Item 7.01. Regulation FD Disclosure.
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").
As previously disclosed in a Current Report on Form 8-K filed with the
Securities Exchange Commission (the "SEC") on November 9, 2020, the Debtors
filed the Amended Joint Chapter 11 Plan of In re Briggs & Stratton Corporation
and Its Affiliated Debtors (the "Amended Plan") and an amended disclosure
statement (the "Amended Disclosure Statement") with the Bankruptcy Court.
Capitalized terms used but not otherwise defined in this Current Report on Form
8-K have the meanings ascribed to them in the Current Report on Form 8-K filed
by the Company on November 9, 2020 with the SEC.
As contemplated by the Amended Plan, the Company filed a supplement to the
Amended Plan (the "Plan Supplement") with the Bankruptcy Court on December 4,
2020, which includes certain documents related to the Amended Plan and
referenced therein, including, among other things: (i) amended organizational
documents; (ii) the Plan Administrator Agreement (as defined in the Amended
Plan); (iii) a schedule of executory contracts and unexpired leases to be
assumed by the Debtors for wind-down operations; (iv) a disclosure of the
identity and affiliations of the individual to serve on the Debtors' new board
of directors pursuant to section 1129(a)(5) of the Bankruptcy Code; and (v) a
reservation of rights with respect to certain causes of action pursuant to
section 1123(b) of the Bankruptcy Code and section 5.10 of the Amended Plan.
The Plan Supplement, as well as Bankruptcy Court filings and other information
related to the Chapter 11 Cases, are or will be available at a website
administered by the Company's noticing and claims agent, Kurtzman Carson
Consultants LLC, at http://www.kccllc.net/Briggs. The Solicitation Materials are
also available at http://www.kccllc.net/Briggs. This Current Report on Form 8-K
is not intended to be, nor should it be construed as, a solicitation for a vote
on the Amended Plan.
Information contained in the Amended Plan and the Amended Disclosure Statement
is subject to change, whether as a result of amendments or supplements to the
Amended Plan or the Amended Disclosure Statement, third-party actions, or
otherwise, and should not be relied upon by any party. The foregoing description
of the Plan Supplement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Plan Supplement, which is filed as
Exhibit 99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information being
furnished under this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of
the Exchange Act or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference into any registration statement or
other document filed by the Company under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
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The Company expects that equity holders 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, including but not limited
to, the terms of and potential transactions contemplated by the Amended Plan,
the Plan Supplement 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 Company's common stock on the OTC Pink Market,
particularly because the Amended Plan provides that there will not be sufficient
funds or other assets to allow holders of the Company's common stock to receive
any distribution of value in respect of their equity interests; risks relating
to the Company's ability to obtain the requisite vote of creditors to approve
the Amended Plan or Bankruptcy Court confirmation of the Amended Plan; the
uncertainty as to when or whether the effective date of the Amended Plan will
occur as currently expected by the Company; and the risk that the Chapter 11
Cases may be converted to cases under chapter 7 of the Bankruptcy Code; 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The exhibit listed in the Exhibit Index below is filed as part of
this report.
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