DALLAS, November 12, 2019 / PRNewswire / – Dean Foods Company (NYSE: DF) (“Dean Foods” or the “Company”) today announced that it and substantially all of its subsidiaries have entered into a voluntary reorganization process at title of chapter 11 in the southern district of Texas. The Company intends to use this process to protect and support its ongoing business operations and settle debt and unfunded pension obligations while working towards an orderly and efficient sale of the Company.
Dean Foods also announced that it is in advanced discussions with Dairy Farmers of America, Inc. (“DFA”) regarding a potential sale of substantially all of the Company’s assets. If the parties ultimately come to an agreement on the terms of a sale, that transaction would be subject to regulatory approval and subject to higher or otherwise better bids in the event of bankruptcy.
Dean Foods operates in the normal course of business and remains focused on providing its customers with healthy and tasty dairy products and the highest levels of quality, service and value. The Company has received a commitment of approximately $ 850 million in debtor-in-charge financing (“DIP”) with some of its existing lenders, led by Rabobank. Following court approval, the Company plans to use DIP funding, along with available cash and operating cash flow, to support its continued operations throughout this process, including the payment of salaries. and uninterrupted employee benefits and full payment to suppliers and vendors under normal terms for products and services provided from the date of filing.
“The actions we are announcing today are designed to allow us to continue to serve our customers and operate normally as we work to sell our business,” said Eric Beringause, who recently joined Dean Foods as President and CEO. “We have a strong operational footprint and distribution network, a strong portfolio of leading national brands and extensive private label capabilities, all supported by approximately 15,000 dedicated employees across the country. Despite our best efforts to make our business more agile and profitable, we continue to be affected by a difficult operating environment marked by a continued decline in consumer milk consumption. Most importantly, we continue to provide our customers with an uninterrupted supply of high quality dairy products, as well as support our dairy suppliers and other partners.
Mr. Beringause continued, “Since joining the company just over three months ago, I have carefully considered our challenges, as well as our opportunities, and I truly believe that we are taking the best path forward. to follow. In recent months, we have put in place a new management team that has not only considerable experience in the dairy and consumer industries, but also in executing major turnarounds. I am confident that we have the right people in place to guide us through this process. I would like to thank all Dean Foods employees for their continued commitment to our customers, partners and our business. I would also like to thank our suppliers and other business partners for their cooperation and our customers for their continued support.
Along with the process overseen by the court, Dean Foods has filed a number of customary motions seeking permission from the court to continue supporting its business operations. The Company expects to receive court approval for all such claims. The Company also intends to file tender proceedings with the court in order to complete a sale in accordance with Section 363 of the United States Bankruptcy Code and to work with its creditors to explore a possible reorganization plan. autonomous.
Additional information is available on the restructuring page of the Company’s website, www.DeanFoodsRestructuring.com. In addition, court documents and other procedural information are available on a separate website administered by the Company’s claims agent, Epiq Corporate Restructuring, LLC, at https://dm.epiq11.com/SouthernFoods, or by calling Epiq representatives toll free 1-833-935-1362 or 1-503-597-7660 for calls from outside the United States
Davis polk & Wardwell LLP and Norton Rose Fulbright act as legal advisers to the Company, Evercore as investment banker and Alvarez & Marsal as financial advisor.
In light of the bankruptcy filing, the Company canceled its quarterly earnings call, which was scheduled to take place today at 9:00 a.m. Eastern Time.
About Dean Foods
Dean Foods is a leading food and beverage company and the largest processor and direct distributor of fresh fluid milk and other dairy and dairy products in United States. Based at Dallas, Texas, the Dean Foods portfolio includes DairyPure®, the country’s first and largest national brand of fresh white milk, and TruMoo®, the leading national brand of flavored milk, as well as well-known regional dairy brands such as Alta Dena® , Berkeley Farms®, Country Fresh®, Dean’s®, Friendly’s®, Garelick Farms®, milk and cultured products LAND O LAKES® *, Lehigh Valley Dairy Farms®, Mayfield®, McArthur®, Meadow Gold®, Oak Farms®, PET® **, TG Lee®, Tuscan® and more. Dean Foods also has a joint venture with Organic Valley®, distributing fresh organic produce to local retailers. In total, Dean Foods owns more than 50 national, regional and local dairy brands as well as private labels. Dean Foods also manufactures 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 supplier of healthy and tasty dairy products at every opportunity. For more information on Dean Foods and its brands, visit www.deanfoods.com.
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 fact, included in this press release that relate to activities, events or developments that the Company expects, believes, targets or forecasts will occur or may occur in the future are forward-looking statements. The actual results of the Company may differ materially from those anticipated in these forward-looking statements due to certain risks and other factors, which could include the following: risks and uncertainties relating to the cases of Chapter 11 of the Company (the “case of Chapter 11 ”), including, but not limited to, the ability of the Company to obtain bankruptcy court approval with respect to the petitions in the Chapter 11 matter, the ability of the Company to complete the planned sale of the business in accordance with the Chapter 11 matter and, if consumed, obtain an adequate price, the effects of the Chapter 11 matter on the company and on the interests of various constituents, bankruptcy court decisions 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 claims in the case of the chapitr e 11, potential negative effects of the Chapter 11 matter on the liquidity of the company or the results of operations the increased legal and other professional costs necessary for the execution of the reorganization of the Company; the conditions to which the debtor-in-hand financing of the Company is subject and the risk that these conditions may not be met for various reasons, including for reasons beyond the control of the Company; the consequences of the acceleration of our debts; as well as other risk factors set out in the company’s annual report on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. Further, there can be no assurance that Dean and DFA will ultimately come to an agreement, that the sale will receive regulatory approval, or that the sale will be completed successfully. The Company therefore cautions readers against relying on these forward-looking statements. All forward-looking statements attributable to the Company or to persons acting on behalf of the Company are expressly qualified in their entirety by the foregoing cautionary statements. The Company expressly disclaims any obligation or commitment to publicly post any update or revision to such statements to reflect any change in its expectations in this regard or any change in the events, conditions or circumstances upon which such statement is based, unless required by law.
Michel freitag / Aura Reinhard / Viveca braid
Joële frank, Wilkinson Brimmer Katcher
SOURCE Dean Foods Company