One Rock Capital's $500M Preferred Stock Investment Grants Significant Board Influence and 36.5% Beneficial Ownership

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This definitive proxy statement provides crucial insights into BrightView Holdings' corporate governance and capital structure. The most significant aspect is the detailed disclosure of One Rock Capital Partners' substantial influence, stemming from their $500 million Series A Preferred Stock investment in August 2023. This investment grants One Rock 36.5% beneficial ownership (as-converted) and the contractual right to designate two directors, fundamentally reshaping the company's ownership and board dynamics. The preferred stock also carries a 7% cumulative dividend, representing a material ongoing financial obligation. Additionally, the filing outlines the company's executive compensation framework, which delivered a 112% bonus payout for Fiscal 2025, reflecting strong financial performance including record Adjusted EBITDA. Investors should note the shift in major shareholder influence and the financial implications of the preferred stock.

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• One Rock Capital Gains Significant Board Influence

  One Rock Capital Partners, through its $500 million Series A Preferred Stock investment in August 2023, now holds 36.5% beneficial ownership (as-converted) and has the right to designate two directors to the board.

• Annual Meeting Proposals Announced

  Stockholders will vote on the election of nine director nominees and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for Fiscal 2026.

• Executive Compensation Reflects Strong Performance

  The executive compensation program for Fiscal 2025 resulted in a 112% bonus payout, driven by strong financial performance, including record Adjusted EBITDA and improved customer retention.

• KKR Waives Certain Governance Rights

  KKR, a significant shareholder, waived certain consent rights and the ability to appoint more than two directors in connection with the One Rock investment, indicating a shift in major investor influence.

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This definitive proxy statement provides crucial insights into BrightView Holdings' corporate governance and capital structure. The most significant aspect is the detailed disclosure of One Rock Capital Partners' substantial influence, stemming from their $500 million Series A Preferred Stock investment in August 2023. This investment grants One Rock 36.5% beneficial ownership (as-converted) and the contractual right to designate two directors, fundamentally reshaping the company's ownership and board dynamics. The preferred stock also carries a 7% cumulative dividend, representing a material ongoing financial obligation. Additionally, the filing outlines the company's executive compensation framework, which delivered a 112% bonus payout for Fiscal 2025, reflecting strong financial performance including record Adjusted EBITDA. Investors should note the shift in major shareholder influence and the financial implications of the preferred stock.