Document

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): July 13, 2020
 
BRIGGS & STRATTON CORPORATION
(Exact name of registrant as specified in its charter)
 

Wisconsin 1-1370 39-0182330
(State or other jurisdiction(Commission(I.R.S. Employer
 of incorporation)File Number)   Identification No.)

12301 West Wirth Street, Wauwatosa, Wisconsin 53222
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (414) 259-5333


        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 (see General Instruction A.2 below):

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

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

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

o 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 classTrading SymbolName of each exchange on which registered
Common Stock (par value $0.01 per share)BGGNew York Stock Exchange

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    o

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.    o


BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 14, 2020, Briggs & Stratton Corporation (the “Company”), Briggs & Stratton AG (“B&S AG”) and certain other subsidiaries of the Company entered into an Amendment No. 6 to Revolving Credit Agreement (the “Amendment”) among the Company, B&S AG, the other loan parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”). The Amendment amends the Revolving Credit Agreement, dated as of September 27, 2019, among the Company, B&S AG, the other subsidiary borrowers from time to time party thereto, the lenders and issuing banks from time to time party thereto and the Agent (such agreement, as previously amended, the “Existing Credit Agreement”, and the Existing Credit Agreement as amended by the Amendment, the “Credit Agreement”). The Amendment amends the Existing Credit Agreement to, among other things:

revise the event of default respecting approval of a permitted junior debt financing, equity issuance and/or real property sale-leaseback transaction to require such a transaction to have its proposed terms and conditions approved by the required lenders and the Agent, and to be closed, effective and fully funded on such approved terms, in each case on or before July 19, 2020;
provide for all borrowings by the Company to bear interest based on the base rate instead of LIBOR; and
waive the occurrence of any cross-default that would otherwise arise due to the Company’s non-payment of interest on its 6.875% senior notes due 2020 on July 15, 2020, unless the note holders take certain enforcement actions as a result of such non-payment.

On July 14, 2020, after the effectiveness of the Amendment, the Company and its subsidiaries had $271.3 million of borrowings and $50.1 million of letters of credit outstanding under the Credit Agreement. As a result, availability under the Credit Agreement was $65.6 million as of July 14, 2020.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On July 13, 2020, the Board of Directors of the Company approved changes to the titles of certain of its executive officers to more closely align with their respective roles and responsibilities in connection with the Company's previously-announced strategic repositioning. Among the changes approved:

David J. Rodgers has been named Senior Vice President Corporate Development & President – Job Site.
William H. Reitman has been named Senior Vice President Sales – Americas Turf & Consumer Products.

No changes were made to any compensatory arrangements with Messrs. Rodgers and Reitman in connection with the changes to their titles.

ITEM 7.01. REGULATION FD DISCLOSURE.

Interest Payment Default

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
As previously reported, the Company, with the approval of the Board of Directors of the Company, chose not to make an interest payment of $6.7 million due on June 15, 2020 with respect to the Company’s outstanding 6.875% senior notes due 2020 (the “Notes”) and, as provided for in the indenture governing the Notes (the “Indenture”), entered into the 30-day grace period (the “Grace Period”) to make such payment. The Company did not make such interest payment prior to the expiration of the Grace Period, which resulted in an event of default under the Indenture. While the event of default is continuing under the Indenture, the Trustee or holders of at least 25% in aggregate principal amount of the Notes may, among other things, accelerate 100% of the principal of, and accrued and unpaid interest on, the Notes to be due and payable immediately upon such acceleration and seek immediate repayment in full of such amounts.

The Company is continuing to engage in negotiations and discussions with respect to the Company’s indebtedness. There can be no assurance, however, that the Company will be able to negotiate acceptable terms or to reach any agreement with respect to its indebtedness, which could result in the Company seeking relief in bankruptcy proceedings.

Cleansing Material

The Company has engaged in confidential discussions and negotiations under separate confidentiality agreements (the “Confidentiality Agreements”) with certain holders of the Notes (the “Ad Hoc Group”) issued by the Company regarding potential transactions to enhance the capital structure of the Company.

As of July 15, 2020, the Confidentiality Agreements have expired and the Company has not reached an agreement with respect to any strategic transaction with the Ad Hoc Group. Although the Company is actively pursuing opportunities to improve its capital structure, some or all of the foregoing potential transactions or other alternatives may not be pursued by the Company, may not be available to it or may not be announced in the foreseeable future or at all. If the Company is unable to complete such a transaction or other alternative, on favorable terms or at all, due to market conditions or otherwise, its financial condition would be materially and adversely affected, and the Company would likely need to seek relief in bankruptcy proceedings.

Pursuant to the Confidentiality Agreements, the Company agreed to publicly disclose certain Confidential Information (the “Confidential Information”) upon the occurrence of certain events set forth in the Confidentiality Agreements. A copy of the Confidential Information is attached to this current report on Form 8-K as Exhibit 99.1. The Confidential Information was prepared by the Company to facilitate a discussion regarding potential transactions between the Company and the Ad Hoc Group. The Confidential Information was not prepared with a view toward public disclosure and should not be relied upon to make an investment decision with respect to the Company. The inclusion of the Confidential Information should not be regarded as an indication that the Company or any third party considers the Confidential Information to be a reliable prediction of future events, and the Confidential Information should not be relied upon as such. The Confidential Information includes certain potential values for illustrative purposes only and such values are not the result of, and do not represent, actual valuations, estimates, forecasts or projections of the Company or any third party and should not be relied upon as such. Neither the Company nor any third party has made or makes any representation to any person regarding the accuracy of any Confidential Information or the ultimate outcome of any potential restructuring transaction, and none of them undertakes any obligation to publicly update the Confidential Information to reflect circumstances existing after the date when the Confidential Information was prepared or conveyed or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Confidential Information are shown to be in error. No assurance can be given that any transactions with the Ad Hoc Group will occur at all, and the Company would likely need to seek relief in bankruptcy proceedings.

3

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
The information disclosed in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such a filing.



4

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

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

Exhibit No.Description
10.1
99.1

5

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

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
 (Registrant)
Date:July 15, 2020 /s/ Mark A. Schwertfeger
 Mark A. Schwertfeger
 Senior Vice President and Chief Financial Officer
Duly Authorized Officer


6
briggs_amendmentno6toabl
EXECUTION VERSION AMENDMENT NO. 6 TO REVOLVING CREDIT AGREEMENT This Amendment No. 6 to Revolving Credit Agreement, dated as of July 14, 2020 (this “Amendment”), is among BRIGGS & STRATTON CORPORATION, a Wisconsin corporation (the “Lead Borrower”), each other Loan Party, JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) and the lenders party hereto (the “Lenders”). Capitalized terms used and not otherwise defined herein have the definitions provided therefor in the Credit Agreement referenced below. W I T N E S S E T H: WHEREAS, the Lead Borrower, the other Borrowers from time to time party thereto, the Lenders (as defined therein) from time to time party thereto and the Administrative Agent are parties to that certain Revolving Credit Agreement, dated as of September 27, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”); WHEREAS, pursuant to Section 13.12 of the Credit Agreement, the Loan Parties party to the Credit Agreement, the Administrative Agent and the Required Lenders may amend the Credit Agreement; and WHEREAS, the Lead Borrower has requested that the Administrative Agent and the Required Lenders amend, and the Administrative Agent and the Required Lenders have agreed to amend, the Credit Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto agree as follows: 1. Amendments to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 3 below, the parties hereto agree that: (a) Section 2.03 is hereby amended to add the following sentence at the end of such Section: Notwithstanding anything contained in this Agreement, from and after July 13, 2020, any Borrowing by a U.S. Borrower shall be in U.S. Dollars only and shall be comprised entirely of Base Rate Loans and no U.S. Borrower shall be permitted to request LIBO Rate Loans hereunder. (b) The last sentence of Section 2.08(e) of the Credit Agreement is hereby amended by deleting the words “and the Administrative Agent, at the request of the Required Lenders, so notifies the Lead Borrower”. (c) Section 2.08 of the Credit Agreement is hereby amended to add a new clause (f) which shall read as follows: (f) Notwithstanding anything contained in this Agreement, from and after July 13, 2020, no Borrowing by a U.S. Borrower in U.S. Dollars may be converted or continued as Borrowings of LIBO Rate Loans and all such Borrowings shall be comprised entirely of Base Rate Loans. US-DOCS\116967419.4


 
(d) Section 11.01(o) of the Credit Agreement is hereby amended by replacing the words “July 15, 2020” therein with the words “July 19, 2020”. 2. Conditional Limited Waiver. The Lead Borrower has requested the Administrative Agent and the Required Lenders to waive the occurrence of any Default or Event of Default occurring under Section 11.01(f) of the Credit Agreement as a result of the Borrower’s failure to pay interest in respect of the Senior Notes on July 15, 2020 (the “Specified Default”). In reliance on the representations and warranties of the Lead Borrower set forth in Section 4 below, and subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Lenders party hereto and the Administrative Agent hereby waive the Specified Default but, for the avoidance of doubt, not any other Default or Event of Default; provided that the foregoing waiver shall be null, void and of no further force and effect, and the Administrative Agent and Lenders shall have all the rights and remedies afforded by the Credit Agreement and the other Loan Documents as if such waiver had never been granted immediately upon the occurrence of a Noteholder Enforcement Action. This specific limited conditional waiver applies only to the Specified Default and only for the express circumstances described above. This specific waiver shall not be construed to constitute (i) a waiver of any other event, circumstance or condition or of any other right or remedy available to the Administrative Agent or any Lender pursuant to the Credit Agreement or any other Loan Document or other applicable law or (ii) a custom or course of dealing or a consent to any departure by the Lead Borrower or any other Loan Party from any other term or requirement of the Credit Agreement or any other Loan Document. This Section 2 is a limited conditional waiver and shall not be deemed to constitute a waiver of any other term, provision or condition of the Credit Agreement or any other Loan Document, as applicable, or to prejudice any right, power or remedy that Administrative Agent and the Lenders may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document or other applicable law. For purposes of this Section 2, “Noteholder Enforcement Action” shall mean, for any holder of the Senior Notes and/or any indenture trustee, agent or other representative thereof, (a) to take from or for the account of the Lead Borrower or any of its Subsidiaries (“Briggs Party”) by set-off or in any other manner, the whole or any part of any moneys which may now or hereafter be owing by such Briggs Party with respect to any Indebtedness under the Senior Notes (such Indebtedness, the “Specified Debt”), (b) to sue for payment of, or to initiate or participate with others in any suit, action or proceeding against any Briggs Party to (i) enforce payment of or to collect the whole or any part of the Specified Debt, (ii) commence or join with other Persons to commence any voluntary or involuntary insolvency, bankruptcy, receivership, interim-receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of any Briggs Party, initiated under any Debtor Relief Laws, or (iii) commence judicial or private enforcement of any of the rights and remedies under the documents evidencing or otherwise relating to the Specified Debt or applicable law with respect to the Specified Debt, (c) to accelerate all or any portion of the Specified Debt, (d) to take any action to enforce any rights or remedies with respect to the Specified Debt, (e) to exercise any conversion option to convert the Specified Debt into equity or put option or to cause any Briggs Party to honor any redemption or mandatory prepayment obligation under any document evidencing or otherwise relating to the Specified Debt or (f) directly or indirectly support any action described in (a) to (e) above taken by any other Person. 3. Conditions Precedent. The effectiveness of this Amendment is subject to the conditions precedent that: (a) the Administrative Agent shall have received counterparts to this Amendment, duly executed by each Loan Party, the Administrative Agent and Lenders constituting the Required Lenders; and 2


 
(b) the Administrative Agent and its Affiliates shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel for the Administrative Agent) required to be reimbursed or paid by the Borrowers in connection with this Amendment and the other Loan Documents. 4. Representations and Warranties. To induce the Administrative Agent to enter into this Amendment, each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders that: (a) This Amendment and the Amended Credit Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, administration, examinership, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; and (b) As of the date hereof and immediately after giving effect to the terms of this Amendment, (i) no Default or Event of Default (other than the Specified Default) has occurred and is continuing and (ii) the representations and warranties of the Loan Parties set forth in the Credit Agreement are true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty), except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such date (without duplication of any materiality standard set forth in any such representation or warranty). 5. Reaffirmation. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each Loan Party consents to this Amendment and reaffirms the terms and conditions of the Guarantee Agreement and any other Loan Document executed by it and acknowledges and agrees that such agreements and each and every such Loan Document executed by the undersigned in connection with the Amended Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above referenced documents shall be a reference to the Amended Credit Agreement and as the same may from time to time hereafter be amended, modified or restated. 6. Reference to and Effect on the Credit Agreement. (a) Upon the effectiveness hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in any other Loan Document to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof,” and words of like import), shall mean and be a reference to the Amended Credit Agreement and this Amendment and the Credit Agreement shall be read together and construed as a single instrument referred to herein as the Amended Credit Agreement. (b) Except as expressly amended hereby, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby reaffirmed, ratified and confirmed. (c) The Liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (and all filings with any Governmental 3


 
Authority in connection therewith) are in all respects continuing and in full force and effect with respect to all Obligations, in each case in accordance with and to the extent contemplated by the terms of the respective Loan Documents. (d) Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith. (e) This Amendment is a Loan Document under (and as defined in) the Credit Agreement. 7. Miscellaneous. (a) Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York. (b) Headings. The headings of the several Sections and subsections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment. (c) Counterparts. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. 8. Release; Loan Party Acknowledgment. (a) In consideration of, among other things, the Administrative Agent’s and the Lenders’ execution and delivery of this Amendment, each of the Lead Borrower and the other Loan Parties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors, and assigns (collectively, the “Releasors”), hereby absolutely, unconditionally, irrevocably, and forever agrees and covenants not to sue or prosecute (at law, in equity, in any regulatory proceeding, or otherwise) against any Releasee (as hereinafter defined) and hereby forever waives, releases, and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off, and recoupment), defenses, affirmative defenses, actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, agreements, provisions, liabilities, demands, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the “Claims”) that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against the Administrative Agent, the Collateral Agent, the Australian Security Trustee, the Issuing Banks, the Swingline Lender and/or any or all of the Lenders and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, partners, employees, agents, attorneys, insurers, and other representatives of each of the foregoing (collectively, the “Releasees”), in each case based 4


 
in whole or in part on facts, whether or not now known, existing on or before the date of this Amendment, in each case that relate to, arise out of, or otherwise are in connection with: (i) any or all of the Loan Documents or financing transactions contemplated thereby or any actions or omissions in connection therewith; or (ii) any aspect of the dealings or relationships between or among the Lead Borrower and the other Loan Parties, on the one hand, and any or all of the Administrative Agent, the Collateral Agent, the Australian Security Trustee, the Issuing Banks, the Swingline Lender and/or any or all of the Lenders, on the other hand, relating to any or all of the documents, transactions, actions, or omissions referenced in clause (i) hereof. The receipt by the Lead Borrower or any other Loan Party of any Loans or other financial accommodations made by any Lender after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees which are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Amendment, the Lead Borrower and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts, or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts, and/or omissions or the accuracy, completeness, or validity hereof. If the Lead Borrower, any other Loan Party, any other Releasor or any of their successors, assigns, or other legal representatives violates the covenant in this Section 8(a), the Lead Borrower and the other Loan Parties, each for itself and its successors, assigns, other Releasors and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all reasonable and documented attorneys’ fees and costs incurred by any Releasee as a result of such violation. The provisions of this Section 8(a) (the “Release Provisions”) shall survive the termination of this Amendment, the Amended Credit Agreement, and the other Loan Documents and payment in full of the Obligations. (b) The Lead Borrower and the other Loan Parties acknowledge and agree that the Administrative Agent and the Lenders are entering into this Amendment in reliance upon, and is consideration for, among other things, the general releases and indemnities contained in the Release Provisions and the other covenants, agreements, representations, and warranties of the Lead Borrower and the other Loan Parties hereunder. [Remainder of Page Intentionally Left Blank] 5


 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. BRIGGS & STRATTON CORPORATION, as Lead Borrower By: /s/ Andrea L. Golvach Name: Andrea L. Golvach Title: Vice President and Treasurer BRIGGS & STRATTON AG, as a Loan Party By: /s/ Mark A. Schwertfeger Name: Mark A. Schwertfeger Title: Member of the Board of Directors BRIGGS & STRATTON INTERNATIONAL AG, as a Loan Party By: /s/ Mark A. Schwertfeger Name: Mark A. Schwertfeger Title: Member of the Board of Directors BILLY GOAT INDUSTRIES, INC., as a Loan Party By: /s/ Andrea L. Golvach Name: Andrea L. Golvach Title: Treasurer ALLMAND BROS., INC., as a Loan Party By: /s/ Andrea L. Golvach Name: Andrea L. Golvach Title: Treasurer Signature Page to Amendment No. 6 to Credit Agreement


 
Signed, sealed and delivered by BRIGGS & STRATTON AUSTRALIA PTY. LIMITED ACN 006 576 656 in accordance with section 127 of the Corporations Act 2001 (Cth) by: /s/ Mark A. Schwertfeger /s/ Andrea L. Golvach Signature of director Signature of director/secretary Mark A. Schwertfeger Andrea L. Golvach Name of director (print) Name of director/secretary (print) Signature Page to Amendment No. 6 to Credit Agreement


 
Signed, sealed and delivered by VICTA LTD ACN 000 341 640 in accordance with section 127 of the Corporations Act 2001 (Cth) by: /s/ Mark A. Schwertfeger /s/ Andrea L. Golvach Signature of director Signature of director/secretary Mark A. Schwertfeger Andrea L. Golvach Name of director (print) Name of director/secretary (print) Signature Page to Amendment No. 6 to Credit Agreement


 
JPMORGAN CHASE BANK, N.A., individually as a Lender and as Administrative Agent By: /s/ John Morrone Name: John Morrone Title: Authorized Signer Signature Page to Amendment No. 6 to Credit Agreement


 
JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as a Swiss Lender By: /s/ Kennedy A. Capin Name: Kennedy A. Capin Title: Authorized Officer Signature Page to Amendment No. 6 to Credit Agreement


 
BANK OF AMERICA, N.A., as a Lender By: /s/ Brian Conole Name: Brian Conole Title: Senior Vice President Signature Page to Amendment No. 6 to Credit Agreement


 
BANK OF MONTREAL, as a Lender By: /s/ Sarah E. Fyffe Name: Sarah E. Fyffe Title: Vice President BANK OF MONTREAL, LONDON BRANCH, as a Lender By: /s/ Tom Woolgar Name: Tom Woolgar Title: MD By: /s/ Sylvain Martinez Name: Sylvain Martinez Title: MD, CRO EMEA Signature Page to Amendment No. 6 to Credit Agreement


 
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Nykole Hanna Name: Nykole Hanna Title: Authorized Signatory WELLS FARGO BANK, NATIONAL ASSOCIATION, LONDON BRANCH, as a Lender By: /s/ Alison Powell Name: Alison Powell Title: Authorized Signatory Signature Page to Amendment No. 6 to Credit Agreement


 
U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Andrew Stredde_________ Name: Andrew Stredde Title: Vice President Signature Page to Amendment No. 6 to Credit Agreement


 
CIBC BANK USA, as a Lender By: /s/ Venkat Ravichandran_________ Name: Venkat Ravichandran Title: Officer Signature Page to Amendment No. 6 to Credit Agreement


 
KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ John P. Hecker_______ Name: John P. Hecker Title: Senior Vice President Signature Page to Amendment No. 6 to Credit Agreement


 
FIRST MIDWEST BANK, as a Lender By: /s/ Thomas Brennan _________ Name: Thomas Brennan Title: Vice President Signature Page to Amendment No. 6 to Credit Agreement


 
briggs-exhibit991xcleans
Project Badger: Senior Noteholder Discussion Materials June 2020 | Strictly Confidential


 
Disclaimer By accepting this presentation (this “Memorandum”), recipients acknowledge that they have read, understood and accepted the terms of this Disclaimer. This Memorandum is the property of, and contains the proprietary and confidential information of, Briggs & Stratton Corporation and its direct and indirect subsidiaries (collectively, the “Company”) and is being provided solely for informational purposes. Any estimates contained herein may be forward-looking in nature and involve significant elements of subjective judgment and analysis, which may or may not be correct. Forecasts and estimates regarding the Company's industry and end markets are based good faith estimates of the Company’s management, which estimates are based upon their review of relevant information including internal surveys, independent industry publications and other publicly available information. There can be no assurance these forecasts and estimates will prove accurate in whole or in part. There can be no assurance that any of the information contained herein is reflective of future performance to any degree. No representation or warranty, express or implied, is or will be given by the Company or its affiliates, directors, officers, partners, employees, agents or advisers or any other person as to the accuracy, completeness, reasonableness or fairness of any information contained in this Memorandum and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. Accordingly, this Memorandum should not be relied upon for the purpose of evaluating the performance of the Company or for any other purpose, and neither the Company nor any of its affiliates, directors, officers, partners, employees, agents or advisers nor any other person, shall be liable for any direct, indirect or consequential liability, loss or damages suffered by any person as a result of this Memorandum or their reliance on any statement, estimate, target, projection or forward-looking information in or omission from this Memorandum and any such liability is expressly disclaimed. In all cases, interested parties should conduct their own investigation and analysis of the Company and the information contained herein. All information herein speaks only as of (1) the date hereof, in the case of information about the Company and (2) the date of such information, in the case of information from persons other than the Company. The Company does not undertake any duty to update or revise the information contained herein, publicly or otherwise. You are cautioned not to place undue reliance on the utility of the information in this Memorandum as a predictor of future performance, as projected financial and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond the Company’s control. Risks, uncertainties and other factors may cause future results to differ materially, and potentially adversely, from the historical results or projections contained herein. The historical financial information in this Memorandum includes information that is not presented in accordance with International Financial Reporting Standards (IFRS) or Generally Accepted Accounting Principles (GAAP). Non-GAAP financial measures may be considered in addition to GAAP financial information, but should not be used as substitutes for the corresponding GAAP measures. Non-GAAP measures in this Memorandum may be calculated in ways that are not comparable to similarly titled measures reported by other companies. This Memorandum is subject to the confidentiality provision set forth in the recipients’ applicable Confidentiality Agreement or Non-Disclosure Agreement. This Memorandum should not be considered as a recommendation by the Company or any affiliate or other person in relation to the Company, nor does it constitute an offer or invitation for the sale or purchase of the shares, assets or business of the Company and shall not form the basis of any contract. THIS MEMORANDUM MAY CONTAIN MATERIAL, NON-PUBLIC INFORMATION WITHIN THE MEANING OF APPLICABLE STATE AND FEDERAL SECURITIES LAWS WITH RESPECT TO THE COMPANY AND ITS SECURITIES. 1


 
Disclaimer FORWARD LOOKING STATEMENTS CERTAIN STATEMENTS IN THIS MEMORANDUM CONSTITUTE OR MAY DEEMED TO CONSTITUTE, “FORWARD-LOOKING STATEMENTS” (AS DEFINED IN THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995). SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY, OR INDUSTRY RESULTS, TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENT IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. STATEMENTS IN THIS MEMORANDUM THAT ARE FORWARD-LOOKING ARE BASED ON THE COMPANY’S CURRENT BELIEFS REGARDING A LARGE NUMBER OF FACTORS AFFECTING ITS BUSINESS. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM EXPECTED RESULTS. THE WORDS “BELIEVE,” “EXPECT,” “ANTICIPATE,” “INTEND” AND OTHER SIMILAR EXPRESSIONS GENERALLY IDENTIFY FORWARD-LOOKING STATEMENTS. PROSPECTIVE INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS, WHICH ONLY SPEAK AS OF THEIR DATES. THERE CAN BE NO ASSURANCE THAT (I) THE COMPANY HAS CORRECTLY MEASURED OR IDENTIFIED ALL OF THE FACTORS AFFECTING ITS BUSINESS OR THE EXTENT OF THEIR LIKELY IMPACT, (II) THE PUBLICLY AVAILABLE INFORMATION WITH RESPECT TO THESE FACTORS ON WHICH THE COMPANY’S ANALYSIS IS BASED IS COMPLETE OR ACCURATE, (III) THE COMPANY’S ANALYSIS IS CORRECT OR (IV) THE COMPANY’S STRATEGY, WHICH IS BASED IN PART ON THIS ANALYSIS, WILL BE SUCCESSFUL. FORWARD-LOOKING STATEMENTS INVOLVE NUMEROUS RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM EXPECTED 2


 
Table of Contents Executive Summary 4 Why BGG Is Positioned to Win Over the Long Term 13 Historical and Projected Financials 24 Weekly Cash Flow Projections 34 Appendix 38 3


 
Executive Summary 4


 
Transaction Overview • Briggs & Stratton Corporation (“Briggs & Stratton,” “BGG” or the “Company”) is the world’s largest producer of gasoline engines for outdoor power equipment—with ~50-70%(1) residential engine market share in the United States —and a leading manufacturer of power generation, lawn and garden, turf care and job site products. The Company is also among the market leaders in offerings for commercial applications • The Company has faced several discrete headwinds in recent years, notably: – Consumer preference shifting to “Do-It-For-Me” which has led to reductions in residential consumer engine demand, but offset by growth in commercial, larger engines and products – Disruption in the retail channel given Sears bankruptcy and the focus on e-commerce impacting pricing growth and inventory planning – Operational inefficiencies related to footprint investment and ERP upgrade • Briggs & Stratton has been actively managing through these headwinds with a comprehensive plan that includes plant consolidations, identifying select assets for sale and continuing investment in its rapidly expanding commercial offerings • However, recent developments related to the COVID-19 pandemic have further negatively impacted the business, causing reduced sales, heightened inventory levels, and a strain on the Company’s current liquidity levels • In light of the aforementioned challenges, BGG has undertaken the following actions to mitigate the headwinds facing the business, including: – Completion of the Company's business optimization program and continued implementation of its engineering manufacturing consolidation project, collectively aimed at driving efficiencies to generate substantial savings – Salary reductions, plant/line closures and tighter working capital management – Suspension of quarterly dividends and FQ4’20(2) Board cash retainer fees – The postponement of discretionary capital expenditures (the Company will continue to make maintenance and certain committed capital expenditures) – Entered into Amendment No. 4 to the ABL Facility Credit Agreement and currently engaged in discussions with the ABL Lenders to provide incremental flexibility (1) Market share based on TraQline and OPEI (2) FY2020 ends on June 28, 2020 5


 
Transaction Overview (cont.) • The Company has developed a detailed business plan that reflects the current impacts of the COVID-19 pandemic, the longer term outlook for the business based on a conservative view of the likely recovery as well as the immediate, near-term cost savings actions that the Company can implement without incremental capital need – The Company has not included the full extent of its March 6 announcement in the plan, including the potential sale of assets, in light of the current COVID-19 market backdrop – Furthermore, the plan does not include certain other potential cost savings and repositioning actions • Briggs & Stratton is seeking to raise incremental liquidity to support the Company as it executes its business plan during the COVID-19 downturn • The Company is seeking proposals from potential investors and is open to various alternatives and structures that provide solutions for: – $100-150 million of additional liquidity in FY2021; and – The maturity of $195 million of Senior Unsecured Notes due in December 2020 (ABL Facility has springing maturity of September 2020 if the Senior Unsecured Notes are not refinanced) 6


 
Briggs & Stratton Overview Company Overview Market-Leading Brands and Diverse Product Portfolio • Briggs & Stratton is the world’s largest producer of gasoline engines for outdoor power equipment - ~50-70%(1) Market-Leading Brands Differentiated Product Portfolio residential engine market share in the United States • Leading manufacturer of power generation, lawn and garden, turf care, and job site products; the Company is among the market leaders in offerings for commercial applications #1 Global Power Brand 125 million delivered engines Professional V-Twin Engine Commercial • Global footprint: Offerings marketed and serviced in over powering top walk brands Series™ Engines (13-37 HP) Battery Pack 100 countries • Strong portfolio of global and most preferred brands, including Briggs & Stratton®, Ferris®, Vanguard® • Products serviced through 40,000 dealers globally High Growth Standby Walk Behind Stand-On Generators Mowers Blowers • Strength in residential complemented by fast growth Commercial Brands commercial business • Highly profitable aftermarket business with 50,000 genuine parts in inventory generating above average contribution margins and further room for growth Leading Snow Pressure Zero Turn • Unmatched customer relationships driven by significant after Residential Brands Blowers Washers Mowers sale support • Headquartered in Milwaukee, WI with 10 manufacturing facilities(2) located in the United States, Australia, and China Differentiated International Brands Aftermarket Parts and Services Well-Diversified Business Sales by Segment(3) Sales by Channel(3) Sales by Geography(3) Commercial International 31% 26% Products Engines 50% 50% United States Residential 74% 69% (1) Market share based on TraQline and OPEI; ~70% for walks and ~50% for rides (2) Excludes Murray facility (shutdown will be complete by June 2020) (3) Sales based on LTM as per March 2020; Geography as per December 2019 7


 
Engines Segment Overview Segment Overview Strong Brands and Product Portfolio • Leading manufacturer of small gasoline engines with gross horsepower ranging from 2.5hp up to 40hp and aftermarket parts and services Brand Select Products Value Proposition • Over 125 million engines delivered to date • Wide range of horizontal • #1 provider of gasoline • Offers a superior after-sales support network across 40,000 servicing dealers globally and vertical shaft engines with 50-70%(2) and 50,000 parts engines from 2.5-27hp market share in the • High-growth commercial offerings through the Vanguard brand with a large, untapped United States market potential • Commercial and Residential focus • BGG has a growing suite of battery and Internet of Things products • Power 8 of top 10 mower • ~30% derived from international markets, primarily in Europe brands • Expanding range of commercial engines serving a broader range of applications • Commercial battery • Commercial Focus • Globally regarded for user-driven innovation packs • Innovative features • Vast majority made in USA for close proximity to customer base • Engines from 5-40hp including lowest • Domestic manufacturing with facilities in Auburn, AL, Statesboro, GA, Poplar Bluff, MO, consumption and highest and Wauwatosa, WI performance in class Deep Relationships With Global OEMs and Distributors • Mobile monitoring for • Mobile monitoring solution standby and portable for generators and generators commercial products • Fleet tracking and maintenance scheduling 25,000 Service Dealers Globally End Market Overview Differentiated Platform Other (1) Lawn & Commercial 10% Garden The Clear #1 Residential Power Provider With ~50-70%(2) Share in 23% Equipment Residential Engines Market in the United States 90% Deeply Entrenched Customer Relationships Residential 77% Rapidly Growing Commercial Product Line: ~9% Annual Growth Achieved 2015-2019 (1) Other includes industrial, construction, agricultural, and other consumer applications (2) Market share based on TraQline and OPEI; ~70% for walks and ~50% for rides 8


 
Products Segment Overview Segment Overview Strong Brands and Product Portfolio • BGG has leading market positions across a wide range of principal product Brand Select Products Value Proposition lines, including: – Lawn and garden powered equipment • Blowers • Niche-focused outdoor property cleanup • Leaf vacuums products – Portable and standby generators – Pressure washers • Mowers • Premium commercial turf equipment Commercial • Sprayers • #2 or #3 market positions by end market – Snow throwers – Towable light towers, generators, air compressors, and heaters • Portable Generators • #2 market position • Standby Generators • Significant penetration opportunity • Products sold through multiple channels, including home centers, online, rental channel and independent dealers • Mowers • Residential mowing equipment • Leading aftermarket offering, including parts and services • Domestic manufacturing with facilities in Lee's Summit, MO, Holdrege, NE, • Lawn tractors • Premium residential equipment Munnsville, NY, Sherrill, NY, and Wauwatosa, WI(1) • Snow throwers Representative Customers • Mowers • Well-known mid-market residential and Residential • Lawn tractors commercial equipment • Mowers • Light power equipment for Brazilian market • Generators • Trimmers • Residential lawn and garden equipment for • Chainsaws Australian market >2,500 Independent U.S. Lawn and Garden Dealers • Light towers • #2 market position in light towers • Mobile generators • Jobsite equipment (rental and selling) Sales Breakdown(2) Jobsite Differentiated Platform Commercial 41% Residential 59% Commercial Home Owners Cutting #2 and #3 Market Position in Commercial End Markets Large and Growing U.S. Dealer Network Construction Landscaping Significant White Space Opportunity (1) Murray facility will be shut down by June (2) As of LTM March 2020 9


 
Factors Impacting the Company • An aging and urbanizing population, rising incomes as well as general shift in consumer preference are U.S. Residential Turf Market (Units in Millions) leading to an outgrowth in “Do-It-For-Me” in lieu of “Do-It-Yourself” for residential consumers 7 6.0 6.7 Shifting consumer 6 trends driving • The result is driving a shift in residential lawn and garden mower sales towards larger, professional 5 stagnating equipment vs. smaller equipment, coupled with an elongated replacement cycle for consumer products 2012 2013 2014 2015 2016 2017 2018 2019 residential • Professional equipment generally commands higher prices and the resulting growth has modestly offset North American Commercial Lawn Mower Units (Shipments in Thousands) consumer mower declines in smaller vertical engines and provides a growth opportunity for BGG 400 159 293 volumes • Briggs & Stratton Engine and Product offerings span both small vertical engines for homeowners and 200 0 large vertical engines for professional equipment 2012 2013 2014 2015 2016 2017 2018 2019 • Sears liquidation increasing market leverage for remaining large retailers; retailers increasingly Mass retailers demanding OEMs and suppliers bear a portion of the margin pressure or offer greater value, which has facing pressures forced some suppliers to rethink channel strategies to protect margins which impacts • In addition, traditional retailers have faced pressures to adapt as e-commerce continues to grow which increases price transparency and reduces brick and mortar advantage (Bankruptcy) (Exiting Select Stand- BGG’s ability to Behind Products) drive price • Pressures driving retailers to implement more stringent initiatives to control inventories and reduce costs, thereby creating disruptions in the planning cycle for OEMs and suppliers • Technological advances are increasingly making battery-powered products competitive with engine- NA Walk Market: Battery Adoption (‘000) BGG still early in driven equipment in terms of performance, principally on the residential side, as well as the commercial capturing benefits side, to a lesser degree of electrification • Consumer preference for lightweight, eco-friendly and quiet alternatives to gas-powered solutions 4,594 4,185 trend which is • Continued innovation (e.g., robotic lawn mowers) will put further pressure on gas-powered devices current priority – Some market participants are shifting focus to battery in select categories 400 1,046 growth area • Despite the growth in battery, 40% of U.S. households currently own a gas walk mower and consumers 2016 2019 continue to balance premium price relative to convenience Battery / Electric Walks Gas Walks • Experienced inefficiencies related to the ERP system rollout, which led to long reaction times in FY2019 Production Sites(1) 13 • Briggs & Stratton has actively pursued plant consolidations in times of disruption, including from the 10 ERP rollout and threat of low-cost importers plant start-ups – Closed or exited six facilities since 2006, but added additional facilities through M&A drive inefficiencies – Onshoring of engine production 2006 2019 – Consolidation of small engine production into Poplar Bluff, MO and closure of the Murray, KY plant ~$2.5 billion (28%) ~$1.8 billion • Current plant utilization provides significant upside potential for further consolidation Revenue Revenue BGG managing • Products segment offerings compete with certain customers within the Engines segment Engines Segment perceived channel OEM Customers conflict which • BGG has managed this conflict by focusing Product segment offerings on discrete dealer channels to avoid direct competition with existing and potential engine OEM customers impacts commercial turf • However, this limits ability to pursue attractive commercial growth opportunities given need to pursue Products Segment commercial turf care product sales through independent channels relative to OEM engine customers Competitors upside (1) BGG closed/exited six facilities, but gained new ones through acquisitions and expansion; pro forma for planned exit of Murray Sources: OPEI, Global Insight & Analysis, Freedonia Global Power Lawn & Garden Equipment (September 2019) 10


 
Steps Taken to Manage Through the Pandemic COVID-19 Impact Actions Taken • Actual revenue in FQ3’20 was estimated to be lower by ~$40 Employee Costs million compared to the Company’s forecast • Base salary reductions of 35% to 40% for executives and 25% • Briggs’ customers and sales channels have been materially to 30% for other salaried employees, generally effective FQ4’20 impacted by developments related to COVID-19 • Suspension of 401(k) matching and KESIP contributions – MTD Products closed manufacturing operations March 23 • Labor savings from plant shut downs (operations have since reopened) Working Capital – John Deere withdrew its previously-provided earnings guidance on March 23 and announced reduced production • Active reduction in purchasing in tandem with plant shutdowns, resulting in inventory reductions – Other OEMs, including Husqvarna, Toro and Excel, announced plant closures beginning in early April • Active management of accounts payable to maintain liquidity headroom – Lawn and Garden dealers in the U.S. have largely remained open; however, they reduced orders in the last two weeks of CARES Act FQ3’20 • Payroll tax deferral until December 2021 has been elected – Rental customers slowed orders as they began to conserve • Assessing refund of taxes under carryback of losses from prior capital expenditure dollars pending further visibility into market years conditions Other – Several European OEM customers, dealers, distributors, and • retailers closed in mid-March, unlike in the U.S., where these Negotiated amendment of ABL Facility with lenders to provide channels remain open near-term liquidity headroom • • Four- to five-week plant/select line shutdowns in April at the All capex has been deferred with the exception of maintenance Milwaukee, Sherrill, Holdrege, Auburn, Poplar Bluff, and capex and certain committed capex (primarily related to an Statesboro facilities investment in battery products for a new FY21 customer) • Travel suspended and all marketing events deferred • Board cash retainer fees have been eliminated for FQ4’20 11


 
BGG Has Reassessed the Business From the Bottom Up Due to These Headwinds BGG Has Faced Challenges… …And Continues to Evolve to the Everchanging Environment Plant Closures and Integration into Existing Operations Underutilized Production Footprint Coupled With Operational Improvement Initiatives Investment in Commercial Growth through Vanguard and Shift in Consumer Trends and Stagnating Residential Market Ferris Brands Coupled with Battery Offering Launch Proactive Working Capital Management Including COVID-19 Impacting Peak Season Improved Production Management Perceived Channel Conflict Between Products and Engines Increased Focus on Dealer Relationships and Shifting Go- Segment To-Market Strategy Significant Efforts Underway Initiatives Cost Saving p.a. Inventory • Shutting down Engine and Product plants for a month in mid-summer and not rebuilding inventory Cash Reduction • Inventory build more in line with demand from customers with commitments within 60 days of delivery Management ESG&A • ESG&A and other cost reductions • Murray plant consolidation • Statesboro single cylinder engine line extension Engines • Supplier cost savings • Auburn plant configuration changes ~$85m+ • Cost reductions related to labor efficiency and material savings for residential rides and commercials rides • Material cost savings related to reduction in steel prices for Sherrill plant Products • Cost reductions related to right-sizing of manufacturing and distribution footprint • Other identified cost savings initiatives Significant upside potential not included in the plan including incremental footprint rationalization, pricing improvement, SKU rationalization and non-core divestitures 12


 
Why BGG Is Positioned to Win Over the Long Term 13


 
Why BGG Is Positioned to Win Over the Long Term 2 Commitment to 1 innovation underpins 3 competitive barriers #1 Brand in gasoline and supports growth Established and engines and leading mutually critical portfolio of innovative relationships with product offerings blue-chip customers 6 4 Proven Significant, successful management team cost-saving actions with demonstrated 5 taken with substantial ability to right-size Clear, identifiable plan runway remaining business operations to stabilize the business and drive continued growth 14


 
#1 Brand in Gasoline Engines and Leading 1 Portfolio of Innovative Product Offerings Briggs & Stratton is the most preferred engine brand and offers a wide range of power equipment with a growing suite of differentiated commercial applications Established Leader Today Competitive Advantages Leading Domain Expertise in Products Maximize Power Applications Efficiency and Reduce Cost #1 #2 or #3 Small and Large Commercial Engines Drives Customer Stickiness Vertical and Trusted, Well-Known Brands and Demand Residential Engines 50%+ Market Share 25%+ Market Share 100+ Years of Brand 40+ Year History / Excellence Recently Enhanced Focus Drives Innovation and Robust R&D Commitment Defends Market Position Extensive Installed Base and Significant Aftermarket #2 or #3 #2 After-Sales Support Opportunity Commercial Turf Care Stand-By Power Strong Growth Significant Penetration Opportunity Opportunity Trusted Partner High of OEMs Globally Switching Costs 20+ Years of Brand 10+ Years of Exceptional Excellence Performance Highest Engine Brand Awareness and Preference Deeply Entrenched Second-to-None Award-Winning and Critically Acclaimed Products Across Channels Market Feedback 15


 
Commitment to Innovation Underpins Competitive 2 Barriers and Supports Growth Briggs & Stratton is deeply committed to R&D and recognized as an innovation leader in the market Significant R&D Capabilities Significant Investments in R&D • Stage-gate process that includes problem discovery, concept analysis and business ($ in millions) $24 case definition for new developments $23 $23 • Innovation & Technology team consists of four groups (Product Planning & $20 $20 Management, R&D, Product Development, Product Support) working in unison to produce products and support the end user • Deep domain expertise paired with strong Intellectual Property and proprietary battery pack know-how to fuel the next leg of growth • Four global power application centers in the U.S., Germany, China, and Australia 1.3% 1.3% 1.2% • All application centers are equipped with state-of-the-art, automotive style noise, 1.1% 1.1% vibration, and harshness (NVH) labs and significant testing capabilities, including power source and application evaluation, extreme temperature testing, fuel system testing, vibration testing, and noise/sound testing • Work on new product development and troubleshooting an issue from the field to achieve globally certified quality standards, enhance product performance, 2015A 2016A 2017A 2018A 2019A reduce warranty claim, and increase homeowner satisfaction • User-driven innovation focused on the voice of the customer Research and Development Costs % of Revenue Track Record of Successful Launches Electronic Fuel Quiet Power Infohub (IoT) Oilguard System Mow N‘ Stow CO Guard™ Injection Technology® • Suite of connected power • Engine sensors to make • Five-quart oil reservoir that • Vertical storing solution • 163 - 190cc displacement • Shuts down generator when technologies that enable the cycle-by-cycle decisions on stores two and a half times gas engines harmful levels of carbon monitoring of equipment how much fuel and spark to more oil than the classical • Reduces storage footprint by monoxide accumulate in the provide the engine and when system up to 70% generator's operating area Decrease Downtime 25% Fuel Savings 60% Cost Savings Space Saving Up to 60% quieter Increased Safety 16


 
Demonstrated Ability to Introduce New Offerings 2 to Support Growth – Commercial Engines Over the past years, Briggs & Stratton has successfully driven its growth in commercial offerings through its Vanguard brand Case Study: Vanguard Commercial Engine Growth Commercial Engines Sales Growth Achieved ($ in millions) Product Offering 210 200 190 V-Twin Engines 13 to 40 Gross HP Single Cylinder Engines 5 to 13 Gross HP 180 Market Dynamics 170 • $1.2 billion market growing at 5% annually 160 • Lawn service growth continues as consumers move to Do-It-For Me 150 • Fragmented OEM base across multiple market segments creates multiple opportunities 140 130 BGG Actions FY2015 FY2016 FY2017 FY2018 FY2019 • Launched leading portfolio of 5 – 40 HP engines • Demonstrated superior product capabilities in terms of productivity and up-time: • Optimized starting – the easiest engine to start Targeted Market • Best-in-class sound, power, performance and vibrating Commercial • Application expertise for stronger customer engagement Recreation Construction Chore Industrial Turf Positioned to Gain Market Share • Market-leading enabling technologies – Electronic Fuel Injection and integrated IoT- based InfoHub solution • Industry-leading training and support for dealers and commercial cutters • World-class quality and performance from recent investments in manufacturing • New products to expand range of applications and customers served • Strong customer relationships across OEM and rental channel $1.2 Billion Market 17


 
Demonstrated Ability to Introduce New Offerings 2 to Support Growth – Commercial Turf Products Over the past years, Briggs & Stratton has successfully driven its growth in commercial offerings through its Ferris brand Case Study: Commercial Turf Products Growth Commercial Sales Growth Achieved(1) ($ in millions) Product Offering 600 35% 550 30% 500 25% Zero Turn Walk Behind Front Mount Stand-On Ride-On Stand-On Attachments 450 Mower Mower Mowers Mowers Spreader/ Blowers and Sprayer Accessories 20% Market Dynamics 400 350 15% • Strong market growth resulting from shift to do it for me instead of do it yourself 300 10% • Brand loyalty is one of the main drivers to gain market share FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 Commercial Sales Percent of Total BGG Actions • Repositioned the brand to further target the commercial cutter market Targeted Market (Commercial Lawn Mower)(2) • Initiated dealer excellence program to establish best practice across dealer network (Shipments in thousands) • Increased efforts on expanding the dealer network – only one quarter of all Briggs & Stratton dealers currently carry Ferris products 350 293 300 +9% Positioned to Gain Market Share 6% 250 200 • Ferris is the #2 or #3 (depending on market) producer for commercial mowers with 200 159 10% significant opportunity to gain market share from smaller competitors 150 11% 84% • Preferred brand of prosumers with further opportunity to grow in commercial market 100 90% 89% • Significant placement gaps in the West and South that can be targeted 50 10% • Strong market position in densely populated areas with ample room for growth 0 2012 2015 2019 (1) Including commercial engines Stand On ZTRs Gas Walks (2) Per OPEI 18


 
2 Established Pipeline of Innovative New Offerings Leveraging its significant power know-how and strong market position in commercial, Briggs & Stratton has developed a unique battery pack product offering Case Study: Battery Pack Introduction Commercially Focused Solution Product Offering Cell Module Modular Construction Assembly (CMA) (Group of CMAs) Designed for long life and ROI Durability demanded by professionals for use on the job Market Dynamics Fast charging capability • Large developing $12bn market opportunity beyond traditional lawn and garden • Environmental/society awareness drives demand Serviceable to maximize uptime, lower repair costs and total cost of ownership • Higher acquisition cost than traditional power sources (gas, diesel, lead acid battery) but increasingly compelling total cost of ownership for commercial applications Market Opportunity BGG Actions • Leverages core power application expertise and existing customer base • High level of customer interest and strong order book with expected >$30 million sales in FY2021 • Two battery production facilities and technology development centers established POWER WALK / HANDHELD PHEV EV • Battery margins are expected to be accretive to overall engine gross margins TOOL • Strategic alliances with lithium-ion cell providers 25 - 150 Wh 250 - 500 Wh 3 – 40 kWh 20 - 40 kWh 50 - 100 kWh Positioned to Win 3 - 12 20 - 60 250 - 3250 1600 - 3250 4100 – 8250 • Proprietary modular construction for easy customization and cost-effective cells cells cells cells cells production at scale • Integrated system solution: battery, charger, controller • Strong IP and proprietary battery pack know-how, including unique software design • Ability to address many applications with varying power needs (3 – 40 kWh) through unique product design and application expertise Government & Construction Commercial Turf Commercial OPE Municipality Vehicles & Golf • Little or no competition with large lithium-ion, nonautomotive style packs • Blue-chip customers including Club Car as an identified and signed-on partner $12 Billion Battery Pack Opportunity 19


 
Established and Mutually-Critical Relationships 3 with Blue-Chip Customers Briggs & Stratton is the brand of choice for global OEMs, professionals and household consumers Briggs & Stratton Customer Offering Blue-Chip Customers • Significant and unmatched suite of after sales services, Customer Products including: • Residential Turf Engines • 40,000 dealers service BGG products around the globe • Power Application Centers for testing and certification • Home maintenance products, such as pressure washers • Next-day parts delivery and availability for ~20,000 U.S. dealers • Residential Turf Engines • Dedicated technical support and resources • Residential Turf Engines • Over 50,000 genuine parts in inventory, competitively • Commercial Turf Engines priced and guaranteed to fit • Commercial and residential turf care (e.g. mowers) • Broadest re-power line-up of application-specific engines for higher residual equipment value • Residential Turf Engines • Unmatched service education, online and in-person technician training • Home maintenance products, such as pressure washers • Significant brand support driving the ultimate buyer decision: • Marketing support, including the support of brand launches • Residential Turf Engines and events • In-store merchandising support, including storage displays • Home maintenance products, such as pressure washers and beam cards, among others • Briggs & Stratton has the highest engine brand awareness (1) in the U.S. Highly entrenched customer relationships with Briggs & Stratton representing 50%+ wallet share in some cases(2) (1) Based on TraQline and OPEI (2) Management estimate 20


 
Significant, Successful Cost-Saving Actions Taken 4 With Substantial Runway Remaining Over the past years, BGG has taken various actions to improve the operational setup and adjust the strategy to reflect a changing market environment Run-Rate Savings Description Status / Improvement • Single, company-wide instance with improved data integrity ERP Upgrade Completed Delivery Time • Streamlined processes and improved global logistics Commercial Turf • Expansion of Ferris production into larger, more efficient facility in Sherrill, NY Completed Growth Support Expansion • Double production capacity with ~30% more space utilizing same, experienced workforce Commercial Engine • Vanguard moved from being produced by offshore JV into existing large engine plants Completed $11m Onshoring • Capture full margin and improve plant utilization while maintaining high quality ESG&A and Other • Cost reductions Ongoing Cost Savings Manufacturing Consolidation and • Consolidation of small engine production and closure of the Murray, KY plant • Statesboro line extension Ongoing Other Identified Cost • Auburn plant configuration changes Savings Initiatives ~$85m+ Supplier and Material • Supplier cost savings Ongoing Cost Savings • Material cost savings and increased labor efficiency Facility Footprint • Right-sizing of manufacturing and distribution facility footprint Ongoing Initiatives Completed and Underway will Contribute to more Than $100 Million in Run-Rate Savings 21


 
Clear, Identifiable Plan to Stabilize the Business 5 and Drive Continued Growth Briggs & Stratton has a defined plan to increase margin and grow EBITDA from $19 million in FY2020 to $190 million in FY2023 Clearly Defined Growth Plan $85 $190 $86 $19 2020FC EBITDA Operational Efficiencies Volume / Price / Mix / 2023FC EBITDA Above Plan Growth 2023 Upside EBITDA Battery Pack Launch Identified and Underway Plan to Drive Profitable Growth • Consolidation of small engine production and closure of the Murray, KY plant Plant Consolidation • Improve plant utilization to ~90% • Several efficiency improvement measures, including Statesboro line extension and Auburn plant configuration changes • Takeout of ESG&A and other costs Operational • Recently established ERP system to streamline processes and improve global logistics Efficiencies • Rationalization of distribution facility footprint • Increased commercial engines sales driven by launch of new Vanguard product line Volume / Price / Mix • Growth in standby generator sales as a result of dealer growth • Growth in jobsite products • Little or no competition with large lithium-ion, nonautomotive style battery packs Battery Pack Launch • Significant customer interest for new, proprietary modular battery product offering • $150m in revenue growth from battery pack systems between 2020 and 2023 22


 
Proven Management Team With Demonstrated 6 Ability to Right-Size Business Operations Briggs & Stratton is led by an highly experienced and long-tenured management team that has implemented several growth and cost saving initiatives Superior Senior Leadership Years at Executive Background BGG Todd Teske • MBA from the Kellogg School of Management 24 Chairman, President, and CEO • Served in current role since 2010 Mark Schwertfeger • Graduated from the University of Wisconsin 12 SVP and CFO • Served in current role since 2015 Harold Redman • Graduated from Northern Illinois University SVP & President - Global Turf & Consumer 16 Products Group • Oversees Global Turf & Consumer Products group William Reitman • Graduated from the University of Wisconsin 27 SVP & President – Support • Oversees Global Support business David Rodgers • BS in Accounting from Marquette University 14 SVP & President - Engines & Power • Oversees Engines and Power Ongoing Operational Improvements Launched Commercial Offering Navigating Global Pandemic 23


 
Historical and Projected Financials 24


 
Summary Historical Financials FYE June 30, Management Commentary ($ in millions) 2015A 2016A 2017A 2018A 2019A FY2019 Engines Revenue 1,209 1,143 1,099 1,066 989 Products Revenue 789 772 778 904 932 • Engines Sales: Sales decline due to unusually dry weather conditions in Australia and Europe; near-term disruption caused by channel partner Inter-Segment Eliminations (103) (106) (91) (89) (84) transitions, including the bankruptcy of Sears, partially offset by double-digit Revenue $1,895 $1,809 $1,786 $1,881 $1,837 growth in commercial engines Adj. Gross Profit $385 $382 $384 $405 $313 • Products Sales: Growth in commercial products and pressure washers Adj. ESG&A (289) (294) (298) (323) (312) modestly offset by lower shipments related to less hurricane activity Other Income / Expenses - 2 11 12 12 • Profitability: Lower EBITDA Margin primarily driven by higher-than- Engines Adj. Operating Income 94 85 84 64 14 expected operational inefficiencies encountered during ramp-up of business optimization initiatives as well as lower sales volumes and unfavorable sales Products Adj. Operating Income 7 10 13 30 (0) mix which were modestly offset by reduced ESG&A Inter-Segment Eliminations (5) (5) 1 1 (1) FY2018 Adj. Operating Income incl. Other Income $96 $90 $97 $94 $13 Depreciation and Amortization 52 54 56 58 62 • Engines Sales: Decline in residential engine sales due to slower channel inventory build driven by delayed start to spring and brand transitions, Adj. EBITDA $148 $145 $154 $152 $75 partially offset by Vanguard engine sales and higher pricing. Capital Expenditures $72 $64 $83 $103 $52 • Products Sales: Higher sales of commercial lawn and garden equipment, (1) Free Cash Flow $76 $80 $70 $49 $22 job site equipment, as well as generators related to hurricane activity • Profitability: Manufacturing efficiency improvements, balanced Operating Metrics price/inflation and Products mix offset by lower production volumes and increased ESG&A spend, including ERP upgrade and growth initiatives % Revenue Growth 1.9% (4.5%) (1.3%) 5.3% (2.4%) % Engines Revenue Growth (0.9%) (5.5%) (3.9%) (3.0%) (7.3%) FY2017 % Products Revenue Growth 7.1% (2.1%) 0.8% 16.1% 3.1% • Engines: Decline driven by lower shipments in North America as channel % Adj. Gross Margin 20.3% 21.1% 21.5% 21.5% 17.0% partners focused on controlling inventory at low levels, partially offsetby growth in Vanguard commercial engines Adj. ESG&A as % of Sales 15.3% 16.2% 16.7% 17.2% 17.0% % Adj. Operating Income incl. Other Income Margin 5.0% 5.0% 5.5% 5.0% 0.7% • Products: Growth driven by commercial lawn and garden equipment, job site equipment and generators, partially offset by pressure washers % Engines Adj. Operating Income Margin 7.8% 7.4% 7.7% 6.0% 1.4% % Products Adj. Operating Income Margin 0.9% 1.3% 1.6% 3.3% (0.0%) • Profitability: Marginexpansiondrivenbymanufacturingefficiency improvements, favorable mix including commercial product growth, but % Adj. EBITDA Margin 7.8% 8.0% 8.6% 8.1% 4.1% partially offset by lower production volumes and increased spending in to Capital Expenditures as % of Sales 3.8% 3.5% 4.7% 5.5% 2.9% support ERP upgrade Note: Adj. EBITDA includes Other Income / Expenses (1) Adjusted EBITDA less Capital Expenditures 25


 
Assumptions Overview – Improvement Measures • Briggs & Stratton will continue to focus its go-to-market strategy on managing each brand into their respective channels, including: • Operate and manage the core Briggs & Stratton engine brand for sustained market leadership Go-to-Market • Increased investment in the Vanguard commercial brand to support commercial expansion and BGG’s electrification strategy Strategy • Continue to leverage the established Ferris brand as the cornerstone for commercial turf products • Further leverage the Allmand high-end, commercial equipment product into the rental channel • Briggs & Stratton will continue to deploy a comprehensive electrification strategy • BGG is currently in the early stages of the electrification growth process • The Company has developed a flexible core product offering, which is protected by IP and has Club Car as a blue-chip partner • Ability to adapt the core product to required applications through pack sizing (cell module assemblies) and features within the battery management system Electrification • Invested in a new facility outside of Atlanta that will open in June, coupled with a facility in Milwaukee that can produce packs • Model assumes growth supported by: • Focus on commercial applications with two customers already identified and primed for launch • Expected shift from lead acid to lithium-ion, which is a higher price point but provides better power characteristic and longevity • Expansion into new markets for products used inside and outside during their duty cycle • Briggs & Stratton is on track to execute the reorganization measures against its plan • Major restructuring initiatives include: • Plant consolidation Cost-Saving / Reorg. • Supplier/material related cost savings Measures • Auburn plant configuration changes • Cost reductions related to labor efficiency and material savings for residential rides and commercials in FY21 • Material cost savings related to reduction in steel prices for Sherrill plant • Cost reductions related to distribution facility footprint reduction 26


 
Assumptions Overview – Methodology • The Company is impacted by the shift in consumer behavior resulting from COVID-19; the related downturn will continue in FY2021 with recovery COVID-19 beginning in Q4’FY2021 and ramp slowly to steady state in FY23 • Sales are forecasted by product hierarchy using the last twelve months of actuals ending March 2020 • Management provided an estimated monthly year-over-year percentage growth/decline which was applied to each respective historical month’s Gross Sales sales based on its best estimate • New product initiatives (such as batteries) were forecasted separately based on management’s best estimates of volume and price • Based on last 12 months actuals • Direct Labor and Direct Materials are forecasted separately by product hierarchy based on management's best estimate of the actual proportion of labor and materials per product hierarchy COGS • Burden was forecasted based on last 12 months actuals by facility and split between fixed and variable costs by facility • Variable costs are forecasted as a percentage of sales based on historical actuals • New product initiatives were forecasted based on management’s best estimate of cost – Direct Labor and Direct Materials whereby burden was forecasted separately by plant ESG&A • ESG&A based upon run rate less cost savings initiatives slated to begin in FY21 • No change in capital structure or interest rates • 28% tax rate; does not assume use of NOLs to offset cash tax liability Other • JV income is calculated at consolidated level • Inflationary cost pressure can be managed through price increases or cost-saving initiatives (no inflation) 27


 
Segment Level Sales Pro Forma Pro Forma Actuals Fcst + Act Forecast Forecast Forecast ($ in millions) FY 19 FY 20 FY21 FY 22 FY 23 Net Sales Engines 989 760 720 849 967 Products 932 917 866 925 991 Corp Elims. (84) (84) (78) (79) (82) Total Net Sales $1,837 $1,593 $1,508 $1,695 $1,876 Net sales % incr (decr) Engines (7.2%) (23.1%) (5.2%) 17.9% 13.8% Products 3.3% (1.6%) (5.6%) 6.8% 7.1% Net Sales Concentration (Excl. Corp. Elims) Engines 51.5% 45.3% 45.4% 47.9% 49.4% Products 48.5% 54.7% 54.6% 52.1% 50.6% Note: All data subject to change upon completion of additional analysis Some totals may not add due to rounding 28


 
Annual Consolidated Statement of Profit and Loss Pro Forma Pro Forma Actuals Fcst + Act Forecast Forecast Forecast ($ in millions) FY 19 FY 20 FY21 FY 22 FY 23 Net Sales $1,837 $1,593 $1,508 $1,695 $1,876 Net sales % incr (decr) (2.4%) (13.2%) (5.3%) 12.3% 10.7% Cost of Goods Sold 1,524 1,344 1,257 1,376 1,500 Gross Profit 313 249 252 319 375 Gross margin % 17.0% 15.6% 16.7% 18.8% 20.0% ESG&A 312 302 275 252 252 ESG&A % net sales 17.0% 19.0% 18.2% 14.9% 13.4% Operating Income 0 (53) (23) 66 123 Operating income % 0.0% (3.3%) (1.6%) 3.9% 6.6% Other (Income) Expense 13 18 14 40 55 Net Income (13) (71) (37) 26 68 Net income % (0.7%) (4.5%) (2.5%) 1.6% 3.6% EBITDA $75 $19 $42 $131 $190 EBITDA margin % 4.1% 1.2% 2.8% 7.8% 10.1% Note: All data subject to change upon completion of additional analysis EBITDA includes Other Income / Expenses Some totals may not add due to rounding 29


 
Annual Consolidated Balance Sheet Forecast Forecast Forecast Forecast ($ in millions) FY 20 FY 21 FY 22 FY 23 Current Assets Cash and equivalents $31 $31 $31 $31 Accounts Receivable 192 185 199 215 Inventory 453 384 399 386 Other current assets 21 19 19 19 Total current assets 697 619 647 650 Fixed assets 483 470 456 441 Other non-current assets 250 264 264 264 Total assets $1,429 $1,353 $1,367 $1,355 Current Liabilities Accounts Payable 98 125 133 142 Line of credit 331 268 250 171 Senior Notes 195 195 195 195 Other current liabilities 191 188 188 188 Total current liabilities 815 776 766 697 Pension and post-retirement 252 252 250 238 Other non-current liabilities 163 163 163 163 Total liabilities $1,231 $1,192 $1,180 $1,099 Total shareholder's equity $198 $161 $187 $256 Total liabilities and shareholder's equity $1,429 $1,353 $1,367 $1,355 Working Capital Days (Avg.) DSO 44 45 43 42 DIO 123 112 106 94 DPO 27 36 35 35 Memo: Historical Working Capital Days (Avg.) FY 2016 FY 2017 FY 2018 FY 2019 DSO 39 47 35 39 DIO 99 97 100 128 DPO 46 50 50 73 Note: All data subject to change upon completion of additional analysis; working capital days projected on a monthly basis Some totals may not add due to rounding 30


 
Annual Consolidated Statement of Cash Flows Forecast Forecast Forecast Forecast Q4Yearly Yearly Yearly ($ in millions) FY 20 FY 21 FY 22 FY 23 Cash flow from operations Net income (32) (37) 26 68 Depreciation & amortization 16 59 60 61 (Increase) decrease in working capital 89 102 (21) 7 Cash provided (used) by operations $74 $124 $66 $137 Cash flow from investing Capital spending (15) (46) (46) (46) Other 0 (15) 0 0 Cash provided (used) by investing ($15) ($61) ($46) ($46) Cash flow from financing Pension funding 00(2)(12) Debt issuance / (repayment) 0 0 0 0 Borrowing (repayment) of ABL (71) (64) (18) (79) Cash provided (used) by financing ($71) ($64) ($20) ($91) Net cash flow (before borrowing / repayment of ABL) $59 $64 $18 $79 Memo: Cash and cash equivalents, ending 31 31 31 30 Line of credit, ending 331 268 250 171 Unlevered Free Cash Flow 95 51 121 Minimum Intra-Year Available Liquidity (Shortfall) (47) (85) (57) Maximum Intra-Year Available Liquidity (Shortfall) 89 94 151 Note: All data subject to change upon completion of additional analysis Some totals may not add due to rounding 31


 
Profit and Loss Bridge % of ($ in millions) Net Sales EBITDA Net Sales FY20 Net Sales / EBITDA $1,593 $19 1.2% Volume / COVID / Battery Growth (78) (26) Pricing / Mix (7) (6) Small Engine Manufacturing Consolidation Project 0 13 Facility Consolidation 0 15 Spending Reduction (ESG&A and Other) 0 27 FY21 Net Sales / EBITDA $1,508 $42 2.8% Volume / COVID / Battery Growth 186 60 Spending Reduction (ESG&A and Other) 0 23 Facility Consolidation 0 7 FY22 Net Sales / EBITDA $1,695 $131 7.8% Volume / COVID / Battery Growth 181 58 FY23 Net Sales / EBITDA $1,876 $190 10.1% Note: All data subject to change upon completion of additional analysis FY21 includes ~$12.5m of restructuring charges related to expected actions EBITDA includes Other Income / Expenses Some totals may not add due to rounding 32


 
Above Plan Growth Potential • Additional analysis of plant utilization to right-size manufacturing footprint • Right-size organization across functions, business units and corporate Further Operational • Increase implementation of company-wide operational improvement initiatives to further eliminate inefficiencies Initiatives • Develop a new operating model and a restructuring mindset • Further indirect spend rationalization • Explore additional warehouse optimization options • Optimized pricing, discount and terms across all product categories to focus on value in the channel and earning Briggs & Stratton’s fair share • Identify and optimize contract terms across customer accounts Improvement in Go- • SKU rationalization opportunities across brands to eliminate complexity and focus on high performing and profitable SKUs To-Market • Improve pricing discipline to focus on holding or expanding price while maintaining volume – value mindset • Product-by-product review to identify product cost reduction opportunities to drive gross margins • Identify and explore channel relationships to confirm profitable route to market and the net cost of lost sales Address Perceived • Eliminate offerings that pose a hindrance to further growth Channel Conflict • When markets appropriate, explore potential non-core divestitures of assets Potential Non-core Divestitures • Accelerate investments in Vanguard engine offering • Accelerate investments in battery pack offering • Accelerate penetration of standby generator business to take national share Growth • Further invest in dealer relationships and go-to-market strategy Opportunities • Leverage existing channel strength • Continued parts shipment execution • Deliver value through the channel • Accelerate focus on the aftermarket and mining the installed base 33


 
Weekly Cash Flow Projections 34


 
Cash Flow Projections Assumptions The Company, with the assistance of its advisors, has recently updated its 13-week cash flow forecast. Significant assumptions(1) are set forth below. Receipts • Forecasted receipts are based on: ‒ Existing accounts receivable unwind based on historical customer payment patterns ‒ Conversion of sales into receipts based on customer payment terms ‒ Sales are based on management's forecast per the FY21 Business Plan and assumes COVID downturn will continue from Q4 FY20 into FY21 Operating • Near-term payments assume the unwind of existing accounts payable and future purchases based on Disbursements management’s forecast, with existing payment terms • Payroll and payroll-related reflects current payroll levels with cost reduction initiatives reflected. Plants are closed for the month of July. • 401(k) is based on February run-rate employee and employer contributions (match is suspended in April-June) • As permitted under the CARES Act, a portion of employer payroll taxes is deferred to FY21 • No cash retainer fees to the Board of Directors in FQ4’20 • Committed and maintenance capex of $10 million are included in disbursements. All remaining capex has been deferred. Financing Costs • ABL Facility interest and charges estimated are based on existing terms in the Revolving Credit Agreement • Interest on the U.S. portion of the ABL Facility and the letters of credit is calculated weekly and assumed to be paid at the end of each month. Actual timing will vary based on the maturity of existing tranches. • Interest includes the semi-annual coupon on the Senior Notes ABL Facility / • ABL Facility and Borrowing Base include the U.S., Swiss and Australian facilities Borrowing Base • All receipts and cash balances from U.S. operations throughout the forecast period are applied to the ABL Facility • Availability is forecast assuming a weekly update of AR and a monthly update of inventory • Collateral eligibility is estimated based on the U.S. operations’ historical level of ineligible collateral relative to total collateral (1) Assumptions refer to U.S. operations only, unless otherwise noted 35


 
13-Week Cash Flow Forecast $ thousands 13 Week Cash Flow - Weekly BBC (weekly A/R, monthly Inventory) Forecast Forecast Forecast Forecast Forecast Forecast Forecast Total 5-Jun-20 12-Jun-20 19-Jun-20 26-Jun-20 3-Jul-20 10-Jul-20 17-Jul-20 7-Week Total Receipts$ 22,617.8 $ 18,870.2 $ 25,738.1 $ 35,872.5 $ 25,188.0 $ 18,817.3 $ 15,725.9 $ 162,829.9 Disbursements Accounts Payable$ (18,621.8) $ (16,693.6) $ (15,760.2) $ (17,045.1) $ (16,518.3) $ (16,451.6) $ (15,311.8) $ (116,402.5) Payroll & payroll related (908.9) (2,487.8) (5,555.4) (1,545.6) (5,551.2) (2,134.9) (5,561.1) (23,744.9) 401k (146.6) (368.7) (765.3) (368.7) (765.3) (407.8) (965.5) (3,787.9) Other (190.2) (3,000.0) - - - - - (3,190.2) Interest / Fees (1,382.8) - (6,719.0) - (1,493.0) - - (9,594.8) Total Disbursements$ (21,250.3) $ (22,550.2) $ (28,799.9) $ (18,959.4) $ (24,327.7) $ (18,994.3) $ (21,838.4) $ (156,720.3) Net Cash Flows$ 1,367.5 $ (3,680.0) $ (3,061.8) $ 16,913.0 $ 860.3 $ (177.0) $ (6,112.5) $ 6,109.5 Net Borrowing activity (12,493.0) 3,680.0 3,061.8 (16,913.0) (860.3) 177.0 6,112.5 (17,235.0) Net Cash Flow after borrowing activi$ (11,125.5) $ - $ - $ - $ - $ - $ - $ (11,125.5) Beginning cash balance $ 12,518.1 $ 8,650.6 $ - $ - $ - $ - $ - $ 12,518.1 US - Adjusted net cash flow (11,125.5) - - - - - - (11,125.5) Swiss - Adjusted net cash flow 7,258.0 (8,650.6) - - - - - (1,392.6) Ending Cash Balance$ 8,650.6 $ - $ - $ - $ - $ - $ - $ - Availability (cap $600mm) $ 423,906.7 $ 421,890.1 $ 418,403.6 $ 422,128.5 $ 415,710.3 $ 399,745.1 $ 393,169.5 $ 393,169.5 ABL facility balance 376,297.1 379,977.1 383,038.9 366,125.9 365,265.6 365,442.6 371,555.0 371,555.0 Unutilized$ 47,609.6 $ 41,913.0 $ 35,364.7 $ 56,002.6 $ 50,444.7 $ 34,302.6 $ 21,614.4 $ 21,614.4 Utilization 88.8% 90.1% 91.5% 86.7% 87.9% 91.4% 94.5% 94.5% Headroom vs. $12.5m minimum$ 35,109.6 $ 29,413.0 $ 22,864.7 $ 43,502.6 $ 37,944.7 $ 21,802.6 $ 9,114.4 $ 9,114.4 36


 
Borrowing Base Availability Forecast Forecast Forecast Forecast Forecast ($ in millions) Q4 Q1 Q2 Q3 Q4 FY20 FY21 FY21 FY21 FY21 Accounts Receivable $126 $95 $133 $180 $124 Inventory 228 207 213 210 190 Real Property 32 32 31 30 30 Equipment 4241393836 Trademarks 59 56 53 50 47 Reserves (36) (34) (33) (37) (36) Total Borrowing Base Availability(1) $451 $396 $437 $470 $392 (1) Calculated as the product of the eligible collateral and the advance rate by asset type based on the terms of the Company’s ABL Facility 37


 
Appendix 38


 
Annual Consolidated Statement of Profit and Loss Actual Act + Fcst Growth and margins ($ in millions) Pro Forma Pro Forma Forecast Forecast Forecast FY19 FY20 FY21 FY22 FY23 FY19 FY20 FY21 FY22 FY23 Gross Sales 2,076 1,828 1,735 1,929 2,120 0.2% (12.0%) (5.1%) 11.2% 9.9% Elims Gross Sales (240) (235) (226) (235) (244) NM NM NM NM NM Net Sales 1,837 1,593 1,508 1,695 1,876 (2.4%) (13.2%) (5.3%) 12.3% 10.7% % Gross Sales: Direct Material (1,191) (1,072) (1,017) (1,128) (1,240) 57.4% 58.7% 58.6% 58.5% 58.5% Direct Labor (133) (85) (80) (88) (97) 6.4% 4.7% 4.6% 4.6% 4.6% Variable Overhead (133) (124) (119) (131) (142) 6.4% 6.8% 6.9% 6.8% 6.7% Fixed Overhead (306) (298) (267) (263) (265) 14.7% 16.3% 15.4% 13.6% 12.5% Eliminations 238 235 226 235 244 11.5% 12.8% 13.0% 12.2% 11.5% Total COGS (1,524) (1,344) (1,257) (1,376) (1,500) 73.4% 73.5% 72.5% 71.3% 70.8% % Net Sales: Gross Margin 313 249 252 319 375 17.0% 15.6% 16.7% 18.8% 20.0% ESG&A (312) (302) (275) (252) (252) 17.0% 19.0% 18.2% 14.9% 13.4% Operating Income 0 (53) (23) 66 123 0.0% NM NM 3.9% 6.6% JV Income 1276550.7%0.4%0.4%0.3%0.3% Interest Expense (29) (33) (31) (32) (30) (1.6%) (2.1%) (2.1%) (1.9%) (1.6%) Other Income / Expense 1 (3) (3) (3) (3) 0.0% (0.2%) (0.2%) (0.2%) (0.2%) Tax 3 11 15 (10) (27) 0.1% 0.7% 1.0% (0.6%) (1.4%) Net Income ($13) ($71) ($37) $26 $68 NM NM NM 1.6% 3.6% EBITDA $75 $19 $42 $131 $190 4.1% 1.2% 2.8% 7.8% 10.1% Note: All data subject to change upon completion of additional analysis EBITDA includes Other Income / Expenses Some totals may not add due to rounding 39


 
Cash Flow – Monthly FY 2021 Forecast Forecast Forecast Forecast Forecast Forecast Forecast ForecastForecastForecastForecastForecastForecastForecast ($ in millions) FY20 FY21 FY21 FY21 FY21 FY21 FY21 FY21 FY21 FY21 FY21 FY21 FY21 FY21 Q4Jul-20Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 Cash Flow from Operations Net income (loss) ($32) ($35) ($27) ($18) ($10) ($6) $4 $3 $16 $27 ($12) $0 $21 ($37) Depreciation and amortization 1655555555555559 (Increase) decrease in accounts receivable 45 37 9 (14) (27) (10) 11 (21) (43) (2) 43 22 3 7 (Increase) decrease in inventory 74 (20) 7 (3) (12) 0 9 (5) 29 66 (39) (9) 4568 (Increase) decrease in prepaids & other current assets 16 (0) 1 (2) 31(0)(0)(0)(0)(2)112 Increase (decrease) in accounts payable (22) 35 (10) 21 (6) 3 (12) 5 (17) 8 14 (5) (9) 27 Increase (decrease) in other payables (3)11111(6)11111(6)0 Increase (decrease) in accrued liabilities (19) (1) (0) (0) (2) (0) 0 (0) 0 1 3 (0) (2) (3) Increase (decrease) in Other current liabilities 00000000000000 Total cash provided (used) from operations 74 22 (14) (10) (48) (7) 12 (13) (9) 104 13 16 59 124 Cash Flow from Investing Property (additions) / disposals (15) (4) (4) (4) (4) (4) (4) (4) (4) (4) (4) (4) (4) (46) Change in other non-current assets 000000000000(15)(15) Total cash provided (used) from investing activities (15) (4) (4) (4) (4) (4) (4) (4) (4) (4) (4) (4) (18) (61) Cash Flow from Financing Term Debt / repayment & other financing 00000000000000 ABL Borrowing Debt / Repayment (71) (18) 18 14 52 11 (8) 17 13 (101) (9) (12)(40)(64) Total cash provided (used) from financing activities (71) (18) 18 14 52 11 (8) 17 13 (101) (9) (12) (40) (64) Cash And Cash Equivalents, Beginning 43 31 31 31 31 31 31 31 31 31 31 31 31 31 Net Cash flow (13) 0 0 0 0 (0) 0 (0) 0 0 0 (0) 0 0 Cash And Cash Equivalents, Ending $31 $31 $31 $31 $31 $31 $31 $31 $31 $31 $31 $31 $31 $31 Availability $67 $57 $18 ($2) ($47) ($30) ($16) ($31) ($27) $89 $49 $44 $71 $71 Note: All data subject to change upon completion of additional analysis Some totals may not add due to rounding 40


 
Profit and Loss - Monthly FY 2021 Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast ($ in millions) FY21 FY21 FY21 FY21 FY21 FY21 FY21 FY21 FY21 FY21 FY21 FY21 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 Gross Sales 69 85 138 124 139 164 140 191 235 111 151 188 Elims Gross Sales (12) (16) (25) (19) (19) (24) (19) (17) (23) (17) (15) (22) Net Sales 57 69 114 105 120 139 121 174 213 94 136 166 Direct Material (45) (52) (89) (74) (83) (97) (76) (105) (132) (65) (89) (109) Direct Labor (3) (4) (6) (5) (6) (7) (8) (9) (12) (5) (6) (8) Variable Overhead (4) (5) (9) (9) (10) (11) (10) (14) (17) (8) (10) (13) Fixed Overhead (23) (23) (23) (22) (22) (22) (22) (22) (22) (22) (22) (22) Eliminations 12 16 25 19 19 24 19 17 23 17 15 22 Total COGS (63) (68) (103) (91) (102) (114) (97) (133) (160) (83) (113) (130) Gross Margin (6) 1 11 14 18 26 24 41 52 12 24 36 ESG&A (26) (26) (27) (22) (21) (22) (22) (22) (22) (22) (22) (22) Operating Income (32) (25) (16) (8) (3) 4 2 19 30 (10) 2 14 JV Income (0)11000000111 Interest Expense (3) (2) (3) (3) (3) (3) (3) (3) (3) (3) (2) (2) Other Income / Expense (0) (0) (0) (0) (0) 3 3 (0) (1) (0) (0) (6) Tax 0000000000015 Net Income ($35) ($27) ($18) ($10) ($6) $4 $3 $16 $27 ($12) $0 $21 EBITDA ($28) ($19) ($10) ($2) $2 $9 $7 $24 $36 ($5) $8 $20 Note: All data subject to change upon completion of additional analysis EBITDA includes Other Income / Expenses Some totals may not add due to rounding 41


 
2015A – LTM March 2020A EBITDA Bridge FYE June 30, LTM Adjustments Overview ($ in millions) 2015A 2016A 2017A 2018A 2019A Mar-20 1• Strategic actions to reduce Products production capacity GAAP Net Income (Loss) $46 $27 $57 ($11) ($54) ($212) Plus: GAAP Interest Expense 20 20 20 25 29 33 2• Strategic actions to grow Plus: Tax Expense (Credit) 11 9 23 22 (14) 40 commercial business and implement ERP upgrade (1) Plus: GAAP Other Income / Expenses (10) (9) (3) (4) (0) 3 GAAP Operating Income (Loss) $66 $46 $97 $32 ($39) ($137) 3• Merging small engine plants to take out capacity 1 Plus: Restructuring Charges - Products 27 10 - - - - 2 Plus: Business Optimization Program Charges - - - 21 45 13 4• Strategic repositioning plan – 3 Plus: Small Engine Manufacturing Consol Charges - - - - - 18 power application focus 4 Plus: Business Realignment Charges - - - - - 1 5• Allmand and Billy Goat in 2015 and 5 Plus: Acquisition Charges 2 0 - - 1 - Hurricane in 2019 6 Plus: Non-cash Goodwill and Tradename Impairments - 10 - - - 68 7 Plus: Non-cash Pension Settlement Charges - 20 - 41 1 - 6• Allmand trade name and goodwill in 2016; Allmand and engine 8 Plus: Bad Debt Charge - - - - 4 - goodwill in 2020 9 Plus: Litigation Settlements - 3 - - 2 2 Adjusted Operating Income $96 $90 $97 $94 $13 ($35) 7• Strategic actions to de-risk the plan Plus: Adjusted D&A 52 54 56 58 62 62 8• Sears bankruptcy Adjusted EBITDA $148 $144 $153 $152 $75 $27 9• One-time payouts related to litigation (1) FY2015 and FY2016 includes $7 million and $3 million of JV income, respectively, which in subsequent years is included in operating income 42


 
Brand Specific Information Reporting Products Products Products Engines Products Products Products Products Engines Products Segment Engines •Lawn and • Lawn and • Lawn and Garden Garden Garden • Lawn and • Lawn and End •Construction •Landscaping • Landscaping • Lawn and • Lawn and • Landscaping • Lawn and •Turf care Garden Garden Markets •Industrial •Cutters • Cutters Garden Garden • Cutters Garden • Landscaping • Snow blowing •Construction • Construction • Construction •Industrial • Industrial • Industrial • OEM •Dealer • Dealer Channel •Rental •Dealer • Dealer • Dealer • Dealer • Dealer • Dealer • OEM •Rental • Mass Retail • Mass Retail •North •North America • North America • North America America •Europe • Europe • North America • North America • North America • Australia Scope •Brazil • Global • Latin America •Asia •Australia • Australia • Europe • Europe • EMEA • New Zealand • Europe •Latin America •New Zealand • New Zealand •Light Towers •Leaf & Litter •Engines • Engines • Zero Turn • Push Mowers • Garden • Push Mowers • Vertical Shaft • Lawn Mowers •Portable Vacuums •Generators • Generators Mowers • Ride Mowers Tractors & • Riding Mowers Engines • Ride-On Lawn Tractors Lights •Debris Loaders •Cutters • Pressure • Walk Behind • Zero Turn • Zero Turn • Horizontal Mowers Mowers • Zero Turn Shaft Engines •Generators •Overseeders & •Chainsaws Washers Mowers Mowers • Chainsaws Power Rakes • Front Mount Mowers • Lithium-Ion •Compressors •Blowers • Snow Blowers • Garden Tools • Pressure • Leaf Blowers & Select •Aerators Lawn Mowers • Snow Blowers Washers Battery Packs Outdoor •Heaters •Sprayers • Lawn Mowers Products •Sod Cutters • Stand-On • Attachments • Gas Blowers & Vacuums •Cultivators Mowers for Tractors •Brush Cutters Trimmers • Line Trimmers • Ride-On •Augers Spreaders •Blowers • Blowers 43


 


 
DIP Budget


 
Cash Flow Projections Assumptions The Company, with the assistance of its advisors, has recently updated its debtor-in-possession “DIP” financing budget. Significant assumptions(1) are set forth below. Receipts • Forecasted receipts are based on the Company's FY21 business plan. Assumes a slow down in collections for the first 13 weeks, reversing thereafter. Operating • Wages: Timing of payroll and benefit payments based on the eight U.S. payroll cycles and routine benefit Disbursements payments timing and includes independent contractor payments • Suppliers and Materials: Includes the Company's forecast for purchase of materials based on open purchase orders, historical purchase levels and the Company's projections. Post-petition payment terms assumed to be COD for non-Critical Vendors and includes assumptions for payments regarding pre-petition obligations for certain critical vendors and 503(b)(9) totaling approximately $35 million. • Insurance: Represents monthly insurance payments. Prepayment of annual renewal and D&O tail insurance are not included and assumed to be paid prior to a filing date. • Utilities: Based on monthly average payments for utilities • Other: Includes all other expenses not captured in the above categories, including taxes, warranty payments, ordinary course professional fees, lease payments, capital expenditures and other expenses consistent with Company's latest projections. Restructuring • Restructuring Professional Fees: Includes amounts for professionals retained for the restructuring process. Restructuring professional fees are shown on an accrual basis for DIP sizing purposes. • Adequate Assurance Deposits: Deposits made in replacement of collateral to ensure continued security of specific interests (i.e. utilities) • ABL Facility: Assumes (i) hedges are terminated and added to the drawn balance at filing, (ii) Letters of Credit are drawn at filing and added to the balances of these facilities, (iii) seasonal bump in advance rates is available from petition date through Feb. 28, 2021 and (iv) existing collateral remains part of the borrowing base until the DIP FILO Term Loan is funded (week 5). • DIP FILO Term Loan: $265 million FILO term loan, funded $20 million in week 2 and $245 million in week 5 • DIP Terms: Assumes LIBOR plus 7.00% for the FILO Term Loan and LIBOR plus 3.50% for the DIP ABL (1) Assumptions refer to U.S. operations only, unless otherwise noted 1


 
DIP Budget $ thousands DIP Budget Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast 17-Jul-20 24-Jul-20 31-Jul-20 7-Aug-20 14-Aug-20 21-Aug-20 28-Aug-20 4-Sep-20 11-Sep-20 18-Sep-20 25-Sep-20 2-Oct-20 9-Oct-20 3 months 6 months Operating Receipts$ 18,733 $ 19,310 $ 20,126 $ 12,187 $ 14,481 $ 17,822 $ 18,452 $ 18,232 $ 12,385 $ 13,988 $ 18,141 $ 17,862 $ 10,895 $ 212,614 $ 318,904 Operating Disbursements Wages & Benefits$ (7,323) $ (3,561) $ (7,915) $ (3,388) $ (7,899) $ (6,262) $ (2,438) $ (9,023) $ (2,814) $ (8,220) $ (2,771) $ (8,189) $ (2,754) $ (72,556) $ (60,191) Supplies and Materials (1,488) (17,575) (15,480) (15,027) (12,349) (7,458) (10,418) (15,060) (16,142) (15,881) (17,569) (21,354) (16,115) (181,918) (198,839) Utilities - - (1,273) - - - (1,273) - - - (1,273) - - (3,819) (3,819) Insurance - - (273) - - - - (273) - - - (328) - (874) (2,518) Other (82) (4,761) (4,638) (4,147) (4,928) (12,961) (4,237) (3,509) (2,769) (3,799) (6,367) (5,431) (2,468) (60,098) (47,694) Restructuring Professionals (1,838) (1,838) (1,838) (1,838) (1,900) (1,900) (1,900) (1,900) (1,900) (1,900) (2,650) (1,900) (16,613) (39,913) (21,075) Adequate Protection Payments(1) (945) - - - - - - - - - - - - (945) - (2) DIP Interest and Fees - (10,263) - (2,333) (2,650) - - (2,271) - - - (2,359) - (19,876) (8,484) Total Disbursements$ (11,675) $ (37,998) $ (31,417) $ (26,733) $ (29,726) $ (28,581) $ (20,266) $ (32,037) $ (23,625) $ (29,800) $ (30,629) $ (39,560) $ (37,950) $ (379,998) $ (342,619) Net Cash Flows$ 7,059 $ (18,688) $ (11,291) $ (14,546) $ (15,246) $ (10,760) $ (1,814) $ (13,805) $ (11,240) $ (15,812) $ (12,488) $ (21,698) $ (27,055) $ (167,383) $ (23,714) ABL Starting Balance(3) $ 329,717 $ 310,984 $ 276,974 $ 256,848 $ 244,661 $ - $ - $ - $ - $ - $ - $ - $ - $ 329,717 $ - (4) ABL Draw (Repayment) (18,733) (34,010) (20,126) (12,187) (244,661) - - - - - - - - (329,717) - Ending ABL Balance$ 310,984 $ 276,974 $ 256,848 $ 244,661 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - FILO Balance$ - $ 20,000 $ 20,000 $ 20,000 $ 265,000 $ 265,000 $ 265,000 $ 265,000 $ 265,000 $ 265,000 $ 265,000 $ 265,000 $ 265,000 $ 265,000 $ 265,000 DIP ABL Starting Balance$ - $ 11,675 $ 49,672 $ 81,090 $ 107,823 $ 130,172 $ 140,931 $ 142,745 $ 156,550 $ 167,790 $ 183,602 $ 196,090 $ 217,788 $ - $ 244,843 US DIP ABL Draw (Repayment) 11,675 37,998 31,417 26,733 22,349 10,760 1,814 13,805 11,240 15,812 12,488 21,698 27,055 244,843 23,714 Ending DIP ABL Balance$ 11,675 $ 49,672 $ 81,090 $ 107,823 $ 130,172 $ 140,931 $ 142,745 $ 156,550 $ 167,790 $ 183,602 $ 196,090 $ 217,788 $ 244,843 $ 244,843 $ 268,557 Swiss ABL Starting Balance$ 17,525 $ 15,481 $ 13,743 $ 8,798 $ 7,710 $ - $ - $ - $ - $ - $ - $ - $ - $ 17,525 $ - Swiss Repayment (2,043) (1,738) (4,945) (1,088) (7,710) - - - - - - - - (17,525) - Ending Swiss ABL Balance$ 15,481 $ 13,743 $ 8,798 $ 7,710 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Swiss DIP Starting Balance$ - $ 2,676 $ 4,496 $ 6,873 $ 9,550 $ 11,959 $ 13,758 $ 13,162 $ 14,585 $ 16,303 $ 16,475 $ 14,638 $ 15,053 $ - $ 15,804 Swiss DIP Draw 2,676 1,821 2,377 2,676 2,410 1,799 (596) 1,423 1,718 172 (1,837) 414 751 15,804 1,570 Ending Swiss DIP Balance$ 2,676 $ 4,496 $ 6,873 $ 9,550 $ 11,959 $ 13,758 $ 13,162 $ 14,585 $ 16,303 $ 16,475 $ 14,638 $ 15,053 $ 15,804 $ 15,804 $ 17,374 Total FILO & ABL Debt$ 340,815 $ 364,886 $ 373,609 $ 389,744 $ 407,131 $ 419,689 $ 420,908 $ 436,135 $ 449,093 $ 465,077 $ 475,728 $ 497,841 $ 525,646 $ 525,646 $ 550,931 Total Availability $ 85,027 $ 53,261 $ 33,627 $ 23,469 $ 131,800 $ 134,093 $ 126,674 $ 109,136 $ 102,315 $ 95,629 $ 87,621 $ 66,209 $ 45,523 $ 45,523 $ 30,504 (1) Adequate protection payment made in respect of utilities. (2) Accrued but unpaid DIP interest and fees for the period are not included in the DIP period above and would need to be added to end of estimated DIP period (3) ABL beginning balance includes: LCs (~$53m), assumed fully drawn as cash as of the filing date, and $24mm of terminated hedges. Balance excludes Swiss ABL (shown separately). Pre-petition ABL balance paid down by FILO Term Loan in week 5. (4) DIP FILO Term Loan of $265 million pays down ABL in week 5, net of original issue discount (98) 2


 
Proposed DIP Terms: July 7, 2020 DIP ABL Facility Size: $450M Revolving Commitment Interest: LIBOR/EURIBOR + 3.50% per annum, payable quarterly in arrears, with a 1.00% floor Unused Line Fee: 0.25% per annum on the daily average undrawn portion of the DIP ABL Revolving Commitments, payable quarterly in arrears Call Protection: None Upfront Fee: 0.50% of DIP ABL Revolving Commitments payable in full in cash to the DIP Agent, for the ratable benefit of the DIP ABL Lenders, within one business day following entry of the Interim Order. Maturity Date: 9 months from the Petition Date (the “DIP ABL Maturity Date”). DIP FILO Term Facility Size: $265M FILO Term Commitment Interest: LIBOR/EURIBOR + 7.00% per annum, payable quarterly in arrears, with a 1.00% floor OID 98% Call Protection: 101 Soft Call Maturity Date: 9 months from Petition Date (the “DIP Term Maturity Date”) Stalking Horse DIP The Stalking Horse Bidder shall execute the Term Commitments: DIP Credit Agreement and hold 25 percent of the DIP Term Commitments Milestones: Bidding Procedures and Sale Motion on File: no later than 5 days after the Petition Date. Entry of Interim DIP Order: no later than 5 days after the Petition Date. Entry of Bidding Procedures Order: no later than 30 days after the Petition Date. Entry of Final DIP Order: no later than 40 days after the Petition Date (the “Final Order Deadline”). Commencement of Auction (if any): no later than September 17, 2020.


 
Proposed DIP Terms: July 7, 2020 Entry of Sale Order: no later than October 1, 2020. Consummation of Sale: no later than October 15, 2020.