Maybe Twinkies really can survive anything.
America’s favorite yellow cream-filled cake took another step back from the brink of oblivion Wednesday when its bankrupt manufacturer, Hostess Brands Inc., selected a “stalking horse” bid for the auction at which the company’s snack cake business is set to be sold.
That bid is a $410 million joint offer made by private equity firms Apollo Global Management and Metropoulos & Co. (The latter is no stranger to iconic American brands, having paid an undisclosed amount to acquire the owner of the “award-winning” Pabst Blue Ribbon beer three years ago.) Other Hostess treats going on the block with Twinkies include Ho Hos, Ding Dongs, and Dolly Madison brand products. The division also includes five bakeries as well as related equipment.
As The Am Law Daily has previously reported, Hostess sought Chapter 11 protection in January 2012 as it coped with $1.4 billion in debt. Then, in November, the company announced it would wind down its operations after failing to reach a compromise with one of its largest labor unions. At that point, Irving, Texas–based Hostess requested bankruptcy court approval to liquidate all of its assets.
In recent weeks, Hostess has also announced the leading bidders for the rest of its largest businesses. The company said earlier this month that Thomasville, Georgia–based Flowers Foods Inc. had agreed to pay up to $360 million for the majority of Hostess’s breads unit, which includes such brands as Butternut, Nature’s Pride, and Wonder. And earlier this week, after making a $56.35 million offer, McKee Foods Corporation—owner of the Little Debbie snack cakes brand—was named the lead bidder for a Hostess portfolio that includes Drake’s snack cakes as well as four other bread brands. The actual winning bid for the breads business will be decided at a court auction on February 28, while the portfolio that includes Drake’s will be auctioned off on March 15.
The final, winning bid for Twinkies and the remaining snack cake brands will be decided, pending court approval, at an auction set for March 13. Hostess CEO Gregory Rayburn said in a statement Thursday that the company had received more than $850 million in total bids for its assets so far, and Bloomberg reports that the company could have another roughly $100 million in assets to sell.
Jones Day has been representing Hostess in preparation for its various asset auctions, with a team led by New York–based M&A partners John Kane and Robert Profusek. Jones Day filed Hostess’s liquidation request in November and was among the firms—along with Venable and Stinson Morrison Hecker—representing the company throughout the bankruptcy proceedings.
Jones Day’s team on the snack cake unit auction also includes restructuring partners Lisa Laukitis and Heather Lennox, as well as labor and employment partner Jessica Kastin, real estate partner William Herzberger, and environmental law partner Mary Beth Deemer.
Morgan, Lewis & Bockius is advising Apollo in connection with the stalking horse bid with a team led by business and finance partner Robert Robison and associate Andrew Milano. Restructuring head James Garrity Jr. is also advising, along with labor and employment partner Stanley Lechner, intellectual property partner Ron Dreben, environmental transactions practice leader Judith Walkoff, benefits and compensations partner Gary Rothstein, antitrust partner Harry Robbins, real estate of counsel Kathleen Martin, and business and finance associate Patrick Fleming.
Morgan Lewis advised Apollo in 2010 on its $1 billion purchase of CKE Restaurants Inc., which operates the Carl’s Jr. and Hardee’s fast-food chains.
According to a Morgan Lewis spokesman, Paul, Weiss, Rifkind, Wharton & Garrison corporate partners Gregory Ezring and Brad Finkelstein are serving as Apollo’s finance counsel, while corporate partners Robert Hirsh and Carl Reisner are advising Metropoulos. Contacted by The Am Law Daily to confirm the firm’s role, a Paul Weiss spokeswoman declined to comment.
As The Am Law Daily has previously reported, Paul Weiss frequently advises Apollo, and the firm solidified its role as outside counsel to the private equity shop after landing a seven-partner group from O’Melveny & Myers in 2011. Paul Weiss also advised Metropoulos on its purchase of Pabst in 2010.
An O’Melveny team led by partner Eric Rothenberg and counsel John Renneisen is handling environmental diligence and documentation for Apollo with respect to the bid.
Flower Foods, meanwhile, is being represented by Kilpatrick Townsend & Stockton corporate partner W. Benjamin Barkley and restructuring partner Todd Myers. Crowell & Moring is serving as antitrust regulatory counsel to Flowers with a team led by antitrust cochair Wm. Randolph Smith. Counsel Olivier Antoine and associates Mika Clark and Ty Carson are also advising.
Information about McKee Foods’s outside counsel on its bid was not immediately available. A McKee spokesman did not respond to The Am Law Daily‘s request for comment.