Los Angeles / CA. (twnk) Gores Holdings Inc., a special purpose acquisition company sponsored by an affiliate of The Gores Group LLC, announced that it completed the acquisition of Hostess Brands LLC, the maker of «Twinkies», «Ding Dongs» and CupCakes. The transaction has been unanimously approved by the Boards of Directors of both Gores Holdings and the indirect parent of Hostess Brands, and was approved at a special meeting of Gores Holdings’ shareholders on November 03, 2016. In connection with the transaction, Gores Holdings has been renamed Hostess Brands Inc. and its common stock and warrants will trade on Nasdaq under the symbols «TWNK» and «TWNKW», respectively.
As previously announced, along with the 375 million USD of Gores Holdings’ shareholder equity, additional investors comprising large institutional investors, C. Dean Metropoulos (through 50 million USD of additional roll-over contribution) and Gores affiliates participated in a 350 million USD private placement, led by Alec Gores, Chairman and CEO of The Gores Group. Additionally, funds managed by affiliates of Apollo Global Management LLC (together with its consolidated subsidiaries) and C. Dean Metropoulos and family, the prior majority owners of Hostess, will continue to hold an approximately 42 percent combined stake in the Company. Dean Metropoulos and William Toler continue to lead Hostess as Executive Chairman and Chief Executive Officer, respectively.
Dean Metropoulos, Executive Chairman of Hostess: «We are excited to introduce Hostess as a public company and I am extremely proud of the job our team has done in repositioning and growing Hostess during the past four years. I believe the Company has strong growth potential and can think of no one better to partner with in this next journey than Alec Gores and the Gores team who have a well-earned reputation for not only identifying, but adding value to the businesses with which they affiliate».
Alec Gores, Chairman and CEO of The Gores Group: «Hostess and its best-known product are the epitome of American icons. Dean, Bill and their team have done an outstanding job of positioning the Company for future, profitable growth. We are thrilled to be part of the next stage in this Company’s life and look forward to helping create value for our shareholders».
Andrew Jhawar, Senior Partner and Head of the Consumer + Retail Group at Apollo: «Hostess has many exciting levers for continued growth going forward, and the Company is well positioned given its strong leadership, dedicated team members and loyal customer base. Becoming a public company is the next evolution in the revitalization of Hostess. Our team at Apollo looks forward to working with the Gores team, the Company’s new Board members and Dean, Bill and the rest of the management team in assisting to drive profitable growth and future shareholder value at Hostess».
In 2013, C. Dean Metropoulos and certain funds affiliated with Apollo acquired select Hostess assets out of the liquidation of the old Hostess Brands company. That summer, they returned Hostess products to store shelves after a months-long absence in what became one of the biggest news stories of the year. Since that time, the management team has successfully rebuilt the business and the brand through investments to enhance operations, creative product innovation, expanded distribution through a direct-to-warehouse system, targeted acquisitions and a competitive business model. Hostess had revenues for the twelve months ended June 30, 2016 of approximately 658 million USD and operates five baking facilities located in Emporia (KS), Indianapolis (IN), Columbus (GA) and Southbridge (MA).
Upon completion of the transaction, the Hostess Board of Directors consists of Dean Metropoulos, Mark Stone, Andrew Jhawar, Larry Bodner, Neil Defeo, Jerry Kaminski and Craig Steeneck.
Deutsche Bank Securities Inc. acted as lead capital markets advisor and financial advisor, Moelis + Company and Morgan Stanley acted as joint-capital markets advisors and Weil, Gotshal + Manges LLP acted as legal advisor to Gores Holdings. Rothschild Inc., Credit Suisse Securities (USA) LLC and Perella Weinberg Partners LP acted as M+A advisors to Hostess Brands. Morgan, Lewis + Bockius LLP acted as legal advisor to Apollo and Hostess Brands. Paul, Weiss, Rifkind, Wharton + Garrison LLP acted as legal advisor and UBS acted as financial advisor to Dean Metropoulos and his family.
About Hostess Brands Inc.
Hostess Brands is one of the largest packaged food companies focused on developing, manufacturing, marketing, selling and distributing fresh baked sweet goods in the United States. The brand’s history dates back to 1919, when the «Hostess CupCake» was introduced to the public, followed by «Twinkies» in 1930. Today, Hostess produces a variety of new and classic treats including «Ding Dongs», «Ho Hos», «Donettes» and Fruit Pies, in addition to «Twinkies» and CupCakes.
About Gores Holdings Inc.
Gores Holdings is a special purpose acquisition company sponsored by an affiliate of The Gores Group, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Gores Holdings completed its initial public offering in August 2015, raising approximately 375 million USD in cash proceeds. Gores Holdings’ officers and certain of its directors are affiliated with The Gores Group. Founded in 1987 by Alec Gores, The Gores Group is a global investment firm focused on acquiring controlling interests in mature and growing businesses which can benefit from the firm’s operating experience and flexible capital base. Over its nearly 30 year history, The Gores Group has become a leading investor having demonstrated a reliable track record of creating value in its portfolio companies alongside management. Headquartered in Los Angeles, The Gores Group maintains offices in Boulder, Colorado, and London, United Kingdom.
About Apollo Global Management LLC
Apollo Global Management is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Singapore, Mumbai, Delhi, Shanghai and Hong Kong. Apollo had assets under management of approximately 189 billion USD as of September 30, 2016, in private equity, credit and real estate funds invested across a core group of nine industries where Apollo has considerable knowledge and resources.
About Metropoulos + Co.
Metropoulos + Co. is a merchant banking and management firm focused principally on the food and consumer sectors in the United States and Europe. Dean Metropoulos and his management team partners have been involved in more than 83 acquisitions with over 20 billion USD of aggregate transaction value. Companies where Metropoulos + Co. has been an investor and Dean Metropoulos has been an executive include: Pabst Brewing Company, Pinnacle Foods, Aurora Foods, Stella Foods, The Morningstar Group, International Home Foods, Ghirardelli Chocolates, Mumm and Perrier Jouet Champagnes and Hillsdown Holdings PLC (Premier International Foods, Burtons Biscuits and Christie Tyler Furniture), among others.
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