Sec Form 13G Filing - KKR North America Fund XI L.P. filing for BrightView Holdings Inc. (BV) - 2022-02-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  3)*

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BrightView Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

10948C107

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	KKR BrightView Aggregator L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			50,633,123
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			50,633,123
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,633,123
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	48.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

1	NAMES OF REPORTING PERSONS
	KKR North America Fund XI L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			50,633,123
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			50,633,123
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,633,123
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	48.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	KKR Associates North America XI L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			50,633,123
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			50,633,123
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,633,123
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	48.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	KKR Management LLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			50,633,123
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			50,633,123
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,633,123
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	48.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

STATEMENT ON SCHEDULE 13G

This is Amendment No. 3 to the Schedule 13G filed with the Securities and Exchange Commission on February 13, 2019 as previously amended on February 14, 2020 and February 12, 2021. Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Common Stock, par value $0.01 per share (“Common Stock”), of BrightView Holdings, Inc. (the “Issuer”).

KKR BrightView Aggregator L.P. holds 50,633,123 shares of Common Stock, or 48.1% of the outstanding shares of Common Stock based on 105,200,000 shares of Common Stock outstanding as of October 31, 2021, as reported in the Annual Report on Form 10-K, filed by the Issuer with the Securities and Exchange Commission on November 17, 2021.

Each of KKR BrightView GP (as the general partner of KKR BrightView Aggregator L.P.); KKR North America Fund XI (as the sole member of KKR BrightView GP); KKR Associates North America (as the general partner of KKR North America Fund XI); KKR North America Limited (as the general partner of KKR Associates North America); KKR Group Partnership (as the sole shareholder of KKR North America Limited); KKR Group Holdings (as the general partner of KKR Group Partnership); KKR & Co. (as the sole shareholder of KKR Group Holdings); and KKR Management (as the Series I preferred stockholder of KKR & Co.) may also be deemed to be the beneficial owner of the securities held by KKR BrightView Aggregator L.P.

KKR BrightView GP, KKR North America Fund XI, KKR Associates North America, KKR North America Limited, KKR Group Partnership, KKR Group Holdings, KKR & Co. and KKR Management disclaim beneficial ownership of such securities.

As the founding partners of KKR Management, Messrs. Henry R. Kravis and George R. Roberts may be deemed to be the beneficial owner of the securities held by KKR BrightView Aggregator L.P. but disclaim beneficial ownership of such securities.

Certain of the Reporting Persons and affiliates of MSD Partners, L.P. (“MSD Partners”) (collectively, the “Stockholders”) were previously parties to that certain Stockholders Agreement (the “Stockholders Agreement”), which contained, among other things, certain provisions relating to voting of securities of the Issuer by the parties thereto.  On May 14, 2021, in accordance with the terms of the Stockholders Agreement, MSD Partners notified the Issuer of its election to terminate (i) its right to nominate a director pursuant to Section 2.1(a) of the Stockholders Agreement and (ii) the voting agreement pursuant to Section 2.1(j) of the Stockholders Agreement, effective immediately.  As a result, the Reporting Persons are no longer deemed to be acting as a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934 with the other Stockholders and/or certain of their affiliates.

See Item 4(a) above.

See Item 5 of each cover page.

See Item 6 of each cover page.

See Item 7 of each cover page.

See Item 8 of each cover page.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☐

See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the partners, members, affiliates and shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.

Not applicable.

Not applicable.

See Item 4 above.

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2022

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