Explanatory Note
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is filed jointly by (i) AP Hostess Holdings, L.P. (“APHH”), (ii) AP Hostess Holdings GP, LLC (“APHHGP”), (iii) Apollo Management VII, L.P. (“Management VII”), (iv) AIF VII Management, LLC (“AIF VII”), (v) Apollo Management, L.P. (“Apollo Management”), (vi) Apollo Management GP, LLC (“Apollo Management GP”), Apollo Management Holdings, L.P. (“Management Holdings”), and (vii) Apollo Management Holdings GP, LLC (“Management Holdings GP”)(the foregoing are collectively referred to herein as the “Reporting Persons”), and amends and supplements the Schedule 13D originally filed by the Reporting Persons with the United States Securities and Exchange Commission on November 15, 2016, as amended to date (the “Statement”), relating to the class A common stock (the “Class A Common Stock”) of Hostess Brands, Inc. (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Statement. Responses to each item of this Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.
Item 1.
Security and Issuer
Item 2.
Identity and Background
Item 3.
Source and Amount of Funds or Other Consideration
Item 4.
Purpose of Transaction
Item 5.
Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented as follows:
On April 19, 2017, APHH sold 21,516,416 Class A Common Shares (assuming full exercise of the underwriters’ option) pursuant to an underwritten offering (the “Offering”), as described in the Issuer’s Rule 424(b)(4) final prospectus supplement (File No. 333-214603) filed with the Securities and Exchange Commission on April 13, 2017, and the underwriting agreement dated as of April 12, 2017 (the “Underwriting Agreement”), among the Issuer, APHH, CDM Hostess Class C, LLC (“CDM Hostess”), and Gores Sponsor LLC (the “Selling Shareholders”), and Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as the underwriters (the “Underwriters”). Following the sale of the Class A Common Stock by the APHH, APHH is the record holder of an aggregate of 581,723 shares of Class A Common Stock, which represents approximately 0.6% of the Issuer’s outstanding Class A Common Stock. APHHGP, Management VII, AIF VII, Apollo Management, Apollo Management GP, Management Holdings and Management Holdings GP disclaim beneficial ownership of all of the securities of the Issuer included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(a) See also the information contained on the cover pages of this Statement on Schedule 13D which is incorporated herein by reference. The percentage of Common Stock reported as beneficially owned by each Reporting Person is based on 99,285,917 shares of Common Stock outstanding as of April 18, 2017, as reported in the
Form 8-K filed by the Issuer on April 19, 2017.
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(b) See the information contained on the cover pages of this Statement on Schedule 13D, which is incorporated herein by reference.
(c) There have been no reportable transactions with respect to the Class A Common Stock of the Issuer within the last 60 days by the Reporting Persons other than as described in this Statement on Schedule 13D.
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owners of more than 5% of the Issuer’s Class A Common Stock on April 19, 2017.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby supplemented as follows:
Underwriting Agreement
On April 12, 2017, the Issuer, the Selling Shareholders, and the Underwriters, entered into the Underwriting Agreement with respect to, among other things, the sale by the APHH of up to an aggregate of 18,709,927 shares of Class A Common Stock of the Issuer (21,516,416 shares if the Underwriters exercise their overallotment option in full). Closing of the sale of the Class A Shares sold by APHH occurred on April 19, 2017.
Lock-up Agreement
In connection with the Offering, the Selling Shareholders agreed to enter into a lock-up agreement (the “Lock-Up Agreement”) with the Underwriters, pursuant to which APHH agreed that for the period from April 10, 2017 until May 31, 2017 (the “Lock-Up Period”), except with the prior written consent of the Underwriter, the APHH would not, among other things and subject to certain exceptions, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, with respect to, any shares of Class A Common Stock, any other securities of the Issuer that are substantially similar to Class A Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase or subscribe for, the foregoing (collectively, the “Lock-Up Securities”); or (ii) enter into any swap or other agreement that transfers to another, in whole or in part, any of the economic consequences of ownership
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of the Lock-Up Securities, whether any such transaction is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise.
The summaries of the Underwriting Agreement and the Lock-Up Agreement as described in this Item 6 do not purport to be complete and are qualified in their entirety by reference to those agreements. The Underwriting Agreement, which includes a form of Lock-up Agreement, is attached As Exhibit 1 to this Amendment No. 1 to Schedule 13D, and is incorporated herein by this reference.
Item 7.
Material to be Filed as Exhibits
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Exhibit 1:
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Underwriting Agreement, dated April 12, 2017, by and among the Issuer, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC and each selling shareholder named therein (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No. 001-37540) filed by the Issuer with the Securities and Exchange Commission on April 19, 2017).
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