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Whitewave Foods Co, et al. – ‘POSASR’ on 9/12/14

On:  Friday, 9/12/14, at 3:07pm ET   ·   Effective:  9/12/14   ·   Accession #:  1193125-14-340252   ·   File #s:  333-198680, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/12/14  Whitewave Foods Co                POSASR      9/12/14    4:260K                                   Donnelley … Solutions/FA
          WWF Operating Co
          Whitewave Equipment Leasing, LLC
          Creamer Nation, LLC
          Eb Sav Inc.
          WhiteWave Services, Inc.
          Natural Selection Foods Manufacturing, LLC
          Earthbound Holdings I, LLC
          Silk Operating Company, LLC
          Earthbound Holdings II, LLC
          Earthbound Farm, LLC
          Sustainable Packaging Partners LLC
          Earthbound Holdings III, LLC
          Horizon Organic Dairy, LLC

Document/Exhibit                   Description                      Pages   Size 

 1: POSASR      Post-Effective Amendment to an S-3ASR or F-3ASR     HTML    177K 
 2: EX-5.1      Opinion re: Legality                                HTML     23K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML     10K 
 4: EX-23.2     Consent of Experts or Counsel                       HTML      9K 

Table of Contents

As filed with the Securities and Exchange Commission on September 12, 2014

Registration No. 333-198680

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE

AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

The WhiteWave Foods Company

(Exact name of registrant as specified in its charter)

1225 Seventeenth Street, Suite 1000

Denver, Colorado 80202

(303) 635-4500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kelly J. Haecker

Chief Financial Officer

The WhiteWave Foods Company

1225 Seventeenth Street, Suite 1000

Denver, Colorado 80202

(303) 635-4500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Richard B. Aftanas, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

(212) 735-3000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by the Registrant.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this form is a post-effective amendment to a registration to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

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TABLE OF ADDITIONAL REGISTRANTS

Unless otherwise noted, addresses and telephone numbers of principal executive offices are the same as those of The WhiteWave Foods Company.

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PROSPECTUS

The WhiteWave Foods Company

DEBT SECURITIES

GUARANTEES OF DEBT SECURITIES

We may offer, issue and sell from time to time up to $500,000,000 in debt securities, which may be senior debt securities or subordinated debt securities, as well as secured or unsecured, and guarantees of debt securities by certain of our subsidiaries.

We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis.

This prospectus describes some of the general terms that may apply to these securities. The specific terms of any securities to be offered will be described in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you make your investment decision.

You should carefully read and consider the risk factors included in our periodic reports and other information that we file with the Securities and Exchange Commission before you invest in our securities. See “Risk Factors” on page 1 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 12, 2014.

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TABLE OF CONTENTS

We include cross references to captions elsewhere in this prospectus where you can find related additional information. The following table of contents tells you where to find these captions.

Unless the context otherwise requires, all references to “WhiteWave,” the “Company,” “we,” “us,” and “our” may, depending on the context, refer to The WhiteWave Foods Company, to one or more of its consolidated subsidiaries or to The WhiteWave Foods Company and all of its subsidiaries taken as a whole.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the “SEC,” using a “shelf” registration process. Under this shelf process, we may, from time to time, sell debt securities and related guarantees in one or more offerings. This prospectus provides you with a general description of those securities. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering, including the specific amounts, prices and terms of the securities offered. The prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should read this prospectus and the applicable prospectus supplement together with the additional information described herein under the heading “Where You Can Find More Information.”

RISK FACTORS

Investing in the debt securities involves risk. Please see the risk factors described in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2014, which are incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. The risks and uncertainties described are those presently known to us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, results of operations and cash flows.

WHERE YOU CAN FIND MORE INFORMATION

You may obtain from the SEC, through the SEC’s website or at the SEC offices mentioned in the following paragraph, a copy of the registration statement on Form S-3, including exhibits, that we have filed with the SEC to register the securities offered under this prospectus. This prospectus is part of the registration statement and does not contain all the information in the registration statement. You will find additional information about us in the registration statement. Any statement made in this prospectus concerning a contract or other document of ours is not necessarily complete, and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter. Each such statement is qualified in all respects by reference to the document to which it refers.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains our reports, proxy and other information regarding us at http://www.sec.gov. Our SEC filings are also available free of charge at our website (www.whitewave.com). The information on or accessible through our website is not incorporated by reference into this prospectus. In addition, you can inspect reports and other information we file at the office of the NYSE, 20 Broad Street, New York, New York 10005.

The SEC allows “incorporation by reference” into this prospectus of information that we file with the SEC. This permits us to disclose important information to you by referencing these filed documents. Any information referenced this way is considered to be a part of this prospectus and any information filed by us in accordance with Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the SEC subsequent to the date of this prospectus automatically will be deemed to update and supersede this

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information. We incorporate by reference the following documents which we have filed with the SEC (excluding any portions of such documents that have been “furnished” but not “filed” for purposes of the Exchange Act):

We incorporate by reference any filings made with the SEC in accordance with Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus with the exception of any information furnished under Item 2.02 and Item 7.01 of Form 8-K, which is not deemed filed and which is not incorporated by reference herein. Any such filings shall be deemed to be incorporated by reference and to be a part of this prospectus from the respective dates of filing of those documents.

The financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, which is incorporated by reference in this prospectus, have been superseded by the financial statements included in the Current Report on Form 8-K filed on September 11, 2014 and, therefore, Deloitte & Touche LLP, our independent registered public accounting firm, has not reissued its opinion included in the Form 10-K.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We will provide to each person to whom a prospectus is delivered, without charge, upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this prospectus. You should direct requests for documents to:

The WhiteWave Foods Company

1225 Seventeenth Street, Suite 1000

Denver, CO 80202

(303) 635-4747

You should rely only on the information contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any free writing prospectus filed by us with the SEC and any information about the terms of securities offered conveyed to you by us, our underwriters or agents. We have not authorized anyone else to provide you with additional or different information. These securities are only being offered in jurisdictions where the offer is permitted. You should not assume that the information contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus is accurate as of any date other than their respective dates.

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FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, contained in this prospectus, including statements regarding our industry, position, goals, strategy, future operations, future financial position, future revenues, estimated costs, prospects, margins, profitability, capital expenditures, liquidity, capital resources, plans, and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

We have based these forward-looking statements largely on our current expectations and estimates regarding future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly-changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements as predictions or guarantees of future events.

Any forward-looking statement made by us in this prospectus, any accompanying prospectus supplement or in any documents incorporated by reference herein speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. You should read this prospectus completely and refer to the documents incorporated by reference in this prospectus and any accompanying prospectus supplement, including our Annual Report on Form 10-K for the year ended December 31, 2013, in evaluating any statement made in this prospectus.

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OUR COMPANY

We are a leading consumer packaged food and beverage company focused on high-growth product categories that are aligned with emerging consumer trends. We manufacture, market, distribute, and sell branded plant-based foods and beverages, coffee creamers and beverages, premium dairy and organic greens and produce products throughout North America and Europe.

Our principal office is located at 1225 Seventeenth Street, Suite 1000, Denver, CO 80202, and our telephone number at that address is (303) 635-4500. We maintain a website at www.whitewave.com where general information about us is available. Information on, or accessible through, our website is not part of this prospectus.

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USE OF PROCEEDS

We intend to use the net proceeds from the sales of the debt securities as set forth in the applicable prospectus supplement.

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RATIO OF EARNINGS TO FIXED CHARGES

Our ratios of earnings to combined fixed charges for the last five fiscal years ended December 31 and the six months ended June 30, 2014 are set forth below:

For purposes of calculating the ratio of earnings to fixed charges, earnings is the amount resulting from (1) adding (a) pre-tax income from continuing operations, (b) fixed charges and (c) amortization of capitalized interest, and subtracting (2) interest capitalized. Fixed charges is the sum of (a) interest expensed and capitalized (including amortized premiums, discounts and capitalized expenses related to indebtedness) and (b) the portion of rental expense which is representative of the interest factor in those rentals.

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DESCRIPTION OF DEBT SECURITIES

We may offer debt securities, which may be senior debt securities or subordinated debt securities, as well as secured or unsecured.

The following description briefly sets forth certain general terms and provisions of the debt securities. The particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which these general provisions may apply to the debt securities, will be described in the applicable prospectus supplement. Unless otherwise specified in the applicable prospectus supplement, our debt securities will be issued in one or more series under an indenture to be entered into between us and Wells Fargo Bank, National Association. A form of the indenture is incorporated as an exhibit to the registration statement of which this prospectus forms a part. The terms of the debt securities will include those set forth in the indenture and those made a part of the indenture by the Trust Indenture Act of 1939 (the “TIA”). You should read the summary below, the applicable prospectus supplement and the provisions of the indenture and indenture supplement, if any, in their entirety before investing in our debt securities.

The aggregate principal amount of debt securities that may be issued under the indenture is unlimited. The prospectus supplement relating to any series of debt securities that we may offer will contain the specific terms of the debt securities. These terms may include the following:

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General

We may sell the debt securities, including original issue discount securities, at par or at a substantial discount below their stated principal amount. Unless we inform you otherwise in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series or any other series outstanding at the time of issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, may constitute a single series of securities under the indenture.

We will describe in the applicable prospectus supplement any other special considerations for any debt securities we sell that are denominated in a currency or currency unit other than U.S. dollars. In addition, debt securities may be issued where the amount of principal and/or interest payable is determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of such securities may receive a principal amount or a payment of interest that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending upon the value of the applicable currencies, commodities, equity indices or other factors. We will describe in the applicable prospectus supplement information as to the methods for determining the amount of principal or interest, if any, payable on any date, the currencies, commodities, equity indices or other factors to which the amount payable on such date is linked.

United States federal income tax consequences and special considerations, if any, applicable to any such series will be described in the applicable prospectus supplement. Unless we inform you otherwise in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange.

We expect most debt securities to be issued in fully registered form without coupons and in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Subject to the limitations provided in the indenture and in the prospectus supplement, debt securities that are issued in registered form may be transferred or exchanged at the designated corporate trust office of the trustee, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith.

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Global Securities

Unless we inform you otherwise in the applicable prospectus supplement, the debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the applicable prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.

Governing Law

The indenture and the debt securities shall be construed in accordance with and governed by the laws of the State of New York.

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DESCRIPTION OF GUARANTEES

If specified in the applicable prospectus supplement, certain of our subsidiaries will guarantee the debt securities. Guarantees may be secured or unsecured, senior or subordinated. The particular terms of any guarantee will be described in the related prospectus supplement.

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PLAN OF DISTRIBUTION

We may sell the securities being offered hereby in one or more of the following ways from time to time:

If we use underwriters or dealers in the sale, the securities will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions, including:

The prospectus supplement will set forth the terms of the offering of the debt securities, including:

If we use underwriters in the sale, unless otherwise set forth in the applicable prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions. Unless otherwise set forth in the applicable prospectus supplement, the underwriters will be obligated to purchase all the securities offered if they purchase any securities. Any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time. In connection with an offering, underwriters and selling group members and their affiliates may engage in transactions to stabilize, maintain or otherwise affect the market price of the securities in accordance with applicable law.

If we use dealers in the sale, the securities will be sold to such dealers as principals. The dealers may then resell the securities to the public at varying prices to be determined by such dealers at the time of resale. If we use agents in the sale, unless otherwise set forth in the applicable prospectus supplement, they will use their reasonable best efforts to solicit purchases for the period of their appointment. If we sell directly, no underwriters or agents would be involved. We are not making an offer of securities in any jurisdiction that does not permit such an offer.

Underwriters, dealers and agents that participate in the securities distribution may be deemed to be underwriters as defined in the Securities Act of 1933, as amended (the “Securities Act”). Any discounts, commissions or profit they receive when they resell the securities may be treated as underwriting discounts and commissions under the Securities Act. We may have agreements with underwriters, dealers and agents to indemnify them against certain civil liabilities, including certain liabilities under the Securities Act, or to contribute with respect to payments that they may be required to make. Underwriters, dealers and agents may

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engage in transactions with, or perform services for, us or our subsidiaries in the ordinary course of our or their business.

We may authorize underwriters, dealers or agents to solicit offers from certain institutions whereby the institutions contractually agree to purchase the securities from us on a future date at a specific price. This type of contract may be made only with institutions that we specifically approve. Such institutions could include banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The underwriters, dealers or agents will not be responsible for the validity or performance of these contracts.

The securities will be new issues with no established trading market and unless otherwise specified in the applicable prospectus supplement, we will not list any series of the securities on any exchange. It has not presently been established whether the underwriters, if any, of the securities will make a market in the securities. If the underwriters make a market in the securities, such market making may be discontinued at any time without notice. No assurance can be given as to the liquidity of the trading market for the securities.

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LEGAL MATTERS

The validity of the securities offered by this prospectus will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, and counsel for the underwriters or agents will be named in the applicable prospectus supplement.

EXPERTS

The financial statements of The WhiteWave Foods Company incorporated in this prospectus by reference from the Current Report on Form 8-K dated September 11, 2014, and the effectiveness of The WhiteWave Foods Company’s internal control over financial reporting incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference (which reports (1) express an unqualified opinion on the financial statements and includes an explanatory paragraph referring to the allocation of expenses and debt from Dean Foods Company and (2) express an unqualified opinion on the effectiveness of internal control over financial reporting). Such financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

The financial statements of Earthbound Holdings I, LLC incorporated in this prospectus by reference from The WhiteWave Foods Company’s Current Report on Form 8-K/A, dated September 11, 2014 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph relating to the January 2, 2014 acquisition of Earthbound Holdings I, LLC by The WhiteWave Foods Company). Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

The following table sets forth the fees and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of the securities being registered hereby. All amounts are estimates other than the SEC registration fee and the FINRA filing fee:

Delaware Corporations

Section 102 of the Delaware General Corporation Law permits a corporation to eliminate the personal liability of its directors or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, indemnification can only be given for expenses and no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court shall deem proper.

The WhiteWave Foods Company

The Company’s amended and restated certificate of incorporation and bylaws authorize the indemnification of officers and directors of the Registrant consistent with Section 145 of the Delaware General Corporation Law and the Company has entered into indemnification agreements with its directors and executive officers.

EB SAV Inc.

Certificate of Incorporation. Article Ninth of the Certificate of Incorporation of the above corporation provides that a director of the corporation shall not be personally liable to the corporation or its stockholders for

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monetary damages for breach of their fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived any improper personal benefit. Such article further provides that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by nature, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise.

Bylaws. Article XI Section 1 of the Bylaws of the above corporation provides that the corporation shall indemnify any director, officer, employee or agent of the corporation to the fullest extent permitted by Section 145 of the Delaware General Corporation Law by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

WhiteWave Services, Inc.

Certificate of Incorporation. Article Eighth of the Certificate of Incorporation of the above corporation provides that, except to the extent that the Delaware General Corporation Law prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of their fiduciary duty as a director, notwithstanding any provision of law imposing such liability. Article Ninth of the Certificate of Incorporation provides that the corporation shall indemnify any director or officer of the corporation, by reason of the fact that such person is, was or has agreed to become a director or officer of the corporation, or is, was or has agreed to serve at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. However, with respect to proceedings by or in the right of the corporation, the corporation shall indemnify the indemnitee only to the extent that the Court of Chancery of Delaware shall determine upon application that the indemnitee is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Additionally, any proceeding initiated by the indemnitee must have such initiation approved by the board of directors of the corporation.

Bylaws. Article X of the Bylaws of the above corporation provides that the corporation shall indemnify any director or officer of the corporation, by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. However, with respect to proceedings by or in the right of the corporation, the corporation shall indemnify the indemnitee only to the extent that the Court of Chancery of Delaware shall determine upon application that the indemnitee is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Indemnifications shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of Article X. Such determination shall be made (unless ordered by a court) (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

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WWF Operating Company

Certificate of Incorporation. Article VII of the Certificate of Incorporation of the above corporation provides that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of their fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived any improper personal benefit. Such article further provides that if the Delaware General Corporation Law is amended after the filing of this certificate of incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Article VIII of the Certificate of Incorporation provides that the corporation shall indemnify any director or officer of the corporation to the fullest extent authorized by the Delaware General Corporation Law, by reason of the fact that such person, or a person of whom he or she is a representative, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan. However, with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify the indemnitee in connection with a proceeding only if such proceeding was authorized by the board of directors of the corporation.

Bylaws. Article X of the Bylaws of the above corporation provides that the corporation shall indemnify any director or officer of the corporation, or person serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. However, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that such person is fairly and reasonably entitled to indemnity for such expenses which the applicable court shall deem proper. Indemnifications shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of Article X. Such determination shall be made (unless ordered by a court) (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

Delaware Limited Liability Companies

Section 18-303(a) of the Delaware Limited Liability Company Act (“DLLCA”) provides that, except as otherwise provided by the DLLCA, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company. Section 18-108 of the DLLCA states that subject to such standards and restrictions, if any, as set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Creamer Nation, LLC

Limited Liability Company Agreement. Section 6.6 of Article VI of the Limited Liability Company Agreement of the company above provides that the company shall indemnify present and former managers and

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present and former members to the same extent and on the same basis that a corporation is allowed to indemnify its present and former directors and that the company shall have the power to indemnify its officers, employees and agents to the same extent and on the same basis as a corporation is allowed to indemnify its officers, employees and agents. Additionally, such section provides that the company shall indemnify its officers against expenses incurred by a present or former officer in connection with any action, suit or proceeding to the same extent and on the same basis as a corporation is required to so indemnify its present and former officers.

Earthbound Farm, LLC

Limited Liability Company Agreement. Section 6.6 of Article VI of the Limited Liability Company Agreement of the company above provides that the company shall indemnify present and former managers and present and former members to the same extent and on the same basis that a corporation is allowed to indemnify its present and former directors and that the company shall have the power to indemnify its officers, employees and agents to the same extent and on the same basis as a corporation is allowed to indemnify its officers, employees and agents. Additionally, such section provides that the company shall indemnify its officers against expenses incurred by a present or former officer in connection with any action, suit or proceeding to the same extent and on the same basis as a corporation is required to so indemnify its present and former officers.

Earthbound Holdings I, LLC

Limited Liability Company Agreement. Section 5.14 of Article V of the Limited Liability Company Agreement of the company above provides that the company shall indemnify present and former managers and present and former members to the same extent and on the same basis that a corporation is allowed to indemnify its present and former directors and that the company shall have the power to indemnify its officers, employees and agents to the same extent and on the same basis as a corporation is allowed to indemnify its officers, employees and agents. Additionally, such section provides that the company shall indemnify its officers against expenses incurred by a present or former officer in connection with any action, suit or proceeding to the same extent and on the same basis as a corporation is required to so indemnify its present and former officers.

Earthbound Holdings II, LLC

Operating Agreement. Section 7.2 of Article 7 of the Operating Agreement of the company above provides that the company shall indemnify the member, each manager and each officer of the company and their respective employees and affiliates to the fullest extent permitted by law for all (a) reasonable fees, costs, and expenses paid in connection with or resulting from any claim, action, or demand against an indemnified Party that arise out of or in any way relate to the company, its properties, business, or affairs and (b) such claims, actions, and demands and any losses or damages resulting from such claims, actions, and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the company) of any such claim, action or demand. However, this indemnity shall not extend to (i) conduct not undertaken in good faith to promote the best interest of the company or (ii) conduct which is fraudulent, grossly negligent or intentionally wrongful.

Earthbound Holdings III, LLC

Operating Agreement. Section 7.2 of Article 7 of the Operating Agreement of the company above provides that the company shall indemnify the member, each manager and each officer of the company and their respective employees and affiliates to the fullest extent permitted by law for all (a) reasonable fees, costs, and expenses paid in connection with or resulting from any claim, action, or demand against an indemnified Party that arise out of or in any way relate to the company, its properties, business, or affairs and (b) such claims, actions, and demands and any losses or damages resulting from such claims, actions, and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the company) of any such claim, action or demand. However, this indemnity shall not extend to (i) conduct not undertaken in good faith to promote the best interest of the company or (ii) conduct which is fraudulent, grossly negligent or intentionally wrongful.

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Horizon Organic Dairy, LLC

Limited Liability Company Agreement. Section 6.6 of Article VI of the Limited Liability Company Agreement of the company above provides that the company shall indemnify its sole member, manager and officers to the same extent a corporation may indemnify its directors, officers and others under applicable law.

Silk Operating Company, LLC

Limited Liability Company Agreement. Section 6.6 of Article VI of the Limited Liability Company Agreement of the company above provides that the company shall indemnify present and former managers and present and former members to the same extent and on the same basis that a corporation is allowed to indemnify its present and former directors and that the company shall have the power to indemnify its officers, employees and agents to the same extent and on the same basis as a corporation is allowed to indemnify its officers, employees and agents. Additionally, such section provides that the company shall indemnify its officers against expenses incurred by a present or former officer in connection with any action, suit or proceeding to the same extent and on the same basis as a corporation is required to so indemnify its present and former officers.

Sustainable Packaging Partners LLC

Limited Liability Company Agreement. Section 9.2 of Article IX of the Limited Liability Company Agreement of the company above provides that the company shall indemnify to the fullest extent permitted by applicable law, all judgments and claims against the board of managers, each manager, each member, any affiliate thereof, their respective officers, directors, employees, shareholders, partners, managers and members and each officer of the company from and against any loss or damage incurred by such party or by the company for any act or omission taken or suffered by such party in good faith in connection with the company’s business. However the company will not indemnify such parties with respect to (i) any act taken by such party purporting to bind the company that has not been authorized pursuant to the LLC Agreement or (ii) in the case of any officer, director, manager or employee of the company or any of its affiliates, any act or omission with respect to which such officer, director, manager or employee was grossly negligent or engaged in willful misconduct.

WhiteWave Equipment Leasing, LLC

Limited Liability Company Agreement. Section 6.6 of Article VI of the Limited Liability Company Agreement of the company above provides that the company shall indemnify present and former managers and present and former members to the same extent and on the same basis that a corporation is allowed to indemnify its present and former directors and that the company shall have the power to indemnify its officers, employees and agents to the same extent and on the same basis as a corporation is allowed to indemnify its officers, employees and agents. Additionally, such section provides that the company shall indemnify its officers against expenses incurred by a present or former officer in connection with any action, suit or proceeding to the same extent and on the same basis as a corporation is required to so indemnify its present and former officers.

California Limited Liability Companies

Under Section 17704 of the California Revised Uniform Limited Liability Company Act (the “CRULLCA”), except for a breach of duty, a limited liability company shall reimburse for any payment made and indemnify for any debt, obligation, or other liability incurred by a member of a member-managed limited liability company or the manager of a manager-managed limited liability company in the course of the member’s or manager’s activities on behalf of the limited liability company, if, in making the payment or incurring the debt, obligation, or other liability. A limited liability company may purchase and maintain insurance on behalf of a member or manager of the limited liability company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under the CRULLCA, the operating agreement could not eliminate or limit the person’s liability to the limited liability company for the conduct giving rise to the liability.

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Natural Selection Foods Manufacturing, LLC

Operating Agreement. Section 7.2 of Article 7 of the Operating Agreement of the company above provides that the company shall indemnify the manager, each officer of the company and every person serving on any committee of the company to the fullest extent permitted by the CRULLCA and shall be entitled to have paid directly by the company the expenses reasonably incurred in defending any such proceeding against such indemnitee in advance of its final disposition, to the fullest extent authorized by applicable law, as the same exists currently or may hereafter be amended. However, this indemnity shall not extend to grossly negligent or reckless conduct, intentional misconduct or knowing violations of the law.

The list of exhibits is set forth under “Exhibit Index” at the end of this registration statement and is incorporated herein by reference.

provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 12, 2014.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 12, 2014.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 12, 2014.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 12, 2014.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 12, 2014.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 12, 2014.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 12, 2014.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 12, 2014.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 12, 2014.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 12, 2014.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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EXHIBIT INDEX

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘POSASR’ Filing		Date		Other Filings
Filed on / Effective on:		9/12/14		8-K,  FWP
		9/11/14		424B5,  8-K,  8-K/A,  S-3ASR
		9/2/14		8-K
		8/7/14		10-Q,  8-K
		6/30/14		10-Q
		5/19/14		8-K
		5/8/14		10-Q,  8-K
		4/1/14		DEF 14A
		3/31/14		10-Q
		3/20/14		4,  8-K/A
		2/28/14		10-K,  4
		1/8/14		8-K/A
		1/3/14		4,  8-K
		1/2/14		3,  4,  8-K,  8-K/A
		12/31/13		10-K,  4
		12/8/13		8-K
		6/14/13		8-K,  S-1
				List all Filings

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Filing Submission 0001193125-14-340252   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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