HOSTESS BRANDS, INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to the Credit Agreement On January 3, 2020 (the "Closing Date"), Hostess Brands, LLC (the "Borrower"), a Delaware limited liability company and wholly owned indirect subsidiary of Hostess Brands, Inc. (the "Company"), entered into an additional $140.0 million of incremental term loans (the "Incremental Term Loans") pursuant to an Incremental Assumption and Amendment Agreement No. 5 (the "Incremental Agreement") by and among the Borrower, as borrower, HB Holdings, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of the Company ("Holdings"), certain of the Borrower's subsidiaries, the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent (the "Administrative Agent") and the other parties party thereto. The Incremental Agreement amended the Fourth Amended and Restated First Lien Credit Agreement, dated as of August 3, 2015, as amended and restated as of November 18, 2016, May 19, 2017, November 20, 2017 and October 1, 2019 (the "Existing Credit Agreement"), by and among the Borrower, Holdings, the lenders party thereto from time to time, the Administrative Agent and other parties named therein (as amended by the Incremental Agreement, the "Amended Credit Agreement") to provide for the incurrence by the Borrower of the Incremental Term Loans.

On the Closing Date, 2727939 Ontario Inc., a corporation governed by the laws of the province of Ontario and wholly owned indirect subsidiary of the Borrower (the "Purchaser"), used available cash and the proceeds of the Incremental Term Loans to consummate the previously announced acquisition (the "Acquisition") of all of the shares of the parent company of Voortman Cookies Limited ("Voortman").

The terms, conditions and covenants applicable to the Incremental Term Loans are the same as the terms, conditions and covenants applicable to the existing term loans under the Existing Credit Agreement. Additionally, the parties to the Amended Credit Agreement continue to have the same obligations set forth under the Existing Credit Agreement.

The foregoing description of the Incremental Agreement and the Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Incremental Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein and the full text of the Amended Credit Agreement, which is attached as Exhibit 10.2.

Item 2.01. Completion of Acquisition or Disposition of Assets. On January 3, 2020, the Purchaser completed the previously announced acquisition of all of the shares of the parent company of Voortman, a manufacturer of premium, branded wafers as well as sugar-free and specialty cookies for approximately $320 million (C$425 million) in cash, after giving effect to certain customary pre-closing adjustments.

An aggregate of C$10.8 million of the purchase price was deposited into an escrow account to satisfy amounts in respect of post-closing purchase price adjustments and to provide for payment to Purchaser of indemnity claims, if any.

The transaction was financed through approximately $180 million of cash on hand and $140 million of borrowings under the Incremental Term Loans described in Item 1.01 above.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
 Exhibit
   No.       Description of Exhibits
               Incremental Assumption and Amendment Agreement No. 5, dated as of
             January 3, 2020, by and among HB Holdings, LLC, Hostess Brands, LLC,
             certain of Hostess Brands, LLC's subsidiaries, the lenders party
             thereto, Credit Suisse AG, Cayman Islands Branch, as administrative
10.1         agent and the other parties party thereto.
10.2           Fourth Amended and Restated First Lien Credit Agreement, Dated
             January 3, 2020
104.1        The cover page from this Current Report on Form 8-K, formatted in
             Inline XBRL

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