BRIGHTVIEW HOLDINGS, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

On June 22, 2022, BrightView Financing LLC and BrightView Landscapes, LLCsubsidiaries of BrightView Holdings, Inc. (the “Company”), has entered into the third amendment to the receivables financing agreement (the “Amendment Agreement”), which amends the receivables financing agreement, dated April 28, 2017by and among BrightView Financing LLC(the borrower”), BrightView Landscapes, LLCas the initial repairer, PNC Bank, National Associationas administrative agent and letter of credit bank, PNC Capital Markets LLCas structuring agent, and persons party thereto from time to time as lenders and participants in the letter of credit (as amended by the First Amendment, dated February 21, 2019
and the second amendment, dated February 21, 2021the “Receivables Financing Agreement”).

Pursuant to the Amendment Agreement, the Debt Financing Agreement has been amended (as amended, the “Amended Debt Financing Agreement”) to, among other things: (i) increase the ability to loan thereunder from $250.0 million up to an amount of $275.0 million(ii) extend the Scheduled Termination Date (as defined in the Amended Receivables Financing Agreement) to June 22, 2025 and (iii) join MUFG Bank, Ltd. as a lender and LC participant.

Loans borrowed under the amended receivables financing agreement, at the option of the borrower, bear interest at the annual rate of (i) a guaranteed overnight financing rate; (ii) a guaranteed overnight funding rate calculated daily without compounding; (iii) a base rate or (iv) a one-month guaranteed overnight rate, determined daily.

The Agents, some of the Lenders and some of their respective affiliates have provided and may in the future provide financial, banking and related services to the Company. These parties have received, and may receive in the future, compensation from the Company for these services.

The foregoing description of the Amending Agreement and Amended Receivables Financing Agreement is qualified in its entirety by reference to the full text of the Amending Agreement and Amended Receivables Financing Agreement, which are filed as Exhibit 10.1 to this current report on Form 8-K. and are incorporated herein by reference.

Item 2.03. Creation of a direct financial obligation or an obligation under a

           Off-Balance Sheet Arrangement of a Registrant



The information set out in Section 1.01 is incorporated by reference into this Section 2.03.

Item 9.01. Financial statements and supporting documents.

(d) Exhibits. The following documents are filed herewith:


Exhibit
 Number                                 Description
  10.1       Third Amendment to the Receivables Financing Agreement, including
           Exhibit A thereto, a marked version of the Receivables Financing
           Agreement, dated as of June 22, 2022, by and among BrightView Funding
           LLC, as borrower, BrightView Landscapes LLC, as initial servicer and
           PNC Bank, National Association, as lender, letter of credit bank,
           letter of credit participant and administrative agent.

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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