Dairy Farmers of America to Serve as Proposed
“Stalking Horse Bidder” in a Court-Supervised Sale Process for the
Assets of Dean Foods
Dean Foods Company (“Dean Foods” or the
“Company”) today 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 Chief Executive Officer of Dean Foods.
Mr. Beringause continued, “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 at 2:00 p.m. (prevailing Central Time), 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 3:00 p.m.
(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 3:00 p.m. (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 3:00 p.m. (prevailing
Central Time). Interested parties should contact Mr. John Kimm at
john.kimm@evercore.com or 1-212-849-3436. If qualified bids are
submitted, an auction would be held commencing on April 20, 2020 at
10:00 a.m. (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, DeanFoodsRestructuring.com. 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, at
https://dm.epiq11.com/case/southernfoods/dockets, or by calling
Epiq representatives toll-free at 1-833-935-1362 or 1-503-597-7660
for calls originating outside of the U.S.
A list of entities included and excluded from the Dean Foods –
DFA asset purchase agreement is available at
DeanFoodsRestructuring.com.
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.
About Dean Foods
Dean Foods is a leading food and beverage company and the
largest processor and direct-to-store distributor of fresh fluid
milk and other dairy and dairy case products in the United States.
Headquartered in Dallas, Texas, the Dean Foods portfolio includes
DairyPure®, the country's first and largest fresh, national white
milk brand, and TruMoo®, the leading national flavored milk brand,
along with well-known regional dairy brands such as Alta Dena®,
Berkeley Farms®, Country Fresh®, Dean's®, Friendly's®, Garelick
Farms®, LAND O LAKES®* milk and cultured products, Lehigh Valley
Dairy Farms®, Mayfield®, McArthur®, Meadow Gold®, Oak Farms®,
PET®**, T.G. Lee®, Tuscan® and more. Dean Foods also has a joint
venture with Organic Valley®, distributing fresh organic products
to local retailers. In all, Dean Foods has more than 50 national,
regional and local dairy brands as well as private labels. Dean
Foods also makes and distributes ice cream, cultured products,
juices, teas, and bottled water. Approximately 15,000 employees
across the country work every day to make Dean Foods the most
admired and trusted provider of wholesome, great-tasting dairy
products at every occasion. For more information about Dean Foods
and its brands, visit www.deanfoods.com.
*The LAND O LAKES brand is owned by Land O’Lakes, Inc. and is
used by license.
**PET is a trademark used by license.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements, other than statements of historical facts,
included in this release that address activities, events or
developments that the Company expects, believes, targets or
anticipates will or may occur in the future are forward-looking
statements. The Company's actual results may differ materially from
those anticipated in these forward-looking statements as a result
of certain risks and other factors, which could include the
following: risks and uncertainties relating to the Company's
Chapter 11 cases (the "Chapter 11 Case"), including but not limited
to, the Company's ability to obtain bankruptcy court approval with
respect to motions in the Chapter 11 Case, the Company's ability to
consummate the planned sale of the business pursuant to the Chapter
11 Case and, if consummated, to obtain an adequate price, the
effects of the Chapter 11 Case on the Company and on the interests
of various constituents, bankruptcy court rulings in the Chapter 11
Case and the outcome of the Chapter 11 Case in general, the length
of time the Company will operate under the Chapter 11 Case, risks
associated with third-party motions in the Chapter 11 Case, the
potential adverse effects of the Chapter 11 Case on the Company's
liquidity or results of operations and increased legal and other
professional costs necessary to execute the Company's
reorganization; the conditions to which the Company's
debtor-in-possession financing is subject and the risk that these
conditions may not be satisfied for various reasons, including for
reasons outside of the Company's control; the consequences of the
acceleration of our debt obligations; as well as other risk factors
set forth in the Company's Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q filed with the Securities and Exchange
Commission. Additionally, there can be no assurances that the sale
of assets to DFA will receive regulatory approval or that the sale
will be successfully consummated. The Company therefore cautions
readers against relying on these forward-looking statements. All
forward-looking statements attributable to the Company or persons
acting on the Company's behalf are expressly qualified in their
entirety by the foregoing cautionary statements. The Company
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any such statements to reflect
any change in its expectations with regard thereto or any changes
in the events, conditions or circumstances on which any such
statement is based except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200217005332/en/
Investor Relations +1 214-303-3438
Media +1 214-721-7766 media@deanfoods.com
Michael Freitag / Viveca Tress / Lucas Pers Joele Frank,
Wilkinson Brimmer Katcher +1 212-355-4449
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