SC TO-T/A

This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission (the “SEC”) on October 10, 2023 (together with any amendments and supplements thereto, the “Schedule TO”), by The J. M. Smucker Company, an Ohio corporation (“Smucker”), and SSF Holdings, Inc., a Delaware corporation and direct wholly owned subsidiary of Smucker (the “Offeror”). This Schedule TO relates to the offer by the Offeror to exchange for each outstanding share of Class A common stock of Hostess Brands, Inc., a Delaware corporation (“Hostess Brands”), par value $0.0001 per share (“Hostess Brands common stock”, and such shares of Hostess Brands common stock, “Hostess Brands shares”), validly tendered and not validly withdrawn in the offer: $30.00 in cash and 0.03002 Smucker common shares, no par value (which we refer to as “Smucker common shares”), together with cash in lieu of any fractional Smucker common shares, in each case without interest and less applicable withholding taxes (such consideration, the “transaction consideration,” and such offer, on the terms and subject to the conditions and procedures set forth in the prospectus/offer to exchange, dated October 10, 2023 (together with any amendments or supplements thereto, the “Prospectus/Offer to Exchange”), and in the related letter of transmittal (the “Letter of Transmittal”), together with any amendments or supplements thereto, the “Offer”).

Smucker has filed with the SEC a Registration Statement on Form S-4 dated October 10, 2023 (the “Registration Statement”), Amendment No. 1 to the Registration Statement on Form S-4 dated October 24, 2023, and Amendment No. 2 to the Registration Statement on Form S-4 dated October 27, 2023 relating to the offer and sale of Smucker common shares to be issued to holders of Hostess Brands common stock validly tendered and not validly withdrawn in the Offer. The terms and conditions of the Offer are set forth in the Prospectus/Offer to Exchange, which is a part of the Registration Statement, and the Letter of Transmittal, which are filed as Exhibits (a)(4) and (a)(1)(A), respectively, to the Schedule TO. Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus/Offer to Exchange and the Letter of Transmittal, including any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by Smucker or the Offeror, is hereby expressly incorporated into the Schedule TO by reference in response to Items 1 through 11 of the Schedule TO and is supplemented by the information specifically provided for in this Schedule TO. The Agreement and Plan of Merger, dated as of September 10, 2023, by and among Smucker, the Offeror and Hostess Brands (the “Merger Agreement”), a copy of which is attached as Exhibit (d)(1) to the Schedule TO, is incorporated into the Schedule TO by reference.

All information regarding the Offer as set forth in the Schedule TO, including all exhibits and annexes thereto that were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided for herein and to the extent amended and supplemented by the exhibits filed herewith. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Schedule TO.

Items 1 through 11.

Items 1 through 11 are hereby amended and supplemented by adding the following information:

At 12:00 p.m., Eastern Time, on November 7, 2023, the Offer expired as scheduled and was not extended. The Offeror was advised by the depositary and exchange agent for the Offer that as of the expiration of the Offer, a total of 69,250,307 Hostess Brands shares were validly tendered and not validly withdrawn in the Offer, representing approximately 52.10% of the aggregate voting power of the Hostess Brands shares outstanding immediately after the consummation of the Offer, and an additional 22,117,606 Hostess Brands shares were tendered pursuant to guaranteed delivery procedures, representing approximately an additional 16.64% of the aggregate voting power of the Hostess Brands shares outstanding immediately after the consummation of the Offer. The number of Hostess Brands shares validly tendered and not validly withdrawn in the Offer satisfied the minimum tender condition (as defined in the Prospectus/Offer to Exchange). All conditions to the Offer having been satisfied, the Offeror irrevocably accepted for payment on November 7, 2023, and will promptly pay for, all Hostess Brands shares validly tendered and not validly withdrawn in the Offer.

Following the completion of the Offer, on November 7, 2023, Smucker and the Offeror completed the acquisition of Hostess Brands pursuant to the terms of the Merger Agreement, through the merger of the Offeror with and into Hostess Brands in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with Hostess Brands continuing as the surviving corporation (the “Merger”).

All Hostess Brands shares ceased trading on the Nasdaq Stock Market LLC (“Nasdaq”) on November 7, 2023 and will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended.

On November 7, 2023, Smucker issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. A copy of the press release is attached as Exhibit (a)(5)(L) hereto and incorporated by reference herein.

Item 12.

Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:


Exhibit
No.		Description

(a)(5)(L)		Press release issued by The J. M. Smucker Company, dated November 7, 2023.*

*	Filed herewith.


SSF HOLDINGS, INC.

By:		/s/ Jeannette L. Knudsen
Name:		Jeannette L. Knudsen
Title:		Chief Legal Officer and Secretary

THE J. M. SMUCKER COMPANY

By:		/s/ Mark T. Smucker
Name:		Mark T. Smucker
Title:		Chair of the Board, President and Chief Executive Officer