SEC Form SC 13G/A filed by BrightView Holdings Inc. (Amendment)

BrightView Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 Per Share

(Title of Class of Securities)

10948C107

(CUSIP Number)

March 13, 2022

(Date of Event Which Requires Filing of this Statement)

	☐	Rule 13d-1(b)
	☐	Rule 13d-1(c)
	☒	Rule 13d-1(d)

CUSIP NO.

10948C107

 

1	NAMES OF REPORTING PERSONS
	MSD Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(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
		-0-
	6	SHARED VOTING POWER
		-0-
	7	SOLE DISPOSITIVE POWER
		-0-
	8	SHARED DISPOSITIVE POWER
		-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	-0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%
12	TYPE OF REPORTING PERSON*
	PN

CUSIP NO.

10948C107

 

1	NAMES OF REPORTING PERSONS
	MSD Valley Investments, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(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
		-0-
	6	SHARED VOTING POWER
		-0-
	7	SOLE DISPOSITIVE POWER
		-0-
	8	SHARED DISPOSITIVE POWER
		-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	-0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%
12	TYPE OF REPORTING PERSON*
	PN

CUSIP NO.

10948C107

Item 1(a)	Name of Issuer:
	The name of the issuer is BrightView Holdings, Inc. (the “Company”)
Item 1(b)	Address of Issuer's Principal Executive Offices:
	The Company's principal executive office is located at 980 Jolly Road, Blue Bell, Pennsylvania, 19422.
Item 2(a)	Name of Person Filing:
	This Amendment No. 3 to Schedule 13G ("Amendment No. 3") is being jointly filed by and on behalf of each of MSD Partners, L.P. ("MSD Partners") and MSD Valley Investments, LLC ("MSD Valley Investments"). MSD Valley Investments is the direct owner of the securities covered by this statement. MSD Partners is the manager of, and may be deemed to beneficially own securities beneficially owned by MSD Valley Investments.  MSD Partners (GP), LLC ("MSD GP") is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners.  Each of John Phelan, Marc R. Lisker and Brendan Rogers is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSD GP. The Reporting Persons have entered into a Joint Filing Agreement, dated March 17, 2022, a copy of which is filed with this Amendment No. 3 as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Item 2(b)	Address of Principal Business Office or, if none, Residence:
	The address of the principal business office of MSD Partners and MSD Valley Investments is One Vanderbilt Avenue, 26th Floor, New York, New York 10017.
Item 2(c)	Citizenship:
	MSD Partners is organized as a limited partnership under the laws of the State of Delaware. MSD Valley Investments is organized as a limited liability company under the laws of the State of Delaware.
Item 2(d)	Title of Class of Securities:
	Common Stock, $0.01 par value per share (“Common Stock”).
Item 2(e)	CUSIP No.:
	10948C107
Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
	Not applicable.

Item 4

Ownership:

A.	MSD Partners, L.P.
	(a)		Amount beneficially owned: -0-
	(b)		Percent of class:  0%
	(c)		Number of shares as to which such person has:
			(i)		Sole power to vote or direct the vote:  -0-
			(ii)		Shared power to vote or direct the vote: -0-
			(iii)		Sole power to dispose or direct the disposition:  -0-
			(iv)		Shared power to dispose or direct the disposition: -0-
B.		MSD Valley Investments, LLC
		(a)		Amount beneficially owned: -0-
		(b)		Percent of class:  0%
		(c)		Number of shares as to which such person has:
				(i)		Sole power to vote or direct the vote:  -0-
				(ii)		Shared power to vote or direct the vote:  -0-
				(iii)		Sole power to dispose or direct the disposition:  -0-
				(iv)		Shared power to dispose or direct the disposition:  -0-
C.		MSD Partners (GP), LLC
		(a)		Amount beneficially owned: -0-
		(b)		Percent of class:  0%
		(c)		Number of shares as to which such person has:
				(i)			Sole power to vote or direct the vote:  -0-
				(ii)			Shared power to vote or direct the vote: -0-
				(iii)			Sole power to dispose or direct the disposition:  -0-
				(iv)			Shared power to dispose or direct the disposition: -0-

Item 5	Ownership of Five Percent or Less of a Class:
	If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
Item 6	Ownership of More Than Five Percent on Behalf of Another Person:
	Not applicable.
Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
	Not applicable.
Item 8	Identification and Classification of Members of the Group:
	Not applicable.
Item 9	Notice of Dissolution of Group:
	Not applicable.
Item 10	Certification:
	Not applicable.

	MSD Partners, L.P.
	By:	MSD Partners (GP), LLC
	Its:	General Partner
	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager
	MSD Valley Investments, LLC
	By:	MSD Partners, L.P.
	Its:	Manager
	By:	MSD Partners (GP), LLC
	Its:	General Partner
	Title:	Manager
	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager

Exhibit		Description of Exhibit
99.1		Joint Filing Agreement dated March 17, 2022

	MSD Partners, L.P.
	By:	MSD Partners (GP), LLC
	Its:	General Partner
	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager
	MSD Valley Investments, LLC
	By:	MSD Partners, L.P.
	Its:	Manager
	By:	MSD Partners (GP), LLC
	Its:	General Partner
	Title:	Manager
	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager