Davis Polk advised Dean Foods Company on the sale of substantially all of Dean Foods’s assets and business operations pursuant to Section 363 of the Bankruptcy Code to six third party acquirers, including Dairy Farmers of America (“DFA”). Pursuant to an asset purchase agreement executed between Dean Foods and DFA following entry of a sale order by the United States Bankruptcy Court for the Southern District of Texas, DFA acquired 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. In addition, pursuant to asset purchase agreements between Dean Foods and acquirers Prairie Farms Dairy, MGD Acquisitions, Producers Dairy, Mana Saves McArthur and Harmoni, Inc., respectively, Dean Foods consummated sale transactions whereby such parties acquired a total of 11 of Dean Foods’s fluid and frozen facilities and associated assets not acquired by DFA and Dean Foods’s Uncle Matt’s organic juices business. Each sale transaction closed between April 30, 2020 and May 5, 2020.  

Prior to the closings, Dean Foods was 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 included 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 is made up of 14,000 diverse family farmers from across the country and is the largest U.S. dairy-farming cooperative by membership, and markets nearly one-third of milk in the United States.

The Davis Polk restructuring and corporate team included partners Brian M. Resnick, Louis L. Goldberg and Harold Birnbaum, counsel Steven Z. Szanzer and associates Thomas D. Malinowsky and Nate Sokol. Partner Arthur J. Burke provided antitrust and competition advice. Partner Hilary Dengel provided finance advice. The executive compensation team included partner Jeffrey P. Crandall. Litigation partner Elliot Moskowitz provided advice with respect to labor and other litigation matters. All members of the Davis Polk team are based in the New York office.

Evercore is serving as Dean Foods’ investment banker and Alvarez & Marsal North America is providing financial advice in connection with the proposed transaction and ongoing bankruptcy cases.

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