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Restructuring

Dean Foods General Counsel Talks Dealmaking Amid Covid-19

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Published: June 22nd, 2020
Kristy Waterman has led the company through its Chapter 11 restructuring and asset sales, as well as the Covid-19 pandemic.

Kristy N. Waterman, general counsel of Dean Foods Co., is wrapping up one of her most significant accomplishments as a lawyer in leading the company through Chapter 11 and completing the successful sale of most of its assets.

“Given the industry challenges and the current environment, I think the restructuring was a success,” said Waterman, who is set to appear on The Deal’s Corporate Dealmaking Amid Covid-19 webcast on May 13. “We were able to sell substantially all of our businesses to continue operations, which preserved the most jobs possible and ensured a smooth transition for our customers and partners.”

Of the 57 manufacturing facilities Dean Foods was operating as dairies when it entered Chapter 11 on Nov. 12, it has completed sales of 55 as ongoing businesses. Waterman was busy on Friday, May 1, wrapping up seven separate transactions involving Dean Foods’ assets.

The sales included a $433 million deal for most of Dean Foods’ assets with Dairy Farmers of America Inc., which required a resolution of a potential antitrust challenge by Food Lion LLC and Maryland and Virginia Milk Producers Cooperative Association Inc. The Dallas company sold its remaining assets in six other sales for about $136 million.

Waterman also has been busy implementing measures to keep Dean Foods’ workers safe on the job during the Covid-19 pandemic.

Despite the recent sales, she said some of her most satisfying accomplishments have been working on acquisitions Dean Foods made during her tenure at the company.

“What I’ve enjoyed has been working on the strategy for acquisitions Dean has made over the years. It’s fun to go look at a business, evaluate it and see how it fits into the structure and needs of the company,” Waterman said.

One such acquisition was the Friendly’s Ice Cream manufacturing and retail business purchase in 2016 from Sun Capital Partners Inc.

“I love dairy, above everything. I’m definitely a lawyer and support the legal team, but I also serve as a leader in one of largest dairy operations in the U.S.,” Waterman said. “We sell milk, which is a wholesome, healthy staple item, and ice cream, which makes everyone happy.

“It’s a hard-working company with drivers getting up at 4 a.m. to deliver fresh milk to stores every day. I think we have some of the best people working here,” she said.

Waterman arrived at Dean Foods in May 2014 as chief counsel in her specialty of corporate and securities and was promoted to deputy general counsel in April 2018. She became senior vice president and general counsel in September.

Dean Foods’ general counsel in 2014, Rachel Gonzalez, now general counsel at Starbucks Corp. (SBUX), recruited Waterman to Dean Foods and inspired her to follow in her footsteps to become the top lawyer at the company.

“I was inspired by her leadership style, her knowledge of the industry and the influence she had on the business,” Waterman said.

Before joining Dean Foods, Waterman was a senior attorney at Norton Rose Fulbright US LLP from April 2007 to May 2014 and was an attorney at Gardere Wynn Sewell LLP before that. (The former firm represents Dean Foods and affiliates including Southern Foods Group LLC in Chapter 11.)

Waterman earned her law degree at St. Mary’s University School of Law in San Antonio after earning her bachelor’s degree in mathematics, economics and political science from University of Texas in Austin.

“I studied mathematics and loved the logic of the law. It was always a good fit with the underlying premise that lawyers and the law should be based on logic,” Waterman said.

Don’t miss an opportunity to hear from Waterman and Hamilton Lane managing director Andrea Kramer on May 13 as part of The Deal’s Corporate Dealmaking Amid Covid-19 webcast. The webcast will be hosted on TheDeal.com. Register now.

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