On May 19, 2017, HB Holdings, LLC (Holdings), Hostess Brands, LLC
(the Borrower), the subsidiary loan parties party thereto, and
Hostess Holdco, LLC (Parent Holdco), each of which is an indirect
subsidiary of Hostess Brands, Inc. (the Registrant), Credit
Suisse AG, Cayman Islands Branch, as administrative agent (the
>First Lien Administrative Agent>) and the lenders party
thereto (the Refinancing Lenders) and together with the other
lenders from time to time party to the Second Amended and
Restated First Lien Credit Agreement (as defined below), the
First Lien Lenders) entered into the Incremental Assumption and
Amendment Agreement No. 2 (the Incremental Assumption and
Amendment) in respect of the Amended and Restated First Lien
Credit Agreement, dated as of August 3, 2015, as amended and
restated on November 19, 2016, among Holdings, the Borrower, the
First Lien Administrative Agent and the lenders from time to time
party thereto (the Amended and Restated First Lien Credit
Agreement).

to the Incremental Assumption and Amendment, the Refinancing
Lenders made $996,253,125 aggregate principal amount of
refinancing term loans (the Refinancing Term Loans) to the
Borrower under the Amended and Restated First Lien Credit
Agreement. The proceeds from the Refinancing Term Loans were used
to repay in full the outstanding principal amount of all then
existing term loans under the Amended and Restated First Lien
Credit Agreement and to pay certain fees and expenses incurred in
connection with the foregoing (the Refinancing).

The foregoing description of the Incremental Assumption and
Amendment is qualified in its entirety by the Incremental
Assumption and Amendment No. 2 filed as Exhibit 10.1 hereto and
incorporated by reference herein.

On May 19, 2017, immediately following the Refinancing, Holdings,
the Borrower, the First Lien Administrative Agent and the
Refinancing Lenders agreed to amend and restate the Amended and
Restated First Lien Credit Agreement (as amended and restated,
the Second Amended and Restated First Lien Credit Agreement).

The Second Amended and Restated First Lien Credit Agreement
provides for the Refinancing Term Loans and for revolving loans
in an aggregate principal amount of up to $100,000,000 (the
Revolving Loans).

Interest on the Refinancing Term Loans is paid quarterly at a
rate, at the Borrowers option, of either (a) LIBOR (subject to a
LIBOR floor of 0.75% per annum) plus an applicable margin of 2.5%
per annum or (b) the base rate plus an applicable margin of 1.50%
per annum. The Refinancing Term Loans are repayable (x) on the
last day of each March, June, September and December in an amount
equal to 0.25% of the aggregate principal amount of the
Refinancing Term Loans on May 19, 2017 and (y) on their maturity
date of August 3, 2022 in an amount equal to the aggregate
principal amount of the Refinancing Term Loans then outstanding.

Interest on Revolving Loan borrowings is paid at a rate, at the
Borrowers option, of either (a) LIBOR (subject to a LIBOR floor
of 0.00% per annum) plus an applicable margin of between 3.00%,
3.25% or 3.50% per annum, depending on the Net First Lien
Leverage Ratio (as defined in the Second Amended and Restated
First Lien Credit Agreement) or (b) the base rate plus an
applicable margin of 2.00%, 2.25% or 2.50% per annum, depending
on the Net First Lien Leverage Ratio.

The Revolving Loans have a commitment fee, payable quarterly, of
0.375% or 0.50% per annum (depending on the Net First Lien
Leverage Ratio) based upon the unused portion of the
then-outstanding commitments with respect to the Revolving Loans.
The Revolving Loans have a stated maturity date of August 3,
2020.

The Refinancing Term Loans and the Revolving Loans are guaranteed
by Holdings, Parent Holdco and the subsidiaries of the Borrower
(subject to certain exceptions) and are secured by liens on (x)
the equity interests of the Borrower, and (y) substantially all
present and future assets of the Borrower and its respective
subsidiaries that guarantee the Refinancing Term Loans and the
Revolving Loans.

The Second Amended and Restated First Lien Credit Agreement
contains customary provisions relating to mandatory prepayments,
voluntary payments, and affirmative and negative covenants,
including limitations on indebtedness, liens, sale and lease-back
transactions, restricted payments and transactions with
affiliates. In addition, with respect to the Revolving Loans
only, the Second Amended and Restated First Lien Credit Agreement
requires that the Borrower and its subsidiaries not permit the
Net First Lien Leverage Ratio to exceed 7.30 to 1.00 on the last
day of any fiscal quarter on which the aggregate amount of
outstanding Revolving Loans (excluding letters of credit) on such
date exceeds an amount equal to 30% of the then-outstanding
commitments with respect to the Revolving Loans.

The Second Amended and Restated First Lien Credit Agreement also
contains customary events of default. If an event of default
occurs, the First Lien Administrative Agent is entitled to take
various actions on behalf of the First Lien Lenders, including
the acceleration of amounts due under the Second Amended and
Restated First Lien Credit Agreement, termination of commitments
thereunder and all other actions permitted to be taken by a
secured creditor.

The foregoing description of the Second Amended and Restated
First Lien Credit Agreement is qualified in its entirety by the
Second Amended and Restated First Lien Credit Agreement filed as
Exhibit 10.2 hereto and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The disclosure provided in Item 1.01 of this Report is hereby
incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On May 22, 2017, the Registrant issued a press release announcing
the Refinancing. A copy of the press release is being filed as
Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Incremental Assumption and Amendment Agreement No. 2, dated
as of May 19, 2017

10.2 Second Amended and Restated First Lien Credit Agreement,
dated as of May 19, 2017

99.1 Press Release dated May 22, 2017