Press Release

Morgan Lewis Advises Apollo Global Management in Hostess Snack Cake Assets Acquisition

January 30, 2013

NEW YORK, January 30, 2013: Affiliates of global alternative investment manager Apollo Global Management, LLC and merchant banking and management firm Metropoulos & Co. today announced that they have entered into a "stalking horse" asset purchase agreement to acquire certain assets of Hostess Brands, Inc.'s baked snack food business for $410 million in cash.

The asset purchase agreement constitutes a "stalking horse" bid in a sale process being conducted under Section 363 of Chapter 11 of the U.S. Bankruptcy Code. Under the terms of the agreement, Apollo and Metropoulos will acquire certain Hostess Snacks brands, among which include Twinkies, Mini Muffins, Cup Cakes, Ho Hos, Zingers and Suzy Qs and five Hostess Snacks bakeries located throughout the U.S. The acquisition is expected to be completed prior to the end of April 2013 and remains subject to competing offers, approval by the United States Bankruptcy Court for the Southern District of New York, and customary closing conditions.

Morgan Lewis served as legal adviser to Apollo on the transaction. The Morgan Lewis deal team was led by Business & Finance partner Robert Robison  and associate Andrew Milano and included Business & Finance partner and Bankruptcy and Finance & Restructuring head James Garrity, Jr., Business & Finance associate Patrick Fleming and Labor & Employment partner Stanley Lechner. Also assisting on the transaction were Intellectual Property partner Ron Dreben,  Business & Finance partner and leader of the Environmental Transactions practice Judith Walkoff, Employee Benefits & Executive Compensation partner Gary Rothstein, Antitrust partner Harry Robins and Real Estate of counsel Kathleen Martin.

Paul, Weiss, Rifkind, Wharton & Garrison, LLP partners Gregory Ezring and Brad Finkelstein served as Apollo's finance counsel and partners Robert Hirsh and Carl Reisner counseled Metropoulos & Co. O'Melveny & Myers LLP partner Eric Rothenberg served as environmental counsel to Apollo on the transaction. Jones Day partners Robert Profusek and John Kane served as Hostess's legal counsel.

For further information about the transaction, please see the Apollo press release.