EFTA01369690.pdf

GORES HOLDINGS Gores Holdings, Inc. announces acquisition of Hostess Brands from Apollo Global Management and Metropoulos & Co. for $2,292mm Deutsche Bank served as the Transaction overview Company overview lead Capital Markets for Gores • On July 5, 2016, Gores Holdings. Inc. ("GRSH-) and Hostess Brands • Hostess Brands is a leading national bakery company that produces and Holdings. Inc on its $2.292mm announced the signing of a definitive merger agreement. whereby GRSH will distributes products that address the entire sweet baked goods category acquisition of Hostess Brands acquire Hostess Brands at an enterprise value of $2.292mm. representing • After Chapter 7 bankruptcy in November 2012. Apollo and Motropoulos cHostessi 10.4x 2016E EBITDA of $220 million bought Hostess and restructured the brand, leading to re-launch in O2 2014 • Hostess Brands is a leading national bakery company with nearly a hundred In August 2015, Deutsche Bank • Projected FY2016E EBITDA of 3220mm and FY2017E EBITDA of $235mm. year history and is owned by Apollo Global Management and Metropoulos & acted as the sole bookrunner on Co.. who will retain a combined 42% pro forma ownership stake with continued meaningful top-line growth GRSH's $375rnm IPO — After the deal. Dean Motropoulos will remain executive Chairman of the — Industry-leading EBITDA margins of 30% public Hostess Brands and retain $300mm in the Company — 85%+ EBITDA to FCF conversion by 2017 • Additional PIPE investors committed to participate via 5350mm private • Company wellpositioned to take advantage of compelling growth tailwinds PF Capelalizatkon (S In mm) placement (Dean Metropoulos chose to roll-over an additional 550mm fueled by snacking trends through DTW and ESL platform innovations,,, alongside the transaction) untapped opportunities and platform extensions, and actionable acquisition PF ,thirr“. (ntiI) 130 0 - the biggest PIPE raised alongside a SPAC transaction growth initiatives. on top of legacy market share recapture. Total equity SI 3004 • Represents the largest post-financial crisis de-SPAC transaction as well ss • Clean asset base free of legacy liabilities, with $130mm of capital largest Food and Beverage M&A transaction announced year-to-date, in investments in key operational improvements PF debt $991 8 North America • Industry loader with an entrenched national footprint that can boast of 90% • $173rnm of the proceeds wall bo used to do-lover the company to 4.5x 2016E brand recognition and premium pricing power PF enterprise value $2,2922 EBITDA to be in-line with comps Long-term sponsorship from premier investors Investment highlights The Gores GroupfGores Holdings, Inc. Apollo Global Management Sources of cash Existing Cash in Trust $375 Global PE firm with 2&year track record of operational investing: consumer Loading global alternative investment manager in PE, woad and real estate 0 Iconic pronuurn brand wit 100-Year history and nation)! roach expertise includes. with over $17COn AUM consumer Additional PIPE Investors 300 I no.,kos expertise includes: DOMInick'sie• 0 Attractive industry structure with favorable growth trends C0M additional roll-over Total Sources 50 5725 CID I6Nerfore ps n n 0 Diversified product offerings address entire 56G category •-.1rt z.;/ Uses of cash SMOCK Saildblig &WIT tr:12r.etwos Dean Metropoulos: Storied Investor with History of Turnaround Success CNC 0 Extensive distribution network and loading logistical capabiiities Cash Consideration Cash to De-lever 5522 173 Thought leader and brand revival specialist with deep investing, restructuring and operating experience; history of value creation. with over 25 years of partnerships with 0 Transaction structured at an attractive entry point relative to peers major PE firms to successfully rebuild some of the most iconic consumer brands. Gores Holdings transaction costs 30 including: i tg.,:nTioLer 0 Highly actionable organic and acquisition growth initiatives Total Uses $725 ‘‘.-- off IRA/IDELLI an.tux.fg et.:Y, it 0 Emenenced management team led consumer investor Deutsche Bank Note. Pro-forma ownership of Hostess includes SPAC shareholders (29%), PIPE investors (21%), Gores (8%). Apollo (17%) and C Dean Metropoulos (25%) 3 (a) Assuming shares trade al 510.00 post transaction dose. Corporate Banking Z. Securities (b) Excluding food distributors (c) DTW stands for 'Direct-to-Warehouse% ESL stands for "Extended Shell Lilo-. Source. Public Ohngs CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062120 CONFIDENTIAL SDNY_GM_00208304 EFTA01369690