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DF > SEC Filings for DF > Form 8-K on 15-Aug-2014All Recent SEC Filings

Show all filings for DEAN FOODS CO

Form 8-K for DEAN FOODS CO


15-Aug-2014

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligati


Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Senior Secured Revolving Credit Facility

On August 14, 2014, Dean Foods Company (the "Company") entered into Amendment No. 2 to Credit Agreement (the "Amendment") by and among the Company; the lenders consenting to the Amendment; and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the lenders (the "Administrative Agent") party to the Company's Credit Agreement dated as of July 2, 2013 by and among the Company, the lenders party thereto and the Administrative Agent (as amended, the "Credit Agreement"). The Amendment amends the Credit Agreement, and except as so amended, the terms of the Credit Agreement remain in effect.

Loan terms modified by the Amendment will apply to all lenders under the Credit Agreement and include the following:

Modification of the maximum consolidated net leverage ratio to permit a maximum consolidated net leverage ratio as follows: 5.25 to 1.00 for each fiscal quarter ending on or prior to December 31, 2014; 5.00 to 1.00 for each fiscal quarter ending on or prior to March 31, 2015; 4.50 to 1.00 for each fiscal quarter ending on or prior to June 30, 2015; and 4.00 to 1.00 for each fiscal quarter ending thereafter;

Addition of a requirement that the Company maintain a senior secured net leverage ratio not to exceed 2.50 to 1:00;

Modification of the definition of "Applicable Rate" to add two new categories to the pricing grid such that loans outstanding under the revolving credit facility will bear interest, at the Company's election, at either the Adjusted LIBO Rate (as defined in the Credit Agreement) plus a margin of between 1.25% and 2.75%, or the Alternate Base Rate (as defined in the Credit Agreement) plus a margin of between 0.25% and 1.75%, in each case based on the Company's consolidated net leverage ratio; and

Additional limitations on certain investments and permitted acquisitions by the Company in the event the Company's consolidated net leverage ratio exceeds 3:50 to 1:00.

In connection with the Amendment, the Company paid certain consent fees to the lenders consenting to the Amendment and certain arrangement fees to the arranger of the Amendment.

The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Amendment No. 1 to Receivables-Backed Facility

On August 14, 2014, the Company and certain of its subsidiaries that are party to the Sixth Amended and Restated Receivables Purchase Agreement (the "Receivables Purchase Agreement") entered into Amendment No. 1 (the "First Amendment") to the Receivables Purchase Agreement and Reaffirmation of Performance Undertaking to amend the maximum consolidated net leverage ratio under the Receivables Purchase Agreement and add a senior secured net leverage ratio to the Receivables Purchase Agreement, to be consistent with the amended financial covenants under the Credit Agreement described above. In addition, the First Amendment modified certain pricing terms such that advances outstanding under the receivables-backed facility will bear interest between 0.35% and 0.50%, and the Company will pay a facility fee between 0.45% and 0.60%, in each case based on the Company's consolidated net leverage ratio.


The First Amendment is by and among (1) Dairy Group Receivables, L.P. and Dairy Group Receivables II, L.P., as sellers, each of which is a subsidiary of the Company; (2) the financial institutions that are party to the Receivables Purchase Agreement; (3) the companies that are party to the Receivables Purchase Agreement; (4) Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A. "Rabobank International", New York Branch, as agent; (5) PNC Bank, National Association, as LC Bank; (6) the Company, as provider of certain performance undertakings on behalf of its subsidiaries; and (7) each of the Company's subsidiaries that is a party to the Receivables Purchase Agreement, as servicers. This description of the First Amendment is qualified in its entirety by reference to the text of the First Amendment, which is attached hereto as Exhibit 10.2 and incorporated by reference herein.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1    Amendment No. 2 to Credit Agreement, dated as of August 14, 2014, by and
        among Dean Foods Company; the lenders listed on the signature pages
        thereof; and JPMorgan Chase Bank, N.A., in its capacity as Administrative
        Agent.

10.2    Amendment No. 1 to the Sixth Amended and Restated Receivables Purchase
        Agreement, dated as of August 14, 2014, among Dairy Group Receivables,
        L.P. and Dairy Group Receivables II, L.P., as Sellers; the Servicers,
        Companies and Financial Institutions parties thereto; and Cooperatieve
        Centrale Raiffeisen - Boerenleenbank B.A. "Rabobank International", New
        York Branch, as Agent.


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