2014

Dean Foods Announces Filing Of Registration Statement Of The WhiteWave Foods Company For Sale Of Up To 34.4 Million Shares Of WhiteWave Class A Common Stock Held By Dean Foods

DALLAS, June 14, 2013 /PRNewswire/ -- Dean Foods Company (NYSE: DF) today announced that The WhiteWave Foods Company ("WhiteWave") 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 WhiteWave's Class A common stock currently held by 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.  Prior to the offering, Dean Foods will exchange certain shares of WhiteWave Class A common stock for indebtedness of Dean Foods held by certain of the underwriters or their affiliates, who will then sell these shares of Class A common stock pursuant to the offering. Dean Foods expects the debt-for-equity exchange to be a tax free transaction.

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 these securities 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.  When available, 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 dg.prospectus_requests@baml.com.

ABOUT DEAN FOODS
Dean Foods® is a leading food and beverage company in the United States and is the nation's largest processor and direct-to-store distributor of fluid milk.

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, the planned offering and 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 press release.  Dean Foods 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.

CONTACT: Corporate Communications, Liliana Esposito, +1-214-721-7766; or Investor Relations, Barry Sievert, +1-214-303-3438

SOURCE Dean Foods Company



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