Obligation Dean Foods 9.75% ( US242370AC89 ) en USD

Dean Foods

100 % ▲

Etas-Unis

US242370AC89 ( en USD )

9.75% par an ( paiement semestriel )

15/12/2018 - Obligation échue

Prospectus brochure de l'obligation Dean Foods US242370AC89 en USD 9.75%, échue

2 000 USD

400 000 000 USD

242370AC8

L'Obligation émise par Dean Foods ( Etas-Unis ) , en USD, avec le code ISIN US242370AC89, paye un coupon de 9.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2018

L'Obligation émise par Dean Foods ( Etas-Unis ) , en USD, avec le code ISIN US242370AC89, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Dean Foods ( Etas-Unis ) , en USD, avec le code ISIN US242370AC89, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Definitive Prospectus
http://www.sec.gov/Archives/edgar/data/27500/000119312511182393/d...
424B3 1 d424b3.htm DEFINITIVE PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-174946

PROSPECTUS
up to $400,000,000 9.750% Senior Notes due 2018 that have been registered under
the Securities Act for any and all of our outstanding unregistered 9.750%
Senior Notes due 2018
Terms of the Exchange Offer

· We are offering $400,000,000 in aggregate principal amount of new 9.750% Senior Notes due 2018 (the "new notes") in

exchange for an equal amount of outstanding 9.750% Senior Notes due 2018 (the "old notes").

· The exchange offer expires at 5:00 p.m., New York City time, on August 3, 2011, unless extended.

· Tenders of old notes may be withdrawn at any time prior to the expiration date.

· All old notes that are validly tendered and not validly withdrawn will be exchanged.

· The exchange of old notes for new notes generally will not be a taxable exchange for U.S. federal income tax purposes.

· We will not receive any proceeds from the exchange offer.

· The terms of the new notes to be issued in the exchange offer are substantially the same as the terms of the old notes, except that

the offer of the new notes is registered under the Securities Act, and the new notes have no transfer restrictions, rights to special
interest or registration rights.

· The new notes will not be listed on any securities exchange. A public market for the new notes may not develop, which could

make selling the new notes difficult.
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such new notes. The letter of transmittal accompanying this prospectus states
that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such
broker-dealer as a result of market-making activities or other trading activities. Starting on the expiration date (as defined herein) and
ending on the close of business 180 days after the expiration date, we will make this prospectus available to any broker-dealer for
use in connection with any such resale. See "Plan of Distribution."
Investing in the new notes to be issued in the exchange offer involves certain risks. See "Risk Factors" beginning on page
6.
We are not making an offer to exchange new notes for old notes in any jurisdiction where the offer is not permitted.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
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The date of this prospectus is July 6, 2011.
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TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
ii
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
iii
SUMMARY
1

RISK FACTORS
6

DESCRIPTION OF THE EXCHANGE OFFER
11
DESCRIPTION OF THE NOTES AND THE GUARANTEES
21
GLOBAL NOTES; BOOK-ENTRY SYSTEM
34
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
38
PLAN OF DISTRIBUTION
44
USE OF PROCEEDS
44
LEGAL MATTERS
44
EXPERTS
44

We have not authorized anyone to give any information or make any representation about the exchange offer that is
different from, or in addition to, that contained in this prospectus, the related registration statement or in any of the materials
that we have incorporated by reference into this prospectus. Therefore, if anyone does give you information of this type, you
should not rely on it. This exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of old
notes in any jurisdiction in which this exchange offer or the acceptance thereof would not be in compliance with the securities
or blue sky laws of such jurisdiction. The information contained in this document speaks only as of the date of this document
unless the information specifically indicates that another date applies.

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WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
We have filed with the SEC a registration statement on Form S-4 with respect to the issuance of the new notes. This prospectus,
which forms part of the registration statement, does not contain all of the information included in that registration statement. For
further information about us and about the new notes, you should refer to the registration statement and its exhibits.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are
available to the public over the Internet at the SEC's website at http://www.sec.gov. Copies of certain information filed by us with the
SEC are also available on our website at http://www.deanfoods.com. Our website is not a part of this prospectus. You may also read
and copy any document we file at the SEC's Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.
We "incorporate by reference" information into this prospectus, which means that we are disclosing important information to
you by referring you to other documents filed with the SEC. The information incorporated by reference is deemed to be part of this
prospectus except for any information that is superseded by information in this prospectus. This prospectus incorporates by reference
the following documents that we previously filed with the SEC (File No. 001-12755), other than information in such reports that is
deemed to have been furnished to, rather than filed with, the SEC in accordance with SEC rules:

· Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (including information specifically

incorporated by reference from our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 15, 2011);

· Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011; and

· Current Reports on Form 8-K filed with the SEC on March 1, 2011, March 4, 2011 and May 20, 2011.
We also incorporate by reference any filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this prospectus and prior to the time that the exchange offer
ends. The information incorporated by reference, as updated, is an important part of this prospectus. Information which is deemed to
be furnished to, rather than filed with, the SEC shall not be incorporated by reference.
Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be
deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in
any other subsequently filed document that also is or is deemed to be incorporated by reference into this prospectus conflicts with,
negates, modifies or supersedes that statement. Any statement that is modified or superseded will not constitute a part of this
prospectus, except as modified or superseded.
You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:
Dean Foods Company
2711 North Haskell Ave., Suite 3400
Dallas, Texas 75204
(214) 303-3400
Attention: Investor Relations
To obtain timely delivery of any copies of filings requested, please write or call us no later than five business days before
the expiration date of the exchange offer.

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SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated or deemed to be incorporated by reference in this prospectus contain forward-
looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which are subject to
risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are predictions based on expectations
and 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.
You should not rely on those forward-looking statements as representing our views as of any date subsequent to the date of the
document in which they are made. We undertake no obligation to update any of these forward-looking statements for any reason. You
should not place undue reliance on forward-looking statements. The 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 under the heading "Risk Factors."
You should also carefully review the risk factors and cautionary statements described in this prospectus and in the other documents
we file from time to time with the SEC, specifically our most recent Annual Report on Form 10-K and our most recent Quarterly
Report on Form 10-Q (including the information under the heading "Risk Factors").

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SUMMARY
The following summary highlights information contained elsewhere in this prospectus. It may not contain all of the
information that you should consider before exchanging your old notes for new notes in this exchange offer. For a more
complete discussion of the information you should consider before participating in this exchange offer, you should carefully
read this entire prospectus and the documents incorporated by reference in this prospectus.
As used in this prospectus, the terms "Dean Foods," the "Company," "we," "us" and "our" may, depending upon the
context, refer to Dean Foods Company, to one or more of its consolidated subsidiaries or to Dean Foods Company and all of
its subsidiaries taken as a whole.
Our Company
We are one of the leading food and beverage companies in the United States, as well as a global leader in branded
plant-based beverages, such as soy, almond, and coconut milks, and other soy-based food products. As we continue to evaluate
and seek to maximize the value of our strong brands and product offerings, we have aligned our leadership teams, operating
strategies and supply chain initiatives around our two business segments: Fresh Dairy Direct-Morningstar and WhiteWave-Alpro.
Fresh Dairy Direct-Morningstar is the largest processor and distributor of milk and other dairy products in the United States, with
products sold under more than 50 familiar local and regional brands and a wide array of private labels. WhiteWave-Alpro
markets and sells a variety of nationally branded dairy and dairy-related products, such as Horizon Organic® milk and other
dairy products, International Delight® coffee creamers, LAND O LAKES® creamers and fluid dairy products, Silk® plant-based
beverages, such as soy, almond and coconut milks, and cultured soy products. WhiteWave-Alpro also offers branded soy-based
beverages and food products in Europe and markets its products under the Alpro® and Provamel® brands. Additionally, with our
Hero/WhiteWave joint venture we have expanded the WhiteWave product footprint beyond the dairy case to chilled fruit-based
beverages with Fruit2Day®.
Our principal executive offices are located at 2711 North Haskell Avenue, Suite 3400, Dallas, Texas 75204. Our telephone
number is (214) 303-3400. We maintain a website at www.deanfoods.com. The reference to our website is intended to be an
inactive textual reference only. The information accessible through our website is not part of this prospectus and should not be
relied upon in connection with making any investment decision. We were incorporated in Delaware in 1994. Our common stock
is listed on the New York Stock Exchange.
Risk Factors
Participating in the exchange offer and investing in the new notes involves risks. You should carefully consider the
information set forth above, the information in the section of this prospectus entitled "Risk Factors" beginning on page 6 and the
other information included in this prospectus and the risk factors and other information incorporated by reference in this
prospectus (including our most recent Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q), before
deciding whether to participate in the exchange offer and invest in the new notes.
Ratios of Earnings to Fixed Charges
The following table sets forth our ratio of earnings to fixed charges for each of the periods indicated:
Three
Months

Year Ended December 31

Ended
March 31,

2011
2010 2009 2008 2007 2006
Ratio of earnings to fixed charges (1)
1.51

1.50 2.26 1.81 1.55 2.85
(1) For purposes of calculating the ratio of earnings to fixed charges, "earnings" represents income before income taxes plus fixed charges. "Fixed charges" consist of
interest on al debt, amortization of deferred financing costs and the portion of rental expense that we believe is representative of the interest component of rent expense.

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Summary of the Exchange Offer
Background
On December 16, 2010, we issued $400,000,000 aggregate principal amount of old
notes in an unregistered offering. In connection with that offering, we entered into a
registration rights agreement in which we agreed, among other things, to complete this
exchange offer. Under the terms of the exchange offer, you are entitled to exchange old
notes for new notes, evidencing the same indebtedness and with substantially similar
terms as the corresponding series of old notes, except that the new notes will be
registered under the Securities Act and will not have restrictions on transfer, rights to
special interest or registration rights. You should read the discussion under the
heading "Description of the Notes and the Guarantees" for further information

regarding the new notes.
The Exchange Offer
We are offering to exchange a like amount of new notes for old notes validly tendered

and accepted.
We will not pay any accrued and unpaid interest on the old notes that we acquire in
the exchange offer. Instead, interest on the new notes will accrue from the most recent
date to which interest has been paid on the old notes. Any original notes not
exchanged will remain outstanding and continue to accrue interest according to their
terms.

As of the date of this prospectus, $400,000,000 aggregate principal amount of the old

notes are outstanding.
Denominations of New Notes
Tendering holders of old notes must tender old notes in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof. New notes will be issued
in minimum denominations of $2,000 and integral multiples of $1,000 in excess

thereof.
Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on August 3, 2011,
unless we extend or terminate the exchange offer, in which case "expiration date"

will mean the latest date and time to which we extend the exchange offer.
Settlement Date
The settlement date of the exchange offer will be promptly after the expiration date of

the exchange offer.
Withdrawal of Tenders

Tenders of old notes may be withdrawn at any time prior to the expiration date.
Conditions to the Exchange Offer
Our obligation to consummate the exchange offer is subject to certain customary
conditions, which we may assert or waive. See "Description of the Exchange Offer

-- Conditions to the Exchange Offer."
Procedures for Tendering
To participate in the exchange offer, you may follow the automatic tender
offer program ("ATOP"), procedures established by The Depository Trust
Company ("DTC"), for tendering old notes held in book-entry form. The
ATOP procedures require that the exchange agent receive, prior to the
expiration date of the exchange offer, a computer-generated message
known as an "agent's message" that is transmitted through ATOP and that
DTC confirm that:

· DTC has received instructions to exchange your old notes; and

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· you agree to be bound by the terms of the letter of transmittal.

For more details, please read "Description of the Exchange Offer -- Terms of the
Exchange Offer" and "Description of the Exchange Offer -- Procedures for Tendering." If
you elect to have old notes exchanged pursuant to this exchange offer, you must properly
tender your old notes prior to 5:00 p.m., New York City time, on the expiration date. All
old notes validly tendered and not properly withdrawn will be accepted for exchange. Old
notes may be exchanged only in minimum denominations of $2,000 and integral multiples

of $1,000 in excess thereof.
Consequences of Failure to
If we complete the exchange offer and you do not participate in it, then:
Exchange

· your old notes will continue to be subject to the existing restrictions upon their
transfer;

· we will have no further obligation to provide for the registration of those old notes
under the Securities Act except under certain limited circumstances; and

· the liquidity of the market for your old notes could be adversely affected.
Taxation
The exchange pursuant to the exchange offer generally will not be a taxable event for U.S.
federal income tax purposes. See "Certain Material United States Federal Income Tax

Consequences" in this prospectus.
Use of Proceeds
We will not receive any cash proceeds from the issuance of the new notes in this exchange

offer. See "Use of Proceeds."
Exchange Agent
The Bank of New York Mellon Trust Company, N.A. is the exchange agent for the

exchange offer.
Regulatory Approvals
Other than the federal securities laws, there are no federal or state regulatory requirements
that we must comply with and there are no approvals that we must obtain in connection

with the exchange offer.
Absence of Dissenters' Rights
Holders of the old notes do not have any appraisal or dissenters' rights in connection with

the exchange offer.

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Summary of the New Notes
The new notes will be substantially the same as the old notes, except that the new notes will be registered under the
Securities Act and will not have restrictions on transfer, rights to special interest or registration rights. The new notes will
evidence the same debt as the old notes, and the same indenture will govern the new notes and the old notes. We sometimes
refer to the new notes and the old notes collectively as the "notes."
The following summary contains basic information about the new notes and is not intended to be complete. It does not
contain all the information that may be important to you. For a more complete understanding of the new notes, please read
"Description of the Notes and the Guarantees."
Issuer
Dean Foods Company
New Notes Offered $400,000,000 aggregate principal amount of senior notes.
Maturity
The new notes will mature on December 15, 2018.
Interest
9.750% per year.
Interest Payment
June 15 and December 15 of each year. Because June 15, 2011 was an interest payment date for the old
Dates
notes, the first interest payment date for the new notes will be December 15, 2011, and interest will
begin to accrue on the new notes from June 15, 2011, the last interest payment date.
Subsidiary
The new notes will be fully and unconditionally guaranteed by the subsidiaries that are guarantors under
Guarantors
our senior secured credit facility, which are substantially all of our wholly owned U.S. subsidiaries
excluding our aviation subsidiaries and our receivables subsidiaries. The subsidiary guarantors'
guarantees will be joint and several obligations.
Ranking
The new notes will be our senior unsecured obligations and will rank equally with all of our other
senior unsecured indebtedness, including $500 million aggregate principal amount of our 7.000%
Senior Notes due 2016, which we refer to as our 7% senior notes due 2016, and will be effectively
subordinated to the indebtedness outstanding under our senior secured credit facility from time to time
and any other secured debt we may incur to the extent of the value of the collateral securing such
indebtedness. The new notes will be fully and unconditionally guaranteed on a senior basis, jointly and
severally, by our subsidiaries that are guarantors under our senior secured credit facility, which are
substantially all of our wholly owned U.S. subsidiaries excluding our aviation subsidiaries and our
receivables subsidiaries. Each guarantee will be effectively subordinated to any secured obligations of
the subsidiary guarantors to the extent of the value of the collateral securing such indebtedness. These
subsidiary guarantors also guarantee our obligations under our senior secured credit facility and our 7%
senior notes due 2016. At March 31, 2011, we had approximately $4.0 billion aggregate principal
amount of senior indebtedness outstanding (including subsidiary debt we have guaranteed), of which
$3.9 billion was guaranteed by the subsidiary guarantors and $3.0 billion was secured, and no
subordinated indebtedness outstanding. The new notes will be structurally subordinated to any
indebtedness or other liabilities of our non-guarantor subsidiaries.
Optional
We may, at our option, redeem all or part of the notes at any time prior to December 15, 2014 at a
Redemption
make-whole price, and at any time on or after December 15, 2014 at fixed redemption prices, plus
accrued and unpaid interest to the date of redemption, as described under "Description of the Notes and
the Guarantees--Optional Redemption." In addition, prior to December 15, 2013, we may, at our
option, redeem up to 35% of the notes with the proceeds of certain equity offerings.

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Change of Control
If specific kinds of changes of control occur and we have not previously exercised our right to redeem
all of the outstanding new notes as described under "Description of the Notes and the Guarantees
--Optional Redemption," we must offer to purchase the new notes at a price equal to 101% of the
principal amount thereof plus any accrued and unpaid interest. See "Description of the Notes and the
Guarantees--Repurchase at the Option of Holders Upon a Change of Control."
Covenants
The indenture under which we will issue the new notes contains covenants that, among other things,
limit our ability to incur secured indebtedness, enter into sale-leaseback transactions and engage in
mergers, consolidations and sales of all or substantially all of our assets. See "Description of the Notes
and the Guarantees--Covenants."
Denomination
The new notes will be issued in fully registered form, without coupons, in denominations of $2,000 and
integral multiples of $1,000 in excess thereof.
No Public Market
The new notes will be new securities for which no market currently exists and we cannot assure you
that any public market for the new notes will develop or be sustained.
Listing
We do not intend to list the new notes on any securities exchange.
Additional Notes
The indenture governing the new notes will provide for unlimited issuances of additional notes. See
"Description of the Notes and the Guarantees."
Governing Law
New York

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