Item 1.01 Entry into a Material Agreement.
On November 19, 2020, Hostess Brands, Inc. (the "Company") entered into a
Securities Purchase Agreement (the "Agreement") with C. Dean Metropoulos, a
member of the Company's board of directors, and Hostess CDM Co-Invest, LLC
("Hostess CDM") pursuant to which the Company agreed to purchase shares of Class
A common stock, $0.0001 par value of the Company ("Shares") and 2,000,000
private placement warrants (the "Warrants") to purchase 1,000,000 Shares for an
aggregate purchase price of approximately $8,000,000. The purchase of the Shares
and Warrants was subject to the entry into an agreement, trade confirmation or
other arrangement (the "Resale Agreement") by and between Hostess CDM and an
investment bank or other nationally recognized financial institution reasonably
acceptable to the Company to sell all of the Shares owned by Hostess CDM not
subject to repurchase under the Agreement. Such Resale Agreement was required to
be entered into prior to the open of trading on Nasdaq on November 23, 2020 at a
price less than the closing price of the Shares on Nasdaq on November 20, 2020.
The Agreement contains customary representations, warranties, covenants and
other provisions for agreements relating to the subject matter covered thereby.
On November 23, 2020, prior to the open of trading on Nasdaq, Hostess CDM
entered into a Resale Agreement with an investment bank to sell 3,215,817 Shares
at a price of $13.50 per Share. Accordingly, the Company became obligated to
purchase 444,444 Shares at a price of $13.50 per Share and 2,000,000 Warrants at
a price of $1.00 per Warrant.
The repurchase of the Shares and Warrants by the Company is pursuant to the
Company's previously announced $100 million share repurchase authorization.
Following the completion of the repurchase, the Company will have a remaining
authorization of approximately $92 million. The closing of the sale to the
investment bank and the repurchase by the Company is scheduled to occur on
November 25, 2020.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibits
104.1 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL
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HOSTESS BRANDS, INC. 
