UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 715, 2020 (May 1, 2020)

DEAN FOODS COMPANY

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-12755

75-2559681

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2711 North Haskell Ave., Suite 3400

Dallas, TX

75204

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (214) 303-3400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 21.01 ~~Completion~~Entry ofinto ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets~~Agreement.

On November 12, 2019, Dean Foods Company, a company organized under the laws of the State of Delaware (the “Company”), and certain of its subsidiaries (together with the Company, the “Debtors”) each filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors’ chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered under the caption In re Southern Foods Groups, LLC, et al., Case No. 19-36313 DRJ (jointly administered) (the “Chapter 11 Cases”).

~~After~~As anpreviously ~~exhaustive marketing~~reported, ~~and~~on ~~sale~~November 14, ~~process~~2019, the ~~Bankruptcy~~Company ~~Court~~entered ~~approved~~into ~~seven~~the ~~sale~~Senior ~~transactions~~Secured ~~(the~~Superpriority ~~“Sale~~Debtor-in-Possession ~~Transactions”)~~Credit ~~with~~Agreement, ~~six different~~among ~~buyers~~the ~~for~~Company, ~~substantially~~as borrower, ~~all~~the oflenders ~~the~~from ~~Debtors’~~time ~~assets.~~to ~~The~~time ~~Sale~~party ~~Transactions~~thereto ~~included~~(the ~~sales~~“DIP ~~with~~Lenders”) and ~~for~~Coöperatieve ~~the~~Rabobank ~~following:~~U.A., New ~~Dairy~~York ~~Farmers~~Branch, ofas ~~America~~administrative ~~Inc.~~agent ~~(“DFA”),~~and ~~acquiring~~collateral 44agent ~~plants;~~for ~~Prairie~~the ~~Farms~~DIP ~~Dairy,~~Lenders ~~Inc.~~(as ~~acquiring~~amended ~~eight~~by ~~plants;~~the ~~Mana Saves~~first ~~McArthur~~amendment, ~~LLC~~dated ~~acquiring~~as ~~the~~of ~~Miami~~February 10, ~~Florida~~2020 ~~plant;~~and ~~Producers~~the ~~Dairy~~second ~~Foods~~amendment, ~~Inc.~~dated ~~acquiring~~as ~~the~~of ~~Reno~~March 27, ~~Nevada~~2020, ~~plant and~~ the “~~Berkeley Farms”~~DIP ~~trademark~~Credit Agreement”, and ~~related~~the ~~intellectual~~facility ~~property; Harmoni~~governed thereby, ~~Inc~~the “DIP Facility”). ~~acquiring~~On ~~all~~November ~~assets~~14, ~~rights~~2019, the Debtors also amended and ~~properties~~restated inthat ~~connection~~certain Amended and ~~with~~Restated ~~the~~Receivables ~~“Uncle~~Purchase ~~Matt’s~~Agreement, ~~Organic”~~by ~~branded~~and ~~juice~~among ~~products~~Dairy ~~and~~Group ~~popsicles;~~Receivables L.P. and ~~MGD~~Dairy ~~Acquisition~~Group Receivables II, ~~LLC~~L.P., ~~acquiring~~as ~~the~~sellers, ~~Hilo~~the ~~facility~~servicers party thereto, the companies and ~~related~~financial ~~distribution~~institutions ~~branches~~party onthereto (the ~~Big~~“Securitization ~~Island~~Purchasers”) and Coöperatieve Rabobank U.A., ~~Kauai~~New ~~and~~York ~~Maui~~Branch, as ~~well~~agent asfor the ~~use~~Securitization ofPurchasers ~~the~~(as ~~Meadow~~amended ~~Gold~~by ~~Hawaii brand~~amendment ~~name~~no. ~~The~~1, dated ~~Debtors~~as ~~closed~~of ~~all~~December of16, ~~the~~2019, ~~Sale~~amendment ~~Transactions~~no. ~~between~~2, ~~April~~dated 30as of February 10, 2020 and ~~May~~amendment 5no. 3, ~~2020~~dated ~~for~~as anof ~~aggregate~~March ~~sales~~27, ~~price~~2020, ofthe ~~approximately~~“Receivables ~~$545~~Purchase ~~million~~Agreement”, ~~which~~and ~~includes~~the ~~approximately~~facility ~~$104.7~~governed ~~million~~thereby, “Receivables Securitization Facility”) in ~~cure~~order ~~cost~~to ~~obligations~~ensure ~~assumed~~that bycertain ~~DFA,~~liquidity ~~plus~~continues ~~certain~~to be available during the pendency of the Chapter 11 Cases. Furthermore, as ~~other~~previously ~~liabilities~~reported, ~~assumed~~the byBankruptcy ~~purchasers~~Court inapproved seven sale transactions (the ~~respective~~“Sale Transactions”) with six different buyers for substantially all of the Debtors’ assets. The Debtors closed all of the Sale Transactions between April 30, 2020 and May 5, 2020.

~~Following~~In ~~consummation of~~connection with the Sale Transactions, on May 1, 2020, the Company isentered ~~formulating~~into the third amendment to the DIP Credit Agreement (the “Third Amendment”) pursuant to which (x) the DIP Lenders waived certain events of default under the DIP Credit Agreement that would occur as a ~~Chapter~~result 11of ~~plan~~the consummation of ~~liquidation~~the Sale Transactions absent such waivers, (y) certain mandatory prepayments with respect to net cash proceeds from the Sale Transactions were modified (including with respect to the calculation amount of net cash proceeds to from the Sale Transactions to be ~~submitted~~retained by the Company and the timing for ~~Bankruptcy~~such ~~Court~~prepayments) ~~approval~~and (z) the latest maturity date with respect to the loans under the DIP Credit Agreement was modified to July 31, 2020, the effect of which waivers and modifications will facilitate a phased repayment of such obligations with future asset sale proceeds and other anticipated cash receipts prior to the amended scheduled maturity date of July 31, 2020. On May 1, 2020, the Debtors also entered into amendment no. 4 to the Receivables Purchase Agreement (“Amendment No. 4”) pursuant to which the ~~Company~~Securitization ~~anticipates~~Purchasers ~~that~~agreed ~~all~~to ~~outstanding~~a ~~shares~~mechanism for an orderly wind down of ~~its~~the ~~common~~Receivables ~~stock~~Securitization ~~will~~Facility, beincluding ~~cancelled~~a ~~with~~temporary ~~shareholders~~forbearance ~~receiving~~in respect of certain amortization events noexpected ~~distributions~~to ~~thereunder~~occur as a result of the consummation of the Sale Transactions.

~~Item~~The ~~5.02~~foregoing ~~Departure~~descriptions are only a summary of ~~Directors~~the orThird ~~Certain~~Amendment ~~Officers;~~to ~~Election~~the ofDIP ~~Directors;~~Facility ~~Appointment~~and ofAmendment ~~Certain~~No. ~~Officers;~~4 ~~Compensatory~~to ~~Arrangements~~the Receivables Securitization Facility and are qualified in their entirety by reference to the full text of ~~Certain~~the ~~Officers~~Third Amendment and Amendment No. 4, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated by reference herein.

InItem ~~connection with the consummation of the Sale Transactions, between May 1, 2020 and May 6, 2020 each of Janet Hill, J~~9.01 Wayne Mailloux, Helen McCluskey, John R. Muse and B. Craig Owens resigned from the board of directors (the “Board”) of the Company and any committees of the Board on which they served and each of Eric Beringause, David Bernard, Thomas N. Murray, Brian K. Riley, Kristy N. Waterman and Gregory Wolljung resigned from their respective senior management positions with the Company and its subsidiaries. After giving effect to the foregoing resignations, the remaining members of the Board are Chairman Jim L. Turner and Eric Beringause and the remaining members of the Company’s executive management team are Gary W. Rahlfs, Chief Financial ~~Officer~~Statements and ~~Senior Vice President and Jeff Dawson, Chief Accounting Officer and Senior Vice President.~~Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Third Amendment to Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 1, 2020, by and among the Company, as borrower, certain of the other Debtors, the DIP Lenders and Coöperatieve Rabobank U.A., New York Branch, as administrative agent and collateral agent for the DIP Lenders*
10.2		Fourth Amendment to the Receivables Purchase Agreement, dated May 1, 2020, between the Company, Dairy Group Receivables, L.P., Dairy Group Receivables II, L.P. and Coöperatieve Rabobank U.A., New York Branch as agent for the purchasers*
104		Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 715, 2020

DEAN FOODS COMPANY. By: /s/ Gary W. Rahlfs Gary W. Rahlfs Chief Financial Officer and Senior Vice President

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