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(
) no later than seven calendar days before the Confirmation Hearing to the extent not filed earlier;
, 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
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