Combined company renamed Hostess Brands,
Inc. and will trade on NASDAQ under TWNK and TWNKW
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.
These statements inherently involve risks and uncertainties that
could cause actual results to differ materially from those
anticipated in such forward-looking statements. These risks and
uncertainties include, but are not limited to, maintaining,
extending and expanding our reputation and brand image; protecting
our intellectual property rights; leveraging our brand value to
compete against lower-priced alternative brands; correctly
predicting, identifying and interpreting changes in consumer
preferences and demand and offering new products to meet those
changes; operating in a highly competitive industry; our continued
ability to produce and successfully market products with extended
shelf life; our ability to drive revenue growth in our key products
or add products that are faster-growing and more profitable;
volatility in commodity, energy, and other input prices; our
dependence on our major customers; our geographic focus could make
us particularly vulnerable to economic and other events and trends
in North America; increased costs in order to comply with
governmental regulation; general political, social and economic
conditions; a portion of our workforce belongs to unions and
strikes or work stoppages could cause our business to suffer;
product liability claims, product recalls, or regulatory
enforcement actions; unanticipated business disruptions; dependence
on third parties for significant services; our insurance may not
provide adequate levels of coverage against claims; failures,
unavailability, or disruptions of our information technology
systems; our ability to achieve expected synergies and benefits and
performance from our strategic acquisitions; dependence on key
personnel or a highly skilled and diverse workforce; and our
ability to finance our indebtedness on terms favorable to us; and
other risks as set forth from time to time in our Securities and
Exchange Commission filings, including, without limitation, our
Annual Report on Form 10-K.
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version on businesswire.com: http://www.businesswire.com/news/home/20161104005670/en/
For inquiries regarding The Gores Group and affiliates,
please contact:Jennifer Kwon ChouManaging Director, Head of
Investor RelationsThe Gores Group310-209-3010jchou@gores.comorMike
SitrickSitrick &
Company310-432-4150Mike_Sitrick@sitrick.comorFor investor
inquiries regarding Apollo, please contact:Gary M. SteinHead of
Corporate CommunicationsApollo Global Management,
LLC212-822-0467gstein@apollolp.comorNoah GunnInvestor Relations
ManagerApollo Global Management,
LLC212-822-0540ngunn@apollolp.comorFor media inquiries regarding
Apollo, please contact:Charles ZehrenRubenstein Associates,
Inc. for Apollo Global Management,
LLC212-843-8590czehren@rubenstein.comorFor investor inquiries
regarding Hostess Brands, Inc., please contact:Katie
TurnerICR646-277-1228katie.turner@icrinc.comorFor media
inquiries regarding Hostess Brands, C. Dean Metropoulos or
Metropoulos & Co., please contact:Hannah ArnoldLAK Public
Relations, Inc.212-329-1417harnold@lakpr.comorMarie EspinelLAK
Public Relations, Inc.212-899-4744mespinel@lakpr.com
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