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.

Christian Universities Online Publishes 50 Most Affordable Christian Colleges for 2017

DURHAM, N.C., - (PRNewswire) - Leading Christian higher education resource, Christian Universities Online has published a ranking of the 50 Most Affordable Christian Colleges for 2017 (http://www.christianuniversitiesonline.org/50-most-affordable-christian-colleges-and-universities-2017/). College of the Ozarks in Point Lookout, Missouri, claimed the top spot on the list. Erskine College of Due West, South Carolina, and Bob Jones University of Greenville, South Carolina, came in second and third respectively.
Other schools making the list include (in alphabetical order):
Belhaven University - Jackson, Mississippi
Bethel College - Mishawaka, Indiana
Bryan College - Dayton, Tennessee
Campbellsville University - Campbellsville, Kentucky
Carson-Newman University - Jefferson City, Tennessee
Central Christian College of Kansas - McPherson, Kansas
Charleston Southern University - Charleston, South Carolina
Cornerstone University - Grand Rapids, Michigan
Emmanuel College - Franklin Springs, Georgia
Fresno Pacific University - Fresno, California
Grace College and Seminary - Winona Lake, Indiana
Hannibal-LaGrange University - Hannibal, Missouri
Harding University - Searcy, Arkansas
Howard Payne University - Brownwood, Texas
Huntington University - Huntington, Indiana
John Brown University - Siloam Springs, Arkansas
Judson College - Marion, Alabama
Kentucky Christian University - Grayson, Kentucky
King University - Bristol, Tennessee
Lee University - Cleveland, Tennessee
Louisiana College - Pineville, Louisiana
MidAmerica Nazarene University - Olathe, Kansas
Milligan College - Milligan College, Tennessee
Mississippi College - Clinton, Mississippi
Missouri Baptist University - Saint Louis, Missouri
Montreat College - Montreat, North Carolina
Mount Vernon Nazarene University - Mount Vernon, Ohio
North Central University - Minneapolis, Minnesota
North Greenville University - Tigerville, South Carolina
North Park University - Chicago, Illinois
Nyack College - Nyack, New York
Oklahoma Baptist University - Shawnee, Oklahoma
Oklahoma Christian University - Oklahoma City, Oklahoma
Regent University - Virginia Beach, Virginia
Shorter University - Rome, Georgia
Southern Nazarene University - Bethany, Oklahoma
Southern Wesleyan University - Central, South Carolina
Southwest Baptist University - Bolivar, Missouri
Spring Arbor University - Spring Arbor, Michigan
Sterling College - Sterling, Kansas
Toccoa Falls College - Toccoa, Georgia
Trevecca Nazarene University - Nashville, Tennessee
University of the Southwest - Hobbs, New Mexico
Warner University - Lake Wales, Florida
Waynesburg University - Waynesburg, Pennsylvania
Williams Baptist College - Walnut Ridge, Arkansas
York College - York, Nebraska
To determine this list, Christian Universities Online compared Net Price tuition data gathered from the National Center for Education Statistics (NCES). Net Price is determined by subtracting the average amount of federal, state/local government, or institutional grant or scholarship aid from the total cost of attendance. Total cost of attendance is the sum of published tuition and required fees, books, and supplies, as well as the weighted average for room and board and other expenses. This ranking was produced using this single data point. Every school in the ranking is a member of the Council for Christian Colleges and Universities (CCCU) or member eligible. Site editor Anna-Rebekah Orr states that the goal of the ranking is to identify schools whose cost is not prohibitive to families on a budget. Orr goes on to say, "It is encouraging to know that students looking for affordable Christian higher education have so many options."
Christian Universities Online (http://www.christianuniversitiesonline.org/) is an online resource for students and families researching Christian higher education. The site publishes rankings and reviews of the best Christian colleges and universities, information about Christian scholarships and financial aid, and many other resources for finding, getting into, and paying for a quality Christian education.

Business Briefs

PORTLAND, Ore.--(BUSINESS WIRE)--Columbia Sportswear Company (NASDAQ:COLM) welcomed an August 10 ruling by the United States District Court for the District of Oregon that Seirus Innovative Accessories infringes one of Columbia’s design patents. Columbia alleges that Seirus created its HeatWave products by copying Columbia’s patented Omni-Heat® Reflective products, which have earned industry-wide acclaim.

Columbia filed the suit against Seirus in Oregon in January 2015 accusing it of willfully infringing three patents relating to Columbia’s revolutionary Omni-Heat® Reflective technology. One of the three Columbia patents covers a particular design of a heat reflective material.
In his decision, Judge Hernandez found that “The overall visual effect of the Columbia and Seirus designs are nearly identical,” and that “The striking visual similarity between Seirus’s design and Columbia’s patented design is likely to confuse an ordinary observer, and therefore, Columbia’s motion is granted.”

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 FRAMINGHAM, Mass.--(BUSINESS WIRE)--Staples, Inc. (NASDAQ: SPLS) is hosting a special Teacher Appreciation Day across the country to help teachers save while they prepare for the new school year. The first 100 teachers at each Staples store on Teacher Appreciation Day, Wednesday, August 17, will receive a free sample kit with special coupons; plus every teacher with a valid teacher ID will receive 10% off of their purchase.

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ANN ARBOR, Mich.--(BUSINESS WIRE)--National health spending in June 2016 was 5.2% higher than in June 2015, totaling $3.36 trillion (seasonally adjusted annual rate). For the first 6 months of 2016, health spending grew at a rate of 5.3%, slightly below the 2015 estimate of 5.5% made by the Centers for Medicare and Medicaid Services (CMS), but modestly above the 4.8% rate that CMS projects for all of 2016. The health spending share of gross domestic product (GDP) stood at 18.2% in June, tied for the all-time high in our series, first hit in February 2016.

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CreditCards.com Weekly Credit Card Rate Report: Average card APR remains locked at 15.18 percent

AUSTIN, TX - (PRNewswire) The average APR on new card offers held steady this week, according to the CreditCards.com Weekly Credit Card Rate Report.
The average is comprised of 100 of the most popular credit cards in the country, including cards from dozens of leading U.S. issuers and representing every card category. Introductory (teaser) rates are not included in the calculation.
Rates for card categories tracked by CreditCards.com are listed below:

Credit Card Rate Averages
	Avg. APR	Last week	6 months ago
National Average	15.18%	15.18%	15.18%
Low Interest	11.98%	11.98%	11.96%
Balance Transfer	14.38%	14.38%	14.35%
Business	13.12%	13.12%	13.12%
Student	13.42%	13.42%	13.42%
Cash Back	15.32%	15.32%	15.26%
Airline	15.08%	15.08%	15.17%
Reward	15.29%	15.29%	15.28%
Instant Approval	18.04%	18.04%	18.21%
Bad Credit	22.56%	22.56%	22.88%
Source: CreditCards.com
Updated: 8-03-2016

For the eighth week in a row, the national average APR has remained fixed at 15.18 percent.
Interest rates on new credit card offers are currently near record highs and show few signs of dropping anytime soon. After increasing steadily earlier this year in response to the Federal Reserve's December 2015 rate increase, minimum rates on new credit card offers have largely remained unchanged. Since March 1, for example, the national average has changed just three times. It has increased twice and fallen just once.
A number of card issuers have increased maximum interest rates on new card offers; but the increases aren't reflected in the national average because CreditCards.com only considers a card's lowest available rate when calculating average interest rates.
The CreditCards.com credit card rate survey (permalink: http://www.creditcards.com/rate-report) is conducted weekly, using offer data from leading U.S. card issuers' websites. Introductory offer periods and regular interest rates will vary with applicants' credit quality and issuer risk-based pricing policies.

Business Updates

WICHITA, KS -Aug 1, 2016 (PRNewswire) - Spirit AeroSystems Inc. [NYSE: SPR] President & Chief Executive Officer Tom Gentile will speak at the Jefferies Industrial conference in New York, N.Y., on Tuesday, August 9, 2016, at 1:20 p.m. (EDT).

Remarks from Gentile will be webcast and will be available at http://www.spiritaero.com/investor.aspx. 
Individuals are advised to check the website ahead of time to ensure their computers are configured for the webcast.
On the web: www.spiritaero.com
On Twitter: @SpiritAero

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NEW YORK, NY - Aug. 1, 2016 (PRNewswire) - Avon Products, Inc. (NYSE: AVP) ("we," "us," "our" or "Avon") announced today that it has commenced cash tender offers (each offer, a "Tender Offer" and, collectively, the "Tender Offers"), subject to certain terms and conditions, to purchase up to a total of $650 million aggregate principal amount of its outstanding (i) 5.750% Notes due 2018 (the "5.750% 2018 Notes"), (ii) 4.200% Notes due 2018 (the "4.200% 2018 Notes"), (iii)  6.500% Notes due 2019 (the"2019 Notes") and (iv) 4.600% Notes due 2020 (the "2020 Notes" and, together with the 5.750% 2018 Notes, the 4.200% 2018 Notes and the 2019 Notes, the "Securities"), subject to the Series Maximum Tender Amount (as defined below) for both the 2019 Notes and the 2020 Notes (together, the "Capped Securities").
The Tender Offers are scheduled to expire at 11:59 p.m., New York City time, on August 26, 2016 (such date and time, as it may be extended by us, the "Expiration Date"). The terms and conditions of the Tender Offers are described in an Offer to Purchase dated August 1, 2016 (the "Offer to Purchase") and a related Letter of Transmittal (together, the "Tender Offer Materials"). Holders of the Securities are urged to carefully read the Tender Offer Materials before making any decision with respect to the Tender Offers.

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NEW YORK, NY - July 25, 2016 (PRNewswire) - Nadeem Faruqi, founding partner at Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of Joy Global, Inc. ("Joy" or the "Company") (NYSE:JOY) for potential breaches of fiduciary duties in connection with the sale of the Company to Komatsu America Corp. for approximately $3.7 billion. 
The Company's stockholders will only receive $28.30 in cash for each share of Joy common stock they own.
Click here for more information: www.faruqilaw.com/JOY.  There is no cost or obligation to you.
The investigation focuses on whether Joy's Board of Directors breached their fiduciary duties to the Company's stockholders by failing to conduct a fair sales process and whether and by how much this proposed transaction undervalues the Company to the detriment of Joy's shareholders.