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): | December 8, 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.) |
1225 Seventeenth Street, Suite 1000, Denver, Colorado | 80202 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants telephone number, including area code: | (303) 635-4500 |
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 1.01 Entry into a Material Definitive Agreement.
On December 9, 2013, The WhiteWave Foods Company, a Delaware corporation ("WhiteWave"), announced that it has agreed to acquire the business of Earthbound Farm, one of the largest organic produce brands in North America and a leader in the value-added organic packaged salad category, from the existing shareholders of Earthbound Farm. WhiteWave will acquire Earthbound Farm for a purchase price of approximately $600 million, subject to possible post-closing working capital adjustments and indemnification claims, pursuant to an Agreement and Plan of Merger dated December 8, 2013 with Earthbound Holdings I, LLC, a Delaware limited liability company, EB SAV Inc., a Delaware corporation and direct and indirect equity holder of Earthbound Holdings I, and HM Earthbound LLC, a Delaware limited liability company, in its capacity as the representative of the existing Earthbound Farm shareholders.
The transaction is expected to be completed during the first quarter of 2014, subject to customary closing conditions, including the expiration or termination of any required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the absence of certain legal impediments to the transaction. Each of the parties has agreed to use its respective reasonable best efforts to take all actions, and obtain all consents and approvals, necessary for the consummation of the transaction.
A copy of the press release dated December 9, 2013 announcing WhiteWave's agreement to acquire Earthbound Farm is attached as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference. The press release also contains details regarding WhiteWave's webcast and conference call to discuss the acquisition, which is scheduled for 8:30 a.m. Eastern Standard Time on December 9, 2013.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99 - Press release issued December 9, 2013
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 | ||||
December 9, 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 December 9, 2013 |
Exhibit 99
The WhiteWave Foods Company Announces Agreement to Acquire
Premier Organic Produce Company Earthbound Farm
Adds Highly Complementary Business, in a High-growth Category, to WhiteWaves Portfolio;
Reaffirms WhiteWaves Leadership in the Organic Foods
and Beverages Industry in North America
DENVER, Colorado, and SAN JUAN BAUTISTA, California, December 9, 2013 The WhiteWave Foods Company (NYSE:WWAV) (WhiteWave), a leading consumer packaged food and beverage company in North America and Europe, today announced that it has agreed to acquire Earthbound Farm, one of the countrys leading organic food brands, from its existing shareholders led by Kainos Capital and founders Drew & Myra Goodman, for approximately $600 million in cash.
Both WhiteWave and Earthbound Farm are pioneers and innovators in the organic industry, recognized for creating the on-trend, high-growth food and beverage categories in which they compete. With anticipated 2013 net sales of over $500 million, Earthbound Farm is the largest organic produce brand in North America and the recognized leader in the value-added organic packaged salad category. Earthbound Farm also produces and markets an extensive line of organic fresh fruits and vegetables, frozen fruits and vegetables, and dried fruits and snacks. WhiteWave manufactures, markets, distributes, and sells branded plant-based foods and beverages, coffee creamers and beverages, and premium dairy products throughout North America and Europe under widely-recognized, leading brands including Silk®, Horizon Organic®, International Delight®, and LAND O LAKES®*. Both companies are committed to creating great-tasting, responsibly-produced foods that are better for people and the planet.
Earthbound Farm is an outstanding organization well-known for innovation, freshness, organic stewardship and food safety. It is a natural extension of our business that reaffirms WhiteWaves leadership in the organic foods and beverages industry in North America, said Gregg Engles, Chairman and Chief Executive Officer of WhiteWave. Fresh foods are one of the most attractive, emerging trends in the food industry today and the market for organic products continues to grow steadily. With Horizon Organic and Earthbound Farm, WhiteWave will now provide the two most popular gateways for consumers to enter into the organic category produce and dairy.
Engles continued, Over the last year, WhiteWave has established a solid foundation and delivered strong financial results as an independent company, and this acquisition will allow us to drive additional shareholder value. The acquisition is expected to be accretive to earnings per share in the first year after close and will add to our already-strong growth momentum. We look forward to partnering with our talented colleagues at Earthbound Farm as we work to change the way the world eats for the better.
Earthbound Farm Co-Founder Drew Goodman said, For 30 years, Myra and I have been committed to Earthbound Farms mission to bring the benefits of organic food to as many people as possible. We both believe that WhiteWave continues to be a leader in improving how food is produced and will help Earthbound Farm achieve its original mission and reach its full potential. Were excited for the future of Earthbound Farm and the opportunity to join the WhiteWave family.
I cant imagine a better fit for Earthbound Farm than WhiteWave, bringing together two of the leading companies in the good food movement, said Earthbound Farm Chief Executive Officer Charles Sweat. Both companies have a heritage nurtured from small beginnings. And both companies believe in the importance of scaling the production of better food that makes for healthier people and a healthier planet.
The acquisition, which is subject to regulatory approvals and customary closing conditions, is expected to be completed during the first quarter of 2014.
WhiteWave plans to operate Earthbound Farm as a separate business unit, based in San Juan Bautista, California. No significant operational changes are anticipated at Earthbound Farm as a result of the acquisition.
Including the impact of purchase accounting, WhiteWave expects that this acquisition will add approximately $0.07 cents per share to its adjusted net earnings in the first fiscal year, before transaction costs. This estimate is subject to the final closing balance sheet valuation.
WhiteWave plans to fund the acquisition with borrowings under its existing credit facilities. In order to provide continued capacity for future growth, the Company also intends to increase its credit facilities by $500 million, subject to lenders commitments. The Company anticipates completing the increase to its credit facilities in December 2013.
J.P. Morgan acted as financial advisor and Haynes and Boone, LLP acted as legal advisor to WhiteWave. Barclays and Houlihan Lokey acted as financial advisors and Weil, Gotshal & Manges and Cooley LLP acted as legal advisors to Earthbound Farm.
CONFERENCE CALL & WEBCAST
WhiteWave will host a conference call to discuss the acquisition today, December 9, 2013 at 8:30
a.m. Eastern Standard Time. Participants may access the call at 1.877.280.4953, access code
34229820. Participants should call at least ten minutes prior to the starting time. A recording of
the call will be available approximately two hours after it is completed through midnight Eastern
Standard Time December 17, 2013 at 1.888.286.8010. The passcode is 95853003.
The call may also be heard live by visiting the Investor Relations section of the Companys website at www.whitewave.com/investors. A slide presentation will accompany the webcast and a webcast replay will be available for approximately 45 days following the event within the Investor Relations section of the Companys website.
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. The Company
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. The Companys 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 www.whitewave.com.
*The LAND O LAKES brand is owned by Land OLakes, Inc. and is used by license.
ABOUT EARTHBOUND FARM
Founded in 1984 on a 2.5-acre backyard garden, Earthbound Farm is now one of the nations leading
organic food companies. Earthbound Farms nationally lauded food safety program is unparalleled in
the produce industry. The company offers more than 100 varieties of certified organic salads,
fruits and vegetables grown on more than 50,000 crop acres by more than 200 farmers. Taken
together, those organic farming methods will keep more than 19 million pounds of conventional
chemicals out of the soil, water and air during 2013 alone. For more information, visit Earthbound
Farms website at www.ebfarm.com.
ABOUT KAINOS CAPITAL
Kainos Capital is a middle market private equity firm with an exclusive focus on the food and
consumer sector. The firms strategy is to build a diversified portfolio of growing and
strategically relevant food and consumer businesses that trade buyers would like to acquire. For
more information, visit Kainos Capitals website at www.kainoscapital.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, anticipated net
sales of Earthbound Farm, the expected accretive impact of the Earthbound Farm acquisition on
WhiteWaves adjusted net earnings, WhiteWaves projected future financial performance and
outstanding indebtedness, the expected date for completion of the acquisition, WhiteWaves growth
plans and anticipated capital expenditures, and other statements that begin with words such as
believe, expect or anticipate. These statements involve risks and uncertainties that may
cause results to differ materially from the statements set forth in this press release. Earthbound
Farm may not achieve the level of sales or profitability that justifies our investment, or may have
unidentified liabilities for which WhiteWave, as a successor owner, may be responsible. The success
of the Earthbound Farm acquisition may depend on our ability to effectively integrate its products
into our existing product mix, integrate its distribution channels and sales force, achieve
anticipated cost savings, and retain key personnel and customers of Earthbound Farm. Integrating
Earthbound Farm into our existing operations may divert managements attention from our day-to-day
operations. Financial projections are based on a number of assumptions, and actual results could be
materially different than projected if those assumptions are erroneous. WhiteWaves ability to meet
targeted financial and operating results depend on a variety of economic, competitive, and
governmental factors, including raw material availability and costs, the demand for the Companys
products, and the Companys ability to access capital under its credit facilities or otherwise,
many of which are beyond the Companys control and which are described in the Companys 2012 Annual
Report on Form 10-K, as supplemented and updated in our Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 14, 2013. 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.
CONTACTS
The WhiteWave Foods Company
Investor Relations:
Dave Oldani
303.635.4747
Media:
Molly Keveney
303.635.4529
Earthbound Farm
Media:
Samantha Cabaluna
831.623.7880