Dean Foods Company 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 The WhiteWave Foods Company 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.
With the completion of the distribution, Dean Foods continues to own an approximate 19.9% economic interest in WhiteWave. Dean Foods expects to dispose of its retained shares of WhiteWave Class A common stock within 18 months of the distribution in one or more debt-for-equity exchanges or other tax-free dispositions.
"The successful completion of the spin-off of WhiteWave continues to unlock significant shareholder value and represents the final stage of our business separation strategy," said Gregg Tanner, Chief Executive Officer and Director of Dean Foods. "We are well positioned to extend our advantages in the dairy industry, and the retention of a minority ownership interest in WhiteWave gives us the ability to monetize our shares in the future to further increase our financial strength."
Evercore Partners acted as financial advisor to Dean Foods in connection with its strategy to separate its WhiteWave and Morningstar business platforms. J.P. Morgan acted as financial advisor to Dean Foods in connection with the spin-off of The WhiteWave Foods Company.
