BY EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | H. Roger Schwall, Assistant Director |
Paul Monsour, Staff Attorney
October 24, 2012
| Re: | The WhiteWave Foods Company |
Registration Statement Filed on Form S-1
Registration No. 333-183112
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we wish to advise that between October 17, 2012 and the date hereof the number of Preliminary Prospectuses dated October 17, 2012, which were furnished to 8 prospective underwriters and distributed to underwriters, institutional investors, individuals, dealers, brokers and others was approximately 3975.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:00 p.m., Washington, D.C. time, on October 25, 2012 or as soon thereafter as practicable.
[Signature Pages Follow]
| Very truly yours, |
| J.P. MORGAN SECURITIES LLC |
| CREDIT SUISSE SECURITIES (USA) LLC |
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED |
| As Representatives of the several Underwriters |
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Jill Woodworth | |
| Name: Jill Woodworth | ||
| Title: Managing Director | ||
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Gregory D. Smith | |
| Name: Gregory D. Smith | ||
| Title: Managing Director | ||
| MERRILL LYNCH, PIERCE, FENNER & SMITH | ||
| INCORPORATED | ||
| By: | /s/ Richard Diaz | |
| Name: Richard Diaz | ||
| Title: Authorized Signatory | ||
