Hostess Brands, Inc.
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(Name of Issuer)
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Class A Common Stock, $0.0001 par value
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(Title of Class of Securities)
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382866101
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(CUSIP Number)
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C. Dean Metropoulos
Chairman and Chief Executive Officer of Metropoulos & Co.
200 Greenwich Avenue
Greenwich, Connecticut 06830
Fax: (203) 629-6660
With a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: John C. Kennedy
Fax: (212) 757-3990
Email: jkennedy@paulweiss.com
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
August 15, 2019
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 382866101
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SCHEDULE 13D |
Page 2 of 10
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C. Dean Metropoulos
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
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SEC USE ONLY
|
|
4
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SOURCE OF FUNDS
OO
|
|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐ |
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
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SOLE VOTING POWER
1,003,539(1)
|
8
|
SHARED VOTING POWER
9,455,184(2)
|
|
9
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SOLE DISPOSITIVE POWER
1,003,539(1)
|
|
10
|
SHARED DISPOSITIVE POWER
9,455,184(2)
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,458,723
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%(3)
|
|
14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 382866101
|
SCHEDULE 13D |
Page 3 of 10
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hostess CDM Co-Invest, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
9,455,184(4)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
9,455,184(4)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,455,184
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
|
|
14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 382866101
|
SCHEDULE 13D |
Page 4 of 10
|
1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CDM Hostess Class C, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
|
14
|
TYPE OF REPORTING PERSON
OO
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CUSIP No. 382866101
|
SCHEDULE 13D |
Page 6 of 10
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Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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Item 3.
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Source or Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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CUSIP No. 382866101
|
SCHEDULE 13D |
Page 7 of 10
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Item 5.
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Interest in Securities of the Issuer.
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CUSIP No. 382866101
|
SCHEDULE 13D |
Page 8 of 10
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CUSIP No. 382866101
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SCHEDULE 13D |
Page 9 of 10
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Exhibit A
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A written agreement relating to the filing of the joint acquisition statement as required by Rule 13d-1(k)(1) under the Exchange Act (previously filed).
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Exhibit B
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Master Transaction Agreement (incorporated by reference from Exhibit 2.1 of the Issuer’s 8-K filed with the SEC on July 5, 2016).
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Exhibit C
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Contribution and Purchase Agreement (incorporated by reference from Exhibit 10.20 of the Issuer’s 8-K filed with the SEC on November 4, 2016).
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Exhibit D
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Executive Chairman Employment Agreement (incorporated by reference from Exhibit 10.22 of the Issuer’s 8-K filed with the SEC on November 4, 2016).
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Exhibit E
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Executive Chairman Director Agreement (incorporated by reference from Exhibit 10.23 of the Issuer’s 8-K filed with the SEC on November 4, 2016).
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Exhibit F
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Sponsor Letter Agreement (incorporated by reference from Annex K of the Issuer’s Schedule 14A filed with the SEC on October 11, 2016).
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Exhibit G
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Certificate of Incorporation (incorporated by reference from Exhibit 3.1 of the Issuer’s 8-K filed with the SEC on November 4, 2016).
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Exhibit H
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Exchange Agreement (incorporated by reference from Exhibit 10.19 of the Issuer’s 8-K filed with the SEC on November 4, 2016).
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Exhibit I
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Tax Receivable Agreement (incorporated by reference from Exhibit 10.15 of the Issuer’s 8-K filed with the SEC on November 4, 2016).
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Exhibit J
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Registration Rights Agreement (incorporated by reference from Exhibit 10.21 of the Issuer’s 8-K filed with the SEC on November 4, 2016).
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Exhibit K
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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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Exhibit L
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Form of Lock-Up Agreement by and between Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC and each of the selling stockholders (incorporated by reference to Annex I 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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Exhibit M
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Underwriting Agreement, dated May 14, 2019, by and among the Issuer, J.P. Morgan Securities (USA) 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 May 16, 2019).
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Exhibit N
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Form of Lock-Up Agreement by and between J.P. Morgan Securities (USA) LLC and each of the selling stockholders (incorporated by reference to Annex I 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 May 16, 2019).
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Exhibit O
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Underwriting Agreement, dated August 13, 2019, by and among the Issuer, 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 August 15, 2019).
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Exhibit P
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Form of Lock-Up Agreement by and between Morgan Stanley & Co. LLC and each of the selling stockholders (incorporated by reference to Annex I 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 August 15, 2019).
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CUSIP No. 382866101
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SCHEDULE 13D |
Page 10 of 10
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C. DEAN METROPOULOS
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|||
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/s/ C. Dean Metropoulos
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HOSTESS CDM CO-INVEST, LLC | |||
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By: | /s/ Michael Cramer | ||
Name: |
Michael Cramer
|
||
Title: |
President and Secretary
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CDM HOSTESS CLASS C, LLC | |||
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|||
By: | /s/ Michael Cramer | ||
Name: |
Michael Cramer
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||
Title: |
President and Secretary
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C. DEAN METROPOULOS
|
|||
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/s/ C. Dean Metropoulos
|
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HOSTESS CDM CO-INVEST, LLC | |||
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By: | /s/ Michael Cramer | ||
Name: |
Michael Cramer
|
||
Title: |
President and Secretary
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CDM HOSTESS CLASS C, LLC | |||
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By: | /s/ Michael Cramer | ||
Name: |
Michael Cramer
|
||
Title: |
President and Secretary
|