KPS Capital Partners, LP entered into a definitive stock and asset purchase agreement to acquire Substantially All Assets of Briggs & Stratton Corporation (NYSE:BGG) for approximately $550 million on July 19, 2020. Under the terms of the agreement, KPS Capital Partners will acquire substantially all of the assets of Briggs & Stratton, including equity of foreign subsidiaries and assume certain customer, employee and vendor liabilities, and it would act as the stalking-horse bidder through a court-supervised sale process. KPS Capital Partners has also agreed to invest $265 million in a FILO tranche of Briggs & Stratton's Debtor in Possession ("DIP") financing to support the Briggs & Stratton's operations. To execute the stock and asset purchase agreement KPS Capital Partners, LP will deposit, immediately following the execution of the agreement, $55 million to be held in escrow. On September 18, 2020, Briggs & Stratton Corporation and KPS Capital Partners, LP entered into that certain Amendment No. 1 to the stock and asset purchase agreement which amended certain nonmaterial provisions of the agreement including providing a reimbursement mechanism related to the payment of severance and vacation pay owed to certain union hourly employees, an agreement by certain parties, in satisfaction of KPS Capital Partners, LP’s closing condition, to enter into an agreement under which the Pension Benefit Guaranty Corporation shall have released the Debtors, any purchaser of assets and any Acquired Entities and the Briggs & Stratton Corporation Pension Plan and in consideration of the PBGC Release, the agreement of KPS Capital Partners, LP or one of its affiliates to assume sponsorship of, and all assets and rights related to, the cash balance plan and to make a contribution in the amount of $1.6 million to the cash balance plan within seven days following the closing in exchange for a reduction in the cash purchase price of $1.6 million. In a different transaction, Wells Fargo has agreed to continue to provide financing to support Briggs & Stratton's customers under KPS Capital Partners' ownership, and a syndicate of banks including Wells Fargo, Bank of America, BMO Harris Bank and PNC Business Credit has committed to provide exit financing to Briggs & Stratton. On September 21, 2020, effective upon consummation of the Sale and the transfer of the Briggs & Stratton Corporation’s business to KPS Capital Partners, LP, each of Todd J. Teske, Chairman, President and Chief Executive Officer, Mark A. Schwertfeger, Senior Vice President and Chief Financial Officer, David J. Rodgers, Senior Vice President Corporate Development & President - Job Site, William H. Reitman, Senior Vice President Sales - Americas Turf & Consumer Products, and Harold L. Redman, Senior Vice President and President - Turf & Consumer Products, terminated his employment with Briggs & Stratton Corporation as each transitioned to a comparable role with KPS Capital Partners, LP. The financings are subject to completion of the acquisition and customary closing conditions and approval by the Bankruptcy Court. The sale agreement is subject to higher or better bids from other potential purchasers and receipt of anti-trust approval. As on August 4, Federal Trade Commission granted early termination notice for the transaction. On August 18, 2020, a U.S. Bankruptcy Court Judge Barry Schermer in St. Louis approved Briggs & Stratton’s proposal for a fast-track sale of the company and also approved several key dates in the proposed Briggs and KPS schedule but delayed the sale hearing by four days until September 15, 2020. Both Briggs and KPS sought an auction process where bids would be due by August 28, 2020, an auction conducted on September 1, 2020, if any bids exceeded the one from KPS, and finally a sale would be approved by September 11, 2020. Generac Power Systems may submit a bid for this acquisition. As of September 14, 2020, Briggs & Stratton has received all the foreign anti-trust approvals it needs to proceed. No proceeds from the Sale will be distributed to the Briggs & Stratton Corporation shareholders. As of September 15, 2020 the Bankruptcy Court approved the sale of substantially all of the assets of the Debtors pursuant to Section 363 of the Bankruptcy Code. The transaction is expected to close by fourth quarter of 2020. As of September 14, 2020, the transaction is expected to close by September 25, 2020. Weil, Gotshal & Manges LLP, Foley & Lardner LLP, and Carmody MacDonald P.C. are acting legal advisors to Briggs & Stratton. Ernst & Young and Houlihan Lokey Capital, Inc., are serving as financial advisors to Briggs & Stratton. Joshua Kogan, Melissa Hutson, Yuli Wang, Chad Husnick, Gregory Pesce and Benjamin Schreiner of Kirkland & Ellis LLP acted as legal advisors to KPS Capital Partners.