UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
February 11, 2020 (February 10, 2020)
Dean Foods Company
(Exact name of registrant as specified in its charter)
Delaware | 1-12755 | 75-2559681 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01 | Entry into a Material Definitive Agreement |
Amendment to DIP Credit Agreement and Receivables Securitization Facility
As previously reported, on November 14, 2019, the Company entered into the Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”), among the Company, as borrower, the lenders from time to time party thereto (the “DIP Lenders”) and Coöperatieve Rabobank U.A., New York Branch, as administrative agent and collateral agent for the DIP Lenders. On February 10, 2020, the Company entered into the first amendment to the DIP Credit Agreement (the “First Amendment”) to extend several of the milestone dates set forth in the DIP Credit Agreement, including extending from February 10, 2020 to February 24, 2020 the date by which the Company must elect whether it intends to pursue a sale of its assets under Section 363 of Title 11 of the U.S. Code or a plan of reorganization, and if it elects a sale to file a motion seeking approval thereof. On February 10, 2020, the Company also entered into an amendment (the “Securitization Amendment”) to the definitive agreement governing its receivables securitization facility (the “Securitization Facility”), whereby the financing providers under the Securitization Facility agreed to give effect to the First Amendment for purposes of the Company’s compliance with the covenants under the Securitization Facility.
The foregoing descriptions are only a summary of the First Amendment and the Securitization Amendment and are qualified in their entirety by reference to the full text of the First Amendment and the Securitization Amendment, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
10.1 | First Amendment to Senior Secured Superpriority Debtor-In-Possession Credit Agreement |
10.2 | Amendment No. 2 to Ninth Amended and Restated Receivables Purchase Agreement |
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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 11, 2020 | DEAN FOODS COMPANY | |
By: | ||
/s/ Kristy N. Waterman | ||
Kristy N. Waterman | ||
Senior Vice President, General Counsel |