Dairy Farmers of America, Inc. entered into an asset purchase agreement to acquire assets of Dean Foods Company (OTCPK:DFOD.Q) and certain of its subsidiaries for approximately $430 million on February 16, 2020. Under the terms of agreement, Dairy Farmers of America agreed to pay consideration, which is subject to certain adjustments with assuming various liabilities. Pursuant to the agreement, if consummated, DFA will acquire 44 of the Dean Foods Company’s fluid and frozen facilities and the real estate, inventory, equipment, and all other assets necessary to operate such facilities. At the closing, Dairy Farmers will pay Dean Foods $425 million, minus the amount of cure costs payable to Dairy Farmers or its subsidiaries associated with Dairy Farmers contracts being assumed. The purchase price is subject to a potential adjustment with respect to assumed indebtedness and any deviations between target and closing date net working capital amounts. A portion of the cash consideration to be delivered by Dairy Farmers at closing will be subject to a short term escrow arrangement to secure the Dean Foods’ obligations in connection with the post- closing purchase price adjustment or the customer claims indemnity. If the agreement is validly terminated then Dean Foods will pay to Dairy Farmers of America the break- up fee of $15 million and reimbursement of certain expenses of $8 million. The transaction is subject to Bankruptcy Court approval and the hearing scheduled for March 12, 2020. In addition to Bankruptcy Court approval, the proposed transaction with DFA is subject to various closing conditions, including antitrust clearance, regulatory approval and the proposed agreement is subject to higher or otherwise better offers. The U.S. Bankruptcy Court for the Southern District of Texas has approved the sale, subject to entry of final agreed orders, of a substantial portion of Dean Foods' business operations. As of May 1, 2020, department’s Antitrust Division, along with the offices of the Massachusetts and Wisconsin attorneys general, filed a civil antitrust lawsuit today in the U.S. District Court for the Northern District of Illinois to block DFA’s proposed acquisition of three fluid milk processing plants from Dean. At the same time, the department filed a proposed settlement that, if approved by the court, would resolve the competitive harm alleged in the lawsuit through the divestiture of plants located in in Harvard, Illinois; De Pere, Wisconsin; and Franklin, Massachusetts, as well as associated equipment and other assets related to fluid milk production, to an acquirer or acquirers approved by the U.S. The transaction is expected to close by the end of April 2020. The transaction is expected to close by early May. Brian Resnick, Louis Goldberg, Harold Birnbaum, Steven Szanzer, Arthur Burke, Hilary Dengel, Jeffrey Crandall and Elliot Moskowitz of Davis Polk & Wardwell LLP and William R. Greendyke and Jason L. Boland of Norton Rose Fulbright acted as legal advisors, John Kimm of Evercore Group L.L.C. and Brian Fox of Alvarez & Marsal acted as financial advisors to the Dean Foods Company. Philip Rossetti, Thomas Malone, Mitchell A. Seider, Michael Egge, David Zaheer and James Ktsanes of Latham & Watkins, LLP and Bryan Cave Leighton Paisner, LLP acted as legal advisors and Houlihan Lokey, Inc. acted as financial advisor to Dairy Farmers of America. Dairy Farmers of America, Inc. completed the acquisition of assets of Dean Foods Company (OTCPK:DFOD.Q) and certain of its subsidiaries on May 2, 2020. Post the acquisition, Eric Beringause, Chief Executive Officer of Dean Foods stepped down from his role. John F. Higgins of Porter Hedges LLP acted as legal advisor to Dairy Farmers of America.