BrightView Holdings, Inc entered into an Investment Agreement issued 500,000 shares of the Series A Convertible Preferred Stock, par value $0.01 per share, for an aggregate purchase price of $500 million on August 28, 2023. The transaction included participation of Birch Equity Holdings, LP, a Delaware limited partnership, and Birch-OR Equity Holdings, LLC. The Series A Preferred Stock are entitled to a dividend at the rate of 7.0% per annum, compounding quarterly.

The Series A Preferred Stock is convertible, in whole or in part, at the option of the holders upon the later of (i) the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and (ii) the twentieth calendar day following the mailing of the Information Statement to the holders of common stock into shares of common stock at an initial conversion price of approximately $9.44 per share of Series A Preferred Stock and an initial conversion rate of 105.9322 shares of common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments as set forth in the certificate of designations; provided that if by the date that is six months after the closing date, the applicable waiting period under the HSR Act has not expired or twenty calendar days have not passed since the mailing of the Information Statement to the holders of Common Stock, then from and after the date that is six months after the closing date, if the applicable waiting period under the HSR Act has not expired, the Conversion/Voting Condition shall be deemed satisfied with respect to the exercise by a holder of any conversion rights that is below the applicable threshold requiring clearance under the HSR Act and if the applicable waiting period under the HSR Act has expired, but twenty calendar days have not passed since the mailing of the Information Statement to the holders of common stock, the Conversion/Voting condition shall be deemed satisfied with respect to the exercise by a holder of any conversion rights that would result in the holder holding up to 25% of the then issued and outstanding common stock. The issuance of shares of Common Stock upon conversion of the Series A Preferred Stock were approved by the Board on August 25, 2023, Section 312.03(d) of the New York Stock Exchange Listed Company manual requires stockholder approval for transactions that the New York Stock Exchange. The Investors will also be restricted from transferring the Series A Preferred Stock or any shares of Common Stock issued on conversion of the Series A Preferred Stock until the twelve month anniversary of the closing date.

The Company shall issue, sell and deliver to Birch Holdings an aggregate amount of 165,962 shares of Series A Preferred Stock and (y) Birch-OR an aggregate amount of 334,038 shares of Series A Preferred Stock for a purchase price of $500,000,000 to be paid by wire transfer of immediately available funds to a bank account previously designated by the company.