DEAN FOODS CO (Form: 8-K, Received: 11/12/2019 07:17:14)

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):

November 12, 2019

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))

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. ¨

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		DF		New York Stock Exchange

Item 1.03

Bankruptcy or Receivership

Voluntary Petition for Reorganization

On November 12, 2019 (the “Petition Date”), Dean Foods Company (“Dean Foods” or the “Company”) and substantially all of its wholly-owned subsidiaries (other than certain securitization subsidiaries) (the “Filing Subsidiaries” and, together with the Company, the “Debtors”) filed voluntary petitions for reorganization (collectively, the “Bankruptcy Petitions”) under Chapter 11 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Court”). The Debtors’ Chapter 11 cases (collectively, the “Chapter 11 Cases”) are being jointly administered under the caption In re Southern Foods Group, LLC¹. Each Debtor will continue to operate its business as a “debtor in possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Court.

The filing of the Bankruptcy Petitions constituted an event of default that accelerated our obligations under the documents governing the Senior Secured Revolving Credit Facility, the Receivables Securitization Facility and our 2023 Notes (each as defined in Item 2.04, and collectively, the “Debt Instruments”) and substantially all of our other indebtedness. Immediately after filing the Bankruptcy Petitions, we intend to begin notifying all known current or potential creditors of the Debtors of the bankruptcy filings.

Pursuant to Section 362 of the Bankruptcy Code, the filing of the Bankruptcy Petitions automatically stayed most actions against the Debtors, including actions to collect indebtedness incurred prior to the Petition Date or to exercise control over the Debtors’ property. Subject to certain exceptions under the Bankruptcy Code, the filing of the Debtors’ Chapter 11 Cases also automatically stayed the filing of most legal proceedings and other actions against the Debtors or their property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of the Debtors’ bankruptcy estates, unless and until the Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general application of the automatic stay described above, governmental authorities may determine to continue actions brought under their police and regulatory powers.

Pursuant to Section 1102 of the Bankruptcy Code, the U.S. Trustee for the Southern District of Texas will appoint an official committee of unsecured creditors (the “Creditors’ Committee”) as soon as practicable following the filing of the Bankruptcy Petitions. The Creditors’ Committee will represent all unsecured creditors of the Debtors and has a right to be heard on all matters that come before the Court.

Debtor-In-Possession Financing

Pursuant to that certain commitment letter, dated as of November 11, 2019, between the Company and Coöperatieve Rabobank U.A., New York Branch (“Rabo”), Rabo has committed to provide approximately $425 million in debtor-in-possession financing, approximately $189 million²of which will refinance existing term loans of the Company, on terms and conditions set forth in a proposed Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”) among the Company, as borrower, certain of the Debtors, the lenders from time to time party thereto (the “DIP Lenders”) and Rabo, as administrative agent and collateral agent for the DIP Lenders (in such capacities, the “DIP Agent”).

The proposed DIP Credit Agreement provides for a senior secured superpriority debtor-in-possession credit facility (the “DIP Facility”) consisting of (i) a new money revolving loan facility (“Revolving Credit Facility”) in an aggregate principal amount of approximately $234.8 million, which will be in the form of revolving loans (the “DIP Revolving Loans”) or, subject to a sub-limit of $25 million, the form of letters of credit (the “DIP Letter of Credit”) and (ii) upon the entry of the final DIP order, term loans (the “DIP Term Loans” and, together with the DIP Revolving Loans, the “DIP Loans”) refinancing the loans under the Senior Secured Revolving Credit Facility as of the Petition Date plus interest and fees that are accrued and unpaid prior to the date of entry of such order.

Our obligations under the proposed DIP Facility will be guaranteed by all of our subsidiaries that are Debtors in the Chapter 11 Cases. In addition, upon entry and subject to the terms of the interim DIP order approving the DIP Facility (or the final DIP order, when entered), the claims of the DIP Lenders will be (i) entitled superpriority administrative expense claim status and, subject to certain customary exclusions in the credit documentation, (ii) secured by (x) a perfected first priority lien on all property of the Loan Parties not subject to valid, perfected and non-avoidable liens in existence on the Petition Date, (y) a perfected first priority priming lien on collateral under the Senior Secured Revolving Credit Facility and (z) a perfected junior lien on all property of the Loan Parties and the proceeds thereof that are subject to valid, perfected and non-avoidable liens in existence on the Petition Date or valid and non-avoidable liens in existence on the Petition Date that are perfected subsequent to the Petition Date to the extent permitted by Section 546(b) of the Bankruptcy Code, in each case subject to a carve-out for the Debtors’ professional fees and certain liens permitted by the terms of the DIP Credit Agreement.

1 NTD – To be populated once known.

The scheduled maturity date of the proposed DIP Facility will be the nine-month anniversary following the Petition Date. However, the Borrower may elect to extend the scheduled maturity date by an additional three months subject to the satisfaction of certain conditions, including the payment of an extension fee of 0.50% of the aggregate principal amount of the DIP Loans then outstanding. The DIP Loans will bear interest at an interest rate per annum equal to, at the Company’s option (i) LIBOR plus 7.0% or (ii) the base rate plus 6.0%. In addition, borrowings under the DIP Revolving Facility will be limited to the lower of the maximum facility amount and borrowing base availability. The borrowing base availability amount will be equal to 65% of the appraised value of certain of our real property and equipment. Our ability to borrow will also be limited by the condition that our unrestricted cash (less budgeted disbursements for the immediately succeeding week and the carve-out) does not exceed $30 million after giving effect to such borrowing. Furthermore, upon entry of the interim DIP order and prior to the entry of the final DIP order, availability under the DIP Revolving Facility will not exceed $25 million.

Under the proposed DIP Credit Agreement, we will be able to make optional prepayments of the DIP Loans, in whole or in part, without penalty (other than applicable breakage and redeployment costs and the payment of certain other fees as more fully set forth in the DIP Credit Agreement). In addition, subject to certain exceptions and conditions described in the proposed DIP Credit Agreement, we will be obligated to prepay the obligations thereunder with the net cash proceeds of certain asset sales and with casualty insurance proceeds. Furthermore, we will be required to prepay obligations to the extent (i) revolving exposure under the proposed DIP Revolving Facility exceeds the greater of the revolving commitments and the borrowing base and (ii) our unrestricted cash (less budgeted disbursements for the immediately succeeding week and the carve-out) exceeds $30 million for a period of 5 consecutive business days.

The proposed DIP Credit Agreement will contain customary representations, warranties and covenants that are typical and customary for debtor-in-possession facilities of this type, including, but not limited to specified restrictions on indebtedness, liens, guarantee obligations, mergers, acquisitions, consolidations, liquidations and dissolutions, sales of assets, leases, payment of dividends and other restricted payments, voluntary payments of other indebtedness, investments, loans and advances, transactions with affiliates, sale and leaseback transactions and compliance with case milestones. The proposed DIP Credit Agreement also contains customary events of default, including as a result of certain events occurring in the Chapter 11 Cases. The DIP Credit Agreement will also require compliance with a variance covenant that compares actual operating disbursements and receipts and capital expenditures to the budgeted amounts set forth in the DIP budgets delivered to the DIP Agent and DIP Lenders on or prior to the closing date and updated periodically thereafter pursuant to the terms of the DIP Credit Agreement. The proposed DIP Credit Agreement is subject to approval by the Court and will be subject to customary conditions precedent, as well as the condition that the amendment to the Receivables Securitization Facility described below is completed.

Amendment to Receivables Securitization Facility

In connection with the Bankruptcy Petitions, the Debtors have reached an agreement with the lenders under the Company’s Receivables Securitization Facility and are seeking approval of the Court to amend and restate certain agreements governing the Company’s Receivables Securitization Facility to allow the facility to continue in effect (as amended) and for liquidity to continue to be available during the pendency of the Chapter 11 Cases. The amendment and restatement will permit the Debtors to, among other things, (i) modify certain covenants, representations, events of default and cross defaults arising as a result of the commencement of the Chapter 11 Cases, (ii) modify the other rights and obligations of the parties to the facility in order to give effect to, and in certain instances be subject to, orders of the Court from time to time, (iii) reduce the total size of the facility from $450 million to $425 million, with a corresponding reduction to availability thereunder, (iv) modify certain pricing terms and fees payable under the facility and (v) make certain other amendments, including in order to give effect to future issuances of letters of credit.

Item 2.04

Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement

As discussed in Item 1.03, on the Petition Date, the Debtors filed the Chapter 11 Cases in the Bankruptcy Court seeking relief under Chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The commencement of the Chapter 11 Cases constituted an event of default under the instruments enumerated below, resulting in the acceleration of our payment obligations under those instruments, and triggering cross-default and/or cross-acceleration provisions in substantially all of our other debt instruments. As such, substantially all of our debt, with balances of approximately $1,123.5 million in the aggregate as of September 30, 2019, is in default and accelerated, but subject to stay under the Bankruptcy Code.

The filing of the Chapter 11 Cases constituted an event of default that accelerated the Debtors’ obligations under the following instruments and agreements:

the Indenture, dated as of February 25, 2015, among the Company, the guarantors named therein and our 6.50% senior notes due 2023 issued thereunder (our “2023 Notes”);

the Eighth Amended and Restated Receivables Purchase Agreement, dated as of February 22, 2019, by and among Dairy Group Receivables L.P. and Dairy Group Receivables II, L.P., as sellers; the servicers, companies and financial institutions listed therein; Coöperatieve Rabobank U.A., New York Branch, as agent (the “Receivables Securitization Facility”); and

the Credit Agreement, dated as of February 22, 2019, by and among the Company, Coöperatieve Rabobank U.A., New York Branch, as administrative agent, and the lenders party thereto (the “Senior Secured Revolving Credit Facility”).

The instruments and agreements described above provide that, as a result of the commencement of the Chapter 11 Cases, the financial obligations thereunder, including for the debt instruments any principal amount, together with accrued interest thereon, are immediately due and payable. However, any efforts to enforce the payment obligations under the Debt Instruments and such other instruments and agreements are automatically stayed as a result of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of the Debt Instruments and such other instruments and agreements are subject to the applicable provisions of the Bankruptcy Code.

Item 7.01

Regulation FD Disclosure.

Press Release

On November 12, 2019, the Company issued a press release announcing the filing of the Bankruptcy Petitions. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Cleansing Material

In connection with a potential refinancing or restructuring of the Company‘s existing indebtedness (the “Transaction”), we entered into separate non-disclosure agreements (the “Non-Disclosure Agreements”) with certain holders of our notes issued under that certain Indenture, dated as of February 25, 2015, by and among the Company, as issuer, the guarantors thereto and the Bank of New York Mellon Trust Company, N.A., as trustee (the “Restricted Parties”) to facilitate discussions regarding the Transaction. Pursuant to the Non-Disclosure Agreements, the Restricted Parties have been provided with confidential information regarding Dean Foods and its business (the “Cleansing Material”). We are obligated to disclose the Cleansing Material pursuant to the terms of the applicable Non-Disclosure Agreements. A copy of the Cleansing Material is furnished as Exhibit 99.2 to this report. The Cleansing Material contains all confidential information delivered to the Restricted Parties that constituted material non-public information regarding Dean Foods.

The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings made by Dean Foods under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and the Exhibits hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are predictions based on our current expectations and our projections about future events, and are not statements of historical fact. Forward-looking statements include statements concerning our business strategy, among other things, including anticipated trends and developments in, and management plans for, our business and the markets in which we operate. In some cases, you can identify these statements by forward-looking words, such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,” “target,” “might,” “will,” “could,” “predict,” and “continue,” the negative or plural of these words and other comparable terminology. All forward-looking statements included in this Form 8-K are based upon information available to us as of the filing date of this Form 8-K, and we undertake no obligation to update any of these forward-looking statements for any reason. You should not place undue reliance on these forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these statements. These factors include the matters discussed in “Part I — Item 1A — Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018 as well as the additional factors included below. You should carefully consider the risks and uncertainties described under these sections.

A wide range of factors relating to the Chapter 11 Cases could materially affect future developments and performance, including but not limited to:

•

our ability to continue as a going concern;

•

our ability to successfully consummate the planned sale of the business pursuant to Section 363 of the Bankruptcy Code to any potential acquirer through an auction process in Chapter 11 and if consummated, to obtain an adequate price;

•

our ability to successfully complete a reorganization under Chapter 11 and emerge from bankruptcy;

•

the effects of the Chapter 11 Cases on us and on the interests of various constituents;

•

bankruptcy court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general;

•

the length of time the Company will operate under the Chapter 11 Cases;

•

risks associated with third-party motions in the Chapter 11 Cases;

•

the potential adverse effects of the Chapter 11 Cases on our liquidity and results of operations;

•

increased legal and other professional costs necessary to execute our reorganization;

•

the conditions to which our debtor-in-possession financing is subject, including the condition that the amendment to Receivables Securitization Facility described herein be completed, and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of our control;

•

the consequences of the acceleration of our debt obligations;

•

employee attrition and our ability to retain senior management and key personnel due to the distractions and uncertainties, including our ability to provide adequate compensation and benefits during the Chapter 11 Cases;

•

our ability to comply with the restrictions imposed by our DIP Credit Agreement, our Receivables Securitization Facility and other financing arrangements;

•

the likely cancellation of our common stock in the Chapter 11 Cases;

•

the potential material adverse effect of claims that are not discharged in the Chapter 11 Cases;

•

the diversion of management’s attention as a result of the Chapter 11 Cases; and

•

volatility of our financial results as a result of the Chapter 11 Cases.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated November 12, 2019
99.2		Cleansing Material
104		Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)

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: November 12, 2019

	DEAN FOODS COMPANY.

	By:	/s/ Kristy N. Waterman
		Kristy N. Waterman
		Senior Vice President, General Counsel

Exhibit 99.1

Dean Foods Company Initiates Voluntary Reorganization with New Financial Support from Existing Lenders

Company Secures Commitments for $850 Million in DIP Financing to Support Operations

In Advanced Discussions with Dairy Farmers of America Regarding a Potential Sale

Business Continues Regular Operations; Customers Receiving Uninterrupted Supply of Dairy Products as Normal

DALLAS – November 12, 2019 – Dean Foods Company (NYSE: DF) (“Dean Foods” or the “Company”) today announced that it and substantially all of its subsidiaries have initiated voluntary Chapter 11 reorganization proceedings in the Southern District of Texas. The Company intends to use this process to protect and support its ongoing business operations and address debt and unfunded pension obligations while it works toward an orderly and efficient sale of the Company.

Dean Foods also announced that it is engaged in advanced discussions with Dairy Farmers of America, Inc. (“DFA”) regarding a potential sale of substantially all assets of the Company. If the parties ultimately reach agreement on the terms of a sale, such transaction would be subject to regulatory approval and would be subject to higher or otherwise better offers in the bankruptcy.

Dean Foods is operating in the ordinary course of business and remains focused on providing its customers with wholesome, great-tasting dairy products and the highest levels of quality, service and value. The Company has received a commitment of approximately $850 million in debtor-in-possession (“DIP”) financing from certain of its existing lenders led by Rabobank. Following court approval, the Company expects to use the DIP financing, together with cash on hand and operating cash flows, to support its continued operation throughout this process, including payment of employee wages and benefits without interruption and payment to suppliers and vendors in full under normal terms for goods and services provided on or after the filing date.

“The actions we are announcing today are designed to enable us to continue serving our customers and operating as normal as we work toward the sale of our business,” said Eric Beringause, who recently joined Dean Foods as President and Chief Executive Officer. “We have a strong operational footprint and distribution network, a robust portfolio of leading national brands and extensive private label capabilities, all supported by approximately 15,000 dedicated employees around the country. Despite our best efforts to make our business more agile and cost-efficient, we continue to be impacted by a challenging operating environment marked by continuing declines in consumer milk consumption. Importantly, we are continuing to provide customers with an uninterrupted supply of high-quality dairy products, as well as supporting our dairy suppliers and other partners.”

Mr. Beringause continued, “Since joining the company just over three months ago, I’ve taken a hard look at our challenges, as well as our opportunities, and truly believe we are taking the best path forward. In recent months, we have put in place a new senior management team that not only has considerable experience in the dairy and consumer product industries, but also in executing major turnarounds. I am confident we have the right people in place to lead us through this process. I want to thank all Dean Foods employees for their continued commitment to our customers, our partners and our company. I also want to thank our suppliers and other business partners for their cooperation and our customers for their continued support.”

In conjunction with the court-supervised process, Dean Foods has filed a number of customary motions seeking court authorization to continue to support its business operations. The Company expects to receive court approval for all of these requests. The Company also intends to file bidding procedures with the court to conduct a sale in accordance with Section 363 of the U.S. Bankruptcy Code and work with its creditors to explore a potential stand-alone plan of reorganization.

Additional information is available on the restructuring page of the Company’s website, www.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 Corporate Restructuring, LLC, at https://dm.epiq11.com/SouthernFoods, 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.

In light of the bankruptcy filing, the Company has cancelled its quarterly earnings call, which was scheduled to take place today at 9:00 a.m. Eastern time.

About Dean Foods

Dean Foods is 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 includes 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. Dean Foods also has a joint venture with Organic Valley®, distributing fresh organic products to local retailers. In all, Dean Foods has more than 50 national, regional and local dairy brands as well as private labels. Dean Foods also makes and distributes ice cream, cultured products, juices, teas, and bottled water. Approximately 15,000 employees across the country work every day to make Dean Foods the most admired and trusted provider of wholesome, great-tasting dairy products at every occasion. For more information about Dean Foods and its brands, visit www.deanfoods.com.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this release that address activities, events or developments that the Company expects, believes, targets or anticipates will or may occur in the future are forward-looking statements. The Company's actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, which could include the following: risks and uncertainties relating to the Company's Chapter 11 cases (the "Chapter 11 Case"), including but not limited to, the Company's ability to obtain bankruptcy court approval with respect to motions in the Chapter 11 Case, the Company’s ability to consummate the planned sale of the business pursuant to the Chapter 11 Case and, if consummated, to obtain an adequate price, the effects of the Chapter 11 Case on the Company and on the interests of various constituents, bankruptcy court rulings in the Chapter 11 Case and the outcome of the Chapter 11 Case in general, the length of time the Company will operate under the Chapter 11 Case, risks associated with third-party motions in the Chapter 11 Case, the potential adverse effects of the Chapter 11 Case on the Company's liquidity or results of operations and increased legal and other professional costs necessary to execute the Company's reorganization; the conditions to which the Company's debtor-in-possession financing is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of the Company's control; the consequences of the acceleration of our debt obligations; as well as other risk factors set forth in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. Additionally, there can be no assurances that Dean and DFA will ultimately reach agreement, that the sale will receive regulatory approval, or that the sale will be successfully consummated. The Company therefore cautions readers against relying on these forward-looking statements. All forward-looking statements attributable to the Company or persons acting on the Company's behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based except as required by law.

Contacts

Investor Relations

+1 214-303-3438.

Media

+1 214-721-7766

media@deanfoods.com

Michael Freitag / Aura Reinhard / Viveca Tress

Joele Frank, Wilkinson Brimmer Katcher

+1 212-355-4449

Exhibit 99.2

Supplemental Information November 2019

Forward - Looking Statements Some of the statements made in these materials are “forward - looking” and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995, including statements relating to: (1) our financial forecast, including projected sales (including specific product lines and the Company as a whole), total volume, price realization, profit margins, net income, earnings per share and free cash flow, (2) the Company’s regional and national branding and marketing initiatives, (3) the Company’s innovation, research and development plans and its ability to successfully launch new products or brands, (4) commodity prices and other inputs and the Company’s ability to forecast or predict commodity prices, milk production and milk exports, (5) the Company’s enterprise - wide cost productivity plan and other cost - savings initiatives, including plant closures and route reductions, and its ability to achieve expected savings, (6) planned capital expenditures, (7) the status of the Company’s litigation matters, (8) the Company’s plans related to its capital structure, (9) the Company’s dividend policy, (10) possible repurchases of shares of the Company’s common stock, (11) potential acquisitions, dispositions or other transactions and (12) the Company’s exploration of strategic alternatives and any potential results thereof. These statements involve risks and uncertainties that may cause results to differ materially from those set forth in these materials, including the risks disclosed by the Company in its filings with the Securities and Exchange Commission. Projections are based on a number of assumptions. Such projections are not to be viewed as facts or a guarantee of performance and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. No assurance can be given that any particular projection will be realized. Actual results during the period or periods covered by any such projection may differ from the projected results, and such differences may be material. The cost and supply of commodities and other raw materials are determined by market forces over which the Company has limited or no control. Sales, operating income, net income, debt covenant compliance, financial performance and earnings per share can vary based on a variety of economic, governmental and competitive factors, which are identified in the Company’s filings with the Securities and Exchange Commission, including the Company's most recent Forms 10 - K and 10 - Q. The Company’s ability to profit from its branding and marketing initiatives depends on a number of factors including consumer acceptance of its products. The declaration and payment of cash dividends under the Company’s dividend policy remains at the sole discretion of the Board of Directors and will depend upon its financial results, cash requirements, future prospects, restrictions in its credit agreements and debt covenant compliance, applicable law and other factors that may be deemed relevant by the Board. All forward - looking statements in these materials speak only as of the date of these materials. There are no assurances that the Company’s exploration of strategic alternatives will result in a transaction or other strategic change or outcome. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based except as required by law. 2

Table of Contents I. Recent Results II. Debt Capital Structure III. DIP Projections 3

I. Recent Results

2018/19 Situational Overview Secular Headwinds Facing Industry Short - term Challenges/ Disruptions Facing Dean Foods Secular Headwinds Facing Industry Short - term Challenges/ Disruptions Facing Dean Volume and margin over milk decreasing ▪ Fluid milk category decline accelerated in 2019 to ~(4%) YOY 1 ▪ Retailers tactically using low priced private label to drive traffic ▪ Hyper - competitive environment leading manufacturers to private label price concessions Costs ▪ Higher commodity costs (dairy and non - dairy) pressuring margins ▪ Unemployment at all - time lows, driving competitive & expensive labor market ▪ Nationwide driver shortage leading to higher freight rates ▪ Key large customer volume losses resulted in short - term deleverage and a cost structure reset ▪ Consolidation of plants drove unplanned transitory costs and customer service issues ▪ Margin improvement initiatives and deteriorating earnings resulted in large and small customer losses 1. IRI totals through Week Ending September 29, 2019 5 • The Company is currently exploring a potential sale transaction

YTD 2019 Results • Continued acceleration of losses in 2019 • Reduction of Fluid volumes (approx. 200m gallons) driven by: • Category decline acceleration (approx. 4%) • Key customer losses • Loss of profitable local customer accounts as a consequence of initiatives related to changes in terms to improve margins • ~52 million volume decline in Q3 vs Q3 2018 • Slight improvement of contribution Margin rate driven by pricing and trade optimization • Mix shift to private label resulting in lower margins • Negative impact from Logistics • Loss of a copacker on the east coast and internalization of freight • Higher personnel, benefit and insurance costs • Cost saving and performance improvement initiatives kicking off in late Q3 2019 • SG&A lower than prior year driven by cost savings and headcount reduction initiatives Q4 ’18 Q1 ’19 Q2 ’19 Q3 ’19 Adj. EBITDA ($14) ($3) $5 ($10) Adj. Operating Loss (46) (36) (27) (48) Adj. Net Loss (45) (38) (33) (85) Adj. EPS ($0.50) ($0.41) ($0.36) ($0.92) FCF (14) (99) 24 (107) Note: $ values in millions, except Adj. EPS 6

II. Debt Capital Structure

11/8/19 Debt / LTM Adj. EBITDA Current Coupon Maturity Cash & Equivalents $48 Secured Debt $450mm AR Facility 1 180 L + 195 Feb-22 $350mm Senior Secured RCF 2 189 L + 275 Feb-24 Capital Leases 2 Total Senior Secured Debt $370 Net Senior Secured Debt 322 Senior Unsecured Notes due 2023 700 6.5% Mar-23 Total Outstanding Debt $1,070 Net Debt 1,022 Current Debt Capitalization Note: $ values in millions 1. Excludes $195.2mm of LCs outstanding 2. Subject to pricing grid based on total net leverage ratio 3. Maturity date is September 15, 2022 if the unsecured bonds are not repaid or refinanced by June 15, 2022 3 8

Facility Commitment Amount Outstanding (as of 11/8/19) Collateral AR Securitization Facility $450 million $180 million borrowings $195 million issued but undrawn letters of credit First priority lien on all AR of the subsidiary Originators and the SPV borrowers No security interest or guarantees from RCF borrower; no guarantees from the RCF guarantors Revolving Credit Facility $350 million $189 million borrowings First priority lien and security interest in all real estate contributed to the Borrowing Base, other material real estate that is subject to a Mortgage in favor of the RCF lenders and all other tangible and intangible assets (subject to customary exclusions) of the Borrower and each material restricted subsidiary of the Borrower Includes plants, machinery and equipment, inventory, trademarks and intellectual property Also includes equity interests in subsidiaries (other than the SPV borrowers under the AR Facility, captive insurance subsidiaries, and other customary exclusions) Existing Secured Debt 9

Accounts Receivable Inventory 1 Property, Plants & Equipment Amount $487 million total AR (as of 11/8/19) $180 million borrowings (as of 11/8/19) $195 million LCs (as of 11/8/19) 99% of LCs provided to insurance providers (mainly workmen compensation), with remainder to suppliers, utilities, and government agencies $269 million on balance sheet (as of 9/30/19) $108 million raw materials (~40%) $161 million finished goods (~60%) $590 million in appraised value $391 million real estate value (27 plants) $199 million machinery & equipment value (26 plants) Non-appraised plants and other real estate could reflect material additional value Description Existing AR Securitization has liens on the AR Existing RCF has lien on residual value of the AR Existing AR is not available for DIP financing AR Securitization will need to be rolled from pre to post petition All pledged to existing RCF Finished goods inventory detail: $100 million ice cream $60 million fluid milk ~$600 thousand butter Raw materials inventory detail: $47 million packaging $18 million raw milk & cream $44 million other ingredients 28 plants with either real estate or machinery & equipment appraised 19 plants 2 with no appraisals performed 20 plants without real estate appraisals 21 plants without machinery & equipment appraisals 1. If AR Facility continues through bankruptcy, inventory liens are expected to be subject to initial consent of AR lenders and lie ns on the proceeds thereof are expected to be junior to AR Facility 2. Plants located in an area outside of a non - special flood hazard Summary of Select Assets 10

Overview of AR Borrowing Base As of 11/8/19 Total Accounts Receivable $486.5 (-) >90 days Past Due Receivables (8.2) (-) Other Ineligible Receivables (8.4) Eligible Receivables Balance $469.8 (-) Ineligibles due to Concentration Limits (4.6) Net Receivables Balance $465.2 Lost / Dilution Reserve 14.6% (x) Net Receivables Balance $465.2 Total Required Reserve $68.1 Net Receivables Balance $465.2 (-) Total Required Reserve (68.1) Available Funding Amount $397.1 LCs Outstanding $195.2 Borrowings 180.0 Total Outstanding $375.2 Note: $ values in millions 1. Available Funding Amount is currently capped at $379 million 11 1

Overview of Plants Note: $ values in millions 1. Includes ~$4mm estimated sale value of previously closed plant (McKinney, TX frozen plant) 12 # Plant Name Fluid - Frozen - Combined # Plant Name Fluid - Frozen - Combined 1 Albuquerque, NM Fluid 30 Las Vegas, NV Fluid 2 Athens, TN Combined 31 Lebanon, PA Fluid 3 Belvidere, IL Frozen 32 LeMars, IA Fluid 4 Billings, MT Fluid 33 Lubbock, TX Fluid 5 Birmingham, AL Frozen 34 Marietta, OH Fluid 6 Birmingham, AL Fluid 35 Marquette, MI Fluid 7 Bismarck, ND Fluid 36 McKinney, TX Frozen 8 Boise, ID Fluid 37 Miami, FL Fluid 9 Burlington, NJ Fluid 38 Nashville, TN (Country Delite) Fluid 10 Chemung, IL Fluid 39 Nashville, TN (Purity Milk) Fluid 11 City of Industry, CA North Fluid 40 OFallon, IL Fluid 12 City of Industry, CA South Fluid 41 Orange City, FL Fluid 13 Dallas, TX East Fluid 42 Orlando, FL Fluid 14 De Pere, WI Fluid 43 Reno, NV Fluid 15 Decatur, IN Frozen 44 Rensselaer, NY Fluid 16 El Paso, TX Fluid 45 Rockford, IL Fluid 17 Englewood, CO Fluid 46 Salt Lake City, UT Fluid 18 Franklin, MA Fluid 47 San Antonio, TX Fluid 19 Grand Rapids, MI Fluid 48 Schuylkill Haven, PA Fluid 20 Great Falls, MT Fluid 49 Sharpsville, PA Fluid 21 Greeley, CO Fluid 50 Sioux Falls, SD Fluid 22 Hammond, LA Fluid 51 Spartanburg, SC Fluid 23 Hayward, CA Fluid 52 Springfield, OH Fluid 24 High Point, NC Fluid 53 St. George, UT Frozen 25 Hilo, HI Fluid 54 Toledo, OH Frozen 26 Honolulu, HI Fluid 55 Tulsa, OK Fluid 27 Houston, TX Fluid 56 Wilbraham, MA Frozen 28 Huntington, IN Fluid 57 Winston-Salem, NC Combined 29 Lansdale, PA Fluid 58 Woodbury, MN Fluid Real Estate Machinery & Equipment Total Total Appraised Value $395 $199 $594 Book Value of Non-Appraised Plants 124 133 257 1

III. DIP Projections

DIP Projection Operating Assumptions Note: $ in millions, volume in millions of gallons. Summary P&L through adjusted net income. Does not include additional GAAP ad justments to the P&L [1] Calculated as Adjusted OI and adding back D&A expense. [2] Does not include interest and fees resulting from Ch 11. Filing. 14 (USD Millions) Period 10/31/19 11/30/19 12/31/19 1/31/20 2/29/20 3/31/20 4/30/20 5/31/20 6/30/20 7/31/20 8/31/20 Total Fsct Fsct Fsct Fsct Fsct Fsct Fsct Fsct Fsct Fsct Fsct Fsct Total Volume (gals mm) 178 172 171 179 158 169 176 179 160 171 179 1,892 Net Sales 647$ 621$ 602$ 632$ 560$ 603$ 633$ 642$ 569$ 617$ 640$ 6,767$ Total Net Contribution Margin 182 173 169 184 164 176 187 186 162 174 181 1,939 Adj. EBITDA [1] (2) (3) (9) (13) (13) 3 2 (8) (11) (15) (7) (77) % Margin 0% 0% -2% -2% -2% 0% 0% -1% -2% -3% -1% -1% Adj. OI (13) (13) (20) (24) (24) (8) (9) (18) (22) (26) (17) (195) Memo: Key Items D&A (11) (11) (11) (11) (11) (11) (11) (11) (11) (11) (11) (118) Non-Cash Interest Expense [2] (4) (2) - - - - - - - - - (6) CapEx & Asset Sales (10) (10) (15) (9) (9) (9) (7) (7) (7) (7) (7) (97)

Note: $ in millions Direct Cash Flow DIP Forecast 15 Forecast Month Nov Dec Jan Feb Mar Apr May Jun Jul Aug Total Week Ending 11/29 1/3 1/31 2/28 4/3 5/1 5/29 7/3 7/31 8/28 Period Operating Cash Receipts 625$ 732$ 519$ 571$ 677$ 548$ 592$ 717$ 534$ 557$ 6,071$ Operating Disbursements (416) (606) (585) (615) (643) (592) (625) (670) (588) (586) (5,925) Net Operating Cashflows 209$ 127$ (66)$ (44)$ 34$ (44)$ (32)$ 46$ (54)$ (29)$ 147$ Ch 11. & Other Disbursements (285) (52) (13) (15) (11) (12) (9) (15) (10) (10) (432) Total Net Cash Flow (76)$ 75$ (79)$ (59)$ 23$ (56)$ (42)$ 31$ (64)$ (38)$ (286)$ Memo: Key Accounts Month-End Cash 28 74 23 15 15 15 15 15 15 15 15 Month-End A/R Facility Balance 425 397 425 425 420 425 425 409 425 425 425 Month-End ABL Balance - - - - - - - - - - - Month-End DIP Facility Balance 189 189 189 240 222 273 315 300 347 385 385 Intra-Month DIP Max Balance 226 270 247 277 296 350 372 368 423 425 425

IV. Reconciliation of Non - GAAP Measures

Quarter Ended December 31, 2018 DEAN FOODS COMPANY Reconciliation of Non-GAAP Financial Measures* (Unaudited) (In thousands) 2018 2017 Reconciliation of Net Income (Loss) to Adjusted EBITDA Net income (loss) (260,351)$ 52,318$ Interest expense 14,531 14,551 Income tax benefit (16,286) (30,608) Depreciation and amortization 37,147 40,091 Asset write-downs and loss on sale of assets (a) 202,182 2,848 Closed deal costs (b) - - Facility closing and reorganization costs, net (c) 1,548 1,966 Mark-to-market on derivative contracts (d) 6,062 1,012 Discontinued operations (e) (2,950) (2,811) Cost productivity plan (f) 3,949 5,738 Non-controlling interest in Good Karma (g) 310 - Other adjustments (h) - 2,205 Adjusted EBITDA (13,858) 87,310 - - * See Notes to Reconciliation of Non-GAAP Financial Measures Three months ended December 31,

18 See Notes to Reconciliation of Non - GAAP Measures Quarter Ended December 31, 2018

Notes to Reconciliation of Non - GAAP Measures - December 31, 2019 19

20 Notes to Reconciliation of Non - GAAP Measures - December 31, 2019

Quarter Ended March 31, 2019 DEAN FOODS COMPANY Reconciliation of Non-GAAP Financial Measures* (Unaudited) (In thousands) 2019 2018 Reconciliation of Net Income (Loss) to Adjusted EBITDA Net income (loss) (61,827)$ (265)$ Interest expense 19,000 14,033 Income tax benefit (1,956) 1,107 Depreciation and amortization 37,074 39,441 Asset write-downs and loss on sale of assets (a) - - Facility closing and reorganization costs, net (b) 4,332 8,462 Mark-to-market on derivative contracts (c) (3,436) (43) Discontinued operations (h) - - Cost productivity plan (d) 3,599 4,133 Non-controlling interest in Good Karma (e) 323 - Other adjustments (f) - 188 Adjusted EBITDA (2,891) 67,056 - - * See Notes to Reconciliation of Non-GAAP Financial Measures Three months ended March 31,

22 Quarter Ended March 31, 2019 See Notes to Reconciliation of Non - GAAP Measures

23 Notes to Reconciliation of Non - GAAP Measures – March 31, 2019

Quarter Ended June 30, 2019 24 DEAN FOODS COMPANY Reconciliation of Non-GAAP Financial Measures* (Unaudited) (In thousands) 2019 2018 Reconciliation of Net Income (Loss) to Adjusted EBITDA Net income (loss) (64,863)$ (40,094)$ Interest expense 16,200 14,069 Income tax benefit (expense) (4,477) (13,727) Depreciation and amortization 37,466 39,391 Asset write-downs and loss on sale of assets (a) 11,860 2,232 Facility closing and reorganization costs, net (b) 7,400 67,661 Mark-to-market on derivative contracts (c) (1,150) (1,147) Discontinued operations (d) - (1,922) Cost productivity plan (e) 2,419 5,579 Non-controlling interest in Good Karma (f) 515 - Other adjustments (g) - (2,289) Adjusted EBITDA 5,370 69,753 #REF! #REF! * See Notes to Reconciliation of Non-GAAP Financial Measures Three months ended June 30,

25 Quarter Ended June 30, 2019 See Notes to Reconciliation of Non - GAAP Measures

26 Notes to Reconciliation of Non - GAAP Measures – June 30, 2019

Quarter Ended September 30, 2019 27 DEAN FOODS COMPANY Reconciliation of Non-GAAP Financial Measures* (Unaudited) (In thousands) 2019 2018 Reconciliation of Net Income (Loss) to Adjusted EBITDA Net income (loss) (79,393)$ (26,648)$ Interest expense (g) 17,330 13,810 Income tax benefit (1,448) (13,377) Depreciation and amortization 36,617 37,472 Asset write-downs and loss on sale of assets (a) - - Facility closing and reorganization costs, net (b) 3,806 (2,679) Mark-to-market on derivative contracts (c) 2,365 (967) Discontinued operations (d) - - Cost productivity plan (e) (699) 4,968 Non-controlling interest in Good Karma (f) 132 316 Other adjustments (g) 11,789 17 Adjusted EBITDA (9,501) 12,912 * See Notes to Reconciliation of Non-GAAP Financial Measures Three months ended September 30,

28 Quarter Ended September 30, 2019 See Notes to Reconciliation of Non - GAAP Measures

29 Notes to Reconciliation of Non - GAAP Measures – September 30, 2019

30 (h) The adjustment reflects the income tax impact of adjustments (a) through (g) as well as an adjustment to our income tax e xpe nse. During the quarter ended September 30, 2019, we adjusted this tax rate from 26.5% to 0%, therefore the amount within the three months ended Sept emb er 30, 2019 includes a cumulative adjustment related to the first and second quarters of 2019. This reflects a year to date income tax rate of 0% fo r the period ended September 30, 2019 and 26.5% for the three month periods ended September 30, 2018. We believe this 0% rate represents our lon g - term normalized tax rate as a U.S. domiciled business. Our effective tax rate on a GAAP basis was 1.8% and 33.4% for the three months ended Septe mbe r 30, 2019 and September 30, 2018, respectively. Notes to Reconciliation of Non - GAAP Measures – September 30, 2019 Notes to Reconciliation of Non - GAAP Measures