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Hostess Disclosure Statement

Hostess Disclosure Statement

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Published by Chapter 11 Dockets
Bankruptcy Court Filing
Bankruptcy Court Filing

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Published by: Chapter 11 Dockets on Nov 15, 2012
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THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HASNOT BEEN APPROVED BY THE BANKRUPTCY COURT. THIS IS NOT ASOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HASBEEN APPROVED BY THE BANKRUPTCY COURT. THIS DISCLOSURE STATEMENTMAY BE REVISED TO REFLECT EVENTS THAT OCCUR AFTER THE DATE HEREOFBUT PRIOR TO THE BANKRUPTCY COURT'S APPROVAL OF THE DISCLOSURESTATEMENT.UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK 
--------------------------------------------------------------- In reHostess Brands, Inc.,
et al.,
Debtors.---------------------------------------------------------------x:::::::xChapter 11Case No. 12-22052 (RDD)(Jointly Administered)
DISCLOSURE STATEMENT WITH RESPECT TOJOINT PLAN OF REORGANIZATIONOF DEBTORS AND DEBTORS IN POSSESSION
C
ORINNE
B
ALL
 H
EATHER 
L
ENNOX
 
YAN
T.
 
OUTH
 JONES DAY222 East 41st Street New York, New York 10017Telephone: (212) 326-3939Facsimile: (212) 755-7306ATTORNEYS FOR DEBTORSAND DEBTORS IN POSSESSION
Date Proposed Disclosure Statement Filed with the Bankruptcy Court: October 10, 2012
12-22052-rdd Doc 1597 Filed 10/10/12 Entered 10/10/12 22:41:15 Main DocumentPg 1 of 184
1222052121010000000000022
 
Docket #1597 Date Filed: 10/10/2012
 
 
DISCLOSURE STATEMENT, DATED OCTOBER 10, 2012SOLICITATION OF VOTESWITH RESPECT TO THEJOINT PLAN OF REORGANIZATIONOF DEBTORS AND DEBTORS IN POSSESSION ________________________ Hostess Brands, Inc. (referred to herein as "Hostess" and, collectively with five of its domestic direct andindirect subsidiaries, the "Debtors") believes that the Joint Plan of Reorganization of Debtors and Debtors inPossession attached as Exhibit A (the "Plan") to this Disclosure Statement with Respect to Joint Plan of Reorganization of Debtors and Debtors in Possession (this "Disclosure Statement") is in the best interests of creditors and other stakeholders. All creditors entitled to vote thereon are urged to vote in favor of the Plan. Asummary of the voting instructions is set forth beginning on page 57 of this Disclosure Statement. More detailedinstructions are contained on the ballots distributed to the creditors entitled to vote on the Plan. To be counted,your ballot must be duly completed, executed and received by 5:00 p.m., Eastern Time, on [__________], 2012
 
(the "Voting Deadline"), unless extended. ________________________ The effectiveness of the proposed Plan is subject to material conditions precedent, some of which may notbe satisfied. See Sections IX.E & IX.F. There is no assurance that these conditions will be satisfied or waived. ________________________ 
All capitalized terms used in this Disclosure Statement and not otherwise defined herein shall have the meaningsgiven to them in the Plan.
 ___________ 
This Disclosure Statement and any accompanying letters are the only documents to be used in connection with thesolicitation of votes on the Plan. Subject to the statutory obligations of the official committee of unsecured creditors(the "Creditors' Committee") appointed in the Chapter 11 Cases to provide access to information to creditors, no person isauthorized by any of the Debtors in connection with the Plan or the solicitation of acceptances of the Plan to give anyinformation or to make any representation other than as contained in this Disclosure Statement and the exhibits attachedhereto or incorporated by reference or referred to herein. If given or made, such information or representation may not berelied upon as having been authorized by any of the Debtors. Although the Debtors will make available to creditors entitledto vote on acceptance of the Plan such additional information as may be required by applicable law prior to the VotingDeadline, the delivery of this Disclosure Statement will not under any circumstances imply that the information herein iscorrect as of any time after the date hereof.
 ________________________ ALL CREDITORS ENTITLED TO VOTE ON THE PLAN ARE ENCOURAGED TO READ ANDCAREFULLY CONSIDER THIS ENTIRE DISCLOSURE STATEMENT, INCLUDING THE PLAN ATTACHEDAS EXHIBIT A AND THE RISK FACTORS DESCRIBED UNDER SECTION XIV, PRIOR TO SUBMITTINGBALLOTS IN RESPONSE TO THIS SOLICITATION. ________________________ 
 The summaries of the Plan and other documents contained in this Disclosure Statement are qualified by referenceto the Plan itself, the exhibits thereto (the "Confirmation Exhibits") and documents described therein as Filed prior toapproval of this Disclosure Statement.
 
In the event that any inconsistency or conflict exists between this DisclosureStatement and the Plan, the terms of the Plan will control. Except as otherwise indicated, the Debtors will File allConfirmation Exhibits with the Bankruptcy Court and make them available for review on the Document Website(
www.kccllc.net/hostess
) no later than seven calendar days before the Confirmation Hearing to the extent not filed earlier;
 provided 
,
however 
, that (a) exhibits relating to the assumption and rejection of Executory Contracts and Unexpired Leasesunder the Plan will be filed no later than seven calendar days prior to the Voting Deadline and (b) other key exhibits to thePlan will be either (i) included in any solicitation materials distributed to holders of Claims in Classes entitled to vote to
12-22052-rdd Doc 1597 Filed 10/10/12 Entered 10/10/12 22:41:15 Main DocumentPg 2 of 184
 
 accept or reject the Plan or (ii) Filed as a supplement to the Plan no later than seven calendar days prior to the VotingDeadline.This Disclosure Statement contains, among other things, descriptions and summaries of provisions of the Plan being proposed by the Debtors. The Debtors reserve the right to modify the Plan (with the consent of the First Lien TermLoan Agent and the Third Lien Term Loan Agent) consistent with section 1127 of the Bankruptcy Code and BankruptcyRule 3019.The statements contained in this Disclosure Statement are made only as of the date of this Disclosure Statementand there can be no assurance that the statements contained herein will be correct at any time after this date. Theinformation contained in this Disclosure Statement, including the information regarding the history, businesses andoperations of the Debtors, the financial information regarding the Debtors and the liquidation analysis relating to theDebtors, is included for purposes of soliciting acceptances of the Plan, but, as to contested matters and adversary proceedings, is not to be construed as admissions or stipulations, but rather as statements made in settlement negotiations as part of the Debtors' attempt to settle and resolve their Liabilities pursuant to the Plan. This Disclosure Statement shall not be admissible in any non-bankruptcy proceeding, nor shall it be construed to be conclusive advice on the tax, securities or other legal effects of the Plan as to holders of Claims against, or Interests in, either the Debtors or the Reorganized Debtors.Except where specifically noted, the financial information contained in this Disclosure Statement and in its Exhibits, other than the historical financial information attached as Exhibit C, has not been audited by a certified public accountant and hasnot been prepared in accordance with generally accepted accounting principles in the United States.
 ________________________ FORWARD-LOOKING STATEMENTS
This Disclosure Statement contains forward-looking statements based primarily on the current expectations of theDebtors and projections about future events and financial trends affecting the financial condition of the Debtors' businesses,if any, and assets. The words "believe," "may," "estimate," "continue," "anticipate," "intend," "expect" and similar expressions identify these forward-looking statements. These forward-looking statements are subject to a number of risks,uncertainties and assumptions, including those described below under the caption "Risk Factors" in Section XIV. In lightof these risks and uncertainties, the forward-looking events and circumstances discussed in this Disclosure Statement maynot occur, and actual results could differ materially from those anticipated in the forward-looking statements. The Debtorsdo not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of newinformation, future events or otherwise.
This Disclosure Statement has been prepared in accordance with section 1125 of the Bankruptcy Code andBankruptcy Rule 3016 and not necessarily in accordance with federal or state securities laws or other non-bankruptcy laws. This Disclosure Statement has not been approved or disapproved by the United States Securitiesand Exchange Commission (the "SEC"), any state securities commission or any securities exchange or associationnor has the SEC, any state securities commission or any securities exchange or association passed upon the accuracyor adequacy of the statements contained herein. ________________________ 
12-22052-rdd Doc 1597 Filed 10/10/12 Entered 10/10/12 22:41:15 Main DocumentPg 3 of 184

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