Good morning, and welcome to the J.M. Smucker Company's conference call. At this time, I would like to inform you that this conference is being recorded and all participants are in a listen-only mode. At the request of the company, we will open the conference up for questions and answers after management's prepared remarks. Please limit yourself to two initial questions during the Q&A session and re-queue if you have additional questions. I will now turn the conference over to Aaron Broholm, Vice President, Investor Relations. Please go ahead, sir. Good morning, and thank you for joining us on this conference call to discuss our company's announcement earlier today regarding the acquisition of Hostess Brands. We appreciate you joining us at this time. Joining me on the call are Mark Smucker, Chair of the Board, President, and Chief Executive Officer, and Tucker Marshall, Chief Financial Officer. Mark will begin with an overview of the strategic benefits of the acquisition and the structure of the transaction. Tucker will then provide additional details on the anticipated financial impact. During today's discussion, we will make forward-looking statements that reflect our current expectations about future plans and performance. These statements rely on assumptions and estimates, and actual results may differ materially due to risks and uncertainties. Additionally, please note, we will refer to non-GAAP financial measures management uses to evaluate performance internally. I encourage you to read the full disclosure concerning forward-looking statements and details on our non-GAAP measures in this morning's press release. Today's press release, a supplementary side deck summarizing the transaction can be accessed on our investor relations website at investors.jmsmucker.com. Please note, we will not be speaking directly to these slides during our prepared comments today. The documents and a replay of this call will also be archived on our website. Please contact me if you have additional questions after today's question and answer session. I will now turn the discussion over to Mark Smucker. Thank you, Aaron, and good morning, everyone. We are thrilled to announce that we have reached an agreement to acquire Hostess Brands, the fastest growing pure-play snacking company that manufactures and markets sweet baked goods and cookies in North America. Its iconic brands include Hostess Donettes, Twinkies, Ding Dongs, Zingers, Ho Hos, and others, as well as Voortman brand cookies and wafers that focus on limited and zero sugar products. This acquisition brings some of America's most popular sweet snack brands into our family of beloved brands. The transaction will provide our company with a significant presence in the $65 billion addressable snacking market, one of the largest and fastest growing center-of-store categories in the United States, that meets consumer snacking occasions across all parts of the day. Hostess products have a track record of delivering industry-leading results and profit margins with clear pathways to future growth. This transaction aligns with our long-term strategies to build a family of beloved brands and lead in growing categories. Hostess is a great fit for our company and will create significant shareholder value with compelling strategic and financial benefits. First, the transaction adds iconic brands in a fast growth category, which are key elements of our strategic roadmap. Hostess has achieved compound annual net sales growth of 14% over the past 3 years, which is more than double the rate of its peers. We anticipate the business will continue to grow at mid-single digit rate as snacking trends remain strong. Second, the acquisition amplifies our existing focus on convenient food occasions. Hostess is a leader in the sweet baked goods category, and indulgent snacks have experienced 20% faster growth compared to products marketed as healthy alternatives over the past 3 years. 70% of consumers are eating at least two snacks per day, and consumers choose sweet snacks as a reward, opting for portion control and the convenience of handheld products. Next, the combination of the Hostess Brands with Smucker's capabilities is highly complementary and mutually enhances both companies' strengths. Smucker's significant resources and strong commercial organization will continue to drive the Hostess Brands forward with broad category exposure. The Hostess Brands will benefit from our strong center-of-store execution and strategic customer relationships in the grocery and mass market channels, our industry-leading insight, brand building and marketing expertise, product technology and innovation capabilities, and to direct-to-warehouse distribution models. The acquisition will also accelerate our growth in convenient food occasions, and it will add significant exposure to our business in the perimeter of retail stores... and a highly complementary and strategic convenience channel, as 40% of Hostess sales are in the C-store channel. Finally, the transaction is financially compelling. The addition of Hostess strengthens our financial profile, as it will contribute strong top-line growth, be accretive to margins and earnings growth, and increases our conviction to deliver on our long-term financial goals. With this acquisition, we will add leading sweet snack brands, which will contribute approximately $1.5 billion of annual net sales and bring our pro forma total company net sales to over $9 billion. Hostess has a best-in-class margin structure, supported by an efficient warehouse distribution model. The Hostess business will be immediately accretive to operating margins, with additional growth through the realization of significant synergies across cost of products sold and SD&A expenses. The Hostess business also will further strengthen the company's cash flow to enable debt repayment and continued dividend growth, which has increased in each of the past 22 consecutive fiscal years. The transaction will be structured as a cash and stock deal, representing a total enterprise value of approximately $5.6 billion. Smucker will acquire all of the outstanding equity of Hostess Brands. Hostess shareholders will receive $34.25 per share, consisting of $30 in cash per share of Hostess stock and Smucker common stock valued at $4.25 per share of Hostess stock. In addition, Smucker will assume and refinance approximately $900 million of Hostess Brands' net debt. The transaction is expected to close in the third quarter of our current fiscal year, which ends April 30, 2024. In summary, the addition of the Hostess Brands is well aligned with our strategy of leading in attractive categories. We are excited about entering the fast-growing sweet baked goods category with Hostess' iconic brands. Smucker's and Hostess have complementary capabilities that will drive further growth and innovation. Smucker's history demonstrates our ability to successfully integrate large acquisitions, and this transaction strengthens our financial profile, increases our conviction on delivering our long-term growth algorithm, and brings significant value to our shareholders. As we look ahead, we are well positioned to deliver on consumer preferences, execute with excellence, and we are confident in sustaining the momentum of our business, all of which are powered by our unique culture and dedicated employees, who I would like to thank for their outstanding contributions. I'll now turn the call over to Tucker to provide additional financial details. Thank you, Mark. Good morning, everyone. I'll conclude our formal comments with an overview of key financial takeaways related to the acquisition and other relevant data points. The total enterprise value of the acquisition is approximately $5.6 billion, which represents a multiple of 17.2x pro forma adjusted EBITDA of approximately $325 million. The post-synergy multiple is 13.2x, including anticipated run rate synergies of $100 million. We anticipate the Hostess business will will contribute net sales of approximately $1.5 billion, with an estimated mid-single-digit% annual growth rate. This growth rate exceeds our current long-term strategic objective of low single-digit% organic net sales growth. Based on estimated earnings for the 12 months ended December 31, 2023, Hostess Brands' EBITDA margin is expected to be approximately 23%, which is accretive to our company's current EBITDA margin. The realization of future synergies will provide an opportunity for greater margin enhancement. Combined pro forma cash from operations is expected to average approximately $1.5 billion over the next few years. This amount of cash generation will allow us to quickly deleverage and maintain a balanced capital deployment approach and a commitment to our current dividend policy. As we look toward the transaction close, we intend to finance the cash and debt portion of the deal with a combination of bank term loan and public bonds. As a result, we project total net debt to increase to approximately $8.6 billion or 4.4 times pro forma adjusted EBITDA following the close of the transaction. We plan to prioritize deleveraging in the near term, and we intend to maintain our investment-grade debt rating metrics. Based on the anticipated capital structure at close, we anticipate reducing our leverage to our strategic goal of 2.5-3 times over the next three fiscal years. Of the total projected synergies of approximately $100 million, half are anticipated to be realized in the fiscal year 2025, with the full annualized amount to be recognized in fiscal year 2026. We anticipate the transaction to close in the third quarter of our current fiscal year. At the completion of the transaction, we will have approximately 106.2 million common shares outstanding, inclusive of approximately 4 million shares issued in the exchange with Hostess shareholders. The transaction's impact on our financial results for the current fiscal year will depend on the actual transaction close date and thus is not included in our current fiscal 2024 guidance. We will update our fiscal 2024 outlook upon the transaction close. In closing, we are excited to announce this acquisition and believe Hostess Brands and the sweet baked goods category is a great strategic fit for the Smucker Company. Its strong growth profile and margin structure provide compelling financial benefits to our company and strengthens our ability to increase shareholder value. We look forward to welcoming the Hostess employees to our company and to sharing more information in the months ahead. Thank you for your time. We are happy to answer your questions. Thank you. The question and answer session will begin at this time. If you're using a speakerphone, please pick up the handset before pressing any numbers. Should you have a question, please press star one on your telephone keypad. If you wish to withdraw your question, please press star two. For operator assistance, please press star zero. As a reminder, please limit yourselves to two initial questions. You may re-queue, and the company will continue to take questions as time allows. Our first question comes from the line of Andrew Lazar with Barclays. Please proceed with your question. Thanks so much. Good morning, everybody. Morning. Morning. I guess, you know, Hostess, as you mentioned, has done a very good job with this asset the past few years. So I think, you know, some might say there's now sort of less lower-hanging fruit in terms of, you know, white space, in terms of distribution, opportunity and such. So I guess what I, what I'm curious about is, what do you see as Smucker sort of bringing to the table, if you will, like, specifically on the deal, that gives you sort of confidence in a mid-single digit growth outlook for Hostess going forward? You know, you mentioned center store and sort of mainstream channel expertise. You know, how much further opportunity do you see on this front, you know, with the Hostess brands, given the ACV, I think, is already pretty high, the last time I checked. Hey, Andrew, it's Mark, and thanks for the question. You know, I would say, although this deal came together very quickly, we've been admiring and studying the Hostess business for some time, quite some time, and have had a lot of comfort with the brand. I mean, first of all, as you know very well, our stated strategy is to own iconic brands in growing categories. You know, we've been very clear as we thought about acquisitions and when we get asked by you guys about entering new categories that we're not in, we always have talked about if the category is growing and we're able to look at a brand that is a leader in that category, that generally can be on strategy. So clearly, with the strength of the Hostess brand and then the sub-brands below it, it fits the bill in that sense. But what it does for us is it does expand our access to different daypart occasions. It expands our access to C- stores, as you know, and we just recently launched an Uncrustable that has a 5-day shelf life in C- stores. And so this clearly gives us improved access to C stores because they have developed a very unique model, as you know well. Similarly, both companies have a strong innovation capabilities. We believe that our very focused executional capabilities, both at the store level in our traditional grocery and mass channels, are very strong and can provide for additional growth of these brands. Obviously, you know, we have earned over the last year or so multiple strategic partnerships across, you know, 11 strategic partnerships across our categories with our retail customers. We have great marketing expertise that we think that will continue to fuel the growth of these these brands, and just the fact that it is a highly domestic business, a very North American focus, that that allows us to do so as well. And then, I guess, just maybe one other comment. You know, we think about highly complementary channels, highly complementary capabilities between our two organizations. We also have spent the last few years really reshaping our family of brands and we are very well prepared right now to absorb this acquisition, and with the recent launch of our Transformation Office, very well equipped to have a successful integration. Thanks so much for that, Mark. I appreciate it. And then just a very quick one for Tucker. Is the EPS accretion calculation in year one inclusive of stepped-up amortization? And if not, I guess, would you still expect the deal to be accretive in year one if it incorporated that? Thanks so much. Andrew, good morning. Our definition of adjusted earnings per share excludes amortization. So we would not anticipate amortization associated with this transaction to impact the accretion story. And we do intend on, in year one, a full fiscal year, seeing accretion and seeing even additional accretion in the second year of full year ownership. Thank you. Thank you. Thank you. Our next question comes from the line of Peter Galbo with Bank of America. Please proceed with your question. Hey, hey, guys. Good morning. Morning. Tucker. Morning, Mark. Tucker, maybe just to start, one question that I had, you know, when you went through the pet food divestiture last year or earlier this year, you know, one of the themes or things you talked about was, you know, being able to offset some of the stranded overhead from that divestiture with an acquisition. So maybe you can just talk about how you're thinking, you know, through the model of the sales you're acquiring here, how much of the, I guess, the synergy capture is being used basically to offset the stranded overhead that you have from the most recent divestiture? Yeah, Peter, good morning. So we have announced 100... Excuse me, Peter, I paused due to some static on the line. All good. We can hear you. Okay, great. Thank you, Peter, for the feedback. So we remain confident in the outline of $100 million worth of synergies associated with this transaction. I think the first takeaway we want you to have is, is that we have confidence in achieving that level and a line of sight, maybe beyond the $100 million over time. The second component is, is that the $100 million estimate that we have is all cost synergy focused. It does not include any benefits from revenue opportunities that we see across the combined portfolio. And I wanna acknowledge that this will support our ability to get to a combined infrastructure that will enable us to deliver a $9 billion organization in these compelling categories, and should be a support to addressing any residual stranded overhead. Great. Thanks for that. And then, Mark, I think you mentioned about, you know, the Uncrustables platform and having a five-day shelf life product now. Certainly, this would help you kinda solve the temperature state, you know, differences between the Hostess brand and this brand. But I guess just the broader question is, you know, you spoke even as recently as last week of kinda not wanting to take your eye off the ball on Uncrustables. And just how do you think through, you know, maintaining the focus on really what's been the growth driver for the business now with, you know, obviously, this new portfolio that's coming in? Yeah, Peter, thanks. So on Uncrustables, we will not take our eye off the ball, in any way, shape, or form on Uncrustables. We do have, dedicated teams working on Uncrustables, and our path to $1 billion is predicated on our existing business and plan, so does not include any of the potential upside from revenue, that you hear us talking today. So, rest assured, we will make sure that Uncrustables continues to rise to the top in terms of one of our most important strategic priorities. And the opening or getting the Alabama plant up and running is a key priority. We're on track to do that on the timeframe we've outlined and o f course, we will turn on advertising and continue to drive household penetration as we go through this fiscal year. Great. Thanks very much, guys. Thank you. Our next question comes from the line of Ken Goldman with JPMorgan. Please proceed with your question. Hi, thank you. You know, 8 years ago, Smucker's, you know, levered up to enter a new category in pet food. I don't think it's unreasonable to say that while ultimately, you know, you're happy to be in pet today, you know, the deal may have fallen initially a little short of expectations. Correct me if you disagree with that. So, you know, I'm hearing some observers today wonder if there aren't some similarities between Big Heart and Hostess, just in terms of what it means for you. And just curious if you could walk us through what learnings you had from Big Heart, good and bad, right, that might inform, you know, at least the integration ahead of this business. Ken, thanks for the questions. Mark, you know, I think the fundamental most important thing here is something that I said a couple of minutes ago, is that we are extremely focused and well-positioned to be able to absorb this business. And given so given the amount of time that we have spent admiring and studying this business and the complementary nature of the business in, obviously, snacks, it gives us a tremendous amount of confidence. I mean, again, this level of focus that we have, the clarity around what capabilities we need to continue to win, both with our existing portfolio as well as this business, are very clear. And so we would hope that investors come away with the same level of confidence, remembering that we have done quite a few very successful transactions and integrations. Again, the transformation office that Amy leads as well is going to be key to our success here. And the financials are great. I mean, if you think about, we don't foresee this growth trajectory that the Hostess team has built slowing down. I mean, it really is a strong business, great capabilities. Obviously, you know, we've learned from some of our missteps over time, and the synergies that exist here are both top and bottom line. So we really feel confident this time that we're gonna knock it out of the park. Mark, can I ask a follow-up on that? You mentioned that, you know, you don't see the growth rate, the mid-single digit growth rate that they've had slowing down. It kinda has slowed down already. You know, some of it is noise and some of it is, you know, competition coming in that wasn't necessarily there the year prior. But, you know, you mentioned that you expect a mid-single digit growth rate ahead. You know, what gives you the confidence that this business, which I think is, you know, indulgent snacks, is a great place to be, no doubt, but that it can really support a mid-single digit growth rate for a long period of time, given that it's mainly domestic and somewhat more of a mature brand at this point? Yeah, Ken, I go back to kind of my earlier comments. They have demonstrated a very strong capability of fast-paced innovation. They brought a lot of, you know, new capabilities to bear as it relates to that. They continue to bring new news to the category. And as we look forward and just think about all of the drivers for snacking and the fact that consumers, although snacking takes many forms, whether that's protein-based snacking, fruits and vegetables, and in this case, sweet baked goods, there is a place for all of those. And so consumers will continue to seek and reward themselves with these products. So we just have a high degree of confidence, Ken. Thank you. Thank you. Thank you. Our next question comes from the line of Pamela Kaufman with Morgan Stanley. Please proceed with your question. Hi, good morning. Morning. So I was wondering if you've considered the impact to Hostess from the growth in GLP-1 anti-obesity drugs. Our work shows that Hostess has greater exposure to consumers who are more likely to qualify for these drugs, and consumers taking anti-obesity drugs report cutting back to a larger degree on their consumption of sweet snacks. So obviously, this is something that's more of a longer-term dynamic, but just curious if this is something that you've considered. Yeah, Pam, I guess I would go back to my previous answer, you know, again, there are multiple ways that consumers will continue to snack. We, as we studied this, continue to have great confidence in our ability to bring our capabilities to bear and leverage the great capabilities that Hostess has built. Given that consumers are going to continue to seek all different types of snacks, and sweet snacks are going to continue to be, you know, on the radar, we view that our projections here are sound. Okay, thanks. And then can you just talk about how you think about the competitive landscape within sweet snacks? You know, it seems like some of the larger players in snacking are looking to expand into this category. And more recently, Hostess has faced some increased competitive pressure within the category. So how are you thinking about the competitive dynamics? Yeah, you know, the category is unique in terms of in traditional grocery, where it sits in the store. It plays in a little bit different space. Sometimes these products can be found in the produce section, in the bread section, and then in convenience stores, the penetration at convenience stores and Hostess' ability to flex and be agile as it relates to how they display the products, continues to give us a lot of confidence. And, you know, there is a. It is a relatively unique competitive set, but I also think one of the strong advantages that they have is this warehouse distribution model that they've built, continues to provide a competitive edge. Great. Thank you. Thank you. Our next question comes from the line of Jason English with Goldman Sachs. Please proceed with your question. Hey, good morning, folks. Good morning. Thanks for spotting me in. Obviously, a lot of questions coming out, your mid-single-digit growth outlook. Can you unpack what you're expecting in terms of volume and mix for that outlook both for this business and the category? Yeah, Jason, we have the opportunity to sort of study the Hostess portfolio, and we remain confident in delivering, you know, the mid-single digit top line growth. And that's really coming from a balance of advancing distribution in their existing channels. It's acknowledging the strength of brand and relevance, along with bringing innovation and serving the various day parts of the day, where they have the right to win in their architecture. And so we see this very much as continued, you know, volume mix benefits. And obviously, you know, where and when appropriate, any net revenue optimization opportunities we would contemplate as well. But again, it's just a great category. It's a very strong brand, and it really steps in and fills out these consumer occasions that provides convenience and opportunity. That, that comment on advancing the distribution, maybe we can unpack that a little bit more. Where do you see the opportunities to expand their distribution? And conversely, what are the opportunities you see to take some of your brands and maybe you and build on where they're strong, and what's preventing you in the past from doing that? You know, Jason, we, we realize that they have some unique capabilities in the C-store channel and also in the way they present themselves in traditional mass retail. We want to be able to continue to support that growth within their infrastructure and network. We also see the advantage of their distribution. We see the opportunity for research and development innovation. So where their strength is, is our opportunity. So their strength and convenience in the perimeter of the store provides an opportunity for our brands and products. Conversely, we have very strong center of store execution in the aisle, and that's an opportunity for us to support the Hostess portfolio with our execution. And so we see tremendous opportunities to preserve the capabilities that each one of us have built, while realizing the opportunity to integrate our two companies, but also acknowledging that there's significant opportunity for growth and development together. Understood. And it looks like that in-store execution is really afforded by the broker network, at least looking at their presentation, they highlight that as a key strength. Is that broker relationship different than your current one? And do you expect to... If so, do you expect to maintain two different brokers going forward? You know, Jason, I think we're still assessing the broker network, but what we need to do is make sure that we preserve the best of both organizations and how we go to market and provide product to our retailers and consumers. Okay, thank you. Thank you. Our next question comes from the line of Robert Moskow with TD Cowen. Please proceed with your question. Hi, thanks for the question. Mark, I was hoping you could kind of take a step back and just, in your assessment, what are the keys to success in a baking business like this? And how is it different from what, you know, your keys of success are? And on, similar to that, who do you think will be leading the Hostess vertical within your business? Would you put someone from Smucker in charge, or would you try to preserve the management oversight, at least initially? Because I remember with Big Heart, you know, I thought that that was one of the thinking of learnings, is that I think Big Heart probably was better off being run by someone with experience in pet food. Can you tell us how you think about that? Rob, good morning. Maybe I'll start with the first part of the question, and then the second part of the question, we'll leave to Mark. But, you know, what we're learning about the Hostess organization and the brands and the capabilities is, it's a very iconic brand that has a storied history. But over the last 10 years, they have really had successful execution against their strategic framework. And where we've seen that execution is not only in channels, but in manufacturing and also in distribution. But what we've also realized is, research and development or innovation is important, and it's just as much a science to this innovation as it is an art when you consider baking and baking products. And so what we've learned is, it's very much food science, but it's also a bit of culinary creation in order to bring sweetness and delight to the consumer, while providing, you know, variety and opportunity across all formats and channels that they currently serve. Rob, it's Mark. Just in your question about management, you know, we do believe that they have some unique capabilities, and you know, we are at the very early stages of integration planning, so I can't answer your question specifically. However, we know that Hostess has some great talent, and we want to preserve a lot of that great talent as we think about what integration looks like. And we will be, you know, communicating at a later date how we think we're gonna manage the business, but we're working actively on those ideas right now. Rob, many questions have come through the call today around our confidence and conviction in acquisitions, and we believe that we have the right strategic intent and rationale here, starting with category and brand, and we also have the right synergy and integration outlook. What we've learned over time through M&A is you have to be in the right category with the right portfolio. Hostess absolutely demonstrates that. But what we also have to do is, we need to ensure that we integrate with success, we maintain capabilities and competencies, and we put the right people in the right positions, and we do this quickly. So in the coming weeks and months, as we work toward the transaction closing, to Mark's point, we'll finalize our integration approach, but this will be a key success for us. We've also put together our transformation office to help us lead us through the journey of realizing the benefits for the core J.M. Smucker Company across cost and productivity, but also the transformation office enables us to realize synergies and to integrate the business successfully. Really appreciate it. Thank you. Thank you. Ladies and gentlemen, this concludes our question and answer session. I'll turn the floor back to Mr. Smucker for any final comments. Thank you, and thank you all for your time and joining us this morning on very short notice, and we really look forward to talking with you again at our second quarter earnings call in November, and just appreciate your time and attention today. Everyone, have a great day. Thank you. This concludes today's conference call. You may disconnect your lines at this time. Thank you for your participation.