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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MISSOURI

SOUTHEASTERN DIVISION § Chapter 11

In re: §

§ Case No. 20-43597-399

BRIGGS & STRATTON §

CORPORATION, et al., § (Jointly Administered)

§

Debtors. §

THE PLAN ADMINISTRATOR’S RESPONSE TO

PATRICK C. JOYCE, III’S MOTION FOR SANCTION OF COUNSEL

Alan D. Halperin, as Plan Administrator (the “Plan Administrator”) of Briggs & Stratton Corporation (“BSC”) and its debtor affiliates (collectively, the “Wind-Down Estates”) under the Amended Joint Chapter 11 Plan of Briggs & Stratton Corporation and its Affiliated Debtors, dated November 9, 2020 [Docket No. 1226] (the “Plan”),1 by and through undersigned counsel, respectfully represents as follows in support of this response to the Motion for Sanction of Counsel (the “Motion”) filed by Patrick C. Joyce, III ( “Movant”):

1. Movant filed two proofs of claim [Claim Nos. 672 and 2311] (collectively, the “Claims”) relating to his participation in the BSC Dividend Reinvestment Plan (the “DRIP”) in the above-captioned bankruptcy proceeding (the “Chapter 11 Case”) on September 14, 2020 and November 2, 2020, respectively.

2. On March 18, 2021, the Plan Administrator filed the Notice of the Plan Administrator’s Fifteenth Omnibus Objection to Claims on Grounds of No Liability [Docket No. 1661] (the “Notice of Objection”). Contemporaneously therewith, the Plan Administrator filed the Notice of Hearing [Docket No. 1662] (the “Notice of Hearing”) setting the hearing on The

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Plan Administrator’s Fifteenth Omnibus Objection to Claims on No Liability [Docket No. 1661] (the “Objection”) for May 12, 2021 at 10:00 a.m. (Central Time) (the “Hearing”). Each claim addressed by the Objection, including Movant’s Claims, represented equity claims filed by holders of equity interests in BSC.

3. Pursuant to paragraph 6 of the Notice of Objection, claimants “must attend the Hearing if [they] disagree with the Objection and have filed a Response” (emphasis in original). Additionally, page 2 of the Notice of Hearing stated that claimants must attend the Hearing if they “do not want the Court to grant the relief requested in the Objection, or if [they] want the Court to consider their views on the Objection . . . .” The Notice of Hearing further provided the Courtroom Deputy’s contact information for interested parties who wished to appear telephonically. Lastly, each of the Objection, Notice of Objection, and Notice of Hearing included the date and time of the Hearing on their respective first pages.

4. The Objection, Notice of Objection, and Notice of Hearing were served upon Claimant via First Class Mail on March 18, 2021. See Certificate of Service [Docket No. 1663].

5. On March 30, 2021, the Court received and entered Movant’s response to the Objection [Docket No. 1671] (the “Response”). To summarize the Response, Movant argued that claims filed by participants in the DRIP should not be disallowed because of “true equity”, which Movant defined as “justice according to natural law or right specifically: freedom from bias or favoritism”. See Response.

6. On May 10, 2021, the Plan Administrator filed the Proposed Agenda for Hearing on May 12, 2021 at 10:00 a.m. (Prevailing Central Time) and Instructions for Telephonic Hearing [Docket No. 1724] (the “Agenda”). The claims and noticing agent for these Chapter 11 Case 20-43597 Doc 1741 Filed 05/19/21 Entered 05/19/21 17:06:04 Main Document

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Cases served the Agenda via overnight mail upon Movant on May 11, 2021. See Certificate of Service [Docket No. 1729].

7. On May 12, 2021, the Court entered the Order Sustaining the Plan Administrator’s Fifteenth Omnibus Objection to Claims on Grounds of No Liability [Docket No. 1661] (the “Fifteenth Omnibus Objection Order”). The Fifteenth Omnibus Objection Order disallowed Movant’s Claims.

8. On May 17, 2021, the Court received and entered the Motion into the docket. The Motion references a Court ordered notice to Movant by May 10, 2021. See Motion. According to Movant, counsel for the Plan Administrator committed a “gross breach of required contact with litigants” because of their “13th_{hour attempt to comply with the Notice Order”. See} Motion.

9. In consideration of the Motion, the Court vacated the Fifteenth Omnibus Objection Order in part with respect to the Claims and rescheduled the hearing on the Claims for June 10, 2021 at 2:00 p.m. (Central Time). See Order Vacating Order Sustaining the Plan Administrator’s Fifteenth Omnibus Objection to Claims on Grounds of No Liability in Part Only with Respect to Claims of Patrick C. Joyce, III and Rescheduling Hearing on Fifteenth Omnibus Objection to Claims on Patrick C. Joyce, III [Docket No. 1735].

10. The Plan Administrator is unaware of a “Notice Order” but believes Movant is referring to the Agenda when describing a “letter” and counsel’s “13th hour attempt to comply with the Notice Order.” The agendas in these Chapter 11 Cases are documents setting forth matters to be heard at each hearing filed two business days before any omnibus hearing. See Order Pursuant to Section 105(a) of the Bankruptcy Code and Bankruptcy Rules 1015(c), 2002 and 9007 Establishing Certain Notice, Case Management and Administrative Procedures [Docket No. 195]. Case 20-43597 Doc 1741 Filed 05/19/21 Entered 05/19/21 17:06:04 Main Document

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Such agendas are not intended to provide the notice that the notices of hearing and notices of objection properly furnish. They do not provide information not included in the notices of hearing and notices of objection aside from specific information on how to conduct oneself during telephonic and video hearings and the order by which items are heard.

11. The Plan Administrator agrees with Movant that notice to Movant and Movant’s right to be heard in Court are fundamental and cannot be disregarded. However, the Plan Administrator and his counsel properly provided notice to Movant of the Objection and the Hearing via the Notice of Objection and Notice of Hearing. As such, counsel for the Plan Administrator did not deny Movant of his opportunity to be heard.

12. Furthermore, Movant alleges that “there was ample time for counsel for parties to reply” to Movant’s Response to the Objection. This is correct. Indeed, counsel for the Plan Administrator had engaged in communications with Movant after receiving his Response in an effort to resolve any questions Movant may have had. See Exhibit A, Letter from Julie Dyas Goldberg to Movant, Mar. 31, 2021.

13. Movant also alleges that counsel for the Plan Administrator avoided addressing the merits of Movant’s Response. See Motion. Contrary to Movant’s assertion, both the Court and counsel for the Plan Administrator discussed Movant’s Response at length at the Hearing. See Exhibit B, Transcript of Hearing 5:7 – 5:21, 6:6 – 8:6, May 12, 2021.

14. Consequently, Movant has not established that counsel for the Plan Administrator have failed to provide proper notice to Movant, denied Movant his opportunity to be heard in Court, displayed a lack of regard for Movant, or committed “a gross breach of required contact”.

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15. Lastly, the Plan Administrator reasserts that Movant’s Claims were properly objected to because such Claims had no liability.

16. Pursuant to Section 4.30(b) of the Plan, all equity interests in BSC were cancelled and one share of BSC common stock was issued to the Plan Administrator on January 6, 2021. The Plan further provided that holders of equity interest in BSC would not receive distribution from the Wind-Down Estates on account of such equity interests unless all Allowed Claims (as defined in the Plan) have been satisfied in full. Unfortunately, it is extremely unlikely that Allowed Claims will be paid in full in these Chapter 11 Cases.

17. While the Plan Administrator is mindful of the lost investment value to entities and individuals in Movant’s shoes and is not unsympathetic to such claimants, the issue of equity investments in BSC was resolved under the Plan and the Plan Administrator does not have the ability to treat equity investments as claims.

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WHEREFORE, the Plan Administrator respectfully requests that the Court deny Movant Patrick C. Joyce, III’s Motion for Sanction of Counsel, and for such other and further relief as is just and proper.

Dated: May 19, 2021 St. Louis, Missouri

Respectfully submitted,

CARMODY MACDONALD P.C.

/s/ Robert E. Eggmann

Robert E. Eggmann, #37374MO Christopher J. Lawhorn, #45713MO Thomas H. Riske, #61838MO 120 S. Central Avenue, Suite 1800 St. Louis, Missouri 63105 Telephone: (314) 854-8600 Facsimile: (314) 854-8660 Email: [email protected] [email protected] [email protected] Local Counsel to the Plan Administrator -and-

HALPERIN BATTAGLIA BENZIJA LLP Julie Dyas Goldberg

Matthew Murray

40 Wall Street, 37th Floor New York, New York 10005 Telephone: (212) 765-9100 Email: [email protected] [email protected] Counsel to the Plan Administrator

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EXHIBIT A

Letter from J. Dyas Goldberg

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4 0 Wa ll S tr e e t ▪ 37t h

F lo o r ▪ New York, NY 10005 ▪ Tel ▪ 212-765-9100 ▪ Fax ▪ 212-765-0964

H

ALPERIN

B

ATTAGLIA

B

ENZIJA

LLP

Julie Dyas Goldberg Of Counsel

[email protected]

Mr. Patrick C. Joyce III 5413 Albemarle St.

Bethesda, MD 20816-1824

March 31, 2021 Re: Briggs & Stratton Corporation, et al.

Bankruptcy Case No. 20-43597

U.S. Bankruptcy Court, Eastern District of Missouri Dear Mr. Joyce,

We are counsel to the Plan Administrator with respect to the above-referenced Chapter 11 bankruptcy cases of Briggs & Stratton Corporation, et al. (the “Debtors”). We are in receipt of your response to our Sixteenth Omnibus Objection to Claims with respect to your equity interests and wanted to reach out to make sure the substance of the objection was clear on its face.

As Plan Administrator, we were not involved in the pre-petition (or even pre-confirmation) operations of Briggs & Stratton. Our core job is to liquidate the remaining assets of the companies, effectuate the wind-down of all business, and reconcile claims and interests of parties such as yourself so that each claim or interest is satisfied in accordance with the Second Amended Joint Chapter 11 Plan of Briggs & Stratton Corporation and Its Affiliated Debtors (the “Plan”), which has already been approved by creditors and the Court.

I wanted to make sure it was clear that we do not object to your equity interest as part of the equity interest class under the Plan. Bankruptcy law applies a strict hierarchy to how claims and interests of an insolvent company are paid. Given that the law requires that all claims are satisfied prior to distributions on account of interests, we cannot pay your equity interest as if it were a claim – it is not, as claims and interests are distinct under the law. It would be contrary to the law and to our duty as fiduciaries to treat it otherwise. To confirm, your interest is allowed and protected as an equity interest (as opposed to a claim) and will be treated the same as all other equity interests in the Debtor companies.

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4 0 Wa ll S tr e e t ▪ 37t h

F lo o r ▪ New York, NY 10005 ▪ Tel ▪ 212-765-9100 ▪ Fax ▪ 212-765-0964

I respectfully request that you withdraw your objection so as to avoid the costs of a hearing, both for you as well as for the Plan Administrator. I would be glad to discuss this on the phone with you if that is helpful. I do not believe that you and I are actually adverse on this matter and if I can assist you in your analysis of the relief requested, I would be glad to talk it through.

Very truly yours,

Julie Dyas Goldberg

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EXHIBIT B

Transcript of May 12, 2021 Hearing

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Colloquy 5

1 I think the Code makes clear in -- I think it's

2 501 -- let me take a look at 501. Well, 501 and 502 make a

3 difference between a claim and an interest holder. It seems

4 that by admission, Mr. Joy -- I'm sorry -- I want to start

5 with Paul Routt -- Mr. Routt, R-O-U-T-T from Renton,

6 Washington.

7 The Code clearly has a cleavage between creditors who

8 are owed money or a right to money as defined in 101 (sic), or

9 an interest holder which is an equity interest holder. And by

10 either 726 or 502, we see that interest holders get paid after

11 creditors. So there's a distinct -- the distinction between

12 the two is significant in the order of payment.

13 In this case, I think we can take almost judicial

14 notice of the confirmed plan and the -- we'll just say the

15 plan -- that creditors are not going to be paid in full. In

16 fact, they're not even close to being paid in full. I think

17 their dividend was less than ten percent; is that correct?

18 MS. KO: Yes, Your Honor.

19 THE COURT: So unless they're paid in full plus

20 interest, equity gets nothing, and that's why equity was

21 cancelled under the plan.

22 No, I'm not happy either that bonuses were given, and

23 they were given because the Code was changed to not permit

24 such bonuses after the filing. So clever attorneys just say

25 we'll give the bonuses before we go to court and the court Case 20-43597 Doc 1741-2 Filed 05/19/21 Entered 05/19/21 17:06:04 Exhibit B

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Colloquy 6

1 can't do anything about it. And I share his frustration with

2 that. But at the end of the day, he's a common stock holder;

3 he's an interest holder not a creditor.

4 The objection by the plan administrator is granted.

5 MS. KO: Thank you, Your Honor.

6 THE COURT: Then we have Patrick Joyce who also sent

7 us a response and -- let me just look at my notes here. In

8 his response, he focuses on the distinction between the DRIP,

9 the dividend reinvestment plan, and a creditor, but he says

10 that he's really upset with the dividend reinvestment plan.

11 And quite frankly, he acknowledges that equity was canceled.

12 His quote by Judge Krieger who, did you know, started out as a

13 bankruptcy judge in Denver and then was appointed to the

14 district court; he quotes her. At the end of the day, though,

15 he relies upon equity in the fourth paragraph of his -- on

16 page 2 of his response, "equity demands relief", and that's

17 the basis of his concern.

18 If we look at the current case -- the recent case of

19 Law v. Siegel, here's the quote from the Supreme Court, "We

20 have long held that 'whatever equitable powers remain in the

21 bankruptcy courts must and can only be exercised within the

22 confines of' the Bankruptcy Code." And I've already discussed

23 that the Code distinguishes between creditors and interest

24 holders, and Mr. Joyce is clearly an interest holder.

25 I can't -- if Mr. Joyce were here, I would tell him I Case 20-43597 Doc 1741-2 Filed 05/19/21 Entered 05/19/21 17:06:04 Exhibit B

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1 can't do equity for you because I'm not permitted to, that the

2 Code doesn't allow us to get where he wants to go which is

3 transformation of his complaint about the DRIP to a creditor

4 position.

5 The objection of the plan administrator is sustained

6 in both Joyce and Routt.

7 THE CLERK: Ms. Goldberg has her hand raised.

8 THE COURT: Oh, Ms. Goldberg, I'm sorry; I didn't see

9 you had your hand raised because I wasn't looking. Please, if

10 you would.

11 MS. GOLDBERG: Thank you, Your Honor. This is Julie

12 Goldberg with Halperin Battaglia Benzija for the plan

13 administrator.

14 I just wanted to advise Your Honor and the

15 in-interest, generally, that when receive a response such as

16 that of Mr. Joyce or Mr. Routt, I personally respond to them

17 either in telephone or, in Mr. Joyce's case, in letter because

18 I was unable to reach him, to do my best to advise them

19 not, of course, as counsel as I'm counsel to the plan

20 administrator, but just to make him feel heard and know that

21 his response is taken seriously, and to point him to the

22 relevant sections of the Bankruptcy Code, and also to ensure

23 him that as an equity holder, we have no objections to his

24 assertion of an interest, and that we have indeed such records

25 of all equity holders and their interest in the exceedingly Case 20-43597 Doc 1741-2 Filed 05/19/21 Entered 05/19/21 17:06:04 Exhibit B

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Colloquy 8

1 unlikely event that we are successful in paying claims in full

2 that we certainly have no objection to his status as an equity

3 holder.

4 I did not receive a response either from Mr. Joyce or

5 Mr. Routt, but I just wanted to let the Court know that we do

6 take that administrative step.

7 THE COURT: Which I appreciate. You didn't ignore

8 it; you responded to it, and that was appropriate. It's not

9 often done, and you did an excellent job in doing so. Thank

10 you.

11 MS. GOLDBERG: Thank you.

12 THE COURT: The next objection I have is with respect

13 to the sixteenth omnibus objection, and that was duplicative

14 but with the explanation that a claim with respect to the

15 pension is duplicative of a claim asserted against the debtor.

16 MS. KO: Yes, Your Honor.

17 THE COURT: And the first matter we have there is Mr.

18 [Ko-wa-low'-ski].

19 MS. KO: [Ko-wa-loos'-key], Your Honor.

20 THE COURT: Kowalewski.

21 MS. KO: You guess is as good as mine, Your Honor.

22 THE COURT: So Ms. Goldberg, can you -- do you have a

23 different pronunciation?

24 MS. GOLDBERG: I think no, Your Honor. I have not

25 spoken with the Kowalewskis other than as Ms. Ko will advise Case 20-43597 Doc 1741-2 Filed 05/19/21 Entered 05/19/21 17:06:04 Exhibit B