0001193125-17-121467.txt : 20170412 0001193125-17-121467.hdr.sgml : 20170412 20170412164957 ACCESSION NUMBER: 0001193125-17-121467 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170412 DATE AS OF CHANGE: 20170412 EFFECTIVENESS DATE: 20170412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILK OPERATING COMPANY, LLC CENTRAL INDEX KEY: 0001618469 IRS NUMBER: 371668472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-198680-10 FILM NUMBER: 17758425 BUSINESS ADDRESS: STREET 1: 12002 AIRPORT WAY CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 303.635.4500 MAIL ADDRESS: STREET 1: 12002 AIRPORT WAY CITY: BROOMFIELD STATE: CO ZIP: 80021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITEWAVE FOODS Co CENTRAL INDEX KEY: 0001555365 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 460631061 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-198680 FILM NUMBER: 17758426 BUSINESS ADDRESS: STREET 1: 1225 SEVENTEENTH STREET STREET 2: SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-635-4500 MAIL ADDRESS: STREET 1: 1225 SEVENTEENTH STREET STREET 2: SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREAMER NATION, LLC CENTRAL INDEX KEY: 0001618470 IRS NUMBER: 352440874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-198680-09 FILM NUMBER: 17758427 BUSINESS ADDRESS: STREET 1: 12002 AIRPORT WAY CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 303.635.4500 MAIL ADDRESS: STREET 1: 12002 AIRPORT WAY CITY: BROOMFIELD STATE: CO ZIP: 80021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORIZON ORGANIC DAIRY, LLC CENTRAL INDEX KEY: 0001378970 IRS NUMBER: 205289672 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-198680-12 FILM NUMBER: 17758428 BUSINESS ADDRESS: STREET 1: 12002 AIRPORT WAY CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 303.635.4500 MAIL ADDRESS: STREET 1: 12002 AIRPORT WAY CITY: BROOMFIELD STATE: CO ZIP: 80021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATURAL SELECTION FOODS MANUFACTURING, LLC CENTRAL INDEX KEY: 0001618443 IRS NUMBER: 912085042 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-198680-03 FILM NUMBER: 17758436 BUSINESS ADDRESS: STREET 1: 1225 SEVENTEENTH STREET, SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303.635.4500 MAIL ADDRESS: STREET 1: 1225 SEVENTEENTH STREET, SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WWF Operating Co CENTRAL INDEX KEY: 0001345310 IRS NUMBER: 752218815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-198680-01 FILM NUMBER: 17758438 BUSINESS ADDRESS: STREET 1: 12002 AIRPORT WAY CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 3036354000 MAIL ADDRESS: STREET 1: 12002 AIRPORT WAY CITY: BROOMFIELD STATE: CO ZIP: 80021 FORMER COMPANY: FORMER CONFORMED NAME: WhiteWave Foods CO DATE OF NAME CHANGE: 20051125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EARTHBOUND HOLDINGS III, LLC CENTRAL INDEX KEY: 0001618477 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-198680-06 FILM NUMBER: 17758429 BUSINESS ADDRESS: STREET 1: 1225 SEVENTEENTH STREET, SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303.635.4500 MAIL ADDRESS: STREET 1: 1225 SEVENTEENTH STREET, SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EB SAV INC. CENTRAL INDEX KEY: 0001618473 IRS NUMBER: 800891067 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-198680-11 FILM NUMBER: 17758433 BUSINESS ADDRESS: STREET 1: 1721 SAN JUAN HIGHWAY CITY: SAN JUAN BAUTISTA STATE: CA ZIP: 95045 BUSINESS PHONE: 303.635.4500 MAIL ADDRESS: STREET 1: 1721 SAN JUAN HIGHWAY CITY: SAN JUAN BAUTISTA STATE: CA ZIP: 95045 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITEWAVE EQUIPMENT LEASING, LLC CENTRAL INDEX KEY: 0001618444 IRS NUMBER: 465446761 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-198680-02 FILM NUMBER: 17758435 BUSINESS ADDRESS: STREET 1: 1225 SEVENTEENTH STREET, SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303.635.4500 MAIL ADDRESS: STREET 1: 1225 SEVENTEENTH STREET, SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EARTHBOUND FARM, LLC CENTRAL INDEX KEY: 0001618478 IRS NUMBER: 770414984 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-198680-05 FILM NUMBER: 17758434 BUSINESS ADDRESS: STREET 1: 1225 SEVENTEENTH STREET, SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303.635.4500 MAIL ADDRESS: STREET 1: 1225 SEVENTEENTH STREET, SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EARTHBOUND HOLDINGS I, LLC CENTRAL INDEX KEY: 0001618474 IRS NUMBER: 770414984 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-198680-08 FILM NUMBER: 17758432 BUSINESS ADDRESS: STREET 1: 1721 SAN JUAN HIGHWAY CITY: SAN JUAN BAUTISTA STATE: CA ZIP: 95045 BUSINESS PHONE: 303.635.4500 MAIL ADDRESS: STREET 1: 1721 SAN JUAN HIGHWAY CITY: SAN JUAN BAUTISTA STATE: CA ZIP: 95045 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EARTHBOUND HOLDINGS II, LLC CENTRAL INDEX KEY: 0001618476 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-198680-07 FILM NUMBER: 17758430 BUSINESS ADDRESS: STREET 1: 1225 SEVENTEENTH STREET, SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303.635.4500 MAIL ADDRESS: STREET 1: 1225 SEVENTEENTH STREET, SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EARTHBOUND PACKAGING PARTNERS LLC CENTRAL INDEX KEY: 0001618475 IRS NUMBER: 352400307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-198680-04 FILM NUMBER: 17758431 BUSINESS ADDRESS: STREET 1: 1721 SAN JUAN HIGHWAY CITY: SAN JUAN BAUTISTA STATE: CA ZIP: 95045 BUSINESS PHONE: 303.635.4500 MAIL ADDRESS: STREET 1: 1721 SAN JUAN HIGHWAY CITY: SAN JUAN BAUTISTA STATE: CA ZIP: 95045 FORMER COMPANY: FORMER CONFORMED NAME: SUSTAINABLE PACKAGING PARTNERS LLC DATE OF NAME CHANGE: 20140903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WhiteWave Services, Inc. CENTRAL INDEX KEY: 0001345309 IRS NUMBER: 203026265 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-198680-13 FILM NUMBER: 17758437 BUSINESS ADDRESS: STREET 1: 1225 - 17TH STREET STREET 2: SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303.635-4500 MAIL ADDRESS: STREET 1: 1225 - 17TH STREET STREET 2: SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 POSASR 1 d365983dposasr.htm POSASR POSASR

As filed with the U.S. Securities and Exchange Commission on April 12, 2017

Registration Statement File No. 333-198680

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 2

to

Form S-3 Registration Statement No. 333-198680

UNDER

THE SECURITIES ACT OF 1933

 

 

The WhiteWave Foods Company

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   46-0631061

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification No.)

1225 Seventeenth Street, Suite 1000

Denver, Colorado, 80202

Tel: (303) 635-4500

(Address of Principal Executive Offices)

 

 

Copies to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention: Joshua R. Cammaker, Esq.

Telephone: (212) 403-1000

 

 

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.

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:  ☐

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 Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment 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.

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company   ☐

 

 

 

TABLE OF ADDITIONAL REGISTRANTS

 

Name of Additional Registrant

    State or Other
Jurisdiction of
Incorporation of
Formation		    Primary Standard
Industrial
Classification
Code Number		    I.R.S. Employer
Identification Number

Creamer Nation, LLC

    Delaware    2000    35-2440874

EB SAV Inc.

    Delaware    9995    80-0891067

Earthbound Farm, LLC

    Delaware    100    77-0414984

Earthbound Holdings I, LLC

    Delaware    9995    77-0414984

Earthbound Holdings II, LLC

    Delaware    9995    N/A

Earthbound Holdings III, LLC

    Delaware    9995    N/A

Horizon Organic Dairy, LLC

    Delaware    2020    20-5289672

Natural Selection Foods Manufacturing, LLC

    California    8741    91-2085042

Silk Operating Company, LLC

    Delaware    2080    37-1668472

Earthbound Packaging Partners LLC (f/k/a Sustainable Packaging Partners LLC)

    Delaware    3080    35-2400307

WWF Operating Company

    Delaware    2000    75-2218815

WhiteWave Equipment Leasing, LLC

    Delaware    3721    46-5446761

WhiteWave Services, Inc.

    Delaware    9995    20-3026265

DEREGISTRATION OF SECURITIES

The WhiteWave Foods Company, a Delaware corporation (the “Registrant”), is filing this post-effective amendment (this “Post-Effective Amendment”) to the Registration Statement on Form S-3ASR (File No. 333-198680) on behalf of itself and the above-named additional registrants, pertaining to the registration of an indeterminate amount of shares of the Registrant’s debt securities and guarantees of such debt securities by certain of the Registrant’s subsidiaries, with an aggregate offering price of up to $500,000,000 (the “Registration Statement”), which was previously filed with the Securities and Exchange Commission (the “SEC”), to deregister any and all of the Registrant’s securities that remain unsold under the Registration Statement as of the date hereof.

On July 7, 2016, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Danone S.A., a French société anonyme (“Danone”) and July Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Danone (“Merger Sub”). On April 12, 2017, pursuant to the Merger Agreement, Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation and an indirect wholly owned subsidiary of Danone.

In connection with the Merger, the Registrant is terminating all offers and sales of the Registrant’s securities registered pursuant to the Registration Statement. The Registrant, by filing this Post-Effective Amendment, hereby terminates the effectiveness of the Registration Statement and removes from registration any and all securities registered but unsold or otherwise unissued under the Registration Statement as of the date hereof. This filing is made in accordance with an undertaking made by the Registrant in Part II of the Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, The WhiteWave Foods Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3ASR and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 12, 2017.

 

THE WHITEWAVE FOODS COMPANY
By:   /s/ Helen Kaminski
 

Name: Helen Kaminski

Title: Corporate Secretary

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

[Signature Page to Post-Effective Amendment to WhiteWave Registration Statement on Form S-3ASR]

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, The WhiteWave Foods Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3ASR and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 12, 2017.

 

CREAMER NATION, LLC

EARTHBOUND FARM, LLC

EARTHBOUND HOLDINGS I, LLC

EARTHBOUND HOLDINGS II, LLC
EARTHBOUND HOLDINGS III, LLC

HORIZON ORGANIC DAIRY, LLC

NATURAL SELECTION FOODS MANUFACTURING, LLC

SILK OPERATING COMPANY, LLC

WHITEWAVE EQUIPMENT LEASING, LLC

WHITEWAVE SERVICES, INC.

By:   /s/ Helen Kaminski
  Name: Helen Kaminski
  Title:   President

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, The WhiteWave Foods Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3ASR and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 12, 2017.

 

EB SAV INC.
By:   /s/ Helen Kaminski
  Name: Helen Kaminski
  Title: Assistant Secretary

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, The WhiteWave Foods Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3ASR and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 12, 2017.

 

EARTHBOUND PACKAGING PARTNERS LLC (FKA SUSTAINABLE PACKAGING PARTNERS LLC)
By:   /s/ Helen Kaminski
  Name: Helen Kaminski
  Title:   President

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, The WhiteWave Foods Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3ASR and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 12, 2017.

 

WWF OPERATING COMPANY
By:   /s/ Helen Kaminski
  Name: Helen Kaminski
  Title: Secretary

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.