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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”).
As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission 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. As previously disclosed, as contemplated by the Amended Plan, on December 4, 2020, the Debtors filed a supplement to the Amended Plan (as amended, the “Plan Supplement”) with the Bankruptcy
Court.
On December 16, 2020, the Debtors filed the Second Amended Joint
Chapter 11 Plan of In re Briggs & Stratton Corporation and Its Affiliated Debtors (the “Second Amended Plan”). The Second Amended Plan reflects, among other things, certain non-material clarifying changes and corrections. On December
18, 2020, the Bankruptcy Court confirmed the Second Amended Plan, subject to certain modifications of the third party releases in section 10.6 of the Second Amended Plan, which are reflected in paragraphs 43 and 44 of the confirmation order (the
“Confirmation Order”). The foregoing descriptions of the Second Amended Plan and the Confirmation Order do not purport to be complete and are qualified in their entirety by reference to the full text of the Second Amended Plan and the Confirmation
Order, copies of which are filed as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.
On December 16, 2020, the Company filed its monthly operating report for the period beginning October 26, 2020 and ending November 22, 2020 (the “Monthly Operating
Report”) with the Bankruptcy Court. The Monthly Operating Report is attached hereto as Exhibit 99.3 and is incorporated herein by reference. The Monthly Operating
Report, the Second Amended Plan 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 Exhibits
99.1 and 99.2, 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.
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 Second Amended Plan, the Plan Supplement 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 Second 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;
the uncertainty as to when or whether the effective date of the Second 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.