The WhiteWave Foods Company (“WhiteWave”) (NYSE: WWAV) today announced
the pricing of an offering of approximately 29.9 million shares of its
Class A common stock owned by Dean Foods Company (“Dean Foods”) at a
public offering price of $17.75 per share. The underwriters have a
30-day option to purchase up to approximately 4.5 million additional
shares of WhiteWave Class A common stock owned by Dean Foods, at the
same public offering price, less the underwriting discount. If the
underwriters exercise this option in full, Dean Foods will not own any
shares of WhiteWave common stock upon completion of the offering. The
offering is expected to close on July 25, 2013.
Prior to the closing of the offering, Dean Foods will exchange its
shares of WhiteWave Class A common stock to be sold in the offering for
indebtedness of Dean Foods currently held by J.P. Morgan Securities LLC
and BofA Merrill Lynch, who are two of the underwriters in the offering.
J.P. Morgan Securities LLC and BofA Merrill Lynch will then sell these
shares of Class A common stock pursuant to the offering. WhiteWave will
not issue any new shares of Class A common stock and will not receive
any proceeds from the sale of Class A common stock in the offering.
After completion of this offering, there will be approximately 105.1
million shares of WhiteWave Class A common stock outstanding and
approximately 67.9 million shares of WhiteWave Class B common stock
outstanding, in each case based on the number of shares outstanding as
of June 30, 2013.
A registration statement relating to these securities has been filed
with, and declared effective by, the U.S. Securities and Exchange
Commission. This press release shall not constitute an offer to sell or
a solicitation of an offer to buy these securities, nor shall there be
any sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
J.P. Morgan Securities LLC, BofA Merrill Lynch, Credit Suisse Securities
(USA) LLC, SunTrust Robinson Humphrey and Wells Fargo Securities are
acting as joint book-running managers for the offering. Credit Agricole
Securities (USA) Inc. and Rabo Securities are acting as co-managers for
the offering. The offering will be made only by means of a written
prospectus meeting the requirements of Section 10 of the Securities Act
of 1933. A copy of the prospectus may be obtained from: J.P. Morgan
Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, New York 11717 or by telephone at +1 (866)
803-9204; or BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn:
Prospectus Department or email email@example.com.
About The WhiteWave Foods Company
The WhiteWave Foods Company is a leading consumer packaged food and
beverage company that manufactures, markets, distributes, and sells
branded plant-based foods and beverages, coffee creamers and beverages,
and premium dairy products throughout North America and Europe.