DEAN FOODS: Quinn Emanuel Represents Noteholder Group

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In the Chapter 11 cases of Southern Foods Groups, LLC, et al., the law firm of Quinn Emanuel Urquhart & Sullivan, LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing Ascribe III Investments LLC, Behrens Investment Group Management LLC, Ensign Peak Advisors, Inc., Kingsferry Capital, LLC and Knighthead Capital Management, LLC.

The Noteholder Group consists of certain institutions that hold and/or manage funds, entities and/or accounts holding 6.500% Senior Notes due 2023.

In April, Knighthead Capital Management, LLC initially retained Quinn Emanuel Urquhart & Sullivan, LLP; subsequently, the other members of the Noteholder Group also retained Quinn Emanuel to represent the Noteholder Group in connection with the Noteholder Group’s Response To Debtors’ Motion For Entry Of An Order Extending The Exclusive Periods Within Which To File A Chapter 11 Plan And Solicit Acceptances Thereof And Request Pursuant To Section 105(d) Of Bankruptcy Code, and any matters related thereto.

As of April 21, 2020, members of the Noteholder Group and their disclosable economic interests are:

Ascribe III Investments LLC
299 Park Avenue, 34th Fl
New York, NY 10171

* Senior Notes: $80,338,000

Behrens Investment Group Management LLC
712 5th Ave.
New York, NY 10019

* Senior Notes: $9,490,000

Ensign Peak Advisors, Inc.
60 East South Temple Suite 400
Salt Lake City, UT 84111

* Senior Notes: $37,691,000

Kingsferry Capital, LLC
291 S. La Cienega Blvd Ste. 200
Beverly Hills, CA 90211

* Senior Notes: $86,699,000

Knighthead Capital Management, LLC
1140 Avenue of the Americas, 12th Floor
New York, NY 10036

* Senior Notes: $98,206,000

Quinn Emanuel does not hold any claims against or interests in the Debtors.

Quinn Emanuel represents only the Noteholder Group and does not represent or purport to represent any entities other than the Noteholder Group in connection with these Chapter 11 Cases. Neither the Noteholder Group nor any member thereof (a) assumed any fiduciary or other duties to any other entities in connection with the Chapter 11 Cases or (b) purports to act, represent, or speak on behalf of any other entities in connection with these Chapter 11 Cases.

Nothing in this Verified Statement is intended to or should be construed to constitute (a) a waiver or release of any claims filed to be filed against or interests in the Debtors, or (b) an admission with respect to any fact or legal theory. Nothing in this Verified Statement is intended or should be construed as a limitation upon the Noteholder Group’s or any noteholder’s rights to assert, file and/or amend their claims in accordance with the applicable law and any Orders entered in these Chapter 11 Cases.

Additional holders of the Senior Notes may become members of the Noteholder Group, and certain members of the Noteholder Group may cease to be members in the future.

Counsel to the Noteholder Group can be reached at:

Patricia B. Tomasco, Esq.
Devin van der Hahn, Esq.
711 Louisiana Street, Suite 500
Houston, TX 77002
Telephone: 713-221-7000
Facsimile: 713-221-7100

– and –

Susheel Kirpalani, Esq.
Eric Kay, Esq.
Jordan Harap, Esq.
51 Madison Avenue, 22nd Floor
New York, NY 10010
Telephone: (212) 849-7000
Facsimile: (212) 849-7100

A copy of the Rule 2019 filing, downloaded from, is available at

About Southern Foods Group

Southern Foods Group, LLC, d/b/a Dean Foods, is a food and beverage company and a processor and direct-to-store distributor of fresh fluid milk and other dairy and dairy case products in the United States.

The Company and its 40+ affiliates filed for bankruptcy protection on Nov. 12, 2019 (Bankr. S.D. Texas, Lead Case No. 19-36313). The petitions were signed by Gary Rahlfs, senior vice president and chief financial officer. Dean Foods was estimated to have assets and liabilities of $1 billion to $10 billion as of the bankruptcy filing.

Judge David Jones oversees the cases.

David Polk & Wardell LLP serves as general bankruptcy counsel to the Debtors, and Norton Rose Fulbright US LLP serves as local counsel. Alvarez Marsal is financial advisor to the Debtors, Evercore Group LLC is investment banker, and Epiq Corporate Restructuring LLC is notice and claims agent.

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