BrightView Holdings, Inc.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains “forward-looking statements” within the meaning of the safe harbor provision of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts included in this Form 10¬Q, including statements concerning our plans, objectives, goals, beliefs, business outlook, business trends, expectations regarding our industry, strategy, future events, future operations, future liquidity and financial position, future revenues, projected costs, prospects, plans and objectives of management and other information, may be forward-looking statements.

Words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, or guarantees of future performance and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved, and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-Q. Such risks, uncertainties and other important factors that could cause actual results to differ include, among others, the risks, uncertainties and factors set forth under the heading “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Some of the key factors that could cause actual results to differ from our expectations include risks related to:

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competitive industry pressures;

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our ability to preserve long-term customer relationships;

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a determination by customers to reduce their outsourcing or use of preferred vendors;

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inconsistent practices and the operating results of individual branches;

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our ability to implement our business strategies and achieve our growth objectives;

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impacts of future acquisitions or other strategic transactions;

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the possibility that costs or difficulties related to the integration of acquired businesses’ operations will be greater than expected and the possibility that integration efforts will disrupt our business and strain management time and resources;

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the potential impacts on revenues and our financial condition caused by any disposition of assets or discontinuation of lines of business;

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the seasonal nature of our landscape maintenance services;

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our dependence on weather conditions and the impact of severe weather and climate change on our business;

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disruptions in our supply chain and changes in our ability to source adequate supplies and materials in a timely manner;

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changes in general economic conditions can result in delays in construction activities which can adversely affect our development services segment;

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any failure to accurately estimate the overall risk, requirements, or costs when we bid on or negotiate contracts that are ultimately awarded to us and, for such contracts, the ability to collect amounts owed under such contracts;

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the conditions and periodic fluctuations of the new commercial construction sector, as well as spending on repair and upgrade activities;

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the level, timing and location of snowfall;

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our ability to retain or hire our executive management and other key personnel;

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our ability to attract, retain and maintain positive relations with workers;

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any failure to properly verify employment eligibility of our employees;

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the liability exposure from our use of subcontractors to perform work under certain customer contracts;

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our recognition of future impairment charges;

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laws and governmental regulations, including those relating to employees, wage and hour, immigration, human health, safety, transportation and the associated financial impact of such regulations;

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environmental, health and safety laws and regulations, including laws pertaining to the use of pesticides, herbicides and fertilizers, or liabilities thereunder, as well as the related risk of potential litigation;

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the distraction and impact caused by litigation, of adverse litigation judgments and settlements resulting from legal proceedings;

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tax increases and changes in tax rules;

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any increase in on-job accidents involving employees;

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any failure, inadequacy, interruption, security failure or breach of our information technology systems;

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compliance with data privacy regulations;

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our ability to adequately protect our intellectual property;

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any adverse consequences of our substantial indebtedness;

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increases in interest rates governing our variable rate indebtedness increasing the cost of servicing our substantial indebtedness;

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risks related to counterparty credit worthiness or non-performance of the derivative financial instruments we utilize;

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restrictions within our debt agreements that limit our flexibility in operating;

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our ability to generate sufficient cash flow to satisfy our significant debt service obligations;

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the incurrence of substantially more debt, including off-balance sheet financing, contractual obligations and general and commercial liabilities;

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any failure to extend credit under our facility or reduce the borrowing base under our Revolving Credit Facility;

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any future sales, or the perception of future sales, by us or our affiliates, which could cause the market price for our common stock to decline;

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the ability of KKR and One Rock to exert significant influence over us;

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anti-takeover provisions in our organizational documents that could delay or prevent a change in control;

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the authorization of our Board of Directors to issue and designate shares of our preferred stock in additional series without stockholder approval;

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the fact that the holders of our Series A Preferred Stock may have different interests from and vote their shares in a manner deemed adverse to, holders of our common stock;

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the dividend, liquidation, and redemption rights of the holders of our Series A Preferred Stock;

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our certificate of incorporation restricting all stockholder litigation matters to the Court of Chancery of the State of Delaware and the federal district courts of the United States of America;

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general business, economic, and financial market conditions;

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increases in raw material costs, fuel prices, wages and other operating costs, and changes in our ability to source adequate supplies and materials in a timely manner;

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occurrence of natural disasters, terrorist attacks, global health emergencies and other external events;

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heightened inflation, geopolitical conflicts, recession, financial market disruptions, trade policies and tariffs, and other economic conditions;

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environmental, social and governance matters and/or our reporting of such matters;

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significant changes in our stock price and its ability for resale;

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securities analysts’ reports about our business or their downgrade of our stock or sector;

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maintaining effective internal controls; and

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costs and requirements imposed as a result of maintaining compliance with the requirements of being a public company.

We caution you that the risks, uncertainties, and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits, or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances, any change in assumptions, beliefs or expectations or any change in circumstances upon which any such forward-looking statements are based, except as required by law.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.