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Item 7.01.
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Regulation FD Disclosure.
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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”).
On October 9, 2020, the Debtors filed the Joint Chapter 11 Plan of In re Briggs & Stratton Corporation and Its Affiliated Debtors (the “Plan”) and the related disclosure statement (the “Disclosure Statement”) with the
Bankruptcy Court. The Plan and Disclosure Statement are subject to approval by the Bankruptcy Court. Once the Disclosure Statement is approved by the Bankruptcy Court, the Plan will be solicited for approval by a vote of certain of the Company’s
creditors, as described in the Disclosure Statement and the Plan. Capitalized terms used but not otherwise defined in this Current Report on Form 8-K have the meanings ascribed to them in the Plan or Disclosure Statement, as applicable.
The Debtors intend to proceed expeditiously to commence the mailing of ballots and other solicitation materials (the “Solicitation Materials”) concerning the Plan
upon the Bankruptcy Court’s approval of the Disclosure Statement. A hearing to consider approval of the Disclosure Statement is scheduled before the Bankruptcy Court on November 9, 2020 at 10:00 a.m. (Central Time). There can be no assurance that
the Debtors’ stakeholders will accept the Plan or that the Bankruptcy Court will approve the Disclosure Statement or confirm the Plan.
The Plan will become effective if the Plan receives the requisite approval from holders of claims entitled to vote on the Plan, the Bankruptcy Court enters an order
confirming the Plan, and the conditions to the effectiveness of the Plan, as stated therein, are satisfied or waived in accordance with the Plan’s terms. Following the effectiveness of the Plan, the Plan provides for, among other things, (i) the
shares of common stock of the Company to be canceled for no consideration, (ii) one new share of common stock of the Company to be issued to a person or entity (the “Plan Administrator”), and (iii) the Plan Administrator to oversee the process
to sell, abandon, wind down, dissolve, liquidate or distribute any remaining assets of the Debtors’ Estates in accordance with the Plan, including, if applicable, the transfer of all or part of the assets of the Debtors’ Estates to a liquidating
trust.
The Disclosure Statement further provides that the Company will file a Form 15 with the Securities and Exchange Commission (the “SEC”) to deregister shares of its
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, as soon as possible, which the Company believes will be on
or around the Effective Date. 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.
The Plan and Disclosure Statement, 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 will also be 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 Plan.
Information contained in the Plan and the Disclosure Statement is subject to change, whether as a result of amendments or supplements to the Plan, third-party
actions, or otherwise, and should not be relied upon by any party. The foregoing description of the Plan and Disclosure Statement does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan and
Disclosure Statement, copies of which are filed as Exhibit 99.1 and 99.2 hereto and are 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 Exhibits
99.1 and 99.2, 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.
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.