Dean Foods enters into asset purchase agreement with DFA

By Jim Cornall contact

- Last updated on GMT

If agreed, DFA will acquire 44 of the company’s fluid and frozen facilities and the real estate, inventory, equipment, and all other assets necessary to operate such facilities.
If agreed, DFA will acquire 44 of the company’s fluid and frozen facilities and the real estate, inventory, equipment, and all other assets necessary to operate such facilities.

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Dean Foods Company has announced that it and certain of its subsidiaries have entered into an asset purchase agreement with Dairy Farmers of America (DFA), through which DFA will acquire a substantial portion of Dean Foods’ business operations.

Pursuant to the agreement, if consummated, DFA will acquire 44 of the company’s fluid and frozen facilities and the real estate, inventory, equipment, and all other assets necessary to operate such facilities (the Stalking Horse Assets).

“We have had a relationship with DFA over the past 20 years, and we are confident in their ability to succeed in the current market and serve our customers with the same commitment to quality and service they have come to expect,”​ said Eric Beringause, president and CEO of Dean Foods.

“I would like to thank all Dean Foods employees for their continued commitment to our customers, our partners and our company throughout this process. Their efforts have enabled us to continue providing an uninterrupted supply of high-quality dairy products, as well as support our dairy suppliers, vendors and other partners as we work to determine the best path forward for our business.”

If approved by the Bankruptcy Court at a hearing scheduled for March 12, 2020, DFA will serve as a “stalking horse bidder” for the Stalking Horse Assets in a court-supervised sales process, whereby the agreement with DFA will set the floor for the sale of the Stalking Horse Assets.

Accordingly, the proposed agreement is subject to higher or otherwise better offers, and the company looks forward to working with its bondholders and other potentially interested parties in connection with their bids.

The deadline for interested parties to furnish information to be considered a potential bidder for any or all of the Stalking Horse Assets is currently scheduled for March 31, 2020 at 3pm (prevailing Central Time). Bids may be submitted in the form of an asset purchase or a plan of reorganization.

The company is also in active discussions with parties interested in the plants and assets that are not included in the Stalking Horse Assets. The deadline to furnish information to be considered a potential bidder for the plants and assets that are not subject to the DFA bid is also currently scheduled for March 31, 2020 at 3pm (prevailing Central Time).

The deadline for potential bidders to submit a qualified bid for the Stalking Horse Assets or any of the plants or assets not included in the DFA bid is April 13, 2020 at 3pm (prevailing Central Time).

Interested parties should contact 20wbua.xvzz@rirepber.pbz" target="_self">John Kimm​ or 1-212-849-3436. If qualified bids are submitted, an auction would be held commencing on April 20, 2020 at 10am (prevailing Eastern Time) at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017.

A hearing to approve the sale is proposed to be held on April 27, 2020, subject to the availability of the Bankruptcy Court. In addition to Bankruptcy Court approval, the proposed transaction with DFA is subject to various closing conditions, including antitrust clearance.

Additional information is available on the restructuring page of the Company’s website​, which also includes a list of entities included and excluded from the Dean Foods-DFA purchase agreement. In addition, Court filings and other information related to the proceedings are available on a separate website​ administered by the Company’s claims agent, Epiq Bankruptcy Solutions LLC, or by calling Epiq representatives toll-free at 1-833-935-1362 or 1-503-597-7660 for calls originating outside of the US.

Davis Polk & Wardwell LLP and Norton Rose Fulbright are serving as legal advisors to the Company, Evercore is serving as its investment banker and Alvarez & Marsal is serving as its financial advisor.

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