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WhiteWave Spin-Off Information

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The board of directors of the Dean Foods Company (NYSE:DF) has approved the distribution of a portion of its remaining equity interest in The WhiteWave Foods Company (NYSE:WWAV) to Dean Foods stockholders and has determined the approximate distribution ratios, record date and distribution date for the spin-off. We hope the collection of information on this page will provide easy access to details needed about this transaction.

Timeline and Related Documents

  • August 7, 2012: Dean Foods Announces Filing of IPO Registration Statement for The WhiteWave Foods Company
    Press Release
  • October 31, 2012: Dean Foods Announces the Completion of the IPO of The WhiteWave Foods Company
    8-K
  • May 1, 2013: Dean Foods Announces Spin-Off of The WhiteWave Foods Company
    Press Release
    8-K
  • May 15, 2013: Dean Foods Annual Meeting of Stockholders
  • May 17, 2013: Record Date for the Distribution in Connection with the Spin-Off
    Press Release
    8-K
  • May 23, 2013: Distribution Date in Connection with the Spin-Off
    Press Release
    8-K

 

Useful Links

 

  •  Press Releases   
  •  SEC Filings   
  •  Information Statement   
  •  Tax Information   
  •  Frequently Asked Questions   
    1. What is happening with the Dean Foods spin-off of The WhiteWave Foods Company?
      In 2012, The WhiteWave Foods Company (WWAV) completed an Initial Public Offering (IPO) of its Class A common stock, and Dean Foods (DF) retained approximately 87 percent of WhiteWave's equity. At that time, Dean Foods stated its intent to spin-off a majority of its remaining ownership interest in WWAV in mid-2013. On May 1, 2013, the Dean Foods Board of Directors approved the spin-off of a portion of its remaining equity interest in WWAV, through the distribution of 47,686,000 shares of WWAV Class A common stock and 67,914,000 shares of WWAV Class B common stock to Dean Foods stockholders (or approximately 0.256 shares of WWAV Class A common stock and 0.364 shares of WWAV Class B common stock per outstanding share of Dean Foods common stock based on the number of Dean Foods shares outstanding on March 31, 2013). On May 1, the Board also set a May 17 record date and a May 23 distribution date for the spin-off. Once the spin-off is complete, Dean Foods will retain an approximate 19.9% interest in WWAV's common stock. Dean Foods intends to dispose of its remaining shares of WWAV common stock in one or more tax-free transactions within 18 months of the spin-off. Please see our press release dated May 1, 2013 for a fuller discussion of the mechanics of the spin-off.

    2. If I currently hold shares of Dean Foods (DF), will I receive shares of The WhiteWave Foods Company (WWAV)?
      Yes, if you were a holder of Dean Foods shares as of the close of business on the record date of May 17 and you continue to hold those shares through May 23, you will be entitled to receive shares of WhiteWave Class A common stock and shares of WhiteWave Class B common stock as a dividend on each outstanding share of Dean Foods common stock you own as of close of business on the Record Date of May 17, 2013. The amount of WWAV stock that a Dean Foods stockholder receives will be based on a ratio that will be determined on the record date. Based on the number of Dean Foods shares outstanding as of March 31, we expect the ratio to be approximately 0.256 shares of WWAV Class A common stock and 0.364 shares of WWAV Class B common stock per outstanding share of Dean Foods common stock.

    3. What are the mechanics of the spin-off?
      On May 1, 2013, the Dean Foods Board of Directors approved the spin-off of a portion of its remaining equity interest in WWAV, through the distribution of 47,686,000 shares of WWAV Class A common stock and 67,914,000 shares of WWAV Class B common stock pro rata to Dean Foods stockholders. At that time the Board also set the record date and distribution date for the spin-off. if you were a holder of Dean Foods shares as of the close of business on the record date of May 17 and you continue to hold those shares through May 23, you will be entitled to receive shares of WhiteWave Class A common stock and shares of WhiteWave Class B common stock as a dividend on each outstanding share of Dean Foods common stock you own as of close of business on the Record Date of May 17, 2013. The amount of WWAV stock that a Dean Foods stockholder receives will be based on a ratio that will be determined on the record date. Based on the number of Dean Foods shares outstanding as of March 31, we expect the ratio to be approximately 0.256 shares of WWAV Class A common stock and 0.364 shares of WWAV Class B common stock per outstanding share of Dean Foods common stock. Dean Foods will not distribute fractional shares of WWAV stock, and will instead have the fractional shares aggregated and sold on the open market, and will distribute the proceeds as a cash payment to holders otherwise entitled to fractional shares. The spin-off has been structured to be a tax-free distribution for U.S. federal income tax purposes for Dean Foods stockholders, although cash payments made in lieu of fractional shares will be taxable. In the time period between May 15 and May 23, there will be several trading markets of DF common stock and WWAV common stock. After the spin-off is complete, there will be two markets for WWAV securities -- WWAV Class A and WWAV Class B common stock. Dean Foods will retain an approximate 19.9% interest in WWAV common stock. Dean Foods intends to dispose of its remaining shares of WWAV common stock in one or more tax-free transactions within 18 months of the spin-off. Please see our press release dated May 1, 2013 for a fuller discussion of the mechanics of the spin-off and the different markets for DF and WWAV common stock.

    4. What is the timing of the spin-off? When will it be complete?
      On May 1, 2013, the Dean Foods Board of Directors approved the spin-off of 47,686,000 shares of WWAV Class A common stock and 67,914,000 shares of WWAV Class B common stock to Dean Foods stockholders, and set the record date (May 17, 2013) and distribution date (May 23, 2013). The spin-off will be completed after market close on the distribution date of May 23, 2013. At distribution, Dean Foods expects to retain an approximate 19.9% interest in WWAV common stock. Dean Foods intends to dispose of its remaining shares of WWAV common stock in one or more tax-free transactions within 18 months of the spin-off.

    5. How will Dean Foods and the WhiteWave Foods Company stockholders benefit from this transaction?
      The Dean Foods Board of Directors pursued the Initial Public Offering and subsequent spin-off of The WhiteWave Foods Company to create shareholder value and allow each company to move forward independently and pursue its respective business strategies with a focused management team and appropriate capital structure. The businesses have distinct portfolios that require different management styles, operating philosophies and levels of investment. Both Dean Foods and WhiteWave are poised for future success in their respective categories.

    6. Will the spin-off be a tax-free transaction?
      Yes, the spin-off has been 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.

    7. Will Dean Foods retain an ownership interest in the WhiteWave Foods Company?
      Dean Foods expects to retain an approximate 19.9% interest in WWAV common stock. Dean Foods intends to dispose of its remaining shares of WWAV common stock in one or more tax-free transactions within 18 months of the spin-off.

    8. Why is Dean Foods planning to retain shares of WhiteWave?
      A core objective in the strategic realignment of the business is to create shareholder value and allow each company to move forward independently and pursue its respective business strategies with a focused management team and appropriate capital structure, resulting in a stronger Dean Foods balance sheet. We have stated publicly that our goal is to lower the Dean Foods leverage ratio as defined by our credit agreements to below 2.5x net debt to EBITDA. Retaining an ownership interest in WWAV post-spin gives us the ability to monetize those shares in the future in one or more transactions, which would serve to even further deleverage Dean Foods.

    9. After the spin-off, how should I allocate my tax basis between DF and WWAV?
      Following the spin-off, your basis in your shares of Dean Foods before the spin-off must be allocated between your shares of Dean Foods and shares of WWAV Class A common stock and shares of WWAV Class B common stock received in the spin-off (including any fractional shares of WWAV Class A and B common stock to which you were entitled but for which you received cash) in proportion to their relative fair market values on the distribution date. Information will be made available to you after the distribution date concerning possible methodologies for calculating and allocating your tax basis. You should consult your own tax adviser regarding the allocation of your tax basis and the effect of the spin-off in your particular situation.

    10. How will the Company account for fractional shares of stock?
      Dean Foods will not distribute fractional shares of WWAV stock, and will instead have the fractional shares aggregated and sold on the open market, and will distribute the proceeds as a cash payment to holders otherwise entitled to fractional shares. The spin-off has been structured to be a tax-free distribution for U.S. federal income tax purposes for Dean Foods stockholders, although cash payments made in lieu of fractional shares will be taxable.

    11. What will happen to the Dean Foods stock price after the spin-off?
      Immediately following the spin-off, we expect the Dean Foods stock price to decline to reflect the reduction in the company's ownership interest in The WhiteWave Foods Company. We cannot predict the future performance or value of the Dean Foods stock price, which may reflect our financial performance, results of operations, market conditions and other matters. Please see our SEC filings and earnings materials for additional information on our business.

    12. Why did Gregg Engles, Stephen Green, Joseph Hardin and Doreen Wright resign from the Dean Foods Board?
      Chairman Gregg Engles and the other directors remained with the Dean Foods Board from the time of the IPO of WhiteWave through the conclusion of the May 1 Board meeting at which the distribution was declared. This helped to ensure a smooth transition from IPO through spin-off. Gregg Engles currently serves as Chairman and CEO of WhiteWave and will now turn his attention fully to his responsibilities at WhiteWave. Stephen Green, Joseph Hardin and Doreen Wright currently serve as directors of WhiteWave and will also focus on their WhiteWave duties. On May 1st, Tom Davis was appointed to replace Gregg Engles as the Chairman of the Board of Dean Foods. He has served as an independent director of Dean Foods since 2001 and was serving as the Lead Director of the Dean Foods Board at the time of his appointment as Chairman. He has over 20 years of experience as an investment banker and the Dean Foods Board believes this experience brings invaluable strategic insight in the area of finance and will serve the Company well in his role as Chairman of the Board.
     

 

 

Contact Information

Corporate Headquarters
2711 North Haskell Avenue
Suite 3400
Dallas, TX 75204
(214) 303-3400

Investor relations: 214-303-3438
investor_relations@deanfoods.com

Media relations: 214-721-7766
media@deanfoods.com


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