Item 8.01 Other Events.
As previously disclosed, on July 20, 2020, Briggs & Stratton Corporation (the
"Company") and certain of its subsidiaries (collectively, the "Debtors") filed
voluntary petitions (the "Chapter 11 Cases") for relief under chapter 11 of
title 11 of the United States Code (the "Bankruptcy Code") in the United States
Bankruptcy Court for Eastern District of Missouri (the "Bankruptcy Court").
In connection with the Chapter 11 Cases, as previously disclosed, the Debtors
filed the Second Amended Joint Chapter 11 Plan of In re Briggs & Stratton
Corporation and Its Affiliated Debtors (the "Second Amended Plan") and an
amended disclosure statement (the "Amended Disclosure Statement") with the
Bankruptcy Court. As previously disclosed, the Amended Disclosure Statement was
approved by Bankruptcy Court on November 10, 2020, and, on December 18, 2020,
the Bankruptcy Court confirmed the Second Amended Plan. On January 6, 2021 (the
"Effective Date"), the Second Amended Plan became effective in accordance with
its terms. Capitalized terms used but not otherwise defined in this Current
Report on Form 8-K have the meanings ascribed to them in the Second Amended
Plan.
Pursuant to and subject to the terms of the Second Amended Plan, on the
Effective Date, among other things: (i) all existing shares of common stock, par
value $0.01 per share (the "Existing Common Stock"), of the Company were
canceled for no consideration, and (ii) one new share of common stock of the
Company was issued to Alan Halperin, solely in his capacity as the Plan
Administrator appointed under the Second Amended Plan as representative of the
Wind-Down Estates (the "Plan Administrator"), to hold in trust as custodian for
the benefit of the former holders of Equity Interests. Upon the Effective Date,
in accordance with the Second Amended Plan, the directors serving on the
Company's board of directors were deemed to be replaced and the Company's
remaining officers were automatically removed. In accordance with the Second
Amended Plan, the Plan Administrator will oversee the process to sell, abandon,
wind down, dissolve, liquidate or distribute any remaining assets of the
Wind-Down Estates, including, if applicable, the transfer of all or part of the
assets of the Wind-Down Estates to a liquidating trust.
The description of the Second Amended Plan herein does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Second Amended Plan set forth in Exhibit 99.1 to the Company's Current Report on
Form 8-K filed on December 21, 2020 with the U.S. Securities and Exchange
Commission (the "SEC"), and incorporated by reference herein to this Current
Report on Form 8-K.
In the near term, the Company will file a Form 15 with the SEC to deregister the
Existing Common Stock under Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and to suspend its reporting obligations
under Section 15(d) of the Exchange Act. Upon filing the Form 15, the Company's
obligations to file certain reports and forms with the SEC, including Forms
10-K, 10-Q and 8-K, will be immediately suspended.
Following deregistration of the Existing Common Stock, the Company does not plan
to post current information with OTC or otherwise make it publicly available,
and therefore does not expect that the Existing Common Stock will be eligible
for quotation on the OTC Pink Market. Following the filing of the Form 15,
shares of the Existing Common Stock may continue to be quoted on the OTC Pink
Market for a limited period, contingent on, among other things, market makers'
demonstrating continued interest. However, there is no assurance that trading in
the Existing Common Stock will continue on the OTC Pink Market or any other
medium.
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Bankruptcy Court filings and other information related to the Chapter 11 Cases
are available at a website administered by the Company's noticing and claims
agent, Kurtzman Carson Consultants LLC, at http://www.kccllc.net/Briggs.
The Company expects that the holders of the Existing Common Stock will
experience a complete loss of their investment and therefore cautions against
trading in the Company's equity securities.
Cautionary Statement on Forward-Looking Statements
Various statements in this Current Report on Form 8-K, including those that
express a belief, expectation or intention, as well as those that are not
statements of historical fact, are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company's actual results may
differ materially from those anticipated in these forward-looking statements as
a result of certain risks and other factors, which include the following: risks
and uncertainties relating to the Chapter 11 Cases and the Wind-Down, including
but not limited to, the terms of and transactions contemplated by the Second
Amended Plan and the Amended Disclosure Statement, including the timing of the
filing by the Company of a Form 15 with the SEC, the Company's ability to obtain
Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, the
effects of the Chapter 11 Cases on the Company and on the interests of various
constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome
of the Chapter 11 Cases in general, the duration of the Chapter 11 Cases, risks
associated with third-party motions in the Chapter 11 Cases, and the Company's
ability to realize proceeds from remaining assets; risks related to the trading
of the Existing Common Stock on the OTC Pink Market, particularly because the
Second Amended Plan provides that there will not be sufficient funds or other
assets to allow holders of the Existing Common Stock to receive any distribution
of value in respect of their equity interests; as well as other risk factors set
forth in the Amended Disclosure Statement included as Exhibit 99.2 to the
Current Report on Form 8-K filed with the SEC on November 9, 2020. The Company
therefore cautions readers against relying on these forward-looking statements.
All forward-looking statements attributable to the Company or persons acting on
the Company's behalf are expressly qualified in their entirety by the foregoing
cautionary statements. All such statements speak only as of the date made, and,
except as required by law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
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