Item 1.03. Bankruptcy or Receivership

As previously disclosed, on November 12, 2019 (the "Petition Date"), 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, Houston Division (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 Group, LLC, et al., Case No. 19-36313 DRJ (jointly administered) (the "Chapter 11 Cases"). On March 17, 2021 (the "Confirmation Date"), the Bankruptcy Court entered an order [D.I. 3565] (the "Confirmation Order") approving and confirming the First Amended Joint Chapter 11 Plan of Liquidation of Southern Foods Group, LLC, Dean Foods Company, and Their Debtor Affiliates (as may be amended, supplemented, or modified in accordance with its terms, and including all exhibits, schedules, supplements, appendices, annexes, and attachments thereto, the "Plan"). All capitalized terms used herein but not otherwise defined in this Current Report on Form 8-K have the meanings set forth in the Confirmation Order or the Plan. The Confirmation Order is filed as Exhibit 99.1 to this Current Report on Form 8-K.

The Debtors currently expect to consummate the Plan before the end of the second quarter of 2021 (the "Effective Date"), although no assurances can be given about when the Effective Date shall occur.

The following are conditions precedent to the occurrence of the Effective Date, each of which must be satisfied on or prior to the Effective Date or waived in accordance with the terms of the Plan:

· the Debtors shall have sufficient Cash-on-hand to satisfy any outstanding DIP


   Claims and Securitization Facility Claims in accordance with Articles ?II.A and
   ?II.B, respectively, of the Plan;



· the Debtors shall have satisfied in full their obligations in connection with


   the Settled Administrative Claims Payout;



· the Professional Fee Escrow Account shall have been funded in Cash in full;

· the Liquidating Trust Agreement (as defined below) shall have been executed by


   the parties thereto, the Liquidating Trustee (as defined below) shall have been
   appointed and assumed its rights and responsibilities under the Plan and the
   Liquidating Trust Agreement, as applicable, and the Liquidating Trust (as
   defined below) shall have been established in accordance with the terms of the
   Liquidating Trust Agreement; and



· all documents and agreements necessary to implement the Plan, including the


   Plan Supplement, shall be in form and substance reasonably acceptable to the
   Debtors and the Creditors' Committee and shall have been executed.



There can be no assurances that the Debtors will satisfy these condition and emerge from the Chapter 11 Cases within the Debtors' anticipated timeframe.

As explained in detail below, distributions will be made in accordance with the terms and priorities set forth in the Plan. As previously disclosed, no distributions will be made on account of the Company's common stock. On the Effective Date (i) all of the Company's equity securities will be cancelled and (ii) the registration of the Company's common stock under the Securities Exchange Act of 1934 will be cancelled once the Form 15 is filed and the Company's remaining reporting obligations under the Securities Exchange Act of 1934 will cease. On the same date, the Company will file a Notice of Occurrence of Effective Date of the Plan with the Bankruptcy Court.

The following is a summary of the material matters contemplated to occur either pursuant to or in connection with the Plan. This summary only highlights certain of the substantive provisions of the Plan, is not intended to be a complete description of the Plan, and is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.





Liquidating Trustee



A liquidating trustee (the "Liquidating Trustee") was selected by the Creditors' Committee and appointed by the Debtors on the Confirmation Date pursuant to the Confirmation Order to serve as the sole officer and/or responsible Person for the Liquidating Debtors and, on the Effective Date, shall (i) administer the Plan in accordance with the terms of the Plan and the Liquidating Trust Agreement, (ii) serve as the trustee and administrator for the Liquidating Trust, and (iii) take such other actions as may be authorized under the Liquidating Trust Agreement.





Liquidating Trust
. . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 7, 2020, Berkeley Farms, LLC ("Berkeley Farms") entered into an Asset Purchase Agreement (the "Hayward Purchase Agreement") with DPIF3 Acquisition Co LLC, a Delaware limited liability company ("DPIF3"), pursuant to which Berkeley Farms agreed to sell, transfer, and assign to DPIF3, pursuant to section 363 of the Bankruptcy Code, Berkeley Farms' facility and real estate located in Hayward, California in consideration for a purchase price of $48,250,000 in immediately available funds that was payable at the closing of the transaction. DPIF3 also agreed to be responsible for certain other liabilities. On July 22, 2020, the Bankruptcy Court entered an order [D.I. 2734] approving the sale contemplated by the Hayward Purchase Agreement. On September 14, 2020, Berkeley Farms consummated the transactions contemplated by the Hayward Purchase Agreement.

On December 1, 2020, Southern Foods Group, LLC ("Southern Foods Group") entered into an Real Estate Sale Contract (the "Honolulu Purchase Agreement") with Twenty Lake Management LLC, a Delaware limited liability company ("Twenty Lake"), pursuant to which Southern Foods Group agreed to sell, transfer, and assign to Twenty Lake, pursuant to section 363 of the Bankruptcy Code, Southern Foods Group's real property located in Honolulu, Hawaii, and the remaining owned equipment and property therein in consideration for a purchase price of $23,900,000 in immediately available funds that was payable at the closing of the transaction. Twenty Lake also agreed to be responsible for certain other liabilities. On February 22, 2021, the Bankruptcy Court entered an order [D.I. 3480] approving the sale contemplated by the Honolulu Purchase Agreement. On March 23, 2021, Southern Foods Group consummated the transactions contemplated by the Honolulu Purchase Agreement.

The foregoing descriptions of the Hayward Purchase Agreement and the Honolulu Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety by, respectively, the full text of the Hayward Purchase Agreement, the Honolulu Purchase Agreement and the Bankruptcy Court orders approving the sales, respectively.

Item 3.03. Material Modification to Rights of Security Holders

Pursuant to the Plan and the Confirmation Order, on the Effective Date, all equity interests in the Company (including outstanding shares of preferred stock, common stock, options, warrants or contractual or other rights to acquire any equity interests in the Company) shall be cancelled, released, and extinguished, and the holders of such interests shall not receive any distribution under the Plan on account of such interests.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers



Pursuant to the Plan and Confirmation Order, immediately upon the occurrence of the Confirmation Date, (i) the respective boards of directors and managers, as applicable, of each of the Debtors were terminated and the members of each of the boards of directors and managers, as applicable, of each of the Debtors were deemed to have resigned, and (ii) a Liquidating Trustee was appointed to serve as the sole officer, director, or manager of each of the Debtors. Further, on the Effective Date, a new equity interest in the successor in interest to the Company on and after the Effective Date ("Liquidating DFC") shall be issued to the Liquidating Trustee for no consideration in connection with the administration of the Plan. Such interest shall not be transferable to any other person other than to a successor Liquidating Trustee in accordance with the Liquidating Trust Agreement. Liquidating DFC will not be a reporting company under the Securities Exchange Act and will not file reports with the Securities Exchange Commission or any other Governmental Unit.




 Item 8.01. Other Events



During the course of the Chapter 11 Cases, the Debtors, in accordance with the Federal Rules of Bankruptcy Procedures and the Office of the United States Trustee's Financial Reporting Requirements for Chapter 11 Cases, have filed consolidated and unaudited monthly operating reports (each, a "Monthly Operating Report") with the Bankruptcy Court. A copy of the Monthly Operating Report filed on April 5, 2021, detailing the Debtors' results from operations from the Petition Date through February 28, 2021, is contained in the attached Exhibit 99.2 and is incorporated herein by reference.

The filing of this Current Report on Form 8-K (including Exhibits hereto) shall not be deemed an admission as to the materiality of any information herein.

Item 9.01. Financial Statements and Exhibits





Exhibit No.  Description
  2.1           First Amended Joint Chapter 11 Plan of Liquidation of Southern
             Foods Group, LLC, Dean Foods Company, and Their Debtor Affiliates
             [D.I. 3538, Ex. A] (incorporated herein by reference to Exhibit A
             to the Confirmation Order filed herewith as Exhibit 99.1), dated
             March 12, 2021, as filed with the United States Bankruptcy Court
             for the Southern District of Texas, Houston Division.
  99.1         Findings of Fact, Conclusions of Law, and Order Confirming the
             First Amended Joint Chapter 11 Plan of Liquidation of Southern
             Foods Group, LLC, Dean Foods Company, and Their Debtor Affiliates
             [D.I. 3565], dated March 17, 2021, as filed with the United States
             Bankruptcy Court for the Southern District of Texas, Houston
             Division.


  99.2         Debtor-in-Possession Monthly Operating Report for Filing Period
             Ending 2/28/2021 [D.I. 3618], dated April 5, 2021, as filed with
             the United States Bankruptcy Court for the Southern District of
             Texas, Houston Division.
104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).




Forward-Looking Statements



This Current Report on Form 8-K and the accompanying exhibits contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The statements contained herein and in the Exhibits that are not historical facts are forward-looking statements. Forward-looking statements are typically identified by use of terms such as "may," "will," "could," "should," "expect," "plan," "project," "intend," "anticipate," "believe," "estimate," "predict," "potential," "pursue," "target," or "continue," the negative of such terms or other comparable terminology, although some forward-looking statements may be expressed differently.

These forward-looking statements relate, in part, to the risks and uncertainties relating to the Debtors' ability to consummate the Plan; the Bankruptcy Court's rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the duration of the Chapter 11 Cases; risks associated with third-party motions in the Chapter 11 Cases, which may interfere with the Debtors' ability to consummate the Plan; the inherent risks involved in a bankruptcy process.

All forward-looking statements speak only as of the date of this Current Report on Form 8-K. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

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