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").
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 Securities and Exchange Commission
(the "SEC").
On November 20, 2020, the Company filed its monthly operating report for the
period beginning September 28, 2020 and ending October 25, 2020 (the "Monthly
Operating Report") with the Bankruptcy Court. The Monthly Operating Report is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. The
Monthly Operating Report and other filings with the Bankruptcy Court 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 information set forth in Item 7.01 of this
Current Report on Form 8-K will not be deemed an admission as to the materiality
of any information required to be disclosed solely by Regulation FD.
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 Securities Exchange Act of 1934, as amended (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.
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.
Item 8.01. Other Events
On November 20, 2020, in connection with the Exmark Litigation (as defined and
described in the Company's Current Report on Form 8-K filed on October 13, 2020
with the SEC (the "October 13 8-K")), the Company and Exmark Manufacturing
Company, Inc. ("Exmark") entered into a settlement agreement, pursuant to which:
(i) the Company agreed to pay Exmark $33,650,000 (the "Settlement Amount") upon
approval of the settlement by the Bankruptcy Court, (ii) payment of the
Settlement Amount will be deemed to fully satisfy the judgment of the U.S.
District Court for the District of Nebraska against the Company (which was
affirmed by the U.S. Court of Appeals for the Federal Circuit), (iii) the
Company and Exmark shall release all claims against the other party as it
relates to the Exmark Litigation, and (iv) Exmark shall release the Appeal Bond
(as defined in the October 13 8-K).
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Cautionary Statement about the Monthly Operating Report
The Company cautions investors and potential investors not to place undue
reliance upon the information contained in the Monthly Operating Report, which
was not prepared for the purpose of providing the basis for an investment
decision relating to any of the securities of the Company. The Monthly Operating
Report is limited in scope, covers a limited time period and has been prepared
solely for the purpose of complying with the monthly reporting requirements of
the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed
by independent accountants, was not prepared in accordance with generally
accepted accounting principles in the United States, is in a format prescribed
by applicable bankruptcy laws or rules, and is subject to future adjustment and
reconciliation. There can be no assurance that, from the perspective of an
investor or potential investor in the Company's securities, the Monthly
Operating Report is complete. Results set forth in the Monthly Operating Report
should not be viewed as indicative of future results.
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 and
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 Company's Current
Report on Form 8-K filed by the Company on November 9, 2020 with the SEC. 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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