NEW YORK — In what would be the final major transaction in the liquidation of Hostess Brands, Inc., a private equity group has been selected as the stalking horse bidder for the majority of the Hostess snack cake assets.
Under a purchase agreement announced late Jan. 30, HB Holdings L.L.C., an affiliate of private equity groups Apollo Global Management L.L.C. and Metropoulos & Co., would pay $410 million for the Hostess and Dolly Madison snack cake business.
Hostess Brands has requested that the U.S. Bankruptcy Court for the Southern District of New York authorize a March 13 auction for the business if competing qualified bids are received. The sale to the winning bidder would require court approval. The filing with the court calls for a breakup fee of $12.3 million (3%) for HB Holdings in the event a competing bid prevails.
Brands included under the agreement include Twinkies, Mini Muffins, Cup Cakes, Ho Hos, Zingers and Suzy Q’s. The acquisition includes the purchase of more than 300 recipes sold under these brand names.
Five plants to be acquired in the transaction are located in Los Angeles; Columbus, Ga.; Schiller Park, Ill.; Indianapolis; and Emporia, Kas. HB Holdings also would acquire depots in Kansas City, Schiller Park and Los Angeles.
Office buildings that are part of the deal include the longtime headquarters of Interstate Brands Corp. at the intersection of Armour Boulevard and Main Street in Kansas City. Headquarters for the business were moved to Irving, Texas, in 2009 when Interstate emerged from its first bankruptcy and changed its corporate name to Hostess Brands.
Excluded in the transaction would be the Drake’s business, covered in a separate transaction. McKee Foods Corp., Collegedale, Tenn., has been named stalking horse bidder for the Drake’s business.
Announcing the agreement, Apollo and Metropoulos said the deal, which is subject to competing bids and regulatory approval, is expected to be completed by the end of April.
“We are pleased to be partnered with Apollo as we seek to resurrect Hostess Snacks and return these legendary products to the American consumer,” said C. Dean Metropoulos, founder and chief executive officer of Metropoulos & Co. said. “For more than 25 years we have had the opportunity to acquire and grow some of the world’s most widely recognized consumer food and beverage brands, and I look forward to working with Apollo in rebuilding these heritage brands and ensuring their long-term availability to their loyal consumers. Never before have we seen such a groundswell of support and desire for a brand’s return and revival.”
The Metropoulos firm is a leading private equity player in the food and beverage fields. Previous investments in this arena include Pinnacle Foods, Aurora Foods, The Morningstar Group, International Home Foods and Ghirardelli Chocolates, and Hillsdown Holdings P.L.C.
“Today’s approval of the stalking horse agreement is a positive step toward saving some of America’s most well-recognized and iconic brands,” said Andy Jhawar, a senior partner of Apollo and head of Apollo’s Consumer and Food Retail Industry Group. “We believe the Hostess Snacks brands we agreed to acquire offer significant potential for renewed growth and expansion into additional channels of distribution. We are confident that the combined expertise and capital of Apollo and C. Dean Metropoulos, who has an unparalleled track record of value creation in the consumer packaged food and beverage industry, will prove invaluable as we re-launch the Hostess Snacks business.”
Apollo had assets under management of approximately $110 billion as of September 2012, with holdings in private equity, credit and real estate funds.
Hostess Brands chairman and c.e.o. Gregory F. Rayburn described interest in the Hostess snack cake brands as “intense and competitive.”
“We expect that to continue through a robust, court-authorized auction process,” he said. “The ultimate goal will be the same we have had since we began marketing all of our assets — to maximize value for all of the company's stakeholders and ensure these great products can be enjoyed by their loyal fans for many years to come.”
Hostess Brands previously announced reaching stalking horse agreements to sell the majority of the assets related to its bread business as well as Drake’s.
“The stalking horse bids have set a floor of more than $850 million for the bulk of the company's assets,” Mr. Rayburn said. “We look forward to competitive auctions to further drive value for all of the company's stakeholders.”