Article

by Carey Gillam and Tanya Agrawal

Hostess Brands Inc, the bankrupt maker of Twinkies snack cakes and loaves of Wonder Bread, is seeking a U.S. court's permission to go out of business after failing to get wage and benefit cuts from thousands of its striking bakery workers.

The 82-year-old Hostess, which has about $2.5 billion in sales and is one of the largest wholesale bakers and distributors of breads and snack cakes in the United States, filed the request with the U.S. Bankruptcy Court in New York early Friday morning. A hearing on the matter is set for Monday.

The Irving, Texas-based company said the liquidation would mean that most of its 18,500 employees would lose their jobs. Hostess immediately suspended operations at all of its 33 plants across the United States as it moves to start selling assets.

"We'll be selling the brands and as much of the infrastructure as we can," said company spokesman Lance Ignon. "There is value in the brands. But some bakeries will never open again as bakeries."

Ignon said the company made final deliveries on Friday of products made Thursday night. Hostess's top-selling products are its chocolate cupcakes, Twinkies cakes and its powdered sugar and frosted "Donettes."

Hostess products, particularly the golden, cream-filled Twinkies cakes, are deeply ingrained in American pop culture and have long been packed in school children's lunch boxes. Entrepreneurs on auction site eBay Inc were asking as much as $100 for a box of 10 Twinkies by Friday morning.

Raj Patel, owner of Sarah's Market in Cambridge, Massachusetts, said he was sorry to see the company go out of business.

"It's been around for ages," said Patel, 40. "A lot of people are familiar with the brand and it's going to be tough for some people to do without."

NOT INTERESTED IN BREAD

Hostess blamed heavy debt and burdensome wage and pension obligations for its financial woes. It said a strike by members of the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union (BCTGM), which began November 9, was the latest in years of labor troubles that had crippled the company's ability to restructure its finances and produce and deliver products at several facilities.

But union officials and line workers said union workers had already agreed to a series of concessions over the years and the company had failed to invest in brand marketing and modernization of plants and trucks and had focused instead on enriching owners such as private equity firm Ripplewood Holdings and hedge funds Silver Point Capital and Monarch Alternative Capital.

Officials at the three firms declined to comment.

"Our members decided... they were not going to agree to another round of outrageous wage and benefit cuts and give up their pension only to see yet another management team fail and Wall Street vulture capitalists and 'restructuring specialists' walk away with untold millions of dollars," said BCTGM International Union President Frank Hurt.

Picketing workers echoed the sentiment.

"The people who are running this company are not interested in making bread," said Roger Harrison, 56, who bags buns at the Hostess plant in Lenexa, Kansas, and has been with the company for 35 years.

"They are not in the baking industry; they are just interested in the money," said Harrison.

The company had started implementing an 8 percent pay cut, a 20 percent increase in healthcare costs, and changes to pension and workday provisions when workers went on strike on November 9. Hostess had given employees a deadline to return to work on Thursday, but the union held firm, saying it had already given far more in concessions than workers could bear and that it would not bend further.

"The union has been the death of this company," said a human resources manager who recently left Hostess.

LONG LABOR BATTLES

Hostess's battle with its workforce has brewed for years. Formerly known as Interstate Bakeries Corp (IBC), the company for decades was based in Kansas City, Missouri. It filed for bankruptcy in September 2004 and emerged in 2009 with a host of employee concessions from various unions.

A source with knowledge of the situation who spoke on condition of anonymity said the company was well positioned when it emerged from bankruptcy in 2009, but the recession, a spike in commodity prices and consolidation of major competitors reshaped the landscape and forced more restructuring.

"We tried to get the senior creditors and the unions together and it dragged on and on and on and the company got weak," said the source. "I'm still praying, literally, that something is worked out and they don't liquidate the business."

When Hostess filed for bankruptcy protection in January of this year the company said it must withdraw from multi-employer pension plans, address legacy health and welfare costs and secure new capital to modernize its operations.

The company has spent the last several months battling for wage cuts and other concessions from 12 unions representing Hostess workers. At one point earlier this year, Hostess had a potential outside equity investor lined up, but failure to gain pension relief from the Teamsters killed that option, the company said in its court filing Friday.

The company submitted offers to both the Teamsters and the bakery union in August, in what the company said was a final effort to save the company. The Teamsters accepted the proposal but the bakery union balked.

With court approval, Hostess implemented the contract changes in October. The bakery workers then launched strikes that disrupted operations at 24 bakeries. Hostess said the strikes were the final blow to the already "daunting obstacles" to reorganization.

The company's court filing said that it hopes it can arrange the sale of groups of assets to be operated as going concerns.

WIND-DOWN PLAN

Hostess has 565 distribution centers and 570 bakery outlet stores, as well as the 33 bakeries. Besides Twinkies and Wonder Bread, its brands include Nature's Pride, Dolly Madison, Drake's, Butternut, Home Pride and Merita.

The company said in Friday's court filing that it would probably take about a year to wind down. It will need about 3,200 employees to start that process, but only about 200 after the first few months.

Hostess had been gauging acquisition interest for certain brands for months and in late September received "a number of potentially viable proposals" to purchase certain assets.

SunTrust Robinson Humphrey analyst William Chappell Jr. said Flowers Foods Inc could be among the potential buyers for some Hostess assets. And he said the company's liquidation was a "positive step" for the sector because it will reduce the number of major vendors.

In addition to Flowers, Bimbo Bakeries USA, a division of Mexico-based Grupo Bimbo, and Pepperidge Farm, a division of Campbell Soup Co, were considered prospective buyers, analysts said.

It is not a given that all of the better-known brands will survive, analysts said. "I'd be surprised if the Twinkies brand isn't gone for good," said Timothy Ramey, analyst at D.A. Davidson & Co.

The company has canceled all orders with its suppliers and said any product in transit would be returned to the shipper.

The company's last operating report, filed with the bankruptcy court in late October, listed a net loss of $15.1 million for the four weeks that ended in late September, mostly due to restructuring charges and other expenses.

The case is In re: Hostess Brands Inc, U.S. Bankruptcy Court, Southern District of New York, No. 12-22052.

(Reporting by Carey Gillam in Kansas City and Jonathan Stempel in New York; Additional reporting by Tanya Agrawal in Bangalore, Ben Berkowitz and Nick Zieminski in New York; Editing by Lisa Von Ahn, Phil Berlowitz, Andre Grenon and Tim Dobbyn)