Hostess Common Stock Secondary Offering

Davis Polk advised the underwriters in connection with the $352.5 million SEC-registered secondary offering of 23,116,416 shares of Class A common stock of Hostess Brands, Inc. by certain selling stockholders affiliated with Apollo Management, L.P., Metropoulos & Co. and Gores Holdings Inc., which included 3,015,185 shares from the full exercise of the underwriters’ option to purchase additional shares. Hostess’s Class A common stock is listed on the NASDAQ Capital Market under the symbol “TWNK.”

Based in Kansas City, Missouri, Hostess is a leading packaged food company focused on developing, manufacturing, marketing, selling and distributing fresh baked sweet goods in the United States. The Hostess brand dates to 1919 when Hostess CupCake was introduced to the public, followed by Twinkies in 1930.

The Davis Polk corporate team included partner Richard D. Truesdell Jr. and associates Dan Gibbons and Win Rutherfurd. The tax team included partner Po Sit and associate Mahalia S. Burford. Counsel Loyti Cheng and associate Yuko Masunaga provided environmental advice. Counsel Marcie A. Goldstein provided FINRA advice. All members of the Davis Polk team are based in the New York office.