hostess retiree committee motion

7/30/2019 Hostess Retiree Committee Motion

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Proposed Hearing Date and Time: November 29, 2012 at 10:00 a.m.

Proposed Objection Deadline: November 23, 2012 at 4:00 p.m.

CLI-1996864v17

JONES DAY

222 East 41st Street

New York, New York 10017

Telephone: (212) 326-3939

Facsimile: (212) 755-7306Corinne Ball

Heather Lennox

Lisa LaukitisVeerle Roovers

- and -

JONES DAYNorth Point

901 Lakeside Avenue

Cleveland, Ohio 44114

Telephone: (216) 586-3939Facsimile: (216) 579-0212

Ryan T. Routh

Attorneys for Debtorsand Debtors in Possession

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

---------------------------------------------------------------

In re

Hostess Brands, Inc., et al.,1

Debtors.

---------------------------------------------------------------

x

::

:

:::

:

x

Chapter 11

Case No. 12-22052 (RDD)

(Jointly Administered)

MOTION OF DEBTORS AND DEBTORS IN POSSESSION, PURSUANT TO

SECTIONS 1114(C)(2) AND 1114(D) OF THE BANKRUPTCY CODE, FOR AN ORDER

DIRECTING THE APPOINTMENT OF A COMMITTEE OF RETIRED EMPLOYEES

1The Debtors are the following six entities (the last four digits of their respective taxpayer identification

numbers follow in parentheses): Hostess Brands, Inc. (0322), IBC Sales Corporation (3634), IBC Services,

LLC (3639), IBC Trucking, LLC (8328), Interstate Brands Corporation (6705) and MCF Legacy, Inc.

(0599).

12-22052-rdd Doc 1712 Filed 11/16/12 Entered 11/16/12 07:13:21 Main DocumentPg 1 of 23

1222052121116000000000003

Docket #1712 Date Filed: 11/16/20


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TO THE HONORABLE ROBERT D. DRAINUNITED STATES BANKRUPTCY JUDGE:

Hostess Brands, Inc. and its five domestic direct and indirect subsidiaries, as debtors and

debtors in possession (collectively, "Hostess" or the "Debtors"), respectfully represent as

follows:

BACKGROUND

1. On January 11, 2012 (the "Petition Date"), the Debtors commenced theirreorganization cases by filing voluntary petitions for relief under chapter 11 of title 11 of the

United States Code (the "Bankruptcy Code"). The Debtors' chapter 11 cases have been

consolidated and are being administered jointly for procedural purposes only.

2. The Debtors are authorized to continue to operate their business andmanage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the

Bankruptcy Code.

3. On January 18, 2012, the United States Trustee for the Southern District ofNew York (the "U.S. Trustee") appointed an official committee of unsecured creditors (the

"Creditors Committee") pursuant to section 1102 of the Bankruptcy Code. The U.S. Trustee

subsequently amended such appointments to the Creditors Committee on January 30, 2012.

4. Founded in 1930, Hostess is one of the largest wholesale bakers anddistributors of bread and snack cakes in the United States. Today, Hostess sells an array of

popular products under new and iconic brands such as Butternut, Ding Dongs, Dolly

Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,

Twinkies and Wonder.



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JURISDICTION AND VENUE

5. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this

Court pursuant to 28 U.S.C. 1408 and 1409.

RELIEF REQUESTED

6. By this Motion, the Debtors seek an order, pursuant to section 1114(d) ofthe Bankruptcy Code, directing the appointment of an official committee of retired employees to

act as the authorized representative of those persons who are entitled to receive "retiree benefits"

within the meaning of section 1114(a) of the Bankruptcy Code, and who are not being

represented in these bankruptcy cases by one of the Debtors' 12 unions (collectively, the

"Unions") acting as their authorized representative.2

FACTS RELEVANT TO THIS MOTION

The Retiree Benefits

7. As of the Petition Date, the Debtors employed over 18,000 people, ofwhich approximately 83% are members of unions and were subject to approximately 360

collective bargaining agreements (the "CBAs"). The Debtors' unionized employees belong to 12

separate unions, but the overwhelming majority (nearly 93%) are members of either local

affiliates of the International Brotherhood of Teamsters (together with the international union,

2As a result of rolling up several disparate companies over the years, the Debtors do not have records for all

of their former employees indicating which Union may have represented such employees. In addition, it ispossible that certain of the Debtors' former employees were represented by a union that no longerrepresents the Debtors' employees. The Debtors will provide a list of all such persons to the Unions andrequest that each Union identify any person formerly represented by that Union, if possible. If a Unionbelieves that it is the representative for any person on the Debtors list, that Union must advise the Debtorsand the U.S. Trustee that it represents such persons by no later than seven days after entry of an ordergranting this Motion. To the extent the Debtors and/or the Unions are unable to determine which unionformerly represented any individuals on the list provided to the Unions (collectively, the "UnaffiliatedRetirees"), the Debtors request that the official committee of retired employees act as the authorizedrepresentative for such Unaffiliated Retirees.



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the "IBT") or local affiliates of the Bakery, Confectionary, Tobacco Workers & Grain Millers

International Union (together with the international union, the "BCT").3

8. The Debtors have been involved in negotiations with the Unions overmodifications to the CBAs since before the Petition Date, and these negotiations have continued

throughout the course of these bankruptcy cases. To date, the IBT and BCT have been acting as

the "authorized representative," as such term is defined in section 1114(b)(1) of the Bankruptcy

Code, for retirees formerly represented by the IBT (the "IBT Retirees") and by the BCT (the

"BCT Retirees"), respectively.4

The Debtors believe that each of the Other Unions will act as the

"authorized representative" for the retirees formerly represented by the respective Other Union

(the "Other Union Retirees" and, together with IBT Retirees, BCT Retirees and Unaffiliated

Retirees, the "Union Retirees") in negotiations relating to the Debtors' proposed termination of

the various non-pension "retiree benefits," as such term is defined in section 1114(a) of the

3The remaining 7% of the Debtors' unionized employees belong to one of the following 10 unions: Glass,

Molders, Pottery, Plastics & Allied Workers International Union ("GMP"); International Association ofMachinists and Aerospace Workers ("IAM"); International Brotherhood of Firemen & Oilers ("IBFO");International Union of Operating Engineers & Service Employees ("IUOE"); Office & ProfessionalEmployees International Union ("OPEIU"); Retail, Wholesale and Department Store Union ("RWDSU");United Automobile, Aerospace and Agricultural Implement Workers of America ("UAW"); UnitedBrotherhood of Carpenters and Joiners of America ("UBCJA"); United Food and Commercial WorkersUnion ("UFCW"); and United Steelworkers (the "USW" and, together with the GMP, IAM, IBFO, IUOE,OPEIU, RWDSU, UAW, UBCJA and UFCW, the "Other Unions").

4On January 17, 2012, counsel for the IBC-IBT National Negotiating Committee (the "IBC-IBTNNC")

informed counsel for the Debtors that for purposes of section 1113 and 1114 of the Bankruptcy Code, theIBC-IBTNNC is the authorized representative of the IBT and any retirees who were formerly representedby the IBT. When used in this Motion, the term "IBT" may also refer to the IBC-IBTNNC.

The BCT is the authorized representative of any retirees subject to this Motion who were formerlyrepresented by the BCT. See Response of Bakery, Confectionary, Tobacco Workers and Grain MillersInternational Union to the Court's January 12, 2012 Directive to Identify the Entity(ies) That Will Serve asthe "Authorized Representative" of Debtors' Employees and Retirees Under Collective BargainingAgreements with Bakery, Confectionary, Tobacco Workers and Grain Millers Local Unions, Within theMeaning of Bankruptcy Code Sections 1113 and 1114, dated January 18, 2012 [Docket No. 117].



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Bankruptcy Code, that may be provided to the Debtors' active and retired Union employees

(collectively, the "Retiree Benefits").5

9. The Debtors currently provide various Retiree Benefits to Union Retireesand non-union retirees ("Non-Union Retirees" and, together with Union Retirees, "Retirees")

and/or their spouses and dependants. The Debtors currently sponsor a retiree medical benefit

plan (the "Retiree Medical Benefits"), as well as a post-retirement life and health benefit plan

(the "Retiree Life Insurance Benefits").

10. Approximately 315 Union Retirees and 15 Non-Union Retirees arecurrently receiving Retiree Medical Benefits.

6

In addition, approximately 21 active BCT

employees, 1,412 active IBT employees and 138 active Other Union employees were governed

by CBAs that provided as of the Petition Date that they will receive Retiree Medical Benefits

from the Debtors upon retirement. No active non-union employees are entitled to receive Retiree

Medical Benefits from the Debtors upon their retirement.

11. With respect to the Retiree Life Insurance Benefits, there areapproximately 236 Union Retirees and 781 Non-Union Retirees receiving Retiree Life Insurance

Benefits. Approximately 88 active Union employees were entitled to receive Retiree Life

Insurance Benefits from the Debtors upon their retirement under the terms of the CBAs as of the

5Under their CBAs with certain of the Unions, the Debtors are required to contribute to certain Taft-Hartley

multiemployer health care plans and/or Taft-Hartley multiemployer welfare plans, which may providebenefits, including health and welfare and life insurance benefits, to retirees formerly associated with the

Unions. The Debtors do not control or administer the benefits offered under the Taft-Hartleymultiemployer health care and welfare plans. Therefore, it is possible that at least some of thecontributions the Debtors make to certain Taft-Hartley multiemployer health care and welfare plans areused to fund health and welfare benefits for current retirees. As a result, a portion of the Debtors'contribution obligations to the Taft-Hartley multiemployer health care plans and Taft-Hartley welfare plansmay constitute "retiree benefits" as defined in section 1114(a) of the Bankruptcy Code. The factualdescription of the Debtors' "retiree benefits" provided in this Motion assumes that these Taft-Hartley plansare not considered "retiree benefits" under section 1114(a) of the Bankruptcy Code.

6The number of Retirees receiving Retiree Medical Benefits includes spouses of the Retirees.



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Petition Date. No active non-union employees are entitled to receive Retiree Life Insurance

Benefits from the Debtors upon their retirement.

12. For the period of June 3, 2012 through June 1, 2013, the projected cost tothe Debtors of providing Retiree Benefits to Retirees is approximately $1,130,225. As of June 2,

2012, the present value of the Debtors' accumulated benefit obligation for Retiree Benefits, based

on an actuarial calculation prepared in connection with the Debtors' financial reporting

obligations, was approximately $29.3 million.7

13. As noted above, certain of the Debtors' active Union employees that donot yet receive Retiree Medical Benefits or Retiree Life Insurance Benefits were entitled to

receive such benefits upon retirement under the terms of the CBAs as of the Petition Date. Any

obligations the Debtors had to provide such benefits to active Union employees in the future,

however, were terminated under the terms of the settlements between the Debtors and the IBT

and between the Debtors and certain of their Other Unions and pursuant to the Court's orders

granting authorization to modify the CBAs pursuant to sections 1113 and 1114 of the

Bankruptcy Code [Docket Nos. 1563, 1574] (the "1113 Orders") for those Unions for which

consensual resolutions were not obtained.8

7The claim amount (if any) ultimately allowed by the Court with respect to Retiree Benefits may be

materially less than this actuarially determined amount.

8In September 2012, the Debtors reached an agreement with the IBT, which was ratified by the IBT

membership, to consensually modify the IBT CBAs. The Debtors also proposed modifications to the BCTCBAs in September 2012, but all but three of the BCT's 115 bargaining units voted down the Debtors'

proposal. In September and October 2012, the Debtors reached agreements with the OPEIU, UAW,UFCW, USW and certain local affiliates of the RWDSU to modify consensually their respective OtherUnion CBAs, and the members of those Unions voted to ratify the proposed modifications. On October 4,2012, the Court entered an order authorizing the Debtors to modify their CBAs with the GMP, IAM, IBFO,IUOE and UBCJA [Docket No. 1574]. Following entry of the order authorizing the Debtors to modifytheir CBAs with the GMP, the GMP voted to ratify the Debtors' last, best, final offer to the GMP. OnOctober 12, 2012, the Court entered an order authorizing the Debtors to modify their CBAs with the threelocal affiliates of the RWDSU that failed to ratify the Debtors' last, best, final offer [Docket No. 1610].After that order was entered, the RWDSU informed the Debtors that the three local affiliates of theRWDSU that previously failed to ratify the Debtors' last, best, final offer would conduct a second vote to



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14. Beginning on October 21, 2012, based upon the agreements and theauthority granted by the Court through the 1113 Orders, the Debtors began to implement the

terms of the modified CBAs or of the Debtors' last, best, final proposals to the unions, including

the wage reduction and work rule changes provided for thereunder. Between November 9 and

November 13, 2012, various local affiliates of the BCT commenced strikes at 24 of the Debtors'

baking facilities.

15. As a consequence of their inability to continue operations in light of thestrikes, the Debtors have determined that they will be unable to achieve a stand-alone

reorganization of their businesses and, therefore, are pursuing the orderly winddown of the

Debtors' various business operations. The Debtors believe, in the sound exercise of their

business judgment, that expeditiously pursuing a sale process for some or all of their businesses

as going concerns is the best way to maximize value and preserve as many jobs as possible under

the circumstances. Without any continuing operations or hope of a successful reorganization, it

has now become necessary for the Debtors to negotiate the termination of the Retiree Benefits.

16. For the reasons set forth above, the Debtors are seeking appointment ofmembers to a committee to serve as the sole "authorized representative" of retired employees of

the Debtors who are entitled to receive "retiree benefits" within the meaning of section 1114(a)

of the Bankruptcy Code and who are not being represented in these bankruptcy cases by a labor

organization acting as their authorized representative or who are Unaffiliated Retirees (the

"Retiree Committee"). Appointment of the Retiree Committee at this time will allow the

determine whether they would ratify the Debtors' last, best, final offer. On October 22-23, 2012, thosethree local affiliates of the RWDSU voted to ratify the Debtors' last, best, final offer. As such, the Debtorsnow have obtained a consensual agreement with the majority of its 12 unions, and an order of the Courtregarding modifications to CBAs for the remaining unions that failed to ratify the Debtors' last, best, finaloffer.



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Debtors to proceed with negotiations over any modifications to their obligations to provide

Retiree Benefits.

ARGUMENT

17. Section 1114(e)(1) of the Bankruptcy Code provides generally thatchapter 11 debtors must timely pay their retiree benefit obligations. However, modification of

such benefit obligations are permitted if the debtors and the "authorized representative" of the

retirees agree to a modification or termination of retiree benefits, or if the debtor and the

authorized representative do not reach an agreement and the Court authorizes modification or

termination of such benefits pursuant to the standards set forth in sections 1114(g) and/or (h) of

the Bankruptcy Code.

18. Section 1114(f) of the Bankruptcy Code requires a debtor to "make aproposal to the authorized representative of the retirees." Section 1114(c) of the Bankruptcy

Code presumes that "[a] labor organization shall be the authorized representative of persons

receiving any retiree benefits covered by any collective bargaining agreement to which that labor

organization is signatory, unless (A) such labor organization elects not to serve as the authorized

representative of such persons, or (B) the court, upon a motion by any party in interest, after

notice and a hearing, determines that different representation of such persons is appropriate."

19. In the event that a labor organization elects not serve as the authorizedrepresentative of those persons receiving retiree benefits covered by the relevant collective

bargaining agreement, section 1114(c)(2) of the Bankruptcy Code provides, inter alia, that the

court shall, upon a motion by any party in interest, appoint a committee of retired employees

from among such persons to serve as their authorized representative.

20. Similarly, with respect to those persons receiving retiree benefits who arenot covered by a collective bargaining agreement, section 1114(d) of the Bankruptcy Code



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provides that the court shall, upon a motion by any party in interest, appoint a committee of

retired employees from among such persons to serve as their authorized representative.

21. Accordingly, the Debtors request an order, pursuant to section 1114 of theBankruptcy Code, approving procedures, as set forth below, for the solicitation, nomination and

appointment of members to the Retiree Committee.

Retirees Represented by the Unions

22. On behalf of all Other Union Retirees (and, as applicable, survivingspouses, dependants and beneficiaries)9 entitled to receive Retiree Benefits pursuant to one of the

CBAs, and concurrently with the filing of this Motion, the Debtors are sending letters to each of

the Other Unions to confirm that they will act as the authorized representative for the Other

Union Retirees formerly represented by such Other Union.10

The Debtors are informing the

Other Unions that the Debtors will assume that each Other Union agrees to serve as the

authorized representative for the Other Union Retirees formerly represented by that Other Union,

unless any such Other Union gives written notice to the Debtors and the U.S. Trustee by

November 21, 2012that it will not serve as such Other Union Retirees' authorized

representative.

23. As discussed in greater detail below, if an Other Union declines to serve asthe authorized representative for the Other Union Retirees formerly represented by that Other

Union ("Unrepresented Other Union Retirees" and, together with Unaffiliated Retirees and Non-

Union Retirees, "Unrepresented Retirees"), the Debtors request that a representative from each

such group of Unrepresented Other Union Retirees be considered, along with Unaffiliated

9Section 1114(a) includes payments to surviving spouses and dependants of retired employees.

10As discussed above, the IBT and the BCT already have agreed to serve as the "authorized representative" of

the retirees formerly represented by their respective unions.



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Retirees and Non-Union Retirees, to serve on the Retiree Committee pursuant to the procedures

outlined below.

The Proposed Procedures for Appointment of a Retiree Committee

24. Sections 1114(c)(2) and (d) of the Bankruptcy Code permit the selectionof persons to serve on a retiree committee. Section 1114(c) of the Bankruptcy Code provides:

In cases where the labor organization referred to in paragraph (1)elects not to serve as the authorized representative of those personsreceiving any retiree benefits covered by any collective bargainingagreement to which that labor organization is signatory, or in caseswhere the court, pursuant to paragraph (1) finds differentrepresentation of such persons appropriate, the court, upon amotion by any party in interest, and after notice and a hearing,shall appoint a committee of retired employees if the debtor seeksto modify or not pay the retiree benefits or if the court otherwisedetermines that it is appropriate, from among such persons, toserve as the authorized representative of such persons under thissection.

11 U.S.C. 1114(c)(2). Similarly, section 1114(d) of the Bankruptcy Code provides:

The court, upon a motion by any party in interest, and after noticeand a hearing, shall order the appointment of a committee ofretired employees if the debtor seeks to modify or not pay the

retiree benefits or if the court otherwise determines that it isappropriate, to serve as the authorized representative, under thissection, of those persons receiving any retiree benefits not coveredby a collective bargaining agreement. The United States trusteeshall appoint any such committee.

11 U.S.C. 1114(d).

25. Prior to filing this Motion, the Debtors provided a draft of this Motion tothe U.S. Trustee to discuss and develop an appropriate, open and fair procedure by which the

U.S. Trustee will solicit interested Unrepresented Retirees to serve on the Retiree Committee



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(the "Selection Procedures").11 Specifically, the Selection Procedures that the Debtors propose

are as follows:

Within three business days after the entry of an order granting this Motion, theDebtors will mail a notice and questionnaire in the form attached hereto as Exhibit A(the "Questionnaire") to each Unrepresented Retiree for which the Debtors haveaddress information12 ("Known Unrepresented Retirees") to solicit their interest inserving on the Retiree Committee. The Debtors also will post (or request to beposted, in the case of the Creditors' Committee's website) the notice and theQuestionnaire on the following websites (collectively, the "Websites"):

http://www.kccllc.net/hostess; and http://www.hostesscommittee.com (the Creditors' Committee's website)

Any Unrepresented Retiree interested in serving on the Retiree Committee will haveto complete the Questionnaire and fax or mail it to the U.S. Trustee's Office so that itis receivedby the U.S. Trustee no later than seven days after it is mailed(the "Questionnaire Deadline").

The U.S. Trustee shall work promptly to select the individuals to serve on the RetireeCommittee from those Unrepresented Retirees that submitted a Questionnaire by theQuestionnaire Deadline and file an appropriate notice with the Court.

A Single Retiree Committee is Sufficient Under Section 1114

26. A single Retiree Committee will adequately represent the interests of theUnrepresented Other Union Retirees, Unaffiliated Retirees and Non-Union Retirees and it will

permit the Debtors to conduct focused negotiations with fewer entities. Moreover, a single

Retiree Committee will lessen the financial burden on the Debtors' bankruptcy estates. Pursuant

11Despite the somewhat ambiguous language in section 1114(c)(2) of the Bankruptcy Code, the Debtors

propose to consider Unrepresented Other Union Retirees to serve on the Retiree Committee. Theconsideration of Unrepresented Other Union Retirees to serve on the Retiree Committee by the U.S.

Trustee, while not mandated by section 1114(c)(2) of the Bankruptcy Code, is consistent withsection 1114(d) of the Bankruptcy Code.

12The Debtors have complete contact information for all Retirees (and surviving spouses and dependents) to

whom Retiree Medical Benefits are provided. Because the Debtors in many instances inherited theobligations to provide Retiree Life Insurance Benefits from corporate predecessors via historical corporateacquisitions, the Debtors have limited address and contact information for many of the Retirees thatpresently are entitled to the Retiree Life Insurance Benefits. The Debtors have worked to identify alladdress information available in their corporate records. For certain Retirees, however, the Debtors haveno address information.



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to section 1114(b)(2), a Retiree Committee may seek to have the fees and costs of its advisors, as

well as its reasonable out-of-pocket expenses, paid out of the assets of the bankruptcy estate.

More than one Retiree Committee would multiply the amount of costs and fees sought from the

Debtors' bankruptcy estates and would needlessly complicate the negotiation process.

27. In the context of Retiree Benefits in these chapter 11 cases, the interests ofthe Unrepresented Other Union Retirees, Unaffiliated Retirees and Non-Union Retirees are likely

to be aligned, and there will not be any prejudice in appointing a single Retiree Committee. To

the extent their interests are not aligned, the Debtors submit it is a far more efficient process for

the Unrepresented Other Union Retirees, Unaffiliated Retirees and Non-Union Retirees to

reconcile their differences within the Retiree Committee instead of requiring the Debtors to

negotiate with multiple retiree committees in addition to potential negotiations with multiple

Unions over the same issues. In this respect, the formation of a Retiree Committee is analogous

to forming a creditors' committee. Section 1114(b)(2) supports this analogy by its references to

sections 1102 and 1103 of the Bankruptcy Code, which govern creditors' and equity security

holders' committees and establish the powers and duties of such committees. Even though

unsecured creditors typically have disparate and conflicting interests in a bankruptcy case, it is

unusual for more than one unsecured creditors committee to be appointed. See In re Sharon Steel

Corp., 100 B.R. 767, 778 (Bankr. W.D. Pa. 1989) ("In recognition of the Bankruptcy Code

scheme that the reconciliation of differing interests of creditors within a single committee is the

norm, the appointment of a separate committee is an extraordinary remedy . . .").

28. The Debtors' proposed procedures contemplate a single RetireeCommittee to represent the interests of all Unrepresented Retirees. Other courts have approved

the formation of a single committee to represent both union and non-union retirees. See In re



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Northwest Airlines Corp., Case No. 05-17930 (ALG) (Bankr. S.D.N.Y. Nov. 17, 2005) (order

appointing a retiree committee consisting of both union and non-union retirees); In re US

Airways, Inc., Case No. 04-13819 (Bankr. E.D. Va. Sept. 15, 2004) (order appointing a retiree

committee that would potentially include both union and non-union retirees); In re Ionosphere

Clubs, Inc., 134 B.R. 515, 518 (Bankr. S.D.N.Y. 1991) (noting the appointment of a single

retiree committee to represent both union and non-union retirees).

29. The Debtors seek the appointment of the Retiree Committee as soon aspossible in light of recent developments in the Debtors' chapter 11 cases and to maximize the

chance of a consensual resolution of the section 1114 issues in these cases, without the need for

intervention from the Court. Accordingly, the appointment of the Retiree Committee is

necessary and appropriate at this time, and the Debtors respectfully request that the Court enter

an order directing the appointment of the Retiree Committee to act as the authorized

representative for the Unrepresented Retirees pursuant to sections 1114(c)(2) and (d) of the

Bankruptcy Code and in accordance with the procedures described in this Motion.

RESERVATION OF RIGHTS

30. Nothing contained in this Motion or Order shall be deemed an admissionor a finding that the Debtors have any obligations to provide any Retiree Benefits to any person.

Notwithstanding the relief requested herein, the Debtors hereby reserve any of their rights they

possess to modify any Retiree Benefits unilaterally in accordance with the documents and

agreements governing the provision of such Retiree Benefits, without seeking relief under

section 1114 of the Bankruptcy Code.

NOTICE

31. Pursuant to the Administrative Order, Pursuant to Rule 1015(c) of theFederal Rules of Bankruptcy Procedure, Establishing Case Management and Scheduling



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Procedures (Docket No. 371) (the "Case Management Order"), entered on February 21, 2012,

notice of this Motion has been given to the parties identified on the Special Service List and the

General Service List (as such terms are defined in the Case Management Order). The Debtors

have also provided notice of this Motion to (a) counsel to each of the Unions and (b) all Retirees

that are Known Unrepresented Retirees. The Debtors submit that no other or further notice can

or need be provided.

NO PRIOR REQUEST

32. No prior request for the relief sought in this Motion has been made to thisor any other Court.



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WHEREFORE, the Debtors respectfully request that the Court (a) enter an order

substantially in the form attached hereto as Exhibit B, granting the relief requested herein; and

(b) grant such other and further relief to the Debtors as the Court may deem proper.

Dated: November 16, 2012New York, New York

Respectfully submitted,

/s/ Corinne BallCorinne BallHeather LennoxLisa LaukitisVeerle RooversJONES DAY222 East 41st StreetNew York, New York 10017Telephone: (212) 326-3939Facsimile: (212) 755-7306

- and -

Ryan T. RouthJONES DAYNorth Point901 Lakeside AvenueCleveland, Ohio 44114Telephone: (216) 586-3939Facsimile: (216) 579-0212

ATTORNEYS FOR DEBTORS ANDDEBTORS IN POSSESSION



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EXHIBIT A



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OFFICE OF THE UNITED STATES TRUSTEE FOR THE


33 WHITEHALL STREET TWENTY FIRST FLOOR

NEW YORK, NEW YORK 10004

TEL. NO. (212) 510-0500

FAX NO. (212) 668-2255

RETIREE COMMITTEE QUESTIONNAIRE

IN RE: HOSTESS BRANDS, INC., et al. ("HOSTESS")Case No. 12-22052 (Jointly Administered)

PLEASE RETURN BY FAX OR MAIL TO THE

ABOVE ADDRESS SO THE FORM IS RECEIVED

NO LATER THAN ________________, 2012 AT 5:00 P.M. (ET)

PLEASE TYPE OR PRINT CLEARLY:

The undersigned creditor is willing to serve on the Retiree Committee:

1. Name: ________________________________________________________________

2. Address: ______________________________________________________________

3. Phone number: _________________________________________________________

4. E-mail: ________________________________________________________________

5. Date of birth: ___________________________________________________________

6. Date of retirement: ______________________________________________________

7. I retired from Hostess or the following Hostess subsidiary, division or other entity: _________________________________________________________________________

8. I worked for Hostess or such subsidiary, division or entity for the following number ofyears prior to retirement: __________________________________________________

9. My position immediately prior to retirement was: ____________________________________________________________________________________________________

10. Please list all other positions you held while employed by the employer named inquestion 8 or by any other Hostess subsidiary, division or entity and the approximate dateswhen each such position was held: ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________



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11. Were you a member of any union while employed by Hostess? Yes ____ No ____

If yes, what union? _______________________________________________________

Did you ever hold a leadership position with that union? Yes ____ No ____

If yes, explain your leadership role with the union? _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

12. Are you currently receiving health insurance benefits due to your employment withHostess or Interstate Bakeries (or their predecessors and affiliates)? Yes ____ No ____

If yes, what is the approximate monthly value of the health insurance benefitsyou receive: ____________________________________________________________

13. Are you currently eligible to receive life insurance benefits due to your employment withHostess or Interstate Bakeries (or their predecessors and affiliates)? Yes ____ No ____

If yes, what is the amount of the benefit under your life insurance policy that you expectyour designated beneficiary to receive?________________________________________

14. Have you ever had any experience in the employee benefit or retiree benefit area?Yes ___ No ___

15. If appointed to the Retiree Committee, would you be physically able and available totravel to attend meetings? Yes ___ No ___

If yes, please explain: __________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

16. Please provide any other information or background as to why you should be appointed tothe Retiree Committee, including any specific skills that you have that would be valuableto the Retiree Committee

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________



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SIGNATURE: __________________________________________

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THIS IS NOT A PROOF OF CLAIM FORM. PROOFS OF CLAIM ARE FILED WITH THECLERK OF THE BANKRUPTCY COURT, NOT WITH THE UNITED STATES TRUSTEE.



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EXHIBIT B



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UNITED STATES BANKRUPTCY COURT


---------------------------------------------------------------In re

Hostess Brands, Inc., et al.,1

Debtors.

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x::

:::::x

Chapter 11

Case No. 12-22052 (RDD)

(Jointly Administered)

ORDER, PURSUANT TO SECTIONS 1114(c)(2)

AND 1114(d) OF THE BANKRUPTCY CODE, DIRECTING

THE APPOINTMENT OF A COMMITTEE OF NON-UNION RETIRED EMPLOYEES

This matter coming before the Court on the Motion of Debtors and Debtors in

Possession Pursuant to Sections 1114(c)(2) and 1114(d) of the Bankruptcy Code, for an

Order Directing the Appointment of a Committee of Retired Employees (the "Motion"),2 filed by

the debtors and debtors in possession in the above-captioned chapter 11 cases (collectively,

the "Debtors"); the Court having reviewed the Motion and having heard the statements of

counsel regarding the relief requested in the Motion at a hearing before the Court

(the "Hearing"); the Court finding that (a) the Court has jurisdiction over this matter pursuant to

28 U.S.C. 157 and 1334 and venue of this proceeding is proper in this District pursuant to

28 U.S.C. 1409, (b) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2), (c) notice of

the Motion and the Hearing was sufficient under the circumstances, (d) the appointment of the

Retiree Committee pursuant to section 1114 of the Bankruptcy Code is in the best interests of the

Debtors' respective estates and is appropriate under the circumstances and (e) the Selection

1The Debtors are the following six entities (the last four digits of their respective taxpayer identification

numbers follow in parentheses): Hostess Brands, Inc. (0322), IBC Sales Corporation (3634), IBC Services,LLC (3639), IBC Trucking, LLC (8328), Interstate Brands Corporation (6705) and MCF Legacy, Inc.(0599).

2Capitalized terms not otherwise defined herein have the meanings given to them in the Motion.



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Procedures for the appointment of the Retiree Committee described in the Motion are fair and

are reasonably designed to result in a balanced and representative Retiree Committee; and the

Court having determined that the legal and factual bases set forth in the Motion and at the

Hearing establish just cause for the relief granted herein;

IT IS HEREBY ORDERED THAT:

1. The Motion is GRANTED.2. Union Retirees, other than Unaffiliated Retirees, shall be deemed to be

represented by their respective Union as their authorized representative for purposes of section

1114, and shall not be a member of any Retiree Committee appointed in these cases without

further order of this Court.

3. The Debtors shall provide a list to the Unions of all former employees forwhom the Debtors do not have records indicating which union may have represented such

employees. If a Union believes that it is the representative for any person on the Debtors list,

that Union must identify and advise the Debtors and the U.S. Trustee that it represents such

persons by no later than seven business days after entry of this Order.

4. The following Selection Procedures are hereby approved: Within three business days after the entry of this Order, the Debtors shall cause a

notice and questionnaire substantially in the form attached to the Motion as Exhibit A(the "Questionnaire") to each Unrepresented Retiree to solicit their interest in servingon the Retiree Committee. The Debtors also shall post (or request to be posted, in thecase of the Creditors' Committee's website) the notice and the Questionnaire on thefollowing websites (collectively, the "Websites"):

http://www.kccllc.net/hostess; and http://www.hostesscommittee.com (the Creditors' Committee's website)

Any Unrepresented Retiree interested in serving on the Retiree Committee shallcomplete the Questionnaire and fax or mail it to the U.S. Trustee's Office so that it isreceivedby the U.S. Trustee by no later than ___________________, 2012(the "Questionnaire Deadline").



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hostess retiree committee motion

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