On Nov. 12, Dean Foods Co. said it and substantially all of its subsidiaries initiated voluntary Chapter 11 reorganization proceedings in the Southern District of Texas. Dallas-based Dean Foods said it intends to use this process to protect and support its ongoing business operations and address debt and unfunded pension obligations while it works toward an orderly and efficient sale of the company.
Dean Foods also announced that it is engaged in advanced discussions with Kansas City, Kan.-based Dairy Farmers of America Inc. (DFA) regarding a potential sale of substantially all assets of the company. If the parties ultimately reach agreement on the terms of a sale, the transaction would be subject to regulatory approval and would be subject to higher or otherwise better offers in the bankruptcy.
Dean Foods said it is operating in the ordinary course of business and remains focused on providing its customers with wholesome, great-tasting dairy products and the highest levels of quality, service and value. It received a commitment of approximately $850 million in debtor-in-possession (DIP) financing from certain of its existing lenders, led by Rabobank.
Following court approval, Dean Foods said it expects to use the DIP financing, together with cash on hand and operating cash flows, to support its continued operation throughout this process, including payment of employee wages and benefits without interruption and payment to suppliers and vendors in full under normal terms for goods and services provided on or after the filing date.
"The actions we are announcing today are designed to enable us to continue serving our customers and operating as normal as we work toward the sale of our business," said Eric Beringause, who recently joined Dean Foods as president and CEO. "We have a strong operational footprint and distribution network, a robust portfolio of leading national brands and extensive private label capabilities, all supported by approximately 15,000 dedicated employees around the country.
“Despite our best efforts to make our business more agile and cost-efficient, we continue to be impacted by a challenging operating environment marked by continuing declines in consumer milk consumption,” he continued. “Importantly, we are continuing to provide customers with an uninterrupted supply of high-quality dairy products, as well as supporting our dairy suppliers and other partners.
"Since joining the company just over three months ago, I've taken a hard look at our challenges, as well as our opportunities, and truly believe we are taking the best path forward,” Beringause added. “In recent months, we have put in place a new senior management team that not only has considerable experience in the dairy and consumer product industries, but also in executing major turnarounds. I am confident we have the right people in place to lead us through this process. I want to thank all Dean Foods employees for their continued commitment to our customers, our partners and our company. I also want to thank our suppliers and other business partners for their cooperation and our customers for their continued support."
In conjunction with the court-supervised process, Dean Foods filed a number of customary motions seeking court authorization to continue to support its business operations. The company said it expects to receive court approval for all of these requests. It also intends to file bidding procedures with the court to conduct a sale in accordance with Section 363 of the U.S. Bankruptcy Code and work with its creditors to explore a potential stand-alone plan of reorganization.
Additional information is available on the restructuring page of the company's website, www.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 Corporate Restructuring, LLC, at https://dm.epiq11.com/SouthernFoods, or by calling Epiq representatives toll-free at 1-833-935‐1362 or 1-503-597-7660 for calls originating outside of the United States.
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, Dean Foods said.
In light of the bankruptcy filing, Dean Foods said it cancelled its quarterly earnings call, which was scheduled to take place Nov. 12 at 9:00 a.m. Eastern time.