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Dean Foods Announces Pricing of Offering of WhiteWave Class A Common Stock Owned by Dean Foods

DALLAS, July 17, 2013 /PRNewswire/ -- Dean Foods Company (NYSE: DF) today announced the pricing of an offering of approximately 29.9 million shares of Class A common stock of The WhiteWave Foods Company ("WhiteWave") owned by Dean Foods at a public offering price of $17.75 per share. The underwriters have a 30-day option to purchase up to approximately 4.5 million additional shares of WhiteWave Class A common stock owned by Dean Foods, at the same public offering price, less the underwriting discount. If the underwriters exercise this option in full, Dean Foods will not own any shares of WhiteWave common stock upon completion of the offering. The offering is expected to close on July 25, 2013.

Prior to the closing of the offering, Dean Foods will exchange its shares of WhiteWave Class A common stock to be sold in the offering for indebtedness of Dean Foods currently held by J.P. Morgan Securities LLC and BofA Merrill Lynch, who are two of the underwriters in the offering. J.P. Morgan Securities LLC and BofA Merrill Lynch 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, and declared effective by, the U.S. Securities and Exchange Commission. 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 are acting as joint book-running managers for the offering. Credit Agricole Securities (USA) Inc. and Rabo Securities are acting 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. A copy of the 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.

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

SOURCE Dean Foods Company