UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~October 186, 2020

BRIGGS & STRATTON CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	1001-~~1370~~01370	39-0182330
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12301 West Wirth Street, Wauwatosa, Wisconsin 53222

(Address of principal executive offices)

(414) 259-5333

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act*:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (par value $0.01 per share)	BGGSQ	N/A

* On August 4, 2020, a Form 25 relating to the delisting and deregistration under Section 12(b) of the Act of the registrant’s common stock was filed by the New York Stock Exchange. The registrant’s common stock trades on the OTC Pink Market.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets

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, effective July 19, 2020, the Company, Billy Goat Industries, Inc., Allmand Bros., Inc., Briggs & Stratton International, Inc. and Briggs & Stratton Tech, LLC (collectively with the Company, “Sellers”) entered into a stock and asset purchase agreement (as may be amended, supplemented or otherwise modified from time to time, the “SAPA”) with Bucephalus Buyer, LLC (“Buyer”), a newly formed affiliate of KPS Capital Partners, LP. Pursuant to the terms of the SAPA, Sellers agreed to sell to Buyer (i) all or substantially all of Sellers’ assets and (ii) Sellers’ equity interests in certain of Sellers’ subsidiaries and Sellers’ equity interests in certain joint ventures, and Buyer agreed to assume certain of Sellers’ liabilities for a cash purchase price of $550,000,000, subject to certain customary purchase price adjustments (the “Sale”).

On September 18, 2020, Sellers and Buyer entered into that certain Amendment No. 1 to the SAPA (the “SAPA Amendment”), which amended certain nonmaterial provisions of the SAPA, including providing for, among other things, (i) a reimbursement mechanism related to the payment of severance and vacation pay owed to certain union hourly employees and (ii) an agreement by certain parties, in satisfaction of Buyer’s closing condition, to enter into an agreement under which the Pension Benefit Guaranty Corporation shall have released the Debtors, any purchaser of Debtors’ assets and any Acquired Entities (as defined in the SAPA) from any liability, and all assets of such purchaser and the Acquired Entities of any liens, related to the Briggs & Stratton Corporation Cash Balance Retirement Plan (the “Cash Balance Plan”) and the Briggs & Stratton Corporation Pension Plan (the “PBGC Release”), and (iii) in consideration of the PBGC Release, the agreement of Buyer 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 $1,600,000 to the Cash Balance Plan within seven days following the Closing (as defined in the SAPA), in exchange for a reduction in the Cash Purchase Price (as defined in the SAPA) of $1,600,000.

On September 15, 2020, the Bankruptcy Court entered an order authorizing the Sale pursuant to Section 363 of the Bankruptcy Code (the “Sale Order”). On September 21, 2020, Sellers consummated the transactions contemplated by the SAPA, thereby completing the disposition of substantially all of the Debtors’ assets. As previously disclosed in a Form 12b-25 filed on September 14, 2020 (the “Form 12b-25”) with the Securities and Exchange Commission (the “SEC”), the Company expects that no proceeds from the Sale will be distributed to the Company’s shareholders.

Proceeds from the Sale were used in part to repay the Company’s obligations under the Senior Secured Debtor-in-Possession Revolving and Term Credit Agreement, dated as of July 22, 2020 (the “DIP Credit Agreement”), among the Company, the other borrowers party thereto from time to time, the Revolving Lenders party thereto from time to time, the DIP Term Lenders party thereto from time to time, the Issuing Banks party thereto from time to time and JPMorgan Chase Bank, N.A., as the Administrative Agent, the Collateral Agent and the Australian Security Trustee. (Capitalized terms used above have the meaning given to them in the DIP Credit Agreement.) Following such repayment, the DIP Credit Agreement was terminated (other than those provisions that survive pursuant to the terms of the DIP Credit Agreement or the Sale Order).

The foregoing description of the SAPA does not purport to be complete and is subject to, and qualified in its entirety by the full text of the SAPA, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K that was filed by the Company with the SEC on July 20, 2020, which is incorporated herein by reference.

Item 3.03. Material Modification of Rights of Security Holders.

The information set forth under Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 21, 2020, effective upon consummation of the Sale and the transfer of the Company’s business to Buyer, 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 the Company as each transitioned to a comparable role with Buyer.

As previously disclosed in the Form 12b-25, the Company’s remaining business will be managed, overseen and wound down predominantly through services provided under a transition services agreement with Buyer and by outside advisers engaged by the Company. In addition, Mr. Teske will retain the office of Chairman, President, Chief Executive Officer and Treasurer of the Company and Kathryn M. Buono will continue as Vice President and Secretary of the Company to support those efforts.

Item 7.01.

Regulation FD Disclosure.

OnAs ~~September~~previously 20disclosed, ~~2020,~~on ~~the Company filed its monthly operating report for the period beginning~~ July 20, 2020, ~~and~~Briggs ~~ending~~& ~~August~~Stratton ~~23,~~Corporation ~~2020~~ (the “~~Monthly Operating Report~~Company”) ~~with the Bankruptcy Court. The Monthly Operating Report is attached hereto as Exhibit 99.1~~ and iscertain ~~incorporated~~of ~~herein~~its bysubsidiaries ~~reference.~~(collectively, ~~The Monthly Operating Report and other filings with~~ the “Debtors”) ~~Bankruptcy~~filed ~~Court~~voluntary ~~related~~petitions to (the “Chapter 11 Cases”) ~~are~~for ~~available~~relief atunder achapter ~~website administered~~11 byof ~~the~~title ~~Company’s~~11 ~~noticing~~of ~~and~~the ~~claims~~United ~~agent,~~States ~~Kurtzman~~Code ~~Carson~~(the ~~Consultants~~“Bankruptcy ~~LLC,~~Code”) atin ~~http://www.kccllc.net/Briggs.~~the ~~The~~United ~~information~~States ~~set~~Bankruptcy ~~forth~~Court infor ~~Item~~Eastern ~~7.01~~District of ~~this~~Missouri ~~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~~“Bankruptcy Court”).

InOn ~~accordance~~October ~~with~~9, ~~General~~2020, ~~Instruction~~the ~~B.2~~Debtors offiled ~~Form 8-K,~~ the ~~information~~Joint ~~being~~Chapter ~~furnished~~11 ~~under~~Plan ~~this~~of In ~~Item~~re ~~7.01~~Briggs of& ~~this~~Stratton ~~Current~~Corporation ~~Report~~and onIts ~~Form 8-K, including~~Affiliated ~~Exhibit~~Debtors ~~99.1,~~(the ~~shall~~“Plan”) ~~not~~and bethe ~~deemed~~related todisclosure bestatement (the “~~filed~~Disclosure Statement”) ~~for~~with ~~purposes of~~the ~~Section 18~~ Bankruptcy ofCourt. ~~the~~The ~~Securities~~Plan ~~Exchange~~and ~~Act~~Disclosure ofStatement ~~1934,~~are assubject ~~amended~~to (approval by the ~~“Exchange~~Bankruptcy ~~Act”),~~Court. orOnce ~~otherwise~~the ~~subject~~Disclosure toStatement ~~the~~is ~~liabilities~~approved ofby ~~that~~the ~~section~~Bankruptcy Court, ~~nor~~the ~~shall~~Plan itwill be ~~deemed~~solicited ~~incorporated~~for approval by ~~reference~~a ~~into~~vote ~~any~~of ~~registration~~certain ~~statement~~of orthe ~~other~~Company’s creditors, ~~document~~as ~~filed~~described by in the ~~Company~~Disclosure ~~under~~Statement and the ~~Securities~~Plan. ~~Act~~Capitalized ofterms ~~1933,~~used asbut ~~amended,~~not orotherwise ~~the~~defined ~~Exchange~~in ~~Act,~~this ~~except~~Current asReport ~~expressly~~on ~~set~~Form ~~forth~~8-K byhave ~~specific~~the ~~reference~~meanings ascribed to them in ~~such~~the ~~filing~~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.

~~Cautionary~~Item ~~Statement~~8.01. ~~about~~Other ~~the Monthly Operating Report~~Events

~~The~~As ~~Company~~previously ~~cautions~~disclosed, ~~investors~~on ~~and~~May ~~potential~~12, ~~investors~~2010, ~~not~~Exmark toManufacturing ~~place~~Company, ~~undue~~Inc. ~~reliance~~(“Exmark”) ~~upon~~filed ~~the~~a ~~information~~lawsuit ~~contained~~against inBriggs ~~the~~& ~~Monthly~~Stratton ~~Operating~~Power Products ~~Report~~Group, ~~which~~LLC ~~was~~alleging ~~not~~that ~~prepared~~certain ~~for~~Ferris® ~~the~~and ~~purpose~~Snapper ofPro® ~~providing~~mower ~~the~~decks ~~basis~~infringed ~~for~~ an ~~investment~~ ~~decision~~Exmark ~~relating~~mower todeck ~~any~~patent of(with ~~the~~subsequent ~~securities~~pleadings, ofproceedings, and appeals, the ~~Company~~“Exmark Litigation”). On ~~The~~December ~~Monthly~~20, ~~Operating~~2018, ~~Report~~the isUnited ~~limited~~States inDistrict Court ~~scope,~~for ~~covers~~the aDistrict ~~limited~~of ~~time~~Nebraska (the ~~period~~“District ~~and~~Court”) ~~has~~entered ~~been~~judgment ~~prepared~~against ~~solely~~the ~~for~~Company ~~the~~and ~~purpose~~in favor of ~~complying~~Exmark ~~with~~in the ~~monthly~~amount ~~reporting~~of ~~requirements~~$14.4 ~~of the~~million ~~Bankruptcy~~in ~~Court~~compensatory damages, an additional $14.4 ~~The~~million ~~Monthly~~in ~~Operating~~enhanced ~~Report~~damages, ~~was~~as ~~not~~well ~~audited~~as orpre- ~~reviewed~~and post-judgment byinterest ~~independent~~and ~~accountants,~~costs. The ~~was~~District ~~not~~Court ~~prepared~~awarded $6 million in ~~accordance~~pre-judgment ~~with~~interest ~~generally~~as ~~accepted~~well ~~accounting~~as ~~principles~~post-judgment ininterest ~~the~~after ~~United~~December ~~States~~19, is2018 inand acosts ~~format~~to ~~prescribed~~be bydetermined. ~~applicable bankruptcy~~The ~~laws~~Company orfiled ~~rules,~~its ~~and~~notice isof ~~subject~~appeal toon ~~future~~May ~~adjustment~~14, 2019 and appealed ~~reconciliation~~to the U.S. ~~There~~Court ~~can~~of beAppeals nofor ~~assurance~~the ~~that,~~Federal ~~from~~Circuit (the ~~perspective~~“Federal ofCircuit”) anthe ~~investor~~District orCourt’s ~~potential~~construction ~~investor~~of incertain ~~the~~claims ~~Company~~of Exmark’s ~~securities~~patent, ~~the~~grant ~~Monthly~~of ~~Operating~~summary ~~Report~~judgment ismotions ~~complete.~~filed ~~Results set~~by ~~forth~~Exmark, inand alteration of the ~~Monthly~~pre-judgment interest ~~Operating~~rate ~~Report~~following ~~should~~the ~~not~~second betrial. Oral ~~viewed~~argument ason ~~indicative~~the ofappeal ~~future~~occurred ~~results~~on May 5, 2020.

In connection with the Exmark Litigation, before the appeal, the Company and Fidelity and Deposit Company of Maryland & Zurich American Insurance Company (the “Surety”) posted a supersedeas bond of $34,724,235.48 with the District Court (the “Appeal Bond”). The Surety holds cash collateral and letters of credit totaling approximately $34,727,235, posted by the Company, as collateral which may be used to pay any amounts deemed by the Surety to be owed to Exmark by the Company on appeal. Pursuant to the Appeal Bond, the Company and the Surety are jointly and severally liable for the total amount of the final judgment (whether affirmed or modified on appeal) plus any additional post-judgment interest accrued since entry of the final judgment and any costs or other amounts awarded to Exmark on appeal (the “Total Amount”); however, the Surety would not be liable to Exmark for any portion of the Total Amount exceeding the amount provided for pursuant to the Appeal Bond. By its terms, the obligations under the Appeal Bond would be void if the District Court’s judgment were vacated or otherwise set aside in its entirety. The Debtors expect that if Exmark calls upon the Appeal Bond to satisfy its judgment, the Surety will be entitled to the collateral posted by the Company on account of the Appeal Bond. However, if the Appeal Bond becomes void, the cash collateral would be released to the Company

Subsequent to the oral argument, on July 20, 2020, the Debtors’ filing of the Chapter 11 Cases triggered an automatic stay of the Exmark Litigation. On August 21, 2020, the Debtors filed a motion to lift the automatic stay so that the Federal Circuit could issue a ruling in the Exmark appeal (the “Exmark Lift Stay Motion”). On September 18, 2020, the Bankruptcy Court entered an order granting the Exmark Lift Stay Motion. On October 6, 2020, the Federal Circuit entered a decision affirming the District Court’s decision. The Debtors are evaluating what, if any, steps to take in the Exmark Litigation in light of the foregoing decision.

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 Plan and Disclosure Statement, including the timing of the filing by the Company of a Form 15 with the SEC, the anticipated mailing date of the Solicitation Materials, 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 ~~proposed~~Plan ~~plan of liquidation~~ 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 ~~Bankruptcy~~the ~~Court~~requisite ~~confirmation~~vote of ~~the~~creditors ~~proposed~~to ~~plan~~approve ofthe ~~liquidation~~Plan asor ~~proposed~~Bankruptcy byCourt confirmation of the ~~Company~~Plan; the uncertainty as to when or whether the effective date of the ~~proposed~~Plan ~~plan of liquidation~~ 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 Disclosure Statement included as Exhibit 99.2 ~~The~~to this Current Report on Form 8-K. 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.

b) Pro Forma Financial Information.

The Company is currently unable to prepare pro forma financial information reflecting the transaction described in Item 2.01 of this Current Report without unreasonable effort or expense, and therefore such information is not reasonably available to the Company within the meaning of Rule 12b-21 under the Exchange Act. As a debtor-in-possession under the Bankruptcy Code, the Company files monthly operating reports with the Bankruptcy Court, which reports include financial statements that are limited in scope and prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Company cautions investors and potential investors not to place undue reliance upon the information contained in the monthly operating reports, which are not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company.

(d)	Exhibits. The exhibit listed in the Exhibit Index below is filed as part of this report.

EXHIBIT INDEX

Exhibit No.	Description
99.1	~~Monthly~~Joint ~~Operating~~Chapter ~~Report,~~11 ~~for~~Plan ~~the~~of ~~period~~Briggs ~~covering~~& ~~July~~Stratton ~~20,~~Corporation ~~2020~~and ~~through~~Its ~~August~~Affiliated 23Debtors, ~~2020,~~dated ~~filed~~October ~~with~~9, ~~the United States Bankruptcy Court for Eastern District of Missouri~~2020.
99.2	Disclosure Statement for Joint Chapter 11 Plan of Briggs & Stratton Corporation and Its Affiliated Debtors, dated October 9, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRIGGS & STRATTON CORPORATION

Date: ~~September~~October 2113, 2020 By: /s/ Kathryn M. Buono

	Kathryn M. Buono
	Vice President & Secretary

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