The WhiteWave Foods Company (“WhiteWave”) (NYSE: WWAV) today announced that it has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission for a secondary offering of 29.9 million shares of its Class A common stock currently owned by Dean Foods Company (“Dean Foods”). In addition, the underwriters will be granted a 30-day option to purchase Dean Foods’ remaining 4.5 million shares of WhiteWave Class A common stock. If the underwriters exercise this option in full, Dean Foods will not own any shares of our common stock following completion of the offering.
Prior to the offering, Dean Foods will exchange certain shares of WhiteWave Class A common stock that it now owns for indebtedness of Dean Foods held by certain of the underwriters or affiliates of those underwriters, who 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 or receive any proceeds from the sale of Class A common stock in the offering.
A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be offered or sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. 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 jurisdiction.
J.P. Morgan Securities LLC, BofA Merrill Lynch, Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey and Wells Fargo Securities will act as joint book-running managers for the offering. Credit Agricole CIB and Rabo Securities will act 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 preliminary 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
Some of the statements in this press release are “forward-looking” and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These “forward-looking” statements include statements relating to, among other things, the planned offering and the debt-for-equity exchange. These statements involve risks and uncertainties, including among other things, market conditions, that may cause results to differ materially from the statements set forth in this press release. The forward-looking statements in this press release speak only as of the date of this release. WhiteWave expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.