Date of Report
(Date of earliest
event reported):
|
|
|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
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))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
Item 7.01. |
Regulation FD Disclosure.
|
Item 8.01.
|
Other Events
|
Item 9.01. |
Financial Statements and Exhibits.
|
(d) |
Exhibits. The exhibit listed in the Exhibit Index below is filed as part of this report.
|
Exhibit No.
|
Description
|
Joint Chapter 11 Plan of Briggs & Stratton Corporation and Its Affiliated Debtors, dated October 9, 2020.
|
|
Disclosure Statement for Joint Chapter 11 Plan of Briggs &
Stratton Corporation and Its Affiliated Debtors, dated October 9, 2020.
|
BRIGGS & STRATTON CORPORATION
|
|
Date: October 13, 2020
|
By:
|
/s/ Kathryn M. Buono
|
Kathryn M. Buono
|
|
Vice President & Secretary
|
§
|
Chapter 11
|
|
In re:
|
§
|
|
§
|
Case No. 20-43597-399
|
|
BRIGGS & STRATTON
|
§
|
|
CORPORATION, et al.,1
|
§
|
(Jointly Administered)
|
§
|
||
Debtors.
|
§
|
WEIL, GOTSHAL & MANGES LLP
Ronit J. Berkovich
Debora A. Hoehne
Martha E. Martir
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
|
CARMODY MACDONALD P.C.
Robert E. Eggmann
Christopher J. Lawhorn
Thomas H. Riske
120 S. Central Avenue, Suite 1800
St. Louis, Missouri 63105
Telephone: (314) 854-8600
Facsimile: (314) 854-8660
|
Attorneys for Debtors
and Debtors in Possession
|
Dated:
|
October 9, 2020
|
1
|
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number are: Briggs & Stratton Corporation (2330), Billy Goat
Industries, Inc. (4442), Allmand Bros., Inc. (4710), Briggs & Stratton International, Inc. (9957), and Briggs & Stratton Tech, LLC (2102). The address of the Debtors’ corporate headquarters is 12301 West Wirth Street, Wauwatosa,
Wisconsin 53222.
|
SECTION 1.
|
DEFINITIONS AND INTERPRETATION.
|
1
|
||
SECTION 2.
|
ADMINISTRATIVE EXPENSE AND PRIORITY CLAIMS.
|
11
|
||
|
2.1.
|
Administrative Expense Claims.
|
11
|
|
|
2.2.
|
Fee Claims.
|
11
|
|
|
2.3.
|
DIP Claims.
|
12
|
|
|
2.4.
|
Unsecured Notes Indenture Trustee Fees and Expenses.
|
12
|
|
SECTION 3.
|
CLASSIFICATION OF CLAIMS AND INTERESTS.
|
13
|
||
|
3.1.
|
Classification in General.
|
13
|
|
|
3.2.
|
Summary of Classification.
|
13
|
|
|
3.3. |
Special Provision Governing Unimpaired Claims.
|
14
|
|
|
3.4.
|
Elimination of Vacant Classes.
|
14
|
|
|
3.5.
|
Voting Classes; Presumed Acceptance by Non-Voting Classes.
|
15
|
|
3.6.
|
Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code.
|
15
|
||
SECTION 4.
|
TREATMENT OF CLAIMS AND INTERESTS.
|
15
|
||
|
4.1.
|
Class 1(a) – Priority Tax Claims Against BSC.
|
15
|
|
4.2.
|
Class 1(b) – Priority Tax Claims Against BGI.
|
15
|
||
4.3.
|
Class 1(c) – Priority Tax Claims Against ABI.
|
16
|
||
4.4.
|
Class 1(d) – Priority Tax Claims Against BSI.
|
16
|
||
4.5.
|
Class 1(e) – Priority Tax Claims Against BST.
|
17
|
||
4.6.
|
Class 2(a) – Priority Non-Tax Claims Against BSC.
|
17
|
||
|
4.7.
|
Class 2(b) – Priority Non-Tax Claims Against BGI.
|
18
|
|
|
4.8.
|
Class 2(c) – Priority Non-Tax Claims Against ABI.
|
18
|
|
4.9.
|
Class 2(d) – Priority Non-Tax Claims Against BSI.
|
18
|
||
|
4.10.
|
Class 2(e) – Priority Non-Tax Claims Against BST.
|
19
|
|
|
4.11.
|
Class 3(a) – Other Secured Claims Against BSC.
|
19
|
|
4.12.
|
Class 3(b) – Other Secured Claims Against BGI.
|
20
|
||
|
4.13.
|
Class 3(c) – Other Secured Claims Against ABI.
|
20
|
|
|
4.14.
|
Class 3(d) – Other Secured Claims Against BSI.
|
21
|
|
|
4.15.
|
Class 3(e) – Other Secured Claims Against BST.
|
22
|
|
|
4.16.
|
Class 4(a) – General Unsecured Claims Against BSC.
|
22
|
|
|
4.17.
|
Class 4(b) – General Unsecured Claims Against BGI.
|
23
|
|
|
4.18.
|
Class 4(c) – General Unsecured Claims Against ABI.
|
23
|
|
|
4.19.
|
Class 4(d) – General Unsecured Claims Against BSI.
|
23
|
|
|
4.20.
|
Class 4(e) – General Unsecured Claims Against BST.
|
24
|
|
|
4.21.
|
Class 5(a) – Subordinated Securities Claims Against BSC.
|
24
|
|
4.22.
|
Class 5(b) – Subordinated Securities Claims Against BGI.
|
24
|
||
|
4.23.
|
Class 5(c) – Subordinated Securities Claims Against ABI.
|
25
|
|
4.24.
|
Class 5(d) – Subordinated Securities Claims Against BSI.
|
25
|
||
|
4.25.
|
Class 5(e) – Subordinated Securities Claims Against BST.
|
25
|
|
|
4.26.
|
Class 6(a) – Intercompany Interests in BGI.
|
26
|
|
|
4.27.
|
Class 6(b) – Intercompany Interests in ABI.
|
26
|
|
|
4.28.
|
Class 6(c) – Intercompany Interests in BSI.
|
27
|
|
|
4.29.
|
Class 6(d) – Intercompany Interests in BST.
|
27
|
|
4.30.
|
Class 7(a) – Equity Interests in BSC.
|
27
|
SECTION 5. | MEANS FOR IMPLEMENTATION. | 28 |
||
5.1.
|
No Substantive Consolidation.
|
28
|
||
5.2.
|
Sources of Consideration for Plan Distribution.
|
28
|
||
5.3.
|
Global Settlement.
|
28
|
||
5.4.
|
Plan Administrator.
|
28
|
||
5.5.
|
Liquidating Trust.
|
31
|
||
5.6.
|
Corporate Action.
|
32
|
||
5.7.
|
Withholding and Reporting Requirements.
|
32
|
||
5.8.
|
Exemption from Certain Transfer Taxes.
|
33
|
||
5.9.
|
Effectuating Documents; Further Transactions.
|
33
|
||
5.10.
|
Preservation of Rights of Action.
|
34
|
||
5.11.
|
Certificate of Incorporation and By-Laws.
|
34
|
||
5.12.
|
Stock Trading Restrictions.
|
34
|
||
5.13.
|
Cancellation of Existing Securities and Agreements.
|
35
|
||
5.14.
|
Subordinated Claims.
|
35
|
||
5.15.
|
Nonconsensual Confirmation.
|
35
|
||
5.16.
|
Closing of Chapter 11 Cases.
|
35
|
||
5.17.
|
Notice of Effective Date.
|
35
|
||
5.18.
|
Corporate Form.
|
35
|
||
5.19.
|
Separability.
|
35
|
||
5.20.
|
Cancellation of Notes, Instruments, Certificates, and Other Documents.
|
36
|
||
SECTION 6.
|
DISTRIBUTIONS.
|
37
|
||
6.1.
|
Distributions Generally.
|
37
|
||
6.2.
|
Distribution Record Date.
|
37
|
||
6.3.
|
Date of Distributions.
|
37
|
||
6.4.
|
Disbursing Agent.
|
37
|
||
6.5.
|
Rights and Powers of Disbursing Agent.
|
38
|
||
6.6.
|
Expenses of Disbursing Agent.
|
38
|
||
6.7.
|
No Postpetition Interest on Claims.
|
38
|
||
6.8.
|
Delivery of Distributions.
|
38
|
||
6.9.
|
Distributions after Effective Date.
|
39
|
||
6.10.
|
Time Bar to Cash Payments.
|
39
|
||
6.11.
|
Unclaimed Property.
|
39
|
||
6.12.
|
Manner of Payment under Plan.
|
39
|
||
6.13.
|
Satisfaction of Claims.
|
39
|
||
|
6.14.
|
Minimum Cash Distributions.
|
40
|
|
6.15.
|
Setoffs and Recoupments.
|
40
|
||
6.16.
|
Allocation of Distributions between Principal and Interest.
|
40
|
||
6.17.
|
No Distribution in Excess of Amount of Allowed Claim.
|
40
|
||
6.18.
|
Delivery of Distribution of Unsecured Notes Claims.
|
40
|
||
SECTION 7.
|
PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS.
|
41
|
||
7.1.
|
Objections to Claims.
|
41
|
||
7.2.
|
Resolution of Disputed Claims.
|
41
|
||
7.3.
|
Payments and Distributions with Respect to Disputed Claims.
|
41
|
||
7.4.
|
Distributions after Allowance.
|
41
|
||
7.5.
|
Estimation of Claims.
|
41
|
||
7.6.
|
No Distributions Pending Allowance.
|
42
|
7.7.
|
Claim Resolution Procedures Cumulative.
|
42
|
||
7.8.
|
Interest.
|
42
|
||
7.9.
|
Insured Claims.
|
42
|
||
7.10.
|
SERPs Claims.
|
42
|
||
SECTION 8.
|
EXECUTORY CONTRACTS AND UNEXPIRED LEASES.
|
42
|
||
8.1.
|
Rejection of Executory Contracts and Unexpired Leases.
|
42
|
||
8.2.
|
Claims Based on Rejection of Executory Contracts and Unexpired Leases.
|
43
|
||
8.3.
|
Insurance Policies.
|
43
|
||
8.4.
|
Intellectual Property Licenses and Agreements.
|
43
|
||
8.5.
|
Modifications, Amendments, Supplements, Restatements, or Other Agreements.
|
44
|
||
8.6.
|
Reservation of Rights.
|
44
|
||
SECTION 9.
|
CONDITIONS PRECEDENT TO THE EFFECTIVE DATE.
|
44
|
||
9.1.
|
Conditions Precedent to the Effective Date.
|
44
|
||
9.2.
|
Waiver of Conditions Precedent.
|
45
|
||
9.3.
|
Effect of Failure of Conditions to Effective Date.
|
45
|
||
SECTION 10.
|
EFFECT OF CONFIRMATION.
|
45
|
||
|
10.1.
|
Vesting of Assets.
|
45
|
|
|
10.2.
|
Term of Injunctions or Stays.
|
46
|
|
10.3.
|
Binding Effect.
|
46
|
||
10.4.
|
Injunction.
|
46
|
||
10.5.
|
Releases by the Debtors.
|
47
|
||
10.6.
|
Releases by Holders of Claims and Interests.
|
47
|
||
10.7.
|
Exculpation.
|
49
|
||
10.8.
|
Waiver of Statutory Limitation on Releases.
|
49
|
||
10.9.
|
Release of Liens.
|
50
|
||
10.10.
|
Solicitation of the Plan.
|
50
|
||
SECTION 11.
|
RETENTION OF JURISDICTION.
|
50
|
||
|
11.1.
|
Retention of Jurisdiction.
|
50
|
|
|
11.2.
|
Courts of Competent Jurisdiction.
|
52
|
|
SECTION 12.
|
MISCELLANEOUS PROVISIONS.
|
52
|
||
12.1.
|
Payment of Statutory Fees.
|
52
|
||
12.2.
|
Substantial Consummation.
|
52
|
||
12.3.
|
Dissolution of Creditors’ Committee.
|
52
|
||
12.4.
|
Amendments.
|
52
|
||
12.5.
|
Revocation or Withdrawal of the Plan.
|
53
|
||
12.6.
|
Severability of Plan Provisions upon Confirmation.
|
53
|
||
12.7.
|
Governing Law.
|
53
|
||
12.8.
|
Time.
|
54
|
||
12.9.
|
Additional Documents.
|
54
|
||
12.10.
|
Immediate Binding Effect.
|
54
|
||
12.11.
|
Successors and Assigns.
|
54
|
||
12.12.
|
Entire Agreement.
|
54
|
||
|
12.13.
|
Notices.
|
54
|
Class
|
Designation
|
Treatment
|
Entitled to Vote
|
1(a)
|
Priority Tax Claims against BSC
|
Unimpaired
|
No (Presumed to accept)
|
1(b)
|
Priority Tax Claims against BGI
|
Unimpaired
|
No (Presumed to accept)
|
1(c)
|
Priority Tax Claims against ABI
|
Unimpaired
|
No (Presumed to accept)
|
1(d)
|
Priority Tax Claims against BSI
|
Unimpaired
|
No (Presumed to accept)
|
1(e)
|
Priority Tax Claims against BST
|
Unimpaired
|
No (Presumed to accept)
|
2(a)
|
Priority Non-Tax Claims against BSC
|
Unimpaired
|
No (Presumed to accept)
|
2(b)
|
Priority Non-Tax Claims against BGI
|
Unimpaired
|
No (Presumed to accept)
|
2(c)
|
Priority Non-Tax Claims against ABI
|
Unimpaired
|
No (Presumed to accept)
|
2(d)
|
Priority Non-Tax Claims against BSI
|
Unimpaired
|
No (Presumed to accept)
|
2(e)
|
Priority Non-Tax Claims against BST
|
Unimpaired
|
No (Presumed to accept)
|
3(a)
|
Other Secured Claims against BSC
|
Unimpaired
|
No (Presumed to accept)
|
3(b)
|
Other Secured Claims against BGI
|
Unimpaired
|
No (Presumed to accept)
|
3(c)
|
Other Secured Claims against ABI
|
Unimpaired
|
No (Presumed to accept)
|
3(d)
|
Other Secured Claims against BSI
|
Unimpaired
|
No (Presumed to accept)
|
3(e)
|
Other Secured Claims against BST
|
Unimpaired
|
No (Presumed to accept)
|
4(a)
|
General Unsecured Claims against BSC
|
Impaired
|
Yes
|
4(b)
|
General Unsecured Claims against BGI
|
Impaired
|
Yes
|
4(c)
|
General Unsecured Claims against ABI
|
Impaired
|
Yes
|
4(d)
|
General Unsecured Claims against BSI
|
Impaired
|
Yes
|
4(e)
|
General Unsecured Claims against BST
|
Impaired
|
Yes
|
5(a)
|
Subordinated Securities Claims against BSC
|
Impaired
|
No (Deemed to reject)
|
5(b)
|
Subordinated Securities Claims against BGI
|
Impaired
|
No (Deemed to reject)
|
5(c)
|
Subordinated Securities Claims against ABI
|
Impaired
|
No (Deemed to reject)
|
5(d)
|
Subordinated Securities Claims against BSI
|
Impaired
|
No (Deemed to reject)
|
5(e)
|
Subordinated Securities Claims against BST
|
Impaired
|
No (Deemed to reject)
|
6(a)
|
Intercompany Interests in BGI
|
Impaired
|
No (Deemed to reject)
|
6(b)
|
Intercompany Interests in ABI
|
Impaired
|
No (Deemed to reject)
|
6(c)
|
Intercompany Interests in BSI
|
Impaired
|
No (Deemed to reject)
|
6(d)
|
Intercompany Interests in BST
|
Impaired
|
No (Deemed to reject)
|
7(a)
|
Equity Interests in BSC
|
Impaired
|
No (Deemed to reject)
|
Dated: October 9, 2020
|
|||
By:
|
/s/ Kathryn M. Buono
|
||
Name:
|
Kathryn M. Buono
|
||
Title:
|
Vice President and Secretary
|
||
BRIGGS & STRATTON CORPORATION
BILLY GOAT INDUSTRIES, INC.
ALLMAND BROS., INC.
BRIGGS & STRATTON INTERNATIONAL, INC.
BRIGGS & STRATTON TECH, LLC
|
THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HAS NOT YET BEEN APPROVED BY THE BANKRUPTCY COURT. THIS IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN.
ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT. THE INFORMATION IN THIS DISCLOSURE STATEMENT IS SUBJECT TO CHANGE. THIS DISCLOSURE STATEMENT IS NOT AN OFFER TO SELL ANY
SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY ANY SECURITIES.
|
§
|
Chapter 11
|
|
In re:
|
§
|
|
§
|
Case No. 20-43597-399
|
|
BRIGGS & STRATTON
|
§
|
|
CORPORATION, et al.,
|
§
|
(Jointly Administered)
|
§
|
||
Debtors.
|
§
|
WEIL, GOTSHAL & MANGES LLP
Ronit J. Berkovich (admitted pro hac vice)
Debora A. Hoehne (admitted pro hac vice)
Martha E. Martir (admitted pro hac vice)
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
|
CARMODY MACDONALD P.C.
Robert E. Eggmann, #37374MO
Christopher J. Lawhorn, #45713MO
Thomas H. Riske, #61838MO
120 S. Central Avenue, Suite 1800
St. Louis, Missouri 63105
Telephone: (314) 854-8600
Facsimile: (314) 854-8660
|
Attorneys for Debtors
and Debtors in Possession |
Dated:
|
October 9, 2020
|
St. Louis, Missouri
|
A SOLICITATION OF VOTES IS BEING CONDUCTED TO OBTAIN SUFFICIENT ACCEPTANCES OF THE JOINT CHAPTER 11 PLAN OF BRIGGS & STRATTON CORPORATION AND ITS AFFILIATED DEBTORS (AS MAY BE AMENDED,
MODIFIED, OR SUPPLEMENTED FROM TIME TO TIME, THE “PLAN”). A COPY OF THE PLAN IS ANNEXED HERETO AS EXHIBIT A.
YOU ARE ADVISED TO REVIEW AND CONSIDER THIS DISCLOSURE STATEMENT AND THE PLAN CAREFULLY, INCLUDING THE INJUNCTION, RELEASE, AND EXCULPATION PROVISIONS, AS YOUR RIGHTS MAY BE AFFECTED.
THE RECORD DATE FOR DETERMINING WHICH HOLDERS OF CLAIMS MAY VOTE ON THE PLAN IS NOVEMBER 9, 2020 (THE “VOTING RECORD DATE”).
THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN IS 5:00 P.M., PREVAILING CENTRAL TIME, DECEMBER 11, 2020 (THE “VOTING DEADLINE”), UNLESS EXTENDED BY THE DEBTORS.
IF YOU FILE AN OBJECTION TO THE PLAN IN ACCORDANCE WITH THE PROCEDURES SET FORTH HEREIN, A HEARING WILL BE HELD IN PERSON AND TELEPHONICALLY, ON DECEMBER 18, 2020 AT 9:00 A.M. (CENTRAL
TIME) AT WHICH YOU WILL BE RQUIRED TO APPEAR.
|
RECOMMENDATION BY THE DEBTORS
AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
The Board of Directors of Briggs & Stratton Corporation and the board of directors, managers, or members, as applicable, of each of its
affiliated Debtors have unanimously approved the transactions contemplated by the Plan (as defined herein) and recommend that all creditors whose votes are being solicited submit ballots to accept the Plan.
The Official Committee of Unsecured Creditors also recommends that all creditors whose votes are being solicited submit ballots to accept the Plan.
|
I. INTRODUCTION
|
1
|
||
II. OVERVIEW OF THE COMPANY’S OPERATIONS
|
16
|
||
A.
|
The Debtors’ Business
|
16
|
|
B.
|
Debtors’ Organizational Structure.
|
18
|
|
C.
|
Directors and Officers.
|
20
|
|
D.
|
Debtors’ Prepetition Capital Structure
|
20
|
|
III. CIRCUMSTANCES LEADING TO COMMENCEMENT OF THE CHAPTER 11 CASES
|
29
|
||
A.
|
Strategic and Cash Preservation Initiatives
|
29
|
|
B.
|
COVID-19
|
30
|
|
C.
|
Prepetition Marketing and Restructuring Efforts
|
30
|
|
IV. OVERVIEW OF THE CHAPTER 11 CASES
|
32
|
||
A.
|
Commencement of The Chapter 11 Cases and First-Day Motions
|
32
|
|
B.
|
DIP Financing and Cash Collateral
|
32
|
|
C.
|
Retiree Benefits
|
33
|
|
D.
|
Procedural Motions and Retention of Professionals
|
34
|
|
E.
|
Sale Transaction and Global Settlement
|
34
|
|
F.
|
Appointment of the Creditors’ Committee
|
38
|
|
G.
|
Bar Date
|
38
|
|
H.
|
Statements and Schedules, and Rule 2015.3 Financial Reports
|
39
|
|
I.
|
Automatic Stay Motions
|
39
|
|
J.
|
Workers’ Compensation
|
40
|
|
K.
|
Plaintiff-Side Litigations
|
41 | |
L.
|
Executory Contracts
|
41
|
|
M.
|
Remaining Assets
|
42
|
|
N.
|
Claims Against the Estates
|
43
|
|
O.
|
Asbestos and Products Liability Insurance
|
44
|
|
P.
|
The Plan and the Wind-Down Process
|
45
|
|
V. SUMMARY OF PLAN
|
46
|
||
A.
|
Administrative Expenses and Priority Claims
|
46
|
|
B.
|
Classification of Claims and Interests
|
48
|
|
C.
|
Treatment of Claims and Interests
|
49
|
|
D.
|
Means for Implementation
|
62
|
E.
|
Distributions
|
71
|
|
F.
|
Procedures for Disputed Claims
|
75
|
|
G.
|
Executory Contracts and Unexpired Leases
|
76
|
|
H.
|
Conditions Precedent to Confirmation of Plan and Effective Date
|
78
|
|
I.
|
Effect of Confirmation of Plan
|
79
|
|
J.
|
Retention of Jurisdiction
|
84
|
|
K.
|
Miscellaneous Provisions
|
86
|
|
VI. VALUE
|
89
|
||
VII. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF PLAN
|
90
|
||
A.
|
Consequences to Debtors
|
91
|
|
B.
|
Consequences to Holders of Certain Claims
|
93
|
|
C.
|
Tax Treatment of a Liquidating Trust and Holders of Beneficial Interests
|
95
|
|
D.
|
Withholding on Distributions and Information Reporting
|
97
|
|
VIII. CERTAIN RISK FACTORS TO BE CONSIDERED
|
97
|
||
A.
|
Certain Bankruptcy Law Considerations
|
98
|
|
B.
|
Additional Factors
|
99
|
|
IX. VOTING PROCEDURES AND REQUIREMENTS
|
101
|
||
A.
|
Voting Deadline
|
101
|
|
B.
|
Voting Procedures
|
102
|
|
C.
|
Parties Entitled to Vote
|
102 | |
X. CONFIRMATION OF PLAN
|
104
|
||
A.
|
Disclosure Statement Hearing and Confirmation Hearing
|
104
|
|
B.
|
Objections to Confirmation and Final Approval of Disclosure Statement
|
105
|
|
C.
|
Requirements for Confirmation of Plan
|
106
|
|
(i)
|
Requirements of Section 1129(a) of Bankruptcy Code
|
106
|
|
(ii)
|
Additional Requirements for Non-Consensual Confirmation Under Section 1129(b) of the Bankruptcy Code
|
108
|
|
XI. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF PLAN
|
110
|
||
A.
|
Alternative Plan
|
110
|
|
B.
|
Liquidation Under Chapter 7 or Applicable Non-Bankruptcy Law
|
110
|
|
XII. CONCLUSION AND RECOMMENDATION
|
111
|
EXHIBIT A:
|
Plan
|
EXHIBIT B:
|
Liquidation Analysis
|
EXHIBIT C:
|
Recovery Analysis
|
The Plan has been proposed in close consultation with the Creditors’ Committee, and the Creditors’ Committee urges all creditors to vote to accept the Plan.
|
A. |
Summary of the Sale Transaction and the Global Settlement
|
1 |
Capitalized terms used in this Disclosure Statement, but not defined herein, shall have the meanings ascribed to such terms in the Plan. To the extent any inconsistencies exist between this Disclosure Statement
and the Plan, the Plan shall govern.
|
2 |
The Creditors’ Committee was appointed on August 5, 2020, as discussed in Section (IV)(F) infra.
|
B. |
The Plan
|
a) |
[77.7]% of the Net Cash Proceeds shall be allocated to BSC (the “Net Cash Proceeds (BSC)”);
|
b) |
[8.7]% of the Net Cash Proceeds shall be allocated to BGI (the “Net Cash Proceeds (BGI)”);
|
3 |
Order (I) Authorizing the Sale of the Assets and Equity Interest to the Purchaser Free and Clear of Liens, Claims, Interests, and Encumbrances; (II) Authorizing the Assumption and Assignment of Certain
Executory Contracts and Unexpired Leases; and (III) Granting Related Relief (Docket No. 898) (the “Sale Order”).
|
4 |
The terms of the Global Settlement are set out in further detail in section (IV)(E)(d) infra.
|
c) |
[7.0]% of the Net Cash Proceeds shall be allocated to ABI (the “Net Cash Proceeds (ABI)”);
|
d) |
[5.0]% of the Net Cash Proceeds shall be allocated to BSI (the “Net Cash Proceeds (BSI)”); and
|
e) |
[1.7]% of the Net Cash Proceeds shall be allocated to BST (the “Net Cash Proceeds (BST)”).
|
C. |
Confirmation Timeline
|
5 |
Under Section 1.77 of the Plan, PBGC Subordination means, pursuant to the Global Settlement, that the first $5 million that the PBGC would otherwise recover on account of the PBGC General Unsecured
Claims hereunder shall be subordinated to the recovery of all other Allowed General Unsecured Claims in manner that ensures that the benefit of the PBGC Subordination is allocated to classes 4(a), 4(b), and 4(c) proportionately in
accordance with the relative Net Cash Proceeds allocated to each of those classes, with the PBGC General Unsecured Claim not recovering in any class until the PBGC Subordination is fully effectuated.
|
6 |
The Debtors reserve the right to argue that the Plan may be confirmed as long as there is one impaired accepting class of creditors in the joint plan. See In re Transwest Resort
Properties Inc., 881 F.3d 724 (9th Cir. 2018).
|
Deadline to Object to the Disclosure Statement
|
November 2, 2020 at 5:00 p.m. (CT)
|
Disclosure Statement Hearing
|
November 9, 2020 at 10:00 a.m. (CT)
|
Voting Record Date
|
November 9, 2020
|
Plan Supplement Filing
|
Seven (7) calendar days prior to the Plan Objection Deadline
(anticipated to be December 4, 2020)
|
Deadline to Object to Confirmation of Plan
|
December 11, 2020 at 5:00 p.m. (CT)
|
Voting Deadline
|
December 11, 2020 at 5:00 p.m. (CT)
|
Deadline to File (i) Reply to Plan Objection(s) and (ii) Brief in Support of Plan Confirmation
|
December 16, 2020 at 5:00 p.m. (CT)
|
Plan Confirmation Hearing
|
December 18, 2020 at 9:00 a.m. (CT)
|
D. |
Summary of Plan Classification and Treatment of Claims
|
THE DEBTORS AND CREDITORS’ COMMITTEE SUPPORT CONFIRMATION OF THE PLAN AND URGE ALL HOLDERS OF CLAIMS ENTITLED TO VOTE ON THE PLAN TO VOTE TO ACCEPT THE PLAN. THE DEBTORS BELIEVE THAT THE
PLAN PROVIDES THE HIGHEST AND BEST POSSIBLE RECOVERY FOR ALL STAKEHOLDERS.
|
Class
|
Claim or
Equity Interest |
Treatment
|
Impaired or
Unimpaired
|
Entitled to
Vote on the Plan |
Approximate
Recovery
Under Plan7
|
1(a)
|
Priority Tax Claims
against BSC
|
Except to the extent that a holder of an Allowed Priority Tax Claim against BSC agrees to less favorable treatment, each holder of an Allowed Priority Tax Claim
against BSC shall receive, in full and final satisfaction of such Allowed Priority Tax Claim against BSC, at the sole option of the Debtors or the Plan Administrator, as applicable, (a) Cash (from the Net Cash Proceeds (BSC)) in an amount
equal to such Allowed Priority Tax Claim against BSC on, or as soon thereafter as is reasonably practicable, the later of (i) the Effective Date, to the extent such Claim is an Allowed Priority Tax Claim against BSC on the Effective Date;
(ii) the first Business Day after the date that is forty-five (45) calendar days after the date such Priority Tax Claim becomes an Allowed Priority Tax Claim against BSC; and (iii) the date such Allowed Priority Tax Claim against BSC is due
and payable in the ordinary course as such obligation becomes due; or (b) equal annual Cash payments (from the Net Cash Proceeds (BSC)) in an aggregate amount equal to the amount of such Allowed Priority Tax Claim against BSC, together with
interest at the applicable rate under section 511 of the Bankruptcy Code, over a period not exceeding five (5) years from and after the Petition Date; provided, that the Debtors reserve the right to
prepay all or a portion of any such amounts at any time under this option without penalty or premium.
|
Unimpaired
|
No (Presumed to accept)
|
100%
|
7
|
The recovery percentages listed herein for Classes 4(a)-4(e) take into account the PBGC subordination and reflect recoveries to General Unsecured Creditors other than the
PBGC. In addition, please note that the recovery percentages for such Classes are estimates only and as the General Bar Date occurred on October 7, 2020 and certain other bar dates have not yet occurred, as discussed in Section IV(G),
the Debtors have only begun to reconcile claims. The high end of the range is based on the Debtors’ estimate of known liquidated claims with the low end of the range being calculated using a placeholder estimate of unknown and
unliquidated claims.
|
Class
|
Claim or
Equity Interest |
Treatment
|
Impaired or
Unimpaired
|
Entitled to
Vote on the Plan |
Approximate
Recovery
Under Plan7
|
1(b)
|
Priority Tax Claims
against BGI
|
Except to the extent that a holder of an Allowed Priority Tax Claim against BGI agrees to less favorable treatment, each holder of an Allowed Priority Tax Claim
against BGI shall receive, in full and final satisfaction of such Allowed Priority Tax Claim against BGI, at the sole option of the Debtors or the Plan Administrator, as applicable, (a) Cash (from the Net Cash Proceeds (BGI)) in an amount
equal to such Allowed Priority Tax Claim against BGI on, or as soon thereafter as is reasonably practicable, the later of (i) the Effective Date, to the extent such Claim is an Allowed Priority Tax Claim against BGI on the Effective Date;
(ii) the first Business Day after the date that is forty-five (45) calendar days after the date such Priority Tax Claim becomes an Allowed Priority Tax Claim against BGI; and (iii) the date such Allowed Priority Tax Claim against BGI is due
and payable in the ordinary course as such obligation becomes due; or (b) equal annual Cash (from the Net Cash Proceeds (BGI)) payments in an aggregate amount equal to the amount of such Allowed Priority Tax Claim against BGI, together with
interest at the applicable rate under section 511 of the Bankruptcy Code, over a period not exceeding five (5) years from and after the Petition Date; provided, that the Debtors reserve the right
to prepay all or a portion of any such amounts at any time under this option without penalty or premium.
|
Unimpaired
|
No (Presumed to accept)
|
100%
|
1(c)
|
Priority Tax Claims
against ABI
|
Except to the extent that a holder of an Allowed Priority Tax Claim against ABI agrees to less favorable treatment, each holder of an Allowed Priority Tax Claim
against ABI shall receive, in full and final satisfaction of such Allowed Priority Tax Claim against ABI, at the sole option of the Debtors or the Plan Administrator, as applicable, (a) Cash (from the Net Cash Proceeds (ABI)) in an amount
equal to such Allowed Priority Tax Claim against ABI on, or as soon thereafter as is reasonably practicable, the later of (i) the Effective Date, to the extent such Claim is an Allowed Priority Tax Claim against ABI on the Effective Date;
(ii) the first Business Day after the date that is forty-five (45) calendar days after the date such Priority Tax Claim becomes an Allowed Priority Tax Claim against ABI; and (iii) the date such Allowed Priority Tax Claim against ABI is due
and payable in the ordinary course as such obligation becomes due; or (b) equal annual Cash payments (from the Net Cash Proceeds (ABI)) in an aggregate amount equal to the amount of such Allowed Priority Tax Claim against ABI, together with
interest at the applicable rate under section 511 of the Bankruptcy Code, over a period not exceeding five (5) years from and after the Petition Date; provided, that the Debtors reserve the right to
prepay all or a portion of any such amounts at any time under this option without penalty or premium.
|
Unimpaired
|
No (Presumed to accept)
|
100%
|
Class
|
Claim or
Equity Interest |
Treatment
|
Impaired or
Unimpaired
|
Entitled to
Vote on the Plan |
Approximate
Recovery
Under Plan7
|
1(d)
|
Priority Tax Claims
against BSI
|
Except to the extent that a holder of an Allowed Priority Tax Claim against BSI agrees to less favorable treatment, each holder of an Allowed Priority Tax Claim
against BSI shall receive, in full and final satisfaction of such Allowed Priority Tax Claim against BSI, at the sole option of the Debtors or the Plan Administrator, as applicable, (a) Cash (from the Net Cash Proceeds (BSI)) in an amount
equal to such Allowed Priority Tax Claim against BSI on, or as soon thereafter as is reasonably practicable, the later of (i) the Effective Date, to the extent such Claim is an Allowed Priority Tax Claim against BSI on the Effective Date;
(ii) the first Business Day after the date that is forty-five (45) calendar days after the date such Priority Tax Claim becomes an Allowed Priority Tax Claim against BSI; and (iii) the date such Allowed Priority Tax Claim against BSI is due
and payable in the ordinary course as such obligation becomes due; or (b) equal annual Cash payments (from the Net Cash Proceeds (BSI)) in an aggregate amount equal to the amount of such Allowed Priority Tax Claim against BSI, together with
interest at the applicable rate under section 511 of the Bankruptcy Code, over a period not exceeding five (5) years from and after the Petition Date; provided, that the Debtors reserve the right to
prepay all or a portion of any such amounts at any time under this option without penalty or premium.
|
Unimpaired
|
No (Presumed to accept)
|
100%
|
1(e)
|
Priority Tax Claims
against BST
|
Except to the extent that a holder of an Allowed Priority Tax Claim against BST agrees to less favorable treatment, each holder of an Allowed Priority Tax Claim
against BST shall receive, in full and final satisfaction of such Allowed Priority Tax Claim against BST, at the sole option of the Debtors or the Plan Administrator, as applicable, (a) Cash (from the Net Cash Proceeds (BST)) in an amount
equal to such Allowed Priority Tax Claim against BST on, or as soon thereafter as is reasonably practicable, the later of (i) the Effective Date, to the extent such Claim is an Allowed Priority Tax Claim against BST on the Effective Date;
(ii) the first Business Day after the date that is forty-five (45) calendar days after the date such Priority Tax Claim becomes an Allowed Priority Tax Claim against BST; and (iii) the date such Allowed Priority Tax Claim against BST is due
and payable in the ordinary course as such obligation becomes due; or (b) equal annual Cash payments (from the Net Cash Proceeds (BST)) in an aggregate amount equal to the amount of such Allowed Priority Tax Claim against BST, together with
interest at the applicable rate under section 511 of the Bankruptcy Code, over a period not exceeding five (5) years from and after the Petition Date; provided, that the Debtors reserve the right to
prepay all or a portion of any such amounts at any time under this option without penalty or premium.
|
Unimpaired
|
No (Presumed to accept)
|
100%
|
Class
|
Claim or
Equity Interest |
Treatment
|
Impaired or
Unimpaired
|
Entitled to
Vote on the Plan |
Approximate
Recovery
Under Plan7
|
2(a)
|
Priority Non-Tax
Claims against BSC
|
Except to the extent that a holder of an Allowed Priority Non-Tax Claim against BSC agrees to less favorable treatment, on or as soon as practicable after the
Effective Date, each holder thereof shall be paid in full in Cash (from the Net Cash Proceeds (BSC)) or otherwise receive treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code.
|
Unimpaired
|
No (Presumed to accept)
|
100%
|
2(b)
|
Priority Non-Tax
Claims against BGI
|
Except to the extent that a holder of an Allowed Priority Non-Tax Claim against BGI agrees to less favorable treatment, on or as soon as practicable after the
Effective Date, each holder thereof shall be paid in full in Cash (from the Net Cash Proceeds (BGI)) or otherwise receive treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code.
|
Unimpaired
|
No (Presumed to accept)
|
100%
|
2(c)
|
Priority Non-Tax
Claims against ABI
|
Except to the extent that a holder of an Allowed Priority Non-Tax Claim against ABI agrees to less favorable treatment, on or as soon as practicable after the
Effective Date, each holder thereof shall be paid in full in Cash (from the Net Cash Proceeds (ABI)) or otherwise receive treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code.
|
Unimpaired
|
No (Presumed to accept)
|
100%
|
2(d)
|
Priority Non-Tax
Claims against BSI
|
Except to the extent that a holder of an Allowed Priority Non-Tax Claim against BSI agrees to less favorable treatment, on or as soon as practicable after the
Effective Date, each holder thereof shall be paid in full in Cash (from the Net Cash Proceeds (BSI)) or otherwise receive treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code.
|
Unimpaired
|
No (Presumed to accept)
|
100%
|
2(e)
|
Priority Non-Tax
Claims against BST
|
Except to the extent that a holder of an Allowed Priority Non-Tax Claim against BST agrees to less favorable treatment, on or as soon as practicable after the
Effective Date, each holder thereof shall be paid in full in Cash (from the Net Cash Proceeds (BST)) or otherwise receive treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code.
|
Unimpaired
|
No (Presumed to accept)
|
100%
|
3(a)
|
Other Secured
Claims against BSC
|
(i) Except to the extent that a holder of an Allowed Other Secured Claim against BSC agrees to different treatment, on the later of the Effective Date and the date
that is thirty (30) days after the date such Other Secured Claim against BSC becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, each holder of an Allowed Other Secured Claim against BSC will receive, on account of
such Allowed Claim, at the sole option of the Debtors or the Plan Administrator, as applicable: (a) Cash (from the Net Cash Proceeds (BSC)) in an amount equal to the Allowed amount of such Claim; (b) such other treatment sufficient to
render such holder’s Allowed Other Secured Claim against BSC Unimpaired; or (c) return of the applicable collateral in satisfaction of the Allowed amount of such Other Secured Claim against BSC.
(ii) Except as otherwise specifically provided in the Plan, upon the payment in full in Cash of an Other Secured Claim against BSC, any Lien securing an Other Secured
Claim against BSC that is paid in full, in Cash, shall be deemed released, and the holder of such Other Secured Claim against BSC shall be authorized and directed to release any collateral or other property of the Debtors (including any
Cash collateral) held by such holder and to take such actions as may be requested by the Plan Administrator, to evidence the release of such Lien, including the execution, delivery and filing or recording of such releases as may be
requested by the Plan Administrator.
|
Unimpaired
|
No (Presumed to accept)
|
100%
|
Class
|
Claim or
Equity Interest |
Treatment
|
Impaired or
Unimpaired
|
Entitled to
Vote on the Plan |
Approximate
Recovery
Under Plan7
|
3(b)
|
Other Secured Claims
against BGI
|
(i) Except to the extent that a holder of an Allowed Other Secured Claim against BGI agrees to different treatment, on the later of the Effective Date and the date
that is thirty (30) days after the date such Other Secured Claim against BGI becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, each holder of an Allowed Other Secured Claim against BGI will receive, on account of
such Allowed Claim, at the sole option of the Debtors or the Plan Administrator, as applicable: (a) Cash (from the Net Cash Proceeds (BGI)) in an amount equal to the Allowed amount of such Claim; (b) such other treatment sufficient to
render such holder’s Allowed Other Secured Claim against BGI Unimpaired; or (c) return of the applicable collateral in satisfaction of the Allowed amount of such Other Secured Claim against BGI.
(ii) Except as otherwise specifically provided in the Plan, upon the payment in full in Cash of an Other Secured Claim against BGI, any Lien securing an Other Secured
Claim against BGI that is paid in full, in Cash, shall be deemed released, and the holder of such Other Secured Claim against BGI shall be authorized and directed to release any collateral or other property of the Debtors (including any
Cash collateral) held by such holder and to take such actions as may be requested by the Plan Administrator, to evidence the release of such Lien, including the execution, delivery and filing or recording of such releases as may be
requested by the Plan Administrator.
|
Unimpaired
|
No (Presumed to accept)
|
100%
|
Class
|
Claim or
Equity Interest |
Treatment
|
Impaired or
Unimpaired
|
Entitled to
Vote on the Plan |
Approximate
Recovery
Under Plan7
|
3(c)
|
Other Secured Claims
against ABI
|
(i) Except to the extent that a holder of an Allowed Other Secured Claim against ABI agrees to different treatment, on the later of the Effective Date and the date
that is thirty (30) days after the date such Other Secured Claim against ABI becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, each holder of an Allowed Other Secured Claim against ABI will receive, on account of
such Allowed Claim, at the sole option of the Debtors or the Plan Administrator, as applicable: (a) Cash (from the Net Cash Proceeds (ABI)) in an amount equal to the Allowed amount of such Claim; (b) such other treatment sufficient to
render such holder’s Allowed Other Secured Claim against ABI Unimpaired; or (c) return of the applicable collateral in satisfaction of the Allowed amount of such Other Secured Claim against ABI.
(ii) Except as otherwise specifically provided in the Plan, upon the payment in full in Cash of an Other Secured Claim against ABI, any Lien securing an Other Secured
Claim against ABI that is paid in full, in Cash, shall be deemed released, and the holder of such Other Secured Claim against ABI shall be authorized and directed to release any collateral or other property of the Debtors (including any
Cash collateral) held by such holder and to take such actions as may be requested by the Plan Administrator, to evidence the release of such Lien, including the execution, delivery and filing or recording of such releases as may be
requested by the Plan Administrator.
|
Unimpaired
|
No (Presumed to accept)
|
100%
|
3(d)
|
Other Secured Claims
against BSI
|
(i) Except to the extent that a holder of an Allowed Other Secured Claim against BSI agrees to different treatment, on the later of the Effective Date and the date
that is thirty (30) days after the date such Other Secured Claim against BSI becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, each holder of an Allowed Other Secured Claim against BSI will receive, on account of
such Allowed Claim, at the sole option of the Debtors or the Plan Administrator, as applicable: (a) Cash (from the Net Cash Proceeds (BSI)) in an amount equal to the Allowed amount of such Claim; (b) such other treatment sufficient to
render such holder’s Allowed Other Secured Claim against BSI Unimpaired; or (c) return of the applicable collateral in satisfaction of the Allowed amount of such Other Secured Claim against BSI.
(ii) Except as otherwise specifically provided the Plan, upon the payment in full in Cash of an Other Secured Claim against BSI, any Lien securing an Other Secured
Claim against BSI that is paid in full, in Cash, shall be deemed released, and the holder of such Other Secured Claim against BSI shall be authorized and directed to release any collateral or other property of the Debtors (including any
Cash collateral) held by such holder and to take such actions as may be requested by the Plan Administrator, to evidence the release of such Lien, including the execution, delivery and filing or recording of such releases as may be
requested by the Plan Administrator.
|
Unimpaired
|
No (Presumed to accept)
|
100%
|
Class
|
Claim or
Equity Interest |
Treatment
|
Impaired or
Unimpaired
|
Entitled to
Vote on the Plan |
Approximate
Recovery
Under Plan7
|
3(e)
|
Other Secured Claims
against BST
|
(i) Except to the extent that a holder of an Allowed Other Secured Claim against BST agrees to different treatment, on the later of the Effective Date and the date
that is thirty (30) days after the date such Other Secured Claim against BST becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, each holder of an Allowed Other Secured Claim against BST will receive, on account of
such Allowed Claim, at the sole option of the Debtors or the Plan Administrator, as applicable: (a) Cash (from the Net Cash Proceeds (BST)) in an amount equal to the Allowed amount of such Claim; (b) such other treatment sufficient to
render such holder’s Allowed Other Secured Claim against BST Unimpaired; or (c) return of the applicable collateral in satisfaction of the Allowed amount of such Other Secured Claim against BST.
(ii) Except as otherwise specifically provided in the Plan, upon the payment in full in Cash of an Other Secured Claim against BST, any Lien securing an Other Secured
Claim against BST that is paid in full, in Cash, shall be deemed released, and the holder of such Other Secured Claim against BST shall be authorized and directed to release any collateral or other property of the Debtors (including any
Cash collateral) held by such holder and to take such actions as may be requested by the Plan Administrator, to evidence the release of such Lien, including the execution, delivery and filing or recording of such releases as may be
requested by the Plan Administrator.
|
Unimpaired
|
No (Presumed to accept)
|
100%
|
4(a)
|
General Unsecured
Claims against BSC
|
Except to the extent that a holder of an Allowed General Unsecured Claim against BSC agrees to less favorable treatment of such Claim, in full and final satisfaction,
compromise, and settlement of and in exchange for such Allowed General Unsecured Claim against BSC, each holder thereof shall receive its Pro Rata share of the Net Cash Proceeds (BSC) after the Priority Tax Claims against BSC, Priority
Non-Tax Claims against BSC and the Other Secured Claims against BSC are satisfied (or reserved for) in full in accordance with the Plan, until all Allowed General Unsecured Claims against BSC are satisfied in full in Cash; provided,
however, for purposes of determining the Pro Rata share under the Plan, the PBGC Subordination shall be enforced.
|
Impaired
|
Yes
|
[6% - 10%]
|
Class
|
Claim or
Equity Interest |
Treatment
|
Impaired or
Unimpaired
|
Entitled to
Vote on the Plan |
Approximate
Recovery
Under Plan7
|
4(b)
|
General Unsecured
Claims against BGI
|
Except to the extent that a holder of an Allowed General Unsecured Claim against BGI agrees to less favorable treatment of such Claim, in full and final satisfaction,
compromise, and settlement of and in exchange for such Allowed General Unsecured Claim against BGI, each holder thereof shall receive its Pro Rata share of the Net Cash Proceeds (BGI) after the Priority Tax Claims against BGI, Priority
Non-Tax Claims against BGI and the Other Secured Claims against BGI are satisfied (or reserved for) in full in accordance with the Plan, until all Allowed General Unsecured Claims against BGI are satisfied in full in Cash; provided,
however, for purposes of determining the Pro Rata share under the Plan, the PBGC Subordination shall be enforced.
|
Impaired
|
Yes
|
[1% - 2%]
|
4(c)
|
General Unsecured
Claims against ABI
|
Except to the extent that a holder of an Allowed General Unsecured Claim against ABI agrees to less favorable treatment of such Claim, in full and final satisfaction,
compromise, and settlement of and in exchange for such Allowed General Unsecured Claim against ABI, each holder thereof shall receive its Pro Rata share of the Net Cash Proceeds (ABI) after the Priority Tax Claims against ABI, Priority
Non-Tax Claims against ABI and the Other Secured Claims against ABI are satisfied (or reserved for) in full in accordance with the Plan, until all Allowed General Unsecured Claims against ABI are satisfied in full in Cash; provided,
however, for purposes of determining the Pro Rata share under the Plan, the PBGC Subordination shall be enforced.
|
Impaired
|
Yes
|
[1% - 2%]
|
4(d)
|
General Unsecured Claims
against BSI
|
Except to the extent that a holder of an Allowed General Unsecured Claim against BSI agrees to less favorable treatment of such Claim, in full and final satisfaction,
compromise, and settlement of and in exchange for such Allowed General Unsecured Claim against BSI, each holder thereof shall receive its Pro Rata share of the Net Cash Proceeds (BSI) after the Priority Tax Claims against BSI, Priority
Non-Tax Claims against BSI and the Other Secured Claims against BSI are satisfied (or reserved for) in full in accordance with the Plan, until all Allowed General Unsecured Claims against BSI are satisfied in full in Cash; provided,
however, for purposes of determining the Pro Rata share under the Plan, the PBGC Subordination shall be enforced.
|
Impaired
|
Yes
|
N/A8
|
4(e)
|
General Unsecured
Claims against BST
|
Except to the extent that a holder of an Allowed General Unsecured Claim against BST agrees to less favorable treatment of such Claim, in full and final satisfaction,
compromise, and settlement of and in exchange for such Allowed General Unsecured Claim against BST, each holder thereof shall receive its Pro Rata share of the Net Cash Proceeds (BST) after the Priority Tax Claims against BST, Priority
Non-Tax Claims against BST and the Other Secured Claims against BST are satisfied (or reserved for) in full in accordance with the Plan, until all Allowed General Unsecured Claims against BST are satisfied in full in Cash; provided,
however, for purposes of determining the Pro Rata share under the Plan, the PBGC Subordination shall be enforced.
|
Impaired
|
Yes
|
[0.1%]9
|
8
|
The Debtors believe that the PBGC is the only creditor in this class.
|
9
|
The Debtors believe that the PBGC is the only creditor in this class.
|
Class
|
Claim or
Equity Interest |
Treatment
|
Impaired or
Unimpaired
|
Entitled to
Vote on the Plan |
Approximate
Recovery
Under Plan7
|
5(a)
|
Subordinated
Securities Claims
against BSC
|
On the Effective Date, all Subordinated Securities Claims against BSC shall be deemed cancelled without further action by or order of the Bankruptcy Court, and shall
be of no further force and effect, whether surrendered for cancellation or otherwise. Holders of Subordinated Securities Claims against BSC shall not receive or retain any property under the Plan on account of such Subordinated Securities
Claims against BSC; provided, however, that in the event that all other Allowed Claims against BSC have been satisfied in full in accordance with the Bankruptcy Code and the Plan, each holder of a Subordinated Securities Claim against BSC
may receive its Pro Rata Share of any remaining assets in BSC.
|
Impaired
|
No (Deemed to reject)
|
0%
|
5(b)
|
Subordinated
Securities Claims
against BGI
|
On the Effective Date, all Subordinated Securities Claims against BGI shall be deemed cancelled without further action by or order of the Bankruptcy Court, and shall
be of no further force and effect, whether surrendered for cancellation or otherwise. Holders of Subordinated Securities Claims against BGI shall not receive or retain any property under the Plan on account of such Subordinated Securities
Claims against BGI; provided, however, that in the event that all other Allowed Claims against BGI have been satisfied in full in accordance with the Bankruptcy Code and the Plan, each holder of a Subordinated Securities Claim against BGI
may receive its Pro Rata Share of any remaining assets in BGI.
|
Impaired
|
No (Deemed to reject)
|
0%
|
5(c)
|
Subordinated
Securities Claims
against ABI
|
On the Effective Date, all Subordinated Securities Claims against ABI shall be deemed cancelled without further action by or order of the Bankruptcy Court, and shall
be of no further force and effect, whether surrendered for cancellation or otherwise. Holders of Subordinated Securities Claims against ABI shall not receive or retain any property under the Plan on account of such Subordinated Securities
Claims against ABI; provided, however, that in the event that all other Allowed Claims against ABI have been satisfied in full in accordance with the Bankruptcy Code and the Plan, each holder of a Subordinated Securities Claim against ABI
may receive its Pro Rata Share of any remaining assets in ABI.
|
Impaired
|
No (Deemed to reject)
|
0%
|
5(d)
|
Subordinated
Securities Claims
against BSI
|
On the Effective Date, all Subordinated Securities Claims against BSI shall be deemed cancelled without further action by or order of the Bankruptcy Court, and shall
be of no further force and effect, whether surrendered for cancellation or otherwise. Holders of Subordinated Securities Claims against BSI shall not receive or retain any property under the Plan on account of such Subordinated Securities
Claims against BSI; provided, however, that in the event that all other Allowed Claims against BSI have been satisfied in full in accordance with the Bankruptcy Code and the Plan, each holder of a Subordinated Securities Claim against BSI
may receive its Pro Rata Share of any remaining assets in BSI.
|
Impaired
|
No (Deemed to reject)
|
0%
|
Class
|
Claim or
Equity Interest |
Treatment
|
Impaired or
Unimpaired
|
Entitled to
Vote on the Plan |
Approximate
Recovery
Under Plan7
|
5(e)
|
Subordinated
Securities Claims
against BST
|
On the Effective Date, all Subordinated Securities Claims against BST shall be deemed cancelled without further action by or order of the Bankruptcy Court, and shall
be of no further force and effect, whether surrendered for cancellation or otherwise. Holders of Subordinated Securities Claims against BST shall not receive or retain any property under the Plan on account of such Subordinated Securities
Claims against BST; provided, however, that in the event that all other Allowed Claims against BST have been satisfied in full in accordance with the Bankruptcy Code and the Plan, each holder of a Subordinated Securities Claim against BST
may receive its Pro Rata Share of any remaining assets in BST.
|
Impaired
|
No (Deemed to reject)
|
0%
|
6(a)
|
Intercompany
Interests in BGI
|
All Intercompany Interests in BGI shall be cancelled if and when BGI is dissolved in accordance with Section 5.4(f) of the Plan. Each holder of an Intercompany
Interest in BGI shall neither receive nor retain any property of the estate or direct interest in property of the estate of BGI on account of such Intercompany Interests thereafter; provided, however, that in the event that all Allowed
Claims against BGI have been satisfied in full in accordance with the Bankruptcy Code and the Plan, each holder of an Intercompany Interest in BGI may receive its Pro Rata Share of any remaining assets in BGI.
|
Impaired
|
No (Deemed to reject)
|
0%
|
6(b)
|
Intercompany
Interests in ABI
|
All Intercompany Interests in ABI shall be cancelled if and when ABI is dissolved in accordance with Section 5.4(f) of the Plan. Each holder of an Intercompany
Interest in ABI shall neither receive nor retain any property of the estate or direct interest in property of the estate of ABI on account of such Intercompany Interests thereafter; provided, however, that in the event that all Allowed
Claims against BGI have been satisfied in full in accordance with the Bankruptcy Code and the Plan, each holder of an Intercompany Interest in ABI may receive its Pro Rata Share of any remaining assets in ABI.
|
Impaired
|
No (Deemed to reject)
|
0%
|
6(c)
|
Intercompany
Interests in BSI
|
All Intercompany Interests in BSI shall be cancelled if and when BSI is dissolved in accordance with Section 5.4(f) of the Plan. Each holder of an Intercompany
Interest in BSI shall neither receive nor retain any property of the estate or direct interest in property of the estate of BSI on account of such Intercompany Interests thereafter; provided, however, that in the event that all Allowed
Claims against BSI have been satisfied in full in accordance with the Bankruptcy Code and the Plan, each holder of an Intercompany Interest in BSI may receive its Pro Rata Share of any remaining assets in BSI.
|
Impaired
|
No (Deemed to reject)
|
0%
|
Class
|
Claim or
Equity Interest |
Treatment
|
Impaired or
Unimpaired
|
Entitled to
Vote on the Plan |
Approximate
Recovery
Under Plan7
|
6(d)
|
Intercompany
Interests in BST
|
All Intercompany Interests in BST shall be cancelled if and when BST is dissolved in accordance with Section 5.4(f) of the Plan. Each holder of an Intercompany
Interest in BST shall neither receive nor retain any property of the estate or direct interest in property of the estate of BST on account of such Intercompany Interests thereafter; provided, however, that in the event that all Allowed
Claims against BST have been satisfied in full in accordance with the Bankruptcy Code and the Plan, each holder of an Intercompany Interest in BST may receive its Pro Rata Share of any remaining assets in BST.
|
Impaired
|
No (Deemed to reject)
|
0%
|
7(a)
|
Equity Interests in
BSC
|
On the Effective Date, (i) all Equity Interests in BSC shall be cancelled and one share of BSC common stock (the “Single Share”) shall be issued to the Plan
Administrator to hold in trust as custodian for the benefit of the former holders of Equity Interests in BSC consistent with their former relative priority and economic entitlements and the Single Share shall be recorded on the books and
records maintained by the Plan Administrator without any necessity for any other or further actions to be taken by or on behalf of BSC; (ii) each former holder of Equity Interests in BSC (through their interest in the Single Share, as
applicable) shall neither receive nor retain any property of the Estate or direct interest in property of the Estate on account of such Equity Interests in BSC; provided, that in the event that all Allowed Claims have been satisfied in full
in accordance with the Bankruptcy Code and the Plan, each former holder of an Equity Interest in BSC may receive its share of any remaining assets of BSC consistent with such holder’s rights of payment and former relative priority and
economic entitlements existing immediately prior to the Petition Date; (iii) unless otherwise determined by the Plan Administrator, on the date that BSC’s Chapter 11 Case is closed in accordance with Section 5.16 of the Plan, the Single
Share issued on the Effective Date shall be deemed cancelled and of no further force and effect without any necessity for any other or further actions to be taken by or on behalf of BSC, provided that such cancellation does not adversely
impact the Debtors’ Estates; and (iv) the continuing rights of the former holders of Equity Interests in BSC (including through their interest in Single Share or otherwise) shall be nontransferable except (A) by operation of law or (B) for
administrative transfers where the ultimate beneficiary has not changed, subject to the Plan Administrator’s consent.
|
Impaired
|
No (Deemed to reject)
|
0%
|
A.
|
The Debtors’ Business
|
a) |
History and Formation
|
b) |
Prepetition Business Operations
|
10 |
The Company’s fiscal year 2019 ended June 30, 2019.
|
B.
|
Debtors’ Organizational Structure.
|
11 |
The EMEA Foreign Subsidiaries were comprised of 14 entities incorporated in Netherlands, United Kingdom, Austria, France, Spain, the Czech Republic, Russia, Switzerland, Sweden, Germany, Italy, and South Africa.
|
12 |
B&S Tech was a minority owner (holding one share) of B&S International’s Russian subsidiary.
|
13 |
The three China Foreign Subsidiaries were subsidiaries under B&S International. The Malaysia and Japan Foreign Subsidiaries were direct subsidiaries of BSC. One of the Dutch subsidiaries was the principal
owner of the Indian subsidiary, with a minority interest therein owned by one of the Swiss subsidiaries.
|
14 |
The ROW Region Foreign Subsidiaries are incorporated in Brazil, Mexico, Australia, New Zealand, and Canada. The Brazil Foreign Subsidiary was a subsidiary under B&S International. The Mexico, Canada, and two
Australasia Foreign Subsidiaries were direct subsidiaries of BSC. B&S International was a minority owner of the Mexican Subsidiary.
|
15 |
B&S Tech was a minority owner (holding one share) of B&S International’s Brazilian and Russian subsidiaries. There were two Australian subsidiaries—Victa Lawncare Pty Ltd. and Victa Limited—that were not
direct subsidiaries of either BSC or B&S International. Victa Lawncare Pty Ltd. was wholly owned by Briggs & Stratton Australia Pty. Limited and Victa Limited was wholly owned by Victa Lawncare Pty Ltd.
|
16 |
The terms of the DIP Credit Agreement are further described in section IV(B) infra.
|
C.
|
Directors and Officers.
|
D.
|
Debtors’ Prepetition Capital Structure
|
a) |
Prepetition Indebtedness
|
17 |
B&S International AG only provided an unsecured guaranty.
|
18 |
On June 25, 2020, Wells Fargo provided notice of its intent to resign as trustee. A tripartite agreement was signed on July 15, 2020 whereby Wilmington Trust, N.A. took over for Wells Fargo as indenture trustee.
|
19 |
The Unsecured Notes accrued interest of 6.875% per annum from the date of issuance, payable semi-annually in arrears on June 15 and December 15.
|
20 |
The Wells Fargo Floor Plan Letter of Credit was issued under the ABL Credit Agreement in the face amount of $7.5 million on March 13, 2020. On or about April 24, 2020, the face amount was increased to $15
million. The Wells Fargo Plan Letter of Credit has been included in the amounts listed in paragraph 52 above.
|
21 |
The Code permits taxpayers to claim credits against their Federal income taxes for qualified equity investments in certain community development entities (“CDEs”). CDEs are
privately managed investment institutions that are certified to make qualified low-income community investments (“QLICIs”).
|
22 |
The TIFF Letter of Credit was issued under the ABL Credit Agreement and has been included in the amounts listed in paragraph 52 above.
|
23 |
Briggs & Stratton Power Products Group, LLC is a wholly owned subsidiary of the Company that was subsequently merged with and into the Company on January 1, 2017.
|
24 |
The lawsuit is styled as Exmark Manufacturing Co., Inc. v. Briggs & Stratton Corporation, Civ. Action No. 8:10CV187-JFB-TDT (D. Neb.).
|
25 |
On April 15, 2019, the district court denied the Company’s post-trial motions seeking a modification of the jury’s damages award and a new trial.
|
26 |
The Bond amount represents the jury awards of $14.4 million in compensatory damages and $14.4 million in enhanced damages, and the District Court award of $6 million in pre-judgment interest.
|
(1) |
Pension Plans
|
(2) |
Deferred Compensation Plans
|
27 |
In addition to the plans described below, the Company sponsors the tax-qualified Brigg & Stratton Consolidated Retirement and Savings Plan (the “401(k) Plan”) covering
certain of the Company’s union and non-union employees. The 401(k) Plan is fully funded.
|
28 |
The Debtors employ Mercer Human Resource (“Mercer”) as the actuary for certain of the Debtors’ retirement plans, including the SERPs.
|
29 |
Final Order (I) Authorizing Debtors to (A) Pay Prepetition Wages, Salaries, Commissions, Employee Benefits, and Other Obligations, (B) Maintain Employee Benefit Programs, (C) Pay
Related Administrative Obligations, (D) Pay Supplemental Workforce Obligations, and (E) Terminate Deferred Compensation Plans; and (II) Granting Related Relief (Docket No. 529).
|
(3) |
Retirement Plans
|
30 |
The Company’s sponsorship of the Retiree Welfare Plans also covers former employees of Briggs & Stratton Power Products Group, LLC, Snapper Products, Inc., Simplicity Manufacturing, Inc., Ferris Industries,
Inc., and Giant-Vac, Inc., all of which have been directly or indirectly merged into BSC.
|
(4) |
Union Related Liabilities
|
31 |
The Debtors expect the estimated amount of such outstanding trade obligations will change as cure amounts are paid to counterparties to executory contracts, as discussed in Section IV(K) infra.
|
A.
|
Strategic and Cash Preservation Initiatives
|
B.
|
COVID-19
|
C.
|
Prepetition Marketing and Restructuring Efforts
|
32 |
Declaration of Reid Snellenbarger in Support of Motion of Debtors for Entry of an Order (I) Approving (A) Bidding Procedures, (B) Designation of Stalking Horse Bidder and Stalking
Horse Bid Protections, (C) Scheduling Auction and Sale Hearing, (D) Form and Manner of Notice of Sale, Auction, and Hearing, and (E) Assumption and Assignment Procedures and (II) Granting Related Relief (Docket No. 53-1) (the “Snellbenbarger Declaration”).
|
33 |
Declaration of Jeffrey Lewis In Support of Motion of Debtors for Interim and Final Orders (I) Authorizing Debtors to Obtain Postpetition Financing, (II) Authorizing Debtors to Use
Cash Collateral, (III) Granting Liens and Superpriority Claims, (IV) Granting Adequate Protection to Prepetition Secured Parties, (V) Modifying Automatic Stay, (VI) Scheduling Final Hearing, and (VII) Granting Related Relief (Docket
No. 36) (the “Lewis Declaration”).
|
A.
|
Commencement of The Chapter 11 Cases and First-Day Motions
|
• |
Continue to use their cash management system, bank accounts, and business forms (Docket No. 528);
|
• |
Continue paying employee wages and benefits (Docket No. 329);
|
• |
Pay certain prepetition obligations to critical vendors, foreign vendors, and administrative claimants (Docket No. 534);
|
• |
Pay certain prepetition claims of shippers, warehousemen, and other lien claimants (Docket No. 150);
|
• |
Continue to honor certain prepetition obligations to customers and to maintain customer programs (Docket No. 533);
|
• |
Continue insurance programs and the workers’ compensation program, the processing of workers’ compensation claims, and the Debtors’ surety bond program (Docket No. 532);
|
• |
Restrict certain transfers of equity interests in the Debtors (Docket No. 535);
|
• |
Continue to pay all taxes, fees, and similar charges and assessments, whether arising prepetition or postpetition, to the appropriate taxing, regulatory, or other governmental authority in the ordinary course (Docket No. 530); and
|
• |
Provide adequate assurance of payment to utility companies, establish procedures for utility companies to request adequate assurance of payment, and prohibit utility companies from altering or discontinuing services (Docket No. 377).
|
B.
|
DIP Financing and Cash Collateral
|
34 |
Motion of Debtors for Interim and Final Orders (I) Authorizing Debtors to Obtain Postpetition Financing, (II) Authorizing Debtors to Use Cash Collateral, (III) Granting Liens and
Superpriority Claims, (IV) Granting Adequate Protection to Prepetition Secured Parties, (V) Modifying Automatic Stay, (VI) Scheduling Final Hearing, and (VII) Granting Related Relief (Docket No. 35) (the “DIP Motion”).
|
35 |
Final Order (I) Authorizing Debtors to Obtain Postpetition Financing, (II) Authorizing Debtors to Use Cash Collateral, (III) Granting Liens and Superpriority Claims, (IV) Granting
Adequate Protection to Prepetition Secured Parties, and (V) Modifying Automatic Stay (ECF No. 526) (the “Final DIP Order”).
|
C.
|
Retiree Benefits
|
36 |
Motion for an Order (I) Confirming Inapplicability of Section 1114 of the Bankruptcy Code; (II) In the Alternative, Approving Debtors’ Prepetition Termination of Retiree Benefits
Pursuant to Section 1114(L) of the Bankruptcy Code; and (III) Granting Related Relief (Docket No. 44) (the “Retiree Benefits Motion”),
|
D.
|
Procedural Motions and Retention of Professionals
|
E.
|
Sale Transaction and Global Settlement
|
a) |
Summary of the Sale Transaction
|
37 |
The Debtors conducted an investigation into potential causes of action against their insiders and do not currently believe there are any actionable claims.
|
b) |
Bidding Procedures
|
c) |
Supplement to the Sale Motion
|
38 |
Order (I) Approving (A) Bidding Procedures, (B) Designation of Stalking Horse Bidder and Stalking Horse Bid Protections,(C) Scheduling Auction and Sale Hearing, (D) Form and
Manner of Notice of Sale, Auction, and Sale Hearing, and (E) Assumption and Assignment Procedures and Form and Manner of Notice of Assumption and Assignment and (II) Granting Related Relief (Docket No. 505) (the “Bidding Procedures Order”).
|
d) |
The Global Settlement
|
• |
the Debtors agreed not to take on any action, or refrain from taking any action, to intentionally jeopardize the general unsecured creditor recoveries based on the Distributable Value Analysis (as defined in the
Sale Order);
|
• |
the Debtors and the Creditors’ Committee agreed to work in good faith on a chapter 11 plan to facilitate, implement, and give effect to the Global Settlement;
|
• |
the DIP ABL Secured Parties agreed to reduce their recovery by $800,000;
|
• |
the Creditors’ Committee and each of its members agreed not to pursue any Challenge (as defined in the DIP Order) against the Prepetition Secured Parties or the DIP ABL Secured Parties;
|
• |
the Debtors, the Purchaser, the DIP ABL Secured Parties, and certain related parties agreed to waive and release causes of action under chapter 5 of the Bankruptcy Code;
|
• |
the Debtors agreed to escrow certain amounts as further security for repayment of fees, costs and expenses of the DIP Agent’s professionals during the Chapter 11 Cases; and
|
• |
the Creditors’ Committee’s professionals’ fee cap in the DIP Budget would be increased to $1.5 million a month.
|
e) |
Approval of the Sale Transaction
|
f) |
Closing of the Sale Transaction and the Post-Closing Adjustments
|
• |
minus a cash deposit of $55,000,000, which was received by the Debtors on the Closing Date from the escrow agent;
|
• |
minus a $10,000,000 deposit paid by the Purchaser to the escrow agent for the purpose of post-Closing adjustments (the “Adjustment Escrow Amount”);
|
• |
minus an amount for the letters of credit assumed by the Purchaser;
|
• |
minus $1,600,000, which was subsequently paid by the Purchaser to the Cash Balance Plan;
|
• |
minus the Severance Deduction;39 and
|
• |
minus the aggregate amount of principal and interest owed to the Purchaser under the DIP Facilities.
|
• |
The Purchaser reimbursed the Debtors for $1,692 in legal fees incurred by the Debtors prior to closing in connection with the proposed sale leaseback transaction with respect to the Debtors’ Burleigh (Wauwatosa) manufacturing facility;
|
• |
On October 7, 2020, the Debtors paid the Purchaser $6,745.79, which amount represents the proceeds from the disposition of 260 shares of Toyota Motor Corporation owned by Briggs & Stratton Corporation; and
|
• |
On December 20, 2020, either (i) the Purchaser will pay the Debtors any portion of the Severance Deduction that has not been paid in severance or (ii) the Debtors will pay the Purchaser any severance that has been paid in excess of the
Severance Deduction.
|
39 |
As defined in section (II)(D)(b)(ii) supra.
|
F.
|
Appointment of the Creditors’ Committee
|
G.
|
Bar Date
|
40 |
Additionally, the Bar Date Order provides that (a) notwithstanding any other provision therein, in the event the Debtors file a notice of previously unfiled Schedules (as defined in the Bar Date Order) or notice
of an amendment or supplement to the Schedules, such notice shall clearly indicate the deadline by which each claimant holding a claim affected by such filing, amendment or supplement must file a Proof of Claim with respect to such claim
(the “Amended Schedules Bar Date”), and (b) notwithstanding any other provision therein, in the event the Debtors file a motion requesting authority to approve rejection of any executory contract or
unexpired lease of the Debtors and the Court enters an order granting such motion, the Debtors shall provide notice of the order granting rejection to all claimants affected by such rejection and such notice shall clearly indicate the
deadline by which a claimant asserting a claim resulting from the Debtors’ rejection of an executory contract or unexpired lease must file a Proof of Claim for damages arising from such rejection (the “Rejection
Damages Bar Date” and, together with the General Bar Date, the Governmental Bar Date, and the Amended Schedules Bar Date, the “Bar Dates”).
|
H.
|
Statements and Schedules, and Rule 2015.3 Financial Reports
|
I.
|
Automatic Stay Motions
|
J.
|
Workers’ Compensation
|
41 |
Motion of Debtors for Interim and Final Orders (I) Authorizing Debtors to (A) Continue Insurance Policies and Programs, (B) Continue Surety Bond Program, (C) Pay All Insurance and
Surety Obligations, (II) Lifting the Automatic Stay for Workers’ Compensation Claims, and (II) Granting Related Relief (Docket No. 9).
|
K.
|
Executory Contracts
|
L.
|
Plaintiff-Side Litigations
|
M.
|
Remaining Assets
|
• |
Real Property in Murray, Kentucky, valued at approximately $[1.5] million;
|
• |
Real Property in Fort Pierce, Florida, valued at approximately $[327,000];
|
• |
Real Property in Madison County, New York, valued at approximately $[48,000];42
|
• |
All personal property retained at the Real Property sites in Kentucky, Florida, and New York;
|
• |
Certain tax refunds, valued at approximately $[4.0] million;
|
• |
Cash-surrender value of the life insurance purchased on the Debtors’ officers, valued at approximately $[2.9] million;
|
• |
Interest in the Insurance Litigation (as discussed above) valued at approximately $[0-10] million;
|
• |
Interest in the CMS Case (as discussed above) valued at approximately $[257,000], and potential recovery from other pending Natural Gas Cases;
|
• |
$[1.0] million interest in the TIFF Loan Agreement (as discussed above);
|
• |
A potential $32.0 million of released collateral held by the Surety in the Exmark appeal (as discussed above);43
|
• |
Potential recovery from excess workers’ compensation bonds held by various states (as discussed above);
|
• |
Potential recovery from the cancellation of workers’ compensation insurance (as discussed above);
|
• |
Certain residual insurance policies (as discussed below); and
|
• |
$15.1 million of cash on hand, as of the Closing Date.
|
42 |
The Madison County property is subject to a donation agreement by the Debtors to the local school district.
|
43 |
The Federal Circuit entered judgment in favor of Exmark on October 6, 2020. The Debtors are considering whether they can and should pursue further action in the Exmark Litigation.
|
N.
|
Claims Against the Estates
|
44 |
Final Order (I) Authorizing Debtors to Pay Prepetition Obligations in the Ordinary Course of Business to (A) Critical Vendors, (B) Foreign Creditors, and (C) 503(b)(9) Claimants;
and (II) Granting Related Relief (Docket No. 534) (the “Critical Vendor Order”).
|
45 |
Order (I) Authorizing Payment of Prepetition Claims of Shippers, Warehousemen, Import/Export Provders, and Other Lien Claimants, (II) Confirming Administrative Expense Priority of
Undisputed Prepetition Orders, (III) Authorizing Payment of Such Obligations in the Ordinary Course of Business, and (IV) Granting Related Relief (Docket No. 150) (the “Shippers Order”).
|
O.
|
Asbestos and Products Liability Insurance
|
46 |
The Debtors estimate the total amount of general unsecured claims for BSC is $[630] million, for Billy Goat is $[432] million, and for Allmand Bros. is $[434] million, respectively. The Debtors estimate the total
amount of general unsecured claims for both B&S International and B&S Tech is $225 million, as the Debtors believe the PBGC holds the only claim for both of these Debtors. The estimates for general unsecured claims against each
individual Debtor include estimates for claims that are asserted against multiple Debtors, resulting in a combined $[640] million claims against all five Debtors.
|
P.
|
The Plan and the Wind-Down Process
|
47 |
The recovery analysis does not include additional recovery creditors may be able to from the Debtors’ insurance policies.
|
A.
|
Administrative Expenses and Priority Claims
|
i. |
Administrative Expense Claims.
|
ii. |
Fee Claims.
|
48 |
Section 1.117 of the Plan defines the Wind-Down as following the Effective Date, 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.
|
49 |
Section 1.118 of the Plan defines the Wind-Down Budget as an amount estimated and reserved by the Debtors, the Wind-Down Estates, or the Plan Administrator, as applicable, for the purpose of adequately funding the
Wind-Down.
|
iii. |
DIP Claims.
|
iv. |
Unsecured Notes Indenture Trustee Fees and Expenses.
|
Class
|
Designation
|
Treatment
|
Entitled to Vote
|
1(a)
|
Priority Tax Claims against BSC
|
Unimpaired
|
No (Presumed to accept)
|
1(b)
|
Priority Tax Claims against BGI
|
Unimpaired
|
No (Presumed to accept)
|
1(c)
|
Priority Tax Claims against ABI
|
Unimpaired
|
No (Presumed to accept)
|
1(d)
|
Priority Tax Claims against BSI
|
Unimpaired
|
No (Presumed to accept)
|
1(e)
|
Priority Tax Claims against BST
|
Unimpaired
|
No (Presumed to accept)
|
2(a)
|
Priority Non-Tax Claims against BSC
|
Unimpaired
|
No (Presumed to accept)
|
2(b)
|
Priority Non-Tax Claims against BGI
|
Unimpaired
|
No (Presumed to accept)
|
2(c)
|
Priority Non-Tax Claims against ABI
|
Unimpaired
|
No (Presumed to accept)
|
2(d)
|
Priority Non-Tax Claims against BSI
|
Unimpaired
|
No (Presumed to accept)
|
2(e)
|
Priority Non-Tax Claims against BST
|
Unimpaired
|
No (Presumed to accept)
|
3(a)
|
Other Secured Claims against BSC
|
Unimpaired
|
No (Presumed to accept)
|
3(b)
|
Other Secured Claims against BGI
|
Unimpaired
|
No (Presumed to accept)
|
3(c)
|
Other Secured Claims against ABI
|
Unimpaired
|
No (Presumed to accept)
|
3(d)
|
Other Secured Claims against BSI
|
Unimpaired
|
No (Presumed to accept)
|
3(e)
|
Other Secured Claims against BST
|
Unimpaired
|
No (Presumed to accept)
|
4(a)
|
General Unsecured Claims against BSC
|
Impaired
|
Yes
|
4(b)
|
General Unsecured Claims against BGI
|
Impaired
|
Yes
|
4(c)
|
General Unsecured Claims against ABI
|
Impaired
|
Yes
|
4(d)
|
General Unsecured Claims against BSI
|
Impaired
|
Yes
|
4(e)
|
General Unsecured Claims against BST
|
Impaired
|
Yes
|
5(a)
|
Subordinated Securities Claims against BSC
|
Impaired
|
No (Deemed to reject)
|
5(b)
|
Subordinated Securities Claims against BGI
|
Impaired
|
No (Deemed to reject)
|
5(c)
|
Subordinated Securities Claims against ABI
|
Impaired
|
No (Deemed to reject)
|
5(d)
|
Subordinated Securities Claims against BSI
|
Impaired
|
No (Deemed to reject)
|
5(e)
|
Subordinated Securities Claims against BST
|
Impaired
|
No (Deemed to reject)
|
6(a)
|
Intercompany Interests in BGI
|
Impaired
|
No (Deemed to reject)
|
6(b)
|
Intercompany Interests in ABI
|
Impaired
|
No (Deemed to reject)
|
6(c)
|
Intercompany Interests in BSI
|
Impaired
|
No (Deemed to reject)
|
6(d)
|
Intercompany Interests in BST
|
Impaired
|
No (Deemed to reject)
|
7(a)
|
Equity Interests in BSC
|
Impaired
|
No (Deemed to reject)
|
a) |
Cancellation of Debt and Reduction of Tax Attributes
|
b) |
Limitation of NOL Carryforwards and Other Tax Attributes
|
c) |
Transfer of Assets to a Liquidating Trust
|
a) |
Holders of General Unsecured Claims Against Each of BSC, BGI, ABI, BSI and BST
|
b) |
Distributions with Respect to Accrued But Unpaid Interest or OID
|
c) |
Character of Gain or Loss
|
a) |
Classification of a Liquidating Trust
|
b) |
General Tax Reporting by a Liquidating Trust and Holders of Beneficial Interests
|
c) |
Tax Reporting for Liquidating Trust Assets Allocable to Disputed Claims
|
a) |
Risk of Non-Confirmation of Plan
|
b) |
Risk of Failing to Satisfy Vote Requirement
|
c) |
Risk of Separately Confirmed Plans
|
d) |
Risk of Non-Occurrence of Effective Date
|
50 |
The Debtors reserve the right to argue that the Plan may be confirmed as long as there is one impaired accepting class of creditors in the joint plan. See In re
Transwest Resort Properties Inc., 881 F.3d 724 (9th Cir. 2018).
|
e) |
Risk Related to Possible Objections to Plan
|
f) |
Conversion to Chapter 7
|
g) |
Post-Closing Statement Could Impact the Amount Available for Creditors
|
a) |
Claims Could be More than Projected
|
b) |
Administrative and Wind-Down Costs Could be More than Projected
|
c) |
Recovery on the Miscellaneous Remaining Assets Could be Less than Projected
|
d) |
Debtors Could Withdraw Plan
|
e) |
Debtors Have No Duty to Update
|
f) |
No Representations Outside Disclosure Statement are Authorized
|
g) |
No Reliance on Failure to Identify Litigation Claims or Projected Objections
|
h) |
No Legal or Tax Advice is Provided by Disclosure Statement
|
i) |
No Admission Made
|
j) |
Certain Tax Consequences
|
51 |
Pursuant to Section 1.111 of the Plan, “Unsecured Notes Claims” means any Claims arising under the Unsecured Notes Indenture against BSC, as issuer, and ABI and BGI, as guarantors.
|
a) |
Miscellaneous
|
b) |
Fiduciaries and Other Representatives
|
c) |
Agreements Upon Furnishing Ballots
|
d) |
Change of Vote
|
e) |
Waivers of Defects, Irregularities, etc.
|
Debtors
Briggs & Stratton Corporation, et al.
c/o Kurtzman Carson Consultants LLC,
222 N. Pacific Coast Highway
Suite 300
El Segundo, California 90245
|
Office of the U.S. Trustee
Office of the U.S. Trustee for
the Eastern District of Missouri
111 South 10th Street
Suite 6.353
St. Louis, Missouri 63102
Attn: Sirena T. Wilson, Esq.
Email: sirena.wilson@usdoj.gov
|
Attorneys to the Debtors
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attn: Ronit J. Berkovich, Esq.
Debora A. Hoehne, Esq.
Martha E. Martir, Esq.
Email: ronit.berkovich@weil.com
debora.hoehne@weil.com
martha.martir@weil.com
|
Attorneys to the Debtors
Carmody MacDonald P.C.
120 S Central Ave
#1800
Clayton, Missouri 63105
Attn: Robert E. Eggmann, Esq.
Christopher J. Lawhorn, Esq.
Thomas H. Riske, Esq.
Email: ree@carmodymacdonald.com
cjl@carmodymacdonald.com
thr@carmodymacdonald.com
|
Attorneys to the Creditors’ Committee
Brown Rudnick LLP
7 Times Square
New York, New York 10036
Attn.: Robert J. Stark, Esq.
Oksana P. Lashko, Esq.
Andrew M. Carty, Esq.
Email: rstark@brownrudnick.com
olashko@brownrudnick.com
acarty@brownrudnick.com
|
Attorneys to the Creditors’ Committee
Doster Ullom & Boyle, LLC
16150 Main Circle Drive
Suite 250
Chesterfield, Missouri 63017
Attn: Gregory D. Willard, Esq.
Alexander L. Moen, Esq.
Email: gwillard@dubllc.com
amoen@dubllc
|
UNLESS AN OBJECTION TO CONFIRMATION IS TIMELY SERVED AND FILED, IT MAY
NOT BE CONSIDERED BY THE BANKRUPTCY COURT.
|
(i) |
Requirements of Section 1129(a) of Bankruptcy Code
|
(ii) |
Additional Requirements for Non-Consensual Confirmation Under Section 1129(b) of the Bankruptcy Code
|
Dated:
|
[_____], 2020 |
|
By:
|
||
Name: Kathryn M. Buono
|
Title: | Vice President & Secretary |
BRIGGS & STRATTON CORPORATION
|
|
BILLY GOAT INDUSTRIES, INC.
|
|
ALLMAND BROS., INC.
|
|
BRIGGS & STRATTON INTERNATIONAL, INC.
|
|
BRIGGS & STRATTON TECH, LLC
|
Document and Entity Information |
Oct. 06, 2020 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Oct. 06, 2020 |
Entity Registrant Name | BRIGGS & STRATTON CORPORATION |
Entity Incorporation, State or Country Code | WI |
Entity File Number | 001-01370 |
Entity Tax Identification Number | 39-0182330 |
Entity Address, Address Line One | 12301 West Wirth Street |
Entity Address, City or Town | Wauwatosa |
Entity Address, State or Province | WI |
Entity Address, Postal Zip Code | 53222 |
City Area Code | 414 |
Local Phone Number | 259-5333 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0000014195 |
Title of 12(b) Security | Common Stock (par value $0.01 per share) |
Trading Symbol | BGGSQ |
Security Exchange Name | NONE |
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