UNITED STATES DISTRICT COURT 

FOR NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

UNITED STATES OF AMERICA, 

COMMONWEALTH OF 

MASSACHUSETTS, 

and 

STATE OF WISCONSIN, 

 Plaintiffs, 

v. 

 

DAIRY FARMERS OF AMERICA, INC. 

and

DEAN FOODS COMPANY, 

 Defendants. 

No. 20 C 2658 

Judge Feinerman 

JOINT STATUS REPORT 

The parties submit this joint status report in response to the Court’s June 5, 2020, Minute 

Order (Docket No. 21) relating to when the United States will file a motion for entry of the 

proposed Final Judgment. 

I. INTRODUCTION AND BACKGROUND 

On May 1, 2020, the United States, the Commonwealth of Massachusetts, and the State 

of Wisconsin (collectively, “Plaintiffs”) filed a Complaint (Docket No. 1) alleging that Dairy 

Farmers of America’s (“DFA”) acquisition of Dean Food Company’s (“Dean”) fluid milk 

processing plants would further consolidate the highly concentrated fluid milk markets in (1) 

northeastern Illinois and Wisconsin and (2) New England. If allowed to proceed, the Complaint 

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further alleges, the likely result of Defendants’ transaction would be to substantially lessen 

competition for the processing and sale of fluid milk in violation of Section 7 of the Clayton Act, 

15 U.S.C. § 18. 

At the same time that Plaintiffs filed the Complaint, Plaintiffs also filed an Asset 

Preservation and Hold Separate Stipulation and Order (Docket No. 4-1) and a proposed Final 

Judgment (Docket No. 4-2), which are designed to remedy the anticompetitive effects identified 

in the Complaint. Defendants consented to entry of the proposed Final Judgment without trial or 

adjudication of any issue of fact or law and without the Final Judgment constituting any evidence 

against or admission by a party regarding any issue of fact or law. 

The proposed Final Judgment requires the divestiture of three dairy processing plants and 

related assets identified in the proposed Final Judgment. The Court appointed Jerry Sturgill as 

Divestiture Trustee on July 24, 2020 (Docket No. 37). Since his appointment, Mr. Sturgill has 

been marketing the Divestiture Assets. 

II. THE PARTIES HAVE MET THE APPA’S NOTICE REQUIREMENTS 

 Entry of the proposed Final Judgment is subject to the requirements of the Antitrust 

Penalties and Procedure Act, 15 U.S.C. § 16(b)–(h) (the “APPA”), which governs the settlement 

of antitrust claims by the United States. The APPA, also known as the Tunney Act, requires that 

the United States publish the proposed Final Judgment and a Competitive Impact Statement to 

facilitate public comment. 

 The United States filed the Competitive Impact Statement with this Court on May 26, 

2020 (Docket No. 16). The United States then published notice of the proposed Final Judgment 

in the Federal Register on June 2, 2020, to inform members of the public of a 60-day comment 

period during which they may submit comments about the proposed Final Judgment to the 

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United States Department of Justice, Antitrust Division. See 15 U.S.C. § 16(b)–(c); 85 Fed. Reg. 

33,712 (June 2, 2020). Similarly, the United States facilitated the publication of newspaper 

notices informing members of the public of the proposed Final Judgment in the Washington 

Post, Chicago Tribune, and Boston Globe on June 1–4 and June 8–10, 2020. 

DFA and Dean have also completed their obligations, submitting their Section 16(g) 

reports to the Court on August 4, 2020 (Docket No. 38). After the United States responds to 

public comments, certifies its compliance with the Tunney Act, and moves to enter the proposed 

Final Judgment, the Court can enter the proposed Final Judgment without a hearing. See United 

States v. U.S. Airways, 38 F. Supp. 3d 69, 76 (D.D.C. 2014) (“A court can make its public 

interest determination based on the competitive impact statement and response to public 

comments alone.”) (citing United States v. Enova Corp., 107 F. Supp. 2d 10, 17 (D.D.C. 2000)). 

III. THE APPA COMMENT PERIOD HAS CONCLUDED 

The period for the public to submit comments ended on August 10, 2020. After a 

reasonable period of time has passed to ensure receipt of any comments sent by mail to the 

Antitrust Division’s published address, the United States will complete its review of any public 

comments it receives. 

IV. THE UNITED STATES IS CURRENTLY REVIEWING COMMENT(S) 

To date, the United States has received one comment. The United States will consider all 

comments it receives, including any that may have been sent by the deadline for comments, but 

have not yet arrived at the offices of the Antitrust Division, and will publish all comments it 

receives as well as the responses of the United States, in the Federal Register, or alternatively, 

upon leave of the Court, on the U.S. Department of Justice, Antitrust Division’s website. 

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V. THE UNITED STATES IS LIKELY TO MAKE A MOTION IN SEPTEMBER 

RELATING TO THE PROPOSED FINAL JUDGMENT 

 As the period for the public to submit comments has only just closed, it is still uncertain 

exactly how many comments the United States will receive and what the comments will say. 

Subject to the comments that it receives, the United States expects that it will move this Court to 

enter the proposed Final Judgment by the end of September 2020. If the United States 

determines that it will not be able to file such a motion by the end of September, it will notify the 

Court and advise as to a new projected date for filing. 

Dated: August 11, 2020 

 

 Respectfully submitted, 

 /s/ Karl D. Knutsen 

Karl D. Knutsen 

Justin Heipp 

Nathaniel J. Harris 

Christopher A. Wetzel 

U.S. Department of Justice 

Antitrust Division 

Healthcare and Consumer Products Section 

450 Fifth Street, NW, Suite 4100 

Washington, DC 20530 

202-514-0976 

karl.knutsen@usdoj.gov

 

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CERTIFICATE OF SERVICE 

I, Karl D. Knutsen, hereby certify that on August 11, 2020, I caused a copy of the foregoing 

Joint Status Report to be served on Defendants by mailing the document electronically to 

their duly authorized legal representatives as follows: 

For Defendant Dairy Farmers of America, Inc.: 

W. TODD MILLER 

Baker & Miller 

2401 Pennsylvania Ave., NW 

Washington, DC 20037 

Tel: (202) 663-7822 

Fax: (202) 663-7849 

tmiller@bakerandmiller.com 

MICHAEL G. EGGE 

Latham & Watkins LLP 

555 Eleventh Street, NW, Suite 1000 

Washington, DC 20004 

Tel: (202) 637-2285 

Fax: (202) 637-2201 

michael.egge@lw.com 

GARRET RASMUSSEN 

Orrick Herrington & Sutcliffe LLP 

Columbia Center 

1152 15th Street, N.W. 

Washington, DC 20005 

Tel: (202) 339-8481 

Fax: (202) 339-8500 

grasmussen@orrick.com 

For Defendant Dean Foods Company: 

ARTHUR J. BURKE 

Davis Polk LLP 

450 Lexington Ave. 

New York, NY 

Tel: (212) 450-4352 

Fax: (212) 701-5800 

arthur.burke@davispolk.com 

And other ECF registered users by ECF. 

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 /s/ Karl D. Knutsen 

Karl D. Knutsen 

Attorney for the United States 

U.S. Department of Justice Antitrust Division 

450 Fifth Street NW, Suite 4100 

Washington, DC 20530 

Tel.: 202-514-0976 

Fax: 202-307-5802 

E-mail: karl.knutsen@usdoj.gov 

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