Dean Foods Announces Termination of Agreement in Principle with Industrial Realty Group, LLC for the Sale of Dean Foods’ Meadow Gold Hawaii Business

Reached Agreement in Principle with an Interested Party for the Sale of Dean Foods’ Hilo Facility and Related Assets on the Big Island, Kauai and Maui as an Ongoing Business

Operations of Honolulu Facility Set to Close By April 30, 2020

News Release from Dean Foods, April 13, 2020 

Dean Foods Company ("Dean Foods" or the "Company") today announced that Industrial Realty Group, LLC has terminated the previously announced agreement in principle to buy Dean Foods’ Meadow Gold Hawaii operations, including the assets, rights, interests and properties relating to Dean Foods’ Hilo and Honolulu facilities. As a result, the Company intends to close operations at its Honolulu facility by April 30, 2020.

Following the termination of the agreement with Industrial Realty Group, the Company has reached an agreement in principle with an interested party for the sale of Dean Foods’ Hilo facility as an ongoing business and related distribution branches on the Big Island, Kauai and Maui, as well as the Meadow Gold Hawaii brand name and related intellectual property. Pursuant to the agreement, which is subject to final approval by the Bankruptcy Court, an interested party will acquire the assets, rights, interests and properties relating to Dean Foods’ Meadow Gold Hawaii business with the exception of the Honolulu facility.

"We are extremely disappointed that we were unable to finalize an agreement for Industrial Realty Group to acquire our Hawaii operations," said Eric Beringause, President and Chief Executive Officer of Dean Foods. "This was a difficult decision but, ultimately, given the timeline of our Chapter 11 restructuring we were not able to find a path forward that would enable our Honolulu operations to continue through our comprehensive court-supervised sale process. That said, we are pleased to have reached an agreement in principle for our Hilo facility and that an interested party intends to continue the plant’s operations and maintain the Meadow Gold Hawaii brand name. I want to thank our employees for their hard work, dedication and patience throughout this challenging process. We are grateful for their commitment to our customers and our company."

As previously announced on April 4, 2020, the U.S. Bankruptcy Court for the Southern District of Texas (the "Court") approved the sale, subject to entry of final agreed orders, of a substantial portion of Dean Foods’ business operations, including the sale of the assets, rights, interests and properties relating to 44 of the Company’s fluid and frozen facilities, to Dairy Farmers of America ("DFA") for $433 million. The Court also approved the sale, subject to entry of final agreed orders, of the assets, rights, interests and properties relating to eight additional facilities, two distribution branches and certain other assets to Prairie Farms Dairy for $75 million in cash and the sale of Dean Foods’ facility in Miami, Florida to Mana Saves McArthur, LLC for $16.5 million. The Court also approved Producers Dairy Foods’ purchase of Dean Foods’ Reno, Nevada facility for $3.7 million and its purchase of the "Berkeley Farms" trademark and related intellectual property for $3 million, as well as Harmoni, Inc.’s acquisition of the Company’s Uncle Matt’s business for $7.25 million. Each transaction remains subject to customary closing conditions, including any required regulatory approvals. The Company anticipates completing all transactions by early May.

Additional information is available on the restructuring page of the Company’s website, DeanFoodsRestructuring.com. In addition, Court filings and other information related to the proceedings are available on a separate website administered by the Company’s claims agent, Epiq Bankruptcy Solutions LLC, at https://dm.epiq11.com/case/southernfoods/dockets, or by calling Epiq representatives toll-free at 1-833-935-1362 or 1-503-597-7660 for calls originating outside of the U.S.

Davis Polk & Wardwell LLP and Norton Rose Fulbright are serving as legal advisors to the Company, Evercore is serving as its investment banker and Alvarez & Marsal is serving as its financial advisor.

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