secwatch / observer
8-K filed November 7, 2023, 6:59 PM ET CIK 0001644406
M&A confidence high sentiment neutral materiality 1.00

Hostess Brands, Inc.: M&A transaction — Hostess Brands completes acquisition by Smucker; shares converted to $30 cash plus 0.03002 Smucker shares

Hostess Brands, Inc.

item 2.01item 3.01item 3.03item 5.01item 5.02item 5.03item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Robert C. Weber

Executive Officer
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company.
Departed

Darryl P. Riley

Executive Officer
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company.
Departed

Gretchen R. Crist

Director
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
Appointed

Tucker H. Marshall

Chief Financial Officer
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
As of the Effective Time, in accordance with the Merger Agreement, John P. Brase as President, Jeannette L. Knudsen as Chief Legal Officer and Secretary, Tucker H. Marshall as Chief Financial Officer, Nadeem S. Ali as Vice President and Treasurer, and Peter O. Farah as Vice President and Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company.
Departed

Andrew P. Callahan

Director
Hostess Brands, Inc.
Effective
2023-11-07
Successor
Jeannette L. Knudsen
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
Departed

Olu Beck

Director
Hostess Brands, Inc.
Effective
2023-11-07
Successor
Tucker H. Marshall
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
Appointed

John P. Brase

President
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
As of the Effective Time, in accordance with the Merger Agreement, John P. Brase as President, Jeannette L. Knudsen as Chief Legal Officer and Secretary, Tucker H. Marshall as Chief Financial Officer, Nadeem S. Ali as Vice President and Treasurer, and Peter O. Farah as Vice President and Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company.
Departed

Adrian A. Poretti

Executive Officer
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company.
Departed

Ioannis Skoufalos

Director
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
Appointed

Jeannette L. Knudsen

Chief Legal Officer and Secretary
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
As of the Effective Time, in accordance with the Merger Agreement, John P. Brase as President, Jeannette L. Knudsen as Chief Legal Officer and Secretary, Tucker H. Marshall as Chief Financial Officer, Nadeem S. Ali as Vice President and Treasurer, and Peter O. Farah as Vice President and Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company.
Departed

Rachel P. Cullen

Director
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
Departed

Arist R. Mastorides

Executive Officer
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company.
Departed

Craig D. Steeneck

Director
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
Appointed

Peter O. Farah

Vice President and Assistant Secretary
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
As of the Effective Time, in accordance with the Merger Agreement, John P. Brase as President, Jeannette L. Knudsen as Chief Legal Officer and Secretary, Tucker H. Marshall as Chief Financial Officer, Nadeem S. Ali as Vice President and Treasurer, and Peter O. Farah as Vice President and Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company.
Departed

Travis E. Leonard

Executive Officer
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company.
Departed

Daniel J. O’Leary

Executive Officer
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company.
Appointed

Nadeem S. Ali

Vice President and Treasurer
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
As of the Effective Time, in accordance with the Merger Agreement, John P. Brase as President, Jeannette L. Knudsen as Chief Legal Officer and Secretary, Tucker H. Marshall as Chief Financial Officer, Nadeem S. Ali as Vice President and Treasurer, and Peter O. Farah as Vice President and Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company.
Departed

Hugh G. Dineen

Director
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
Departed

Laurence Bodner

Director
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
Departed

Jerry D. Kaminski

Director
Hostess Brands, Inc.
Effective
2023-11-07
Successor
John P. Brase
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
Departed

Andrew P. Callahan

President and Chief Executive Officer
Hostess Brands, Inc.
Effective
2023-11-07
Successor
John P. Brase
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company.
Departed

Jolyn J. Sebree

Executive Officer
Hostess Brands, Inc.
Effective
2023-11-07
Filed
November 7, 2023, 6:59 PM ET
at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Robert C. Weber departed as Executive Officer at Hostess Brands, Inc..

Action
replaced
Role
Executive Officer
Exact text from the filing
at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Darryl P. Riley departed as Executive Officer at Hostess Brands, Inc..

Action
replaced
Role
Executive Officer
Exact text from the filing
at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Gretchen R. Crist resigned as Director at Hostess Brands, Inc..

Action
resigned
Role
Director
Exact text from the filing
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Tucker H. Marshall was appointed as Chief Financial Officer at Hostess Brands, Inc..

Action
became director and Chief Financial Officer
Role
Chief Financial Officer
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, John P. Brase as President, Jeannette L. Knudsen as Chief Legal Officer and Secretary, Tucker H. Marshall as Chief Financial Officer, Nadeem S. Ali as Vice President and Treasurer, and Peter O. Farah as Vice President and Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Andrew P. Callahan resigned as Director at Hostess Brands, Inc..

Action
resigned
Role
Director
Exact text from the filing
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Olu Beck resigned as Director at Hostess Brands, Inc..

Action
resigned
Role
Director
Exact text from the filing
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

John P. Brase was appointed as President at Hostess Brands, Inc..

Action
became director and President
Role
President
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, John P. Brase as President, Jeannette L. Knudsen as Chief Legal Officer and Secretary, Tucker H. Marshall as Chief Financial Officer, Nadeem S. Ali as Vice President and Treasurer, and Peter O. Farah as Vice President and Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Adrian A. Poretti departed as Executive Officer at Hostess Brands, Inc..

Action
replaced
Role
Executive Officer
Exact text from the filing
at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Ioannis Skoufalos resigned as Director at Hostess Brands, Inc..

Action
resigned
Role
Director
Exact text from the filing
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jeannette L. Knudsen was appointed as Chief Legal Officer and Secretary at Hostess Brands, Inc..

Action
became director, Chief Legal Officer and Secretary
Role
Chief Legal Officer and Secretary
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, John P. Brase as President, Jeannette L. Knudsen as Chief Legal Officer and Secretary, Tucker H. Marshall as Chief Financial Officer, Nadeem S. Ali as Vice President and Treasurer, and Peter O. Farah as Vice President and Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Rachel P. Cullen resigned as Director at Hostess Brands, Inc..

Action
resigned
Role
Director
Exact text from the filing
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Arist R. Mastorides departed as Executive Officer at Hostess Brands, Inc..

Action
replaced
Role
Executive Officer
Exact text from the filing
at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Craig D. Steeneck resigned as Director at Hostess Brands, Inc..

Action
resigned
Role
Director
Exact text from the filing
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Peter O. Farah was appointed as Vice President and Assistant Secretary at Hostess Brands, Inc..

Action
appointed Vice President and Assistant Secretary
Role
Vice President and Assistant Secretary
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, John P. Brase as President, Jeannette L. Knudsen as Chief Legal Officer and Secretary, Tucker H. Marshall as Chief Financial Officer, Nadeem S. Ali as Vice President and Treasurer, and Peter O. Farah as Vice President and Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Travis E. Leonard departed as Executive Officer at Hostess Brands, Inc..

Action
replaced
Role
Executive Officer
Exact text from the filing
at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Daniel J. O’Leary departed as Executive Officer at Hostess Brands, Inc..

Action
replaced
Role
Executive Officer
Exact text from the filing
at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Nadeem S. Ali was appointed as Vice President and Treasurer at Hostess Brands, Inc..

Action
appointed Vice President and Treasurer
Role
Vice President and Treasurer
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, John P. Brase as President, Jeannette L. Knudsen as Chief Legal Officer and Secretary, Tucker H. Marshall as Chief Financial Officer, Nadeem S. Ali as Vice President and Treasurer, and Peter O. Farah as Vice President and Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Hugh G. Dineen resigned as Director at Hostess Brands, Inc..

Action
resigned
Role
Director
Exact text from the filing
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Laurence Bodner resigned as Director at Hostess Brands, Inc..

Action
resigned
Role
Director
Exact text from the filing
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jerry D. Kaminski resigned as Director at Hostess Brands, Inc..

Action
resigned
Role
Director
Exact text from the filing
at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Andrew P. Callahan resigned as President and Chief Executive Officer at Hostess Brands, Inc..

Action
resigned
Role
President and Chief Executive Officer
Exact text from the filing
at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jolyn J. Sebree departed as Executive Officer at Hostess Brands, Inc..

Action
replaced
Role
Executive Officer
Exact text from the filing
at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Hostess Brands, Inc. underwent a change of control involving The J. M. Smucker Company for $30.00 in cash and 0.03002 Smucker common shares (closed 2023-11-07).

Action
change of control
Counterparty
The J. M. Smucker Company
Consideration
$30.00 in cash and 0.03002 Smucker common shares
Closing
2023-11-07
Exact text from the filing
and all of the issued and outstanding shares (the “Shares”) of Class A Common Stock, par value $0.0001 per share (the “Company Common Stock”), of the Company in exchange for (i) $30.00 in cash (the “Cash Consideration”) and (ii) 0.03002 Smucker common shares, no par value (together with the Cash Consideration, the “Offer Consideration”), plus cash in lieu of
View on SEC.gov

15 m&a transactions filed in the last 30 days. Browse all m&a transactions →

Source: SEC EDGAR
accession 0001193125-23-272309
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