Davis Polk is advising Dean Foods Company on the acquisition by Dairy Farmers of America of a substantial portion of Dean Foods’s business operations. Pursuant to the agreement, DFA would acquire 44 of the Dean Foods’s fluid and frozen facilities and the real estate, inventory, equipment and all other assets necessary to operate such facilities. The proposed agreement is subject to the approval of the bankruptcy court with jurisdiction over Dean Foods’ pending Chapter 11 cases and certain other closing conditions, including antitrust approval. DFA will serve as the “stalking horse” bidder with respect to the acquired assets at an auction to be conducted under Section 363 of the Bankruptcy Code in the coming months and the proposed sale of the assets to DFA is therefore subject to higher or otherwise better offers. Dean Foods intends to work with its bondholders and other potentially interested parties in connection with their bids.

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. DFA, which is made up of 14,000 diverse family farmers from across the country, supports each of these farms by finding a home for their milk, operating plants to process their milk, investing in new opportunities and more, all designed to bring them value. DFA, the largest U.S. dairy-farming cooperative by membership, markets nearly one-third of milk in the U.S. and operates its own milk-processing plants and dairy facilities.

The Davis Polk restructuring and corporate team includes partners Brian M. Resnick, Louis L. Goldberg and Harold Birnbaum, counsel Steven Z. Szanzer and associates Thomas D. Malinowsky, Cameron Adamson and Nate Sokol. Partner Arthur J. Burke and associate Benjamin M. Miller are providing antitrust and competition advice. Partner Hilary Dengel is providing finance advice. Members of the Davis Polk team are based in the New York and Washington DC offices.

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