VIA EDGAR
October 15, 2012 |  |
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| Attention: | Paul Monsour |
Timothy S. Levenberg
The WhiteWave Foods Company
Registration Statement on Form S-1
File No. 333-183112
On behalf of The WhiteWave Foods Company, a Delaware corporation (the “Company”), in response to discussions on October 15 with Paul Monsour and Timothy S. Levenberg of the staff of the U.S. Securities and Exchange Commission (the “Staff”), the Company advises the Staff that in connection with the Registration Statement on Form S-1 (File No. 333-183112) (the “Registration Statement”) originally filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on August 7, 2012, the Company proposes to revise the Registration Statement in Amendment No. 3 as set forth on the pages attached hereto asExhibit C to reflect changes to the Registration Statement that either reflect the newly established price range and offering size, the Company’s preliminary third quarter results or revisions made in response to a comment letter regarding the Company’s confidential treatment request located in the following sections: (1) the front cover of the Registration Statement, (2) certain pages from the Prospectus Summary, including the Company’s new Recent Developments section and (3) other sections affected by setting the price range and offering size (Capitalization, Dilution, Use of Proceeds, Unaudited Pro Forma Financial Statements, two pages from the Certain Relationships and Related Party Transactions section, the draft auditor opinion, and selected pages from the financial statements that show the pro forma earnings based on the recapitalization of the Company).
In addition, attached hereto asExhibit A, is the cover letter for the package containing the supplemental materials sent to the Staff on September 14, 2012.
In addition, attached hereto asExhibit B, is the cover letter for the package containing the supplemental materials sent to the Staff on October 11, 2012.
Please contact the undersigned at (202) 663-6402 if you have any comments or questions regarding this letter.
[Remainder of page intentionally left blank]
October 15, 2012
Page 2
Best regards,
/s/ Erika L. Robinson
Erika L. Robinson
| cc: | Gregg L. Engles, Chief Executive Officer |
Kelly J. Haecker, Chief Financial Officer
Roger E. Theodoredis, Executive Vice President, General Counsel
Rachel A. Gonzalez, Senior Vice President and Deputy General Counsel, Dean Foods Company
Exhibit A
September 14, 2012 |  |
By Hand
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attn: Paul Monsour
| Re: | The WhiteWave Foods Company |
Registration Statement on Form S-1 (File No. 333-183112)
Ladies and Gentlemen:
Enclosed isAppendix A to the letter dated September 14, 2012 submitted to the Securities and Exchange Commission (the “Commission”) by Wilmer Cutler Pickering Hale and Dorr LLP on behalf of The WhiteWave Foods Company (the “Company”) via EDGAR in connection with the Registration Statement referenced above (the “Registration Statement”). As requested in Comment 3 in the letter dated September 4, 2012 from H. Roger Schwall of the Staff of the Commission to the Company, suchAppendix A contains supplemental support for each of the statistical claims included in the Amendment No. 1 to the Registration Statement filed by the Company with the Commission on September 14, 2012. This material is delivered to you supplementally pursuant to 17 C.F.R. § 200.83 (“Rule 83”). The Company respectfully requests that the enclosed information be treated as confidential information and that the Securities and Exchange Commission (the “Commission”) provide timely notice to The WhiteWave Foods Company, 2711 North Haskell Avenue, Suite 3400, Dallas, TX 75204, Attention: General Counsel (214-303-3400) before it permits any disclosure of the enclosed information. Pursuant to Rule 418(b) of the Securities Act of 1933, as amended, we also request that you return the enclosed material to me at the above address when you have completed your review.
Pursuant to Rule 83, the Company further requests that you promptly inform it, through the Company’s General Counsel, of any requests under the Freedom of Information Act seeking access to the foregoing materials to enable counsel to substantiate the grounds for confidential treatment of such materials and to provide timely notice to the Company in order to afford it an opportunity to protect its legitimate business interests.
U.S. Securities and Exchange Commission
September 14, 2012
Page 2
For purposes of such notification, or if you have any other questions concerning this letter, you may contact me of this firm at
617-526-5042.
Thank you for your assistance.
Very truly yours,
/s/ Heidi B. Treiber
Heidi B. Treiber
Enclosures
| cc: | Office of Freedom of Information |
and Privacy Act Operations
Exhibit B
October 11, 2012 | |
By Hand
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attn: Paul Monsour
| Re: | The WhiteWave Foods Company |
Registration Statement on Form S-1 (File No. 333-183112)
Ladies and Gentlemen:
Enclosed is an update toAppendix A to the letter dated September 14, 2012 submitted to the Securities and Exchange Commission (the “Commission”) by Wilmer Cutler Pickering Hale and Dorr LLP on behalf of The WhiteWave Foods Company (the “Company”) via EDGAR in connection with the Registration Statement referenced above (the “Registration Statement”). As originally requested in Comment 3 in the letter dated September 4, 2012 from H. Roger Schwall of the Staff of the Commission to the Company, such update toAppendix A contains supplemental support for each of the statistical claims included in the Amendment No. 2 to the Registration Statement filed by the Company with the Commission on October 11, 2012, including support for industry data which have been revised to reflect the inclusion of Wal-Mart and certain other retailers. This material is delivered to you supplementally pursuant to 17 C.F.R. § 200.83 (“Rule 83”). The Company respectfully requests that the enclosed information be treated as confidential information and that the Securities and Exchange Commission (the “Commission”) provide timely notice to The WhiteWave Foods Company, 2711 North Haskell Avenue, Suite 3400, Dallas, TX 75204, Attention: General Counsel (214-303-3400) before it permits any disclosure of the enclosed information. Pursuant to Rule 418(b) of the Securities Act of 1933, as amended, we also request that you return the enclosed material to me at the above address when you have completed your review.
Pursuant to Rule 83, the Company further requests that you promptly inform it, through the Company’s General Counsel, of any requests under the Freedom of Information Act seeking access to the foregoing materials to enable counsel to substantiate the grounds for confidential treatment of such materials and to provide timely notice to the Company in order to afford it an opportunity to protect its legitimate business interests.
U.S. Securities and Exchange Commission
October 11, 2012
Page 2
For purposes of such notification, or if you have any other questions concerning this letter, you may contact me at 202-663-6402.
Thank you for your assistance.
Very truly yours,
/s/ Erika Robinson
Erika Robinson
Enclosures
| cc: | Office of Freedom of Information |
and Privacy Act Operations
Exhibit C
Proposed Changed Pages to Registration Statement