8-K 1 twnk-hostessbrands_8kx2019.htm 8-K Document

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 2019
 
hostesslogob03.jpg
Hostess Brands, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-37540
 
47-4168492
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
1 East Armour Boulevard, Kansas City, Missouri
 
64111
 
 
(Address of principal executive offices)
 
(Zip Code)
(816) 701-4600
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
Trading Symbol
Name of exchange on which registered
Class A Common Stock, par value $0.0001 per share
TWNK
NASDAQ Capital Market
Warrants, each exercisable for a half share of Class A Common Stock
TWNKW
NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
                                
o Emerging growth company
o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.








Item 8.01. Other Events.
On August 1, 2019, Hostess Brands, Inc. (the “Company”) issued a press release announcing its agreement to sell its In-Store Bakery segment to Sara Lee Frozen Bakery, LLC. The transaction involves the sale of the Company’s indirect subsidiary that operates its In-Store Bakery business for $65 million in cash proceeds, subject to post-closing adjustments. The transaction is expected to close during the third quarter, subject to customary closing conditions. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01     Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
 
Description of Exhibits
 
 
99.1
 




 





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
 
 
HOSTESS BRANDS, INC.
 
 
 
 
Date: August 1, 2019
 
By:
/s/ Thomas A. Peterson

 
 
Name:
Thomas A. Peterson
 
 
Title:
Executive Vice President, Chief Financial Officer