United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and
Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
Hostess Brands, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
44109J106
(CUSIP Number)
Gores Sponsor LLC
9800 Wilshire Blvd.
Beverly Hills, California 90212
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 4, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13D
CUSIP No. 44109J106 | Page 1 of 11 Pages |
1 | Names of Reporting Persons
Gores Sponsor LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check 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
22,324,732* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
22,324,732* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,324,732* | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
16.1%* | |||||
14 | Type of Reporting Person
OO (Delaware limited liability company) |
* | Includes 8,500,000 shares of Class A Common Stock issuable upon exercise of 17,000,000 Private Placement Warrants (as defined below). See Item 5 for the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned based on 129,955,905 shares of Class A Common Stock outstanding as of November 4, 2016, as reported in the Current Report on Form 8-K, filed with the SEC on November 9, 2016 by the Issuer. |
13D
CUSIP No. 44109J106 | Page 2 of 11 Pages |
1 | Names of Reporting Persons
AEG Holdings, LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check 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
22,324,732* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
22,324,732* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,324,732* | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
16.1%* | |||||
14 | Type of Reporting Person
OO (Delaware limited liability company) |
* | Includes 8,500,000 shares of Class A Common Stock issuable upon exercise of 17,000,000 Private Placement Warrants. See Item 5 for the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned based on 129,955,905 shares of Class A Common Stock outstanding as of November 4, 2016, as reported in the Current Report on Form 8-K, filed with the SEC on November 9, 2016 by the Issuer. |
13D
CUSIP No. 44109J106 | Page 3 of 11 Pages |
1 | Names of Reporting Persons
Platinum Equity, LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check 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
22,324,732* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
22,324,732* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,324,732* | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
16.1%* | |||||
14 | Type of Reporting Person
OO (Delaware limited liability company) |
* | Includes 8,500,000 shares of Class A Common Stock issuable upon exercise of 17,000,000 Private Placement Warrants. See Item 5 for the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned based on 129,955,905 shares of Class A Common Stock outstanding as of November 4, 2016, as reported in the Current Report on Form 8-K, filed with the SEC on November 9, 2016 by the Issuer. |
13D
CUSIP No. 44109J106 | Page 4 of 11 Pages |
1 | Names of Reporting Persons
Alec Gores | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |||||
6 | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
22,324,732* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
22,324,732* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,324,732* | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
16.1%* | |||||
14 | Type of Reporting Person
IN |
* | Includes 8,500,000 shares of Class A Common Stock issuable upon exercise of 17,000,000 Private Placement Warrants. See Item 5 for the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned based on 129,955,905 shares of Class A Common Stock outstanding as of November 4, 2016, as reported in the Current Report on Form 8-K, filed with the SEC on November 9, 2016 by the Issuer. |
13D
CUSIP No. 44109J106 | Page 5 of 11 Pages |
1 | Names of Reporting Persons
Tom Gores | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |||||
6 | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
22,324,732* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
22,324,732* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,324,732* | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
16.1%* | |||||
14 | Type of Reporting Person
IN |
* | Includes 8,500,000 shares of Class A Common Stock issuable upon exercise of 17,000,000 Private Placement Warrants. See Item 5 for the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned based on 129,955,905 shares of Class A Common Stock outstanding as of November 4, 2016, as reported in the Current Report on Form 8-K, filed with the SEC on November 9, 2016 by the Issuer. |
13D
CUSIP No. 44109J106 | Page 6 of 11 Pages |
Item 1. | Security and Issuer |
This Schedule 13D (Schedule 13D) relates to the class A common stock (the Class A Common Stock), of Hostess Brands, Inc. (f/k/a Gores Holdings, Inc.) (the Issuer), whose principal executive offices are located at 1 East Armour Boulevard, Kansas City, MO 64111.
Item 2. | Identity and Background |
This statement is being filed by the following persons (each a Reporting Person and, collectively, the Reporting Persons):
(1) | Gores Sponsor LLC (Gores Sponsor); |
(2) | AEG Holdings, LLC (AEG); |
(3) | Alec Gores (Alec Gores); |
(4) | Tom Gores (Tom Gores); and |
(5) | Platinum Equity, LLC (Platinum Equity). |
Gores Sponsor, AEG, and Platinum Equity are each organized under the laws of the State of Delaware. The business address of Gores Sponsor and AEG is 9800 Wilshire Blvd. Beverly Hills, CA 90212. The business address of Platinum Equity, LLC is 360 North Crescent Drive, Beverly Hills, California 90210. Gores Sponsor, AEG, and Platinum Equity are principally engaged in the business of investing in securities, including the Issuer.
Information with respect to the executive officers and directors of Gores Sponsor, AEG, and Platinum Equity (collectively, the Related Persons), including name, business address, present principal occupation or employment and the organization in which such employment is conducted, and citizenship is listed on the attached Schedule A, which is incorporated herein by reference.
Alec Gores and Tom Gores are citizens of the United States of America. Alec Gores is the founder, Chairman, and Chief Executive Officer of Gores Group, LLC (Gores Group). The business address of Alec Gores is 9800 Wilshire Blvd. Beverly Hills, CA 90212. Tom Gores is the Chairman and Chief Executive Officer of Platinum Equity, LLC. The business address of Tom Gores is 360 North Crescent Drive, Beverly Hills, California 90210.
During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. | Source and Amount of Funds or Other Consideration |
Prior to the initial public offering of the Issuer, Gores Sponsor purchased 9,375,000 shares of the Issuers Class F Common Stock (the Founder Shares) for an aggregate purchase price of $25,000. Of the Founder Shares, 75,000 shares of Class F Common Stock were
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CUSIP No. 44109J106 | Page 7 of 11 Pages |
subsequently sold by Gores Sponsor. In connection with the Business Combination (as defined below) 4,062,500 shares of Class F Common Stock were cancelled and Gores Sponsor transferred 500,000 shares of Class F Common Stock to C. Dean Metropoulos. The remaining 4,737,500 Founder Shares were automatically converted into shares of Class A Common Stock on a one-to-one basis at the time of the Business Combination.
In connection with the consummation of the Business Combination, Gores Sponsor purchased 9,087,232 shares of Class A Common Stock for an aggregate purchase price of $83,423,769.19 pursuant to the Sponsor Subscription Agreement.
In addition, on August 13, 2015, Gores Sponsor purchased 19,000,000 warrants (the Private Placement Warrants) from the Issuer at a purchase price of $0.50 per Private Placement Warrant, as further described in Item 4 below.
Gores Sponsor obtained the funds to purchase the Founder Shares and the Private Placement Warrants through a capital contribution from its then sole member, AEG, which in turn received the funds from capital contributions from its members. Gores Sponsor obtained the funds to purchase the shares of Class A Common Stock pursuant to the Sponsor Subscription Agreement through a capital contribution from its members, AEG and Platinum Equity, which in turn received the funds from capital contributions from their respective members.
Item 4. | Purpose of Transaction |
Business Combination
On November 4, 2016, the Issuer acquired AP Hostess Holdings, L.P. and various related companies (collectively, Hostess) pursuant to a master transaction agreement (the Master Transaction Agreement) between the Issuer, Hostess and the other parties thereto (the Business Combination).
Sponsor Subscription Agreement
On July 5, 2016, the Issuer and Gores Sponsor entered into a subscription agreement (the Sponsor Subscription Agreement), pursuant to which Gores Sponsor agreed to purchase up to 17,755,358 shares of Class A Common Stock (the Sponsor Shares) for an aggregate commitment amount of approximately $163,000,000, subject to certain conditions, including the closing of the Business Combination. In a series of transactions, and pursuant to the terms of the Sponsor Subscription Agreement, Gores Sponsor transferred its obligation to purchase 8,668,126 Sponsor Shares, resulting in the purchase of 9,087,232 shares of Class A Common Stock for an aggregate purchase price of $83,423,769.19 by Gores Sponsor in connection with the consummation of the Business Combination.
Registration Rights Agreement
In connection with the consummation of the Business Combination, on November 4, 2016, the Issuer, Gores Sponsor and certain other holders of the Issuers Class A Common Stock entered into a registration rights and lock-up agreement (the Registration Rights Agreement) pursuant to which Gores Sponsor is entitled to participate in six demand registrations, and will also have certain piggyback registration rights with respect to registration statements filed by the Issuer.
13D
CUSIP No. 44109J106 | Page 8 of 11 Pages |
The Registration Rights Agreement also contains restrictions preventing the transfer of the shares subject to the agreement for a period extending until the later of (i) six months following the date of the Registration Rights Agreement and (ii) the date that is the earlier of (A) 60 days after a registration statement registering the resale of shares of Class A Common Stock issued pursuant to the subscription agreements entered into in connection with the Business Combination has been filed with the U.S. Securities and Exchange Commission and declared effective and (B) 270 days after the closing of the transactions contemplated by the Master Transaction Agreement, except for transfers as bona fide gifts, to a trust, to wholly owned subsidiaries or other equity holders (in the case of entities), pursuant to any acquisition or sale involving the Issuer, pursuant to an indemnity transfer, or with the prior written consent of the Issuer and each restricted stockholder or his, her or its permitted transferee.
In addition, the Registration Rights Agreement provides that Gores Sponsor will vote all of its shares of Class A Common Stock in favor of the election to the board of directors of the Issuer (the Board) of C. Dean Metropoulos or his designee for so long as Mr. Metropoulos is entitled to serve on the Board or appoint a member of the Board, as applicable.
Sponsor Warrant Purchase Agreement
On August 13, 2015, Gores Sponsor purchased the Private Placement Warrants from the Issuer pursuant to an amended and restated sponsor warrants purchase agreement between the Issuer and Gores Sponsor (the Sponsor Warrant Purchase Agreement). Each Private Placement Warrant entitles its holder to purchase one-half of one share of Class A Common Stock at an exercise price of $5.75 per half share, to be exercised only for a whole number of shares. The Private Placement Warrants become exercisable 30 days after the completion of the Business Combination and expire five years after the completion the Business Combination or earlier upon redemption or liquidation. Once the Private Placement Warrants become exercisable, the Issuer may redeem the outstanding Private Placement Warrants at a price of $0.01 per warrant, if the last sale price of the Issuers Class A Common Stock equals or exceeds $24.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before the Issuer sends the notice of redemption to the Private Placement Warrant holders. The Private Placement Warrants, however, are non-redeemable so long as they are held by Gores Sponsor or its permitted transferees. In connection with the Business Combination, Gores Sponsor transferred 2,000,000 Private Placement Warrants to Mr. Metropoulos.
The foregoing descriptions of the Sponsor Subscription Agreement, the Registration Rights Agreement and the Sponsor Warrant Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements filed as exhibits to this Schedule 13D, and incorporated herein by reference.
General
The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and they intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuers business,
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CUSIP No. 44109J106 | Page 9 of 11 Pages |
financial condition, operations and prospects; price levels of the Issuers securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the board of directors, and shareholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuers business or corporate structure, including changes in management or the composition of the Issuers board of directors.
Except as set forth above, the Reporting Persons and Related Persons have no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. | Interest in Securities of the Issuer |
(a) (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 129,955,905 shares of Class A Common Stock outstanding as of November 4, 2016, as reported in the Current Report on Form 8-K, filed with the SEC on November 9, 2016 by the Issuer. The shares of Class A Common Stock held by each of the Reporting Persons includes 8,500,000 shares of Class A Common Stock issuable upon exercise of 17,000,000 Private Placement Warrants held of record by Gores Sponsor.
Reporting Person |
Amount beneficially owned |
Percent of class |
Sole power to vote or to direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition |
Shared power to dispose or to direct the disposition |
||||||||||||||||||
Gores Sponsor LLC |
22,324,732 | 16.1 | % | 0 | 22,324,732 | 0 | 22,324,732 | |||||||||||||||||
AEG Holdings, LLC |
22,324,732 | 16.1 | % | 0 | 22,324,732 | 0 | 22,324,732 | |||||||||||||||||
Alec Gores |
22,324,732 | 16.1 | % | 0 | 22,324,732 | 0 | 22,324,732 | |||||||||||||||||
Platinum Equity, LLC |
22,324,732 | 16.1 | % | 0 | 22,324,732 | 0 | 22,324,732 | |||||||||||||||||
Tom Gores |
22,324,732 | 16.1 | % | 0 | 22,324,732 | 0 | 22,324,732 |
13D
CUSIP No. 44109J106 | Page 10 of 11 Pages |
The securities reported herein are held of record by Gores Sponsor. AEG and Platinum Equity are the managing managers of Gores Sponsor. Alec Gores is the managing member of AEG. Tom Gores is the managing member of Platinum Equity. Accordingly, each of AEG, Platinum Equity, Alec Gores and Tom Gores may be deemed to share beneficial ownership of the securities held of record by Gores Sponsor.
(c) Except as described in Item 4, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Class A Common Stock.
(d) None.
(e) Not Applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 4 above summarizes certain provisions of the Sponsor Subscription Agreement, the Registration Rights Agreement and the Sponsor Warrant Purchase Agreement, and is incorporated herein by reference. A copy of each of these agreements is attached as an exhibit to this Schedule 13D, and each is incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. | Materials to be Filed as Exhibits |
Exhibit |
Description | |
1 | Joint Filing Agreement. | |
2 | Power of Attorney of Tom Gores. | |
3 | Subscription Agreement, dated July 5, 2016, by and between Gores Holdings, Inc. and Gores Sponsor LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on July 5, 2016 by the Issuer). | |
4 | Amended and Restated Registration Rights and Lock-Up Agreement, dated as of November 4, 2016, by and among Hostess Brands, Inc., AP Hostess Holdings, L.P., Hostess CDM Co-Invest, LLC, CDM Hostess Class C, LLC, C. Dean Metropoulous, Gores Sponsor LLC, Randy Bort, William Patton and Jeffrey Rea (incorporated by reference to Exhibit 10.21 to the Current Report on Form 8-K, filed with the SEC on November 9, 2016 by the Issuer). | |
5 | Amended and Restated Sponsor Warrants Purchase Agreement, dated August 13, 2015, between Gores Holdings, Inc. and Gores Sponsor LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed with the SEC on August 19, 2015 by the Issuer). |
13D
CUSIP No. 44109J106 | Page 11 of 11 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 14, 2016
Gores Sponsor LLC | ||
By: | AEG Holdings, LLC | |
its managing member | ||
By: | /s/ Alec Gores | |
Title: | Managing Member | |
By: | Platinum Equity, LLC | |
its managing member | ||
By: | /s/ Mary Ann Sigler | |
Title: | Chief Financial Officer | |
AEG Holdings, LLC | ||
By: | /s/ Alec Gores | |
Title: | Managing Member | |
Alec Gores | ||
By: | /s/ Alec Gores | |
Tom Gores | ||
By: | /s/ Mary Ann Sigler | |
Mary Ann Sigler, Attorney-in-Fact for Tom Gores | ||
Platinum Equity, LLC | ||
By: | /s/ Mary Ann Sigler | |
Title: | Chief Financial Officer |
SCHEDULE A
The name, present principal occupation or employment and citizenship of each of the executive officers of the Reporting Persons are set forth below. The business address of each individual associated with AEG Holdings, LLC is 9800 Wilshire Blvd. Beverly Hills, CA 90212. The business address of each individual associated with Platinum Equity, LLC is 60 North Crescent Drive, Beverly Hills, California 90210.
AEG Holdings, LLC
Name |
Present Principal Occupation or Employment |
Citizenship | ||
Alec E. Gores | Manager, President and Chief Executive Officer of AEG Holdings, LLC | United States | ||
Catherine Babon Scanlon | Vice President and Assistant Secretary of AEG Holdings, LLC | United States | ||
Thomas Waldman | Vice President and Secretary of AEG Holdings, LLC | United States |
Platinum Equity, LLC
Name |
Present Principal Occupation or Employment |
Citizenship | ||
Tom Gores | Manager, Chairman and Chief Executive Officer of Platinum Equity, LLC | United States | ||
Mary Ann Sigler | Executive Vice President, Chief Financial Officer and Treasurer of Platinum Equity, LLC | United States | ||
Eva Monica Kalawski | Executive Vice President, General Counsel and Secretary of Platinum Equity, LLC | United States | ||
Shahram Haghighi | Assistant Secretary of Platinum Equity, LLC | United States | ||
Dawn Marie Walloch | Assistant Treasurer of Platinum Equity, LLC | United States |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D with respect to the Class A Common Stock of Hostess Brands, Inc. (f/k/a Gores Holdings, Inc.) beneficially owned by each of them of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14th day of November, 2016.
Gores Sponsor LLC | ||
By: | AEG Holdings, LLC | |
its managing member | ||
By: | /s/ Alec Gores | |
Title: | Managing Member | |
By: | Platinum Equity, LLC | |
its managing member | ||
By: | /s/ Mary Ann Sigler | |
Title: | Chief Financial Officer | |
AEG Holdings, LLC | ||
By: | /s/ Alec Gores | |
Title: | Managing Member | |
Alec Gores | ||
By: | /s/ Alec Gores |
Tom Gores | ||
By: | /s/ Mary Ann Sigler | |
Mary Ann Sigler, Attorney-in-Fact for Tom Gores | ||
Platinum Equity, LLC | ||
By: | /s/ Mary Ann Sigler | |
Title: | Chief Financial Officer |
Exhibit 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Mary Ann Sigler as the undersigneds true and lawful attorney-in-fact, with full power of substitution, for and in the name, place and stead of the undersigned, in any and all capacities, to:
(1) prepare and execute for and on behalf of the undersigned Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, including any joint filing agreement thereunder, and do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or complete and execute any amendment or amendments thereto;
(2) prepare and execute for and on behalf of the undersigned reports of ownership on Schedule 13D or 13G under the Securities Exchange Act of 1934 and the rules thereunder, including any joint filing agreement thereunder, and do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such reports or schedules, and complete and execute any amendment or amendments thereto; and
(3) timely file such forms with the U.S. Securities and Exchange Commission and any stock exchange or similar authority, and to take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of October, 2010.
/s/ Tom Gores |
Name: Tom Gores |