Hostess Brands, the bankrupt maker of Twinkies, Wonder Bread, and other beloved brands from what seems like a bygone era, could see several of its assets sold for $390 million next month to Flowers Foods.
The Thomasville, Georgia–based company, one of the nation’s largest wholesale bakers, was tapped late Friday to serve as stalking horse bidder for select Hostess brands scheduled for auction on February 28.
Todd Meyers, chair of Kilpatrick Townsend & Stockton’s bankruptcy and financial restructuring group, is leading an Atlanta-based team serving as corporate transactional counsel to Flowers Foods. Other lawyers working on the matter include bankruptcy partner Paul Rosenblatt, corporate partners W. Benjamin Barkley and W. Stanley Blackburn, IP partners Miles Alexander, William Brewster, and Theodore Davis Jr., senior counsel Virginia Taylor, and counsel Michael Langford.
Crowell & Moring is serving as antitrust and regulatory counsel to Flowers Foods. The lead Crowell lawyers working on the potential deal include antitrust cochair Wm. Randolph Smith, antitrust counsel Olivier Antoine, and associates Mika Clark and Timothy “Ty” Carson.
The proposed deal’s terms call for Flowers Foods to purchase the Butternut, Home Pride, Nature’s Pride, Merita, and Wonder bread brands from Hostess, along with 20 associated bakeries and 38 distribution depots, according to news reports. Flowers Foods would pay another $30 million to Hostess as part of its role as stalking horse bidder for the bankrupt company’s Beefsteak bread brand.
The Am Law Daily reported last November on Hostess’s announcement that it would be unable to emerge from bankruptcy as a going concern and would instead proceed with the liquidation of its various assets, including such iconic treats as Twinkies, Ho Hos, and the ever-delicious Dolly Madison and Drake’s cakes.
Hostess’s Chapter 11 filing in Manhattan in January 2012 marked its latest trip to bankruptcy court. Skadden, Arps, Slate, Meagher & Flom advised the company—then called Interstate Bakeries—in early 2009 when it emerged from more than four years of Chapter 11 proceedings into the arms of private investment firm Ripplewood Holdings.
Advising Hostess during its current sojourn through insolvency and proposed sale to Flowers Foods are a team of Jones Day lawyers led by global M&A chair Robert Profusek and M&A partner John Kane, business restructuring and finance partners Lisa Laukitis and Heather Lennox, antitrust partners Phillip Proger and Michael Knight, real estate partner William Herzberger, and environmental partner Mary Beth Deemer.
Bankruptcy filings by the firm show that it received more than $5.8 million from Hostess prior to the start of the company’s Chapter 11 case. Since that time, Jones Day has billed the debtor for nearly $19 million in fees and expenses for its role as lead bankruptcy counsel in the case through November 30, according to court documents.
Other firms advising Irving, Texas–based Hostess include special employee benefits counsel Venable and general corporate and conflicts counsel Stinson Morrison Hecker.
Former Hostess general counsel Kent Magill, who left the company after it once again filed for bankruptcy, subsequently joined Stinson before heading back in-house last summer to become the top in-house lawyer at Hillshire Brands, a spin-off from dissolving consumer goods giant Sara Lee. Court records show that Stinson has billed Hostess for roughly $622,796 in fees and expenses for its services from the beginning of the case last January through November 30, while Venable has submitted bills for $281,689 during that same time period.
Stephen Avera, a former captain in the U.S. Army’s Judge Advocate General’s Corps, serves as general counsel and secretary for Flowers Foods, where he has worked since 1986.
Kramer Levin Naftalis & Frankel has billed for more than $2.6 million in fees and expenses through its role as lead counsel to an official committee of Hostess’s unsecured creditors, while Curtis, Mallet-Prevost, Colt & Mosle has submitted bills for $319,318 in its role as conflicts counsel.
Chicago’s Pedersen & Houpt is representing an official committee of nonunion retirees at Hostess Brands.