Gores Holdings, Inc. Completes Acquisition of Hostess Brands, LLC, Maker of Twinkies®

LOS ANGELES--(BUSINESS WIRE)--Gores Holdings, Inc. (“Gores Holdings”) (NASDAQ CM: GRSHU, GRSH, GRSHW), a special purpose acquisition company sponsored by an affiliate of The Gores Group, LLC (“The Gores Group” or “Gores”), today announced that it completed the acquisition of Hostess Brands, LLC (“Hostess Brands”), the maker of Hostess^® 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 3, 2016. In connection with the transaction, Gores Holdings has been renamed Hostess Brands, Inc. (“Hostess” or “the Company”), 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 of Gores Holdings’ shareholder equity, additional investors comprising large institutional investors, C. Dean Metropoulos (through $50 million of additional rollover contribution) and Gores affiliates participated in a $350 million 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, “Apollo”) (NYSE: APO) and C. Dean Metropoulos and family, the prior majority owners of Hostess, will continue to hold an approximately 42% 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, stated, “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, said, “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, added, “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 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 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.
For more information about Hostess products and Hostess Brands, please visit hostesscakes.com. Follow Hostess on Twitter: @Hostess_Snacks; on Facebook: facebook.com/Hostess; on Instagram: Hostess_Snacks; and on Pinterest: pinterest.com/hostesscakes.
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 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, CO, and London. For more information, please visit www.gores.com.
About Apollo Global Management, LLC
Apollo (NYSE: APO) 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 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. For more information about Apollo, please visit www.agm.com.
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 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.
Forward-Looking Statements
This press release contain statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. Forward-looking statements are generally identified through the inclusion of words such as “believes,” “expects,” “intends,” “estimates,” “projects,” “anticipates,” “will,” “plan,” “may,” “should,” or similar language. Statements addressing our future operating performance and statements addressing events and developments that we expect or anticipate will occur are also considered as forward-looking statements. All forward looking statements included herein are made only as of the date hereof. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Hostess Brands, Inc. Announces Third Quarter 2016 Financial Results for Hostess Holdings, L.P.

KANSAS CITY, Mo.--(BUSINESS WIRE)--Hostess Brands, Inc. (NASDAQ: TWNK, TWNKW)(the “Company”), one of the largest manufacturers and marketers of sweet baked goods including Twinkies®, Ding Dongs®, Ho Hos®, Donettes® and a variety of new and classic treats, today reported third quarter ended September 30, 2016 financial results for its subsidiary Hostess Holdings, L.P. (“Hostess”).
Third quarter 2016 financial results for Hostess reflect the three months ended September 30, 2016, prior to the closing of the recent business combination (the “Business Combination”) between Hostess and the Company (f.k.a.Gores Holding, Inc.) which occurred on November 4, 2016. In connection with the closing of the Business Combination, the Company acquired a controlling interest in Hostess Holdings, L.P. and changed its name to Hostess Brands, Inc.
Third Quarter Financial Highlights

• Net revenues increased 24.0% to $196.2 million
  • Sweet Baked Goods (sweet baked products) net revenues increased 12.6% to $174.0 million
  • Other (bread, buns and in-store bakery products) net revenues increased 502.6% to $22.2 million
• Gross margin improved 640 basis points to 44.1%
  • Sweet Baked Goods gross margin was 45.8%
  • Other gross margin was 31.0%
• GAAP net income was $33.5 million, up from a net loss of $4.1 million
• Adjusted EBITDA grew 36.7% year-over-year to $55.6 million

(All comparisons above are with respect to the third quarter of 2015)
“We are very pleased with Hostess’s third quarter financial results which are evidence of the successful execution of our strategy to continue to build out our whitespace distribution opportunities and enhance our product assortment through innovation and new product development,” commented Bill Toler, President and Chief Executive Officer of the Company. “The completion of our merger with the Gores team marks an exciting milestone in Hostess’s history as we take another meaningful step forward in our business evolution. We believe Hostess has significant potential to leverage our well-established sweet baked goods brand portfolio to drive continued sales growth, profitability and value for our shareholders.”
Third Quarter 2016 Financial Results
Net revenues were $196.2 million, an increase of $38.0 million or 24.0%, compared to net revenues of $158.2 million for the third quarter of 2015 primarily due to an increase in the number of cases sold as a result of increased distribution in convenience and drug channels and expanded product offerings. Superior Cake Products, Inc. (“Superior”) acquired by Hostess on May 10, 2016, contributed $9.7 million in net revenues for third quarter of 2016. Sweet Baked Goods represented 88.7% and Other represented 11.3% of net revenues, respectively.
Gross profit was $86.6 million, or 44.1% of net revenues, compared to gross profit of $59.6 million, or 37.7% of net revenues, for the third quarter of 2015. After excluding a $4.0 million credit to recall costs related to flour and $2.6 million of incentive compensation third quarter of 2016 gross profit was $85.2 million, or 43.4% of net revenues. Ingredient costs were higher as a percentage of net revenues for the third quarter of 2015, primarily due to the reduced available egg supplies, which increased the egg ingredient prices to record highs.
Selling, general and administrative (“SG&A”) expenses were $29.1 million, an increase of $5.4 million, as compared to SG&A of $23.7 million for the third quarter of 2015. The increase in SG&A expenses were primarily attributable to increases in field marketing, increases in annual incentive compensation related to increases in operating performance, professional fees and the addition of Superior.
GAAP net income was $33.5 million compared to a net loss of $4.1 million in the third quarter of 2015.
Adjusted EBITDA was $55.6 million, an increase of $14.9 million, or 36.6%, compared to adjusted EBITDA of $40.7 million for the third quarter of 2015. Adjusted EBITDA for the third quarter of 2016 was 28.4% of net revenues, compared to adjusted EBITDA of 25.7% of net revenues in the same period last year. Adjusted EBITDA is non-GAAP financial measure. Please refer to the tables in this press release for a reconciliation of non-GAAP financial measures.
Segment Review
Hostess has two reportable segments: Sweet Baked Goods and Other. The Sweet Baked Goods segment consists of sweet baked goods and the Other segment consists of branded bread, buns and in-store bakery products. Please refer to the tables in this press release for segment financial disclosures.
Sweet Baked Goods Segment: Net revenues for quarter were $174.0 million, an increase of $19.6 million, or 12.7%, compared to net revenues of $154.4 million for the third quarter of 2015. Gross profit was $79.7 million, or 45.8% of net revenues, compared to gross profit of $58.4 million, or 37.8% of net revenues for the third quarter of 2015.
Other Segment: Net revenues for quarter were $22.2 million, an increase of $18.5 million, or 502.6%, compared to net revenues of $3.7 million for the third quarter of 2015. Gross profit was $6.9 million, or 31.1% of net revenues, compared to gross profit of $1.2 million, or 32.4% of net revenues for the third quarter of 2015.
Balance Sheet and Cash Flow
As of September 30, 2016, Hostess had cash and cash equivalents of $64.2 million and approximately $97.2 million available for borrowing, net of letters of credit, under its revolving line of credit. Following the completion of the Business Combination on November 4, 2016, the Company had cash and cash equivalents of approximately $7.5 million and net debt of $991.8 million.

HOSTESS HOLDINGS, L.P.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

		September 30,				December 31,
ASSETS		2016				2015
		(Unaudited)
Current assets:
Cash and cash equivalents		$	64,220			$	64,473
Restricted cash			8,215				4,655
Accounts receivable, net			58,853				38,860
Inventories			29,280				25,130
Assets held for sale			—				4,000
Prepaids and other current assets			11,550				2,041
Total current assets			172,118				139,159
Property and equipment, net			147,025				128,078
Restricted cash			9,010				17,225
Intangible assets, net			291,947				263,579
Goodwill			81,575				56,992
Deferred finance charges			1,422				1,696
Other assets, net			7,569				7,142
Total assets		$	710,666			$	613,871
LIABILITIES AND PARTNERS’ DEFICIT
Current liabilities:
Long-term debt and capital lease obligation payable within one year		$	9,401			$	9,250
Accounts payable			46,660				28,053
Accrued expenses			24,880				20,577
Deferred distributions to partners			8,215				4,655
Other liabilities			538				565
Total current liabilities			89,694				63,100
Long-term debt and capital lease obligation			1,189,542				1,193,667
Deferred distributions to partners			9,010				17,225
Deferred tax liability			11,457				—
Total liabilities			1,299,703				1,273,992
Commitments and contingencies
Partners’ deficit			(554,601	)			(622,130	)
Noncontrolling interest			(34,436	)			(37,991	)
Total liabilities and partners’ deficit		$	710,666			$	613,871

HOSTESS HOLDINGS, L.P. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands) (Unaudited)
			Three Months Ended								Nine Months Ended
			September 30, 2016				September 30, 2015				September 30, 2016			September 30, 2015
Net revenue		$	196,197			$	158,213			$	548,758		$	473,789
Cost of goods sold			113,618				95,942				309,461			269,997
Recall costs related to flour			(4,000	)			—				—			—
Special employee incentive compensation			—				2,649				—			2,649
Gross profit			86,579				59,622				239,297			201,143
Operating costs and expenses:
Advertising and marketing			10,381				9,096				27,529			25,101
Selling expense			8,271				7,242				23,175			22,783
General and administrative			10,437				7,367				31,442			24,250
Amortization of customer relationships			503				155				1,003			467
Special employee incentive compensation			—				1,274				—			1,274
Impairment of property and equipment			—				1,525				7,300			1,950
Loss on sale/abandonment of property and equipment and bakery shutdown costs			213				90				440			1,005
Related party expenses			1,058				1,236				3,432			3,700
Total operating costs and expenses			30,863				27,985				94,321			80,530
Operating income			55,716				31,637				144,976			120,613
Other expense:
Interest expense, net			18,004				14,136				53,748			31,806
Loss on debt extinguishment			—				18,121				—			25,880
Other (income) expense			4,222				3,444				9,411			(8,680	)
Total other expense			22,226				35,701				63,159			49,006
Income (loss) before income taxes			33,490				(4,064	)			81,817			71,607
Income tax provision (benefit)			(23	)			—				294			—
Net income (loss)			33,513				(4,064	)			81,523			71,607
Less: Net income (loss) attributable to the noncontrolling interest			2,329				(204	)			4,110			3,580
Net income (loss) attributable to Hostess Holdings, L.P.		$	31,184			$	(3,860	)		$	77,413		$	68,027

HOSTESS HOLDINGS, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited)
					Nine Months Ended September 30, 2016			Nine Months Ended September 30, 2015
Operating activities
	Net income			$	81,523		$	71,607
	Depreciation and amortization				9,054			7,158
	Impairment of property and equipment				7,300			1,950
	Non-cash interest expense-debt fee amortization				2,486			2,547
	Non-cash loss on debt extinguishment				—			16,005
	Unit-based compensation				689			1,264
	Gain on sale/abandonment of property and equipment				(153	)		(21	)
	Change in operating assets and liabilities
		Accounts receivable			(17,871	)		(10,469	)
		Inventories			(1,850	)		(3,129	)
		Prepaids and other current assets			(9,397	)		(792	)
		Accounts payable and accrued expenses			17,335			25,941
		Other			397			316
	Net cash provided by operating activities				89,513			112,377
Investing activities
	Purchases of property and equipment				(23,995	)		(22,306	)
	Acquisition of Superior, net of cash				(50,091	)		—
	Proceeds from sale of assets				4,350			409
	Proceeds from sale of marketable securities				—			42,960
	Restricted cash release				—			1,762
	Acquisition and development of software assets				(1,917	)		(1,745	)
	Net cash provided by (used in) investing activities				(71,653	)		21,080
Financing activities
	Repayments of debt and capital lease obligation				(6,985	)		(496,250	)
	Proceeds from issuance of long-term debt				—			1,225,000
	Debt fees				—			(22,819	)
	Distributions to partners				(10,573	)		(952,875	)
	Distributions to noncontrolling interest				(555	)		(46,765	)
	Net cash used in financing activities				(18,113	)		(293,709	)
Net decrease in cash and cash equivalents					(253	)		(160,252	)
Cash and cash equivalents at beginning of period					64,473			209,623
Cash and cash equivalents at end of period				$	64,220		$	49,371
Supplemental Disclosures Of Cash Flow Information:
Cash paid during the period for:
	Interest			$	50,799		$	18,284
Supplemental disclosure of non-cash investing:
	Accrual of purchases of property and equipment			$	2,072		$	228

Hostess has two reportable segments: Sweet Baked Goods and Other. The Sweet Baked Goods segment consists of sweet baked goods that are sold under the Hostess® and Dolly Madison brands. In April 2015, Hostess launched Hostess® branded bread and buns. As a result, Hostess added a reportable segment called Other, to include Hostess® branded bread and bun products. In May 2016, Hostess purchased Superior, which manufactures and distributes eclairs, madeleines, brownies, and iced cookies in the “In-Store Bakery” section of grocery and club retailers. The operations of Superior have been included in the reportable segment called Other. The Hostess® branded bread and buns operating segment, the In-Store Bakery operating segment, and other were aggregated and presented within Other as a result of not meeting the 10 percent quantitative threshold tests in accordance with FASB ASC 280-10-50-12.
Hostess evaluates performance and allocates resources based on net revenue and gross profit. Information regarding the operations of these reportable segments is as follows:

			Three Months Ended						Nine Months Ended
(In thousands)			September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Net revenue:
Sweet Baked Goods		$	173,997		$	154,529		$	507,813		$	467,140
Other			22,200			3,684			40,945			6,649
Net revenue		$	196,197		$	158,213		$	548,758		$	473,789
Gross profit:
Sweet Baked Goods		$	79,697		$	58,420		$	226,208		$	198,784
Other			6,882			1,202			13,089			2,359
Gross profit		$	86,579		$	59,622		$	239,297		$	201,143

Fitch: Trump Regulatory Changes May Not Be a Win for Banks

NEW YORK (BUSINESS WIRE) US financial institution (FI) regulatory reform may feature as a priority legislative agenda item, reflecting the campaign of President-elect Donald Trump as well as the ongoing views of several key majority Congressional leaders, says Fitch Ratings.
Fitch does not foresee any changes to US FI ratings as a result of the election. Changes that potentially reduce capital or liquidity requirements are likely to be a negative, but the impact on individual ratings will depend on how banks respond to this change. To the extent that capital or liquidity levels decline materially, that could result in negative rating implications, but Fitch views this scenario as unlikely.
The Dodd-Frank Act (DFA) has featured as a target in President-elect Donald Trump's campaign statements, but most aspects of DFA have been implemented, and it is unclear whether a wholesale repeal could pass or what a partial repeal may encompass.
The Consumer Financial Protection Bureau is a relatively high-profile target for those opposed to the DFA, but its elimination on its own would be unlikely to have a material impact for banks in the aggregate. Notably, there has been little specific discussion of peeling back the Volcker Rule or Resolution Authority, some of the more costly aspects of the DFA. Fitch notes that the reduction in proprietary trading activity linked to Volcker has been largely positive for banks, while the resolution process has been largely positive for banks' governance.
Anti-Wall Street sentiment has been a recurring theme in the presidential campaign for both candidates, so it remains an open question as to the likelihood or urgency of any proposed financial sector regulatory reform or repeal. Smaller regional or community banks may be viewed as more worthy beneficiaries of regulatory relief than money center banks. In addition, the reintroduction of Glass-Steagall (GS) is unlikely to be a policy priority. The reintroduction of some elements of GS was included in both parties' platforms, but it was not a prominent theme in the campaign. The industry is likely to continue to strenuously oppose regulation that would re-impose restrictions that had existed under GS.
It is also important to note that capital and liquidity requirements have not historically been dictated by the Legislature but through banking regulators in the US. The US has adopted Basel III and those requirements will continue to be implemented, regardless of the administration. Therefore, while aspects of the DFA may be peeled back, core banking regulation is unlikely to change.
Generally, US financial institutions' performance tends to be correlated with the overall US macroeconomic environment, particularly as it relates to economic growth. Judging by the campaign, the new administration's economic policy is likely to revolve around tax cuts, renegotiating trade agreements, de-regulation and higher infrastructure spending. However, it remains to be seen the degree to which Trump will implement or be able to carry out his policy initiatives and the long-term effect policy changes will have on growth.
In the near term, increased policy uncertainty could dampen prospects for private investment growth. If the Fed judged these effects were likely to outweigh the impact of any additional fiscal easing, it may prompt them to raise rates at a slower pace than previously expected over the coming year. This would delay any positive operating leverage from rate hikes out further, as the impact tends to be lagged. Overall, Fitch expects that incremental interest rate increases would be positive for banks' net interest margins.