Pennsylvania 19422
Re:BrightView Holdings, Inc.
Registration Statement on Form S-3
Filed June 21, 2024
File No. 333-280394
Dear Brett Urban:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Joseph Kaufman, Esq.

CORRESP
1
filename1.htm

    Simpson
    Thacher & Bartlett LLP

    425
                                            LEXINGTON AVENUE

    NEW YORK, NY 10017-3954

    TELEPHONE:
                    +1-212-455-2000

    FACSIMILE: +1-212-455-2502

    Direct
                                            Dial Number

    (212) 455-2948

    E-mail
                                            Address

    jkaufman@stblaw.com

June 21, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

    Re:  
    BrightView Holdings, Inc.

    Registration Statement on Form S-3

    Filed June 21, 2024

    CIK No. 0001734713

Ladies and Gentlemen:

On behalf of BrightView Holdings, Inc. (the
 “Registrant”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission (the “Commission”)
a registration statement on Form S-3 (the “Registration Statement”) relating to the offering of shares of its
common stock and Series A Convertible Preferred Stock. The Registrant has paid the filing fee in connection with this Registration
Statement (in the amount of $73,800) by wire transfer to the Commission’s designated financial agent (account number 850000001001)
on June 20, 2024.

Please do not hesitate to contact Joseph H. Kaufman
at (212) 455-2948 with any questions you may have regarding this filing.

    Very
    truly yours,

    /s/
    Joseph H. Kaufman

    Joseph
    H. Kaufman

    cc:
    BrightView
    Holdings, Inc.

    Jonathan
    M. Gottsegen

    BEIJING
    HONG
    KONG
    HOUSTON
    LONDON
    LOS
    ANGELES
    PALO
    ALTO
    SÃO
    PAULO
    TOKYO
    WASHINGTON, D.C.

CORRESP
1
filename1.htm

BRIGHTVIEW
HOLDINGS, INC.

980 Jolly Road

Blue Bell, Pennsylvania 19422

May 31, 2022

VIA EDGAR

    Re:
    BrightView Holdings, Inc.

    Registration Statement on Form S-3

    File No. 333-265174

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Abby Adams

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 5:00 p.m., Washington, D.C. time, on June 2, 2022, or as soon
as practicable thereafter. In this regard, the Company is aware of its obligations under the Securities Act.

We
request that we be notified of such effectiveness by telephone call to Joseph H. Kaufman (212-455-2948) or Brian E. Rosenzweig (713-821-5674)
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

United States securities and exchange commission logo
May 31, 2022
Andrew Masterman
Chief Executive Officer
BrightView Holdings, Inc.
980 Jolly Road
Blue Bell, Pennsylvania 19422
Re:BrightView Holdings, Inc.
Registration Statement on Form S-3
Filed May 24, 2022
File No. 333-265174
Dear Mr. Masterman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joseph H. Kaufman, Esq.

United States securities and exchange commission logo
March 22, 2021
Louay Khatib
Chief Accounting Officer
BrightView Holdings, Inc.
980 Jolly Road
Blue Bell, PA 19422
Re:BrightView Holdings, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2020
Filed on November 18, 2020
File Number 001-38579
Dear Mr. Khatib:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

March 11, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn:
Mary Mast and Angela Connell, Office of Life Sciences

Re: BrightView Holdings, Inc.

Form 10-K for the Fiscal Year Ended September
30, 2020

Filed on November 18, 2020

File Number 001-38579

Dear Ms. Mast and Ms. Connell:

BrightView Holdings, Inc. (the “Company”)
submits this letter in response to the comment (the “Comment”) from the staff of the Securities and Exchange Commission’s
Division of Corporation Finance (the “Staff”) received by electronic mail dated February 17, 2021, related to the above-referenced
Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (the “Form 10-K”).

For the Staff’s convenience, the Company has
restated the Comment below in bold.

Form 10-K for the Fiscal Year Ended September
30, 2020

Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 41

 1. Please provide us the following information, regarding your presentation of non-GAAP financial
measures:

 · Describe the nature and purpose of the following non-GAAP adjustments and explain the factors
you considered in excluding them from your non-GAAP financial measures:

 o Business integration and IT infrastructure, transformation, and other included within Business
transformation and integration costs;

 o Offering-related expenses; and

 o Changes in self-insured liability estimates.

 · Tell us why inclusion of these adjustments is consistent with Question 100.01 of the Compliance
 & Disclosure Interpretations.

Response

The Company acknowledges Question 100.01 of the Compliance
and Disclosure Interpretations on Non-GAAP Financial Measures updated April 4, 2018, which states that certain adjustments, while
not explicitly prohibited, could cause the presentation of the non-GAAP measure to be misleading. The Company respectfully advises
the Staff that it has considered the prescribed guidance and the Staff’s overall perspective regarding non-GAAP measures
and believes that exclusion of the selected “Business integration”, “IT infrastructure, transformation, and other”,
 “Offering-related expenses”, and “Changes in self-insured liability estimates” from the applicable non-GAAP
financial measures does not cause those measures to be misleading.

Business integration:

As disclosed within Trends and Other Factors Affecting
our Business, within Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the
Form 10-K, the Company incurs isolated costs specifically related to the integration of acquired companies (“Business integration
costs”). Such Business integration costs vary in amount due to the number of acquisitions and size of acquired companies
as well as factors specific to each acquisition. As a result, these costs lack predictability as to occurrence and/or timing and
create a lack of comparability between periods. For fiscal 2020, Business integration costs totaled $13.4 million and primarily
consisted of: $5.4 million of one-time employee retention costs for six separately acquired companies; $3.3 million of employee
onboarding and training costs associated with integrating twelve separately acquired companies; and $1.5 million for fleet and
uniform rebranding to align with the Company’s quality and safety standards. The Company does not consider Business integration
costs to be normal, cash operating expenses necessary to operate the Company’s business as they result solely from specific
activities relating to the integration of acquired companies. Accordingly, the Company believes that exclusion of the foregoing
expenses from the applicable non-GAAP financial measures is appropriate and does not result in measures that are misleading. To
further improve clarity in future filings, the Company will enhance its existing disclosure within Trends and Other Factors Affecting
our Business, to: (1) include employee retention and other one-time employee onboarding costs as illustrative Business integration
costs; and (2) clarify that Business integration costs vary in amount due to the number of acquisitions and size of acquired companies
as well as factors specific to each acquisition, and as a result lack predictability as to occurrence and/or timing, and create
a lack of comparability between periods.

IT infrastructure, transformation, and other:

IT infrastructure, transformation, and other costs
relate to distinct initiatives, typically significant enterprise-wide changes, and vary in amount based on occurrence as well as
factors specific to each of the activities. These costs are outside of the normal operations of the business and create a lack
of comparability between periods. For fiscal 2020, such costs totaled $15.3 million and included: $4.1 million of employee-related
costs and accelerated lease exit expenses associated with the consolidation of three geographically dispersed corporate and shared
service center facilities; $4.0 million of enterprise system implementation costs, including professional fees related to the IT
system and control process design associated with the adoption of ASC 842 – Leases; $3.1 million of costs related
to retiring out-of-date and unsupported branch-level resource planning software; and $2.4 million of professional fees for IT and
other infrastructure assessment activities in connection with the evaluation of certain contemplated mergers, acquisitions and
dispositions. Accordingly, the Company believes that exclusion of the foregoing expenses from the applicable non-GAAP financial
measures is appropriate and does not result in measures that are misleading. To further improve clarity in future filings, the
Company will enhance its existing disclosure within Trends and Other Factors Affecting our Business, to clarify that IT infrastructure,
transformation, and other costs relate to distinct initiatives, typically significant enterprise-wide changes, and that such costs
vary in amount based on occurrence as well as factors specific to each of the activities, are outside of the normal operations
of the business, and create a lack of comparability between periods.

Offering-related expenses:

For fiscal 2020, Offering-related expenses of $4.4
million principally relate to $3.7 million of litigation expenses incurred as a result of two purported class action complaints
related to the Company’s initial public offering, as disclosed within the Company’s Commitments and Contingencies footnote
within Item 8. Financial Statements and Supplementary Data of Form 10-K for the Fiscal Year Ended September 30, 2020. These costs
resulted from the initial public offering, are not expected to recur, and create a lack of comparability between periods. As a
result, the Company believes that exclusion of the foregoing expenses from the applicable non-GAAP financial measures is appropriate
and does not result in measures that are misleading. Subsequent to the filing of its Form 10-K, the Company has updated its disclosure
to clarify that these costs represent “expenses incurred for IPO related litigation and subsequent registration statements.”

Changes in self-insured liability estimates:

As disclosed within the Company’s Commitments
and Contingencies footnote within Item 8. Financial Statements and Supplementary Data of the Form 10-K, the Company’s insurance
programs for workers’ compensation, general liability, auto liability and employee health care for certain employees contain
self-insured retention amounts, deductibles and other coverage limits (“self-insured liability”). For fiscal 2020,
the changes in self-insured liability estimates of $24.1 million primarily relate to a one-time increase in actuarial confidence
levels to address the self-insurance programs’ potentially heightened volatility in future claims experience due to the uncertainties
of the current environment. This action included analysis by additional third-party actuaries and was separate and distinct from
the Company’s typical quarterly process to review and update assumptions for historical claims experience, discount rates,
and other items. Such changes in actuarial confidence levels are not anticipated to recur and create a lack of comparability between
periods. As a result, the Company believes that exclusion of the foregoing expenses from the applicable non-GAAP financial measures
is appropriate and does not result in measures that are misleading.

Thank you for your letter, and we hope that the foregoing has
been responsive to the Staff’s comments. If you have any questions or comments about this letter or need any further information,
please do not hesitate to contact me at (240) 731-1792.

Sincerely,

    /s/ Louay H. Khatib

    Louay H. Khatib

    Chief Accounting Officer

Copy to:

John A. Feenan, Executive Vice President and Chief
Financial Officer

Jonathan M. Gottsegen, Executive Vice President,
Chief Legal Officer and Corporate Secretary

United States securities and exchange commission logo
February 17, 2021
Louay Khatib
Chief Accounting Officer
BrightView Holdings, Inc.
980 Jolly Road
Blue Bell, PA 19422
Re:BrightView Holdings, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2020
Filed on November 18, 2020
File Number 001-38579
Dear Mr. Khatib:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2020
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 41
1.Please provide us the following information, regarding your presentation of non-GAAP
financial measures:
•Describe the nature and purpose of the following non-GAAP adjustments and explain
the factors you considered in excluding them from your non-GAAP financial
measures: oBusiness integration and IT infrastructure, transformation, and other included
within Business transformation and integration costs;
oOffering-related expenses; and
oChanges in self-insured liability estimates.
•Tell us why inclusion of these adjustments is consistent with Question 100.01 of the
Compliance & Disclosure Interpretations.

 FirstName LastNameLouay Khatib
 Comapany NameBrightView Holdings, Inc.
 February 17, 2021 Page 2
 FirstName LastName
Louay Khatib
BrightView Holdings, Inc.
February 17, 2021
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Mary Mast at 202-551-3613 or Angela Connell at 202-551-3426 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Acceleration Request

 BRIGHTVIEW HOLDINGS, INC.

980 Jolly Road

 Blue Bell,
Pennsylvania 19422

 July 16, 2019

VIA EDGAR

Re:
 BrightView Holdings, Inc.

 Registration Statement on Form S-3

 File No. 333-232582

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Transportation and Leisure

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Heather Clark

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, BrightView Holdings, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at
5:00 p.m., Washington, D.C. time, on July 18, 2019, or as soon as practicable thereafter. In this regard, the Company is aware of its obligations under the Securities Act.

We request that we be notified of such effectiveness by telephone call to Brian E. Rosenzweig (713-821-5674) 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]

July 15, 2019
Jonathan Gottsegen
Executive Vice President
BrightView Holdings, Inc.
980 Jolly Road
Blue Bell, Pennsylvania 19422
Re:BrightView Holdings, Inc.
Registration Statement on Form S-3
Filed July 8, 2019
File No. 333-232582
Dear Mr. Gottsegen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Heather Clark at 202-551-3624 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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]

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 18, 2018

VIA EDGAR

 Re:

 BrightView Holdings, Inc.

 Amendment No. 2 to

 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 hereby file with the Securities and Exchange Commission
Amendment No. 2 (“Amendment No. 2”) to the above-referenced registration statement on Form S-1 (the “Registration Statement”). Amendment No. 2 has been updated to include
information about the expected size and price range of the proposed offering and related matters.

 To assist the
Staff’s review of Amendment No. 2, we will send blacklined copies of Amendment No. 2 against Amendment No. 1 to the Registration Statement, which was filed on June 11, 2018.

 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

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

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 11, 2018

VIA EDGAR

 Re:

 BrightView Holdings, Inc.

 Amendment No. 1 to

 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 hereby file with the Securities and Exchange Commission
Amendment No. 1 (“Amendment No. 1”) to the above-referenced registration statement on Form S-1 (the “Registration Statement”). Amendment No. 1 has been updated primarily to
reflect the 2.33839-for-1 reverse stock split the Company effected on June 8, 2018, and the information dependent upon the reverse stock split, and to otherwise
update its disclosure.

 To assist the Staff’s review of Amendment No. 1, we will send blacklined copies of
Amendment No. 1 against the Registration Statement, which was filed on May 30, 2018.

 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

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

 May 30, 2018

VIA EDGAR

 Re:

 BrightView Holdings, Inc.

Amendment No. 1 to Draft Registration Statement on Form S-1

Submitted May 4, 2018

CIK Number 001734713

 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 hereby file with the Securities and Exchange Commission a Registration
Statement on Form S-1. The Company has revised the above-referenced Draft Registration Statement to include financial results for the six months ended March 31, 2018, and to otherwise update its
disclosure.

 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

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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