UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | May 23, 2013 |
The WhiteWave Foods Company
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 001-35708 | 46-0631061 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
2711 North Haskell Avenue, Suite 3400, Dallas, Texas | 75204 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants telephone number, including area code: | (214) 303-3400 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.01 Changes in Control of Registrant.
The WhiteWave Foods Company ("WhiteWave") today announced that Dean Foods Company ("Dean Foods") has completed its previously announced distribution of an aggregate of 47,686,000 shares of Class A common stock and 67,914,000 shares of Class B common stock of WhiteWave, as a pro rata dividend on shares of Dean Foods common stock outstanding at the close of business on the record date of May 17, 2013. Based on the shares of Dean Foods common stock outstanding as of May 17, 2013, the record date for the distribution, each share of Dean Foods common stock received 0.25544448 shares of WhiteWave's Class A common stock and 0.36380189 shares of WhiteWave's Class B common stock in the distribution. Effective upon the distribution, Dean Foods is no longer a controlling stockholder of WhiteWave.
Item 8.01 Other Events.
On May 23, 2013, WhiteWave issued a press release announcing that, effective after the close of business that day, the previously announced reduction in the voting rights of WhiteWave's Class B common stock became effective. As a result of the distribution described under Item 5.01 above, each share of WhiteWave Class B common stock is entitled to ten votes with respect to the election and removal of WhiteWave's directors and one vote with respect to all other matters submitted to a vote of WhiteWave's stockholders. WhiteWave also announced that its Board of Directors has authorized a share repurchase program, under which the company may repurchase up to $150 million of its common stock. The primary purpose of the program will be to offset dilution from WhiteWave's equity compensation plans, but the company also may make discretionary, opportunistic purchases. WhiteWave's press release is attached as Exhibit 99 to this filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
The WhiteWave Foods Company | ||||
May 23, 2013 | By: |
Roger E. Theodoredis
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Name: Roger E. Theodoredis | ||||
Title: Executive Vice President, General Counsel and Secretary |
Exhibit Index
Exhibit No. | Description | |
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99
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Press release issued May 23, 2013 |
WHITEWAVE SPIN-OFF FROM DEAN FOODS COMPLETED
Reduction in the Voting Rights of Class B Common Stock Effective;
Stock Repurchase Program Authorized
Broomfield, Colo. (May 23, 2013) The WhiteWave Foods Company (WhiteWave) (NYSE: WWAV) today announced that Dean Foods Company has completed the distribution to Dean Foods stockholders of a portion of its remaining equity interest in WhiteWave. After the close of business today, Dean Foods distributed an aggregate of 47,686,000 shares of WhiteWave Class A common stock and 67,914,000 shares of WhiteWave Class B common stock as a pro rata dividend on shares of Dean Foods common stock outstanding at the close of business on the record date of May 17, 2013.
Based on the shares of Dean Foods common stock outstanding as of May 17, 2013, the record date for the distribution, each share of Dean Foods common stock received 0.25544448 shares of WhiteWave Class A common stock and 0.36380189 shares of WhiteWave Class B common stock in the distribution.
Fractional shares of WhiteWave Class A common stock and WhiteWave Class B common stock were not
distributed to Dean Foods stockholders. Instead, the fractional shares of WhiteWave Class A common
stock and WhiteWave Class B common stock will be aggregated and sold in the open market, with the
net proceeds distributed pro rata in the form of cash payments to Dean Foods stockholders who would
otherwise receive WhiteWave fractional shares. The
spin-off was structured to qualify as a tax-free distribution to Dean Foods stockholders for U.S.
federal tax purposes. Cash received in lieu of fractional shares will, however, be taxable. Dean
Foods stockholders should consult their tax advisors with respect to U.S. federal, state, local and
foreign tax consequences of the distribution.
Effective upon the distribution, the previously announced reduction in the voting rights of WhiteWave Class B common stock became effective. Each share of WhiteWave Class B common stock now is entitled to ten votes with respect to the election and removal of WhiteWave directors and one vote with respect to all other matters submitted to a vote of WhiteWaves stockholders.
As an independent company, The WhiteWave Foods Company is well positioned to grow and create shareholder value as a result of strong brand equity in on-trend categories, said Gregg Engles, WhiteWave Chairman and CEO. The spin-off will provide WhiteWave with greater flexibility to build its portfolio of great-tasting, nutritious and responsibly-produced products. We look forward to our future as an independent company with a clear strategy, a leading portfolio of trusted brands and a culture of continuous innovation.
WhiteWave Class A common stock currently trades on the NYSE under the symbol WWAV and, beginning on May 24, 2013, WhiteWave Class B common stock will trade on the NYSE under the symbol WWAV.B.
Following the distribution, Dean Foods continues to own an approximate 19.9% economic interest in WhiteWave, which Dean Foods has stated that it expects to dispose of within 18 months after the distribution in one or more debt-for-equity exchanges or other tax-free dispositions.
Stock Repurchase Program Authorized
WhiteWave also announced today that its Board of Directors has authorized a share repurchase
program, under which the company may repurchase up to $150 million of its common stock. The
primary purpose of the program will be to offset dilution from WhiteWaves equity compensation
plans, but the company also may make discretionary, opportunistic purchases. Shares may be
repurchased under the program from time to time in one or more open market or other transactions,
at the discretion of the company, subject to market conditions and other factors. The
authorization to repurchase shares will end when the company has repurchased the maximum amount of
shares authorized, or the companys Board of Directors has determined to discontinue such
repurchases.
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. WhiteWave
is focused on providing consumers with innovative, great-tasting food and beverage choices that
meet their increasing desires for nutritious, flavorful, convenient, and responsibly produced
products. WhiteWaves widely-recognized, leading brands distributed in North America include Silk®
plant-based foods and beverages, International Delight® and LAND O LAKES® coffee creamers and
beverages, and Horizon Organic® premium dairy products. Its popular European brands of plant-based
foods and beverages include Alpro® and Provamel®.
To learn more about WhiteWave, visit http://www.whitewave.com.
Forward-Looking Statements
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, dispositions of
Dean Foods remaining ownership interest in WhiteWave. These statements involve risks and
uncertainties that may cause results to differ materially from the statements set forth in this
press release. The disposition of Dean Foods remaining ownership interest in WhiteWave in one or
more tax-free dispositions after the spin-off would be subject to various conditions, including the
existence of satisfactory market conditions. For other risks and uncertainties that may cause
actual results to differ from the forward-looking statements contained in this press release, see
the Risk Factors section of WhiteWaves most recent Annual Report on Form 10-K. 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.
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Contact:
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Investor Relations:
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Media: | |
Dave Oldani +1 (303) 635-4747 |
Molly Keveney +1 (303) 635-4529 |
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