EFTA01369690

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