0000903423-12-000098.txt : 20120214 0000903423-12-000098.hdr.sgml : 20120214 20120214162653 ACCESSION NUMBER: 0000903423-12-000098 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LVB Acquisition, Inc. CENTRAL INDEX KEY: 0001402366 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86702 FILM NUMBER: 12610319 BUSINESS ADDRESS: STREET 1: CORPORATION TRUST CENTER STREET 2: 1209 ORANGE ST. CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: CORPORATION TRUST CENTER STREET 2: 1209 ORANGE ST. CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: LVB Acquisition, LLC DATE OF NAME CHANGE: 20070607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LVB Acquisition Holding, LLC CENTRAL INDEX KEY: 0001536974 IRS NUMBER: 260498868 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O BIOMET, INC. STREET 2: 56 EAST BELL DRIVE CITY: WARSAW STATE: IN ZIP: 46581 BUSINESS PHONE: 574-267-6639 MAIL ADDRESS: STREET 1: C/O BIOMET, INC. STREET 2: 56 EAST BELL DRIVE CITY: WARSAW STATE: IN ZIP: 46581 SC 13G 1 lvblvb-13g.htm Unassociated Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 
SCHEDULE 13G

(Amendment No. __)*
 
Under the Securities Exchange Act of 1934
 
 
                 LVB ACQUISITION, INC.­­                
(Name of Issuer)
 
       Common Stock, par value $0.01 Per Share    
(Titles of Class of Securities)
 
                                   Not Applicable                                     
(CUSIP Number)
 
                          December 31, 2011                            
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 


CUSIP No.
13G
  
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
LVB Acquisition Holding, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
  
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
5
SOLE VOTING POWER
 
- 0 -
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
536,034,330
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
- 0 -
WITH:
8
SHARED DISPOSITIVE POWER
 
536,034,330
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
536,034,330
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 97.0% (1)
12
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Based on a total of approximately 552,331,876 shares of Common Stock outstanding as of December 31, 2011 as reported on the Issuer’s Form 10-Q dated January 13, 2012.


 
 
 
 
 
 

 
Item 1(a).
  Name of Issuer:
 
LVB Acquisition, Inc. (the “Issuer”).
 
 
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
 
56 East Bell Drive,
Warsaw, Indiana
   
Item 2(a).
 Name of Person Filing:
   
 
This Schedule 13G is being filed on behalf of LVB Acquisition Holding, LLC, a Delaware limited liability company (the “Reporting Company”), which directly holds the Common Stock of the Issuer reported herein.

98.23% of the membership units of the Reporting Company (the “Membership Units”) are held by the Blackstone Funds (as defined below), the Goldman Sachs Group, Inc., KKR Biomet LLC and the TPG Funds (as defined below).

The Blackstone Funds in the aggregate hold 1,308,419.15815 of the Membership Units,  including (i) 610,123.16500 membership units of Holding held by Blackstone Capital Partners V, L.P.,  (ii) 97,734.55100 membership units of Holding held by Blackstone Capital Partners V-AC L.P.,  (iii) 289,050.00000 membership units of Holding held by BCP V-S L.P., (iv) 13,731.75000 membership units of Holding held by Blackstone Family Investment Partnership V L.P., (v) 21,712.55300 membership units of Holding held by Blackstone Family Investment Partnership V-SMD L.P., (vi) 2,291.27315 membership units of Holding held by Blackstone Participation Partnership V L.P., and (vii) 273,775.86600 membership units of Holding held by BCP V Co-Investors L.P., (collectively, the “Blackstone Funds”).

The Goldman Sachs Group, Inc. beneficially owns 1,308,419.15815 membership units of Holding, including (i) 433,679.15808 membership units of Holding held by GS Capital Partners VI Fund, L.P., (ii) 15,413.18755 membership units of Holding held by GS Capital Partners VI GmbH & Co. KG, (iii) 360,718.75833 membership units of Holding held by GS Capital Partners VI Offshore Fund, L.P., (iv) 119,253.84819 membership units of Holding held by GS Capital Partners VI Parallel, L.P., (v) 61,875.99000 membership units of Holding held by GS LVB Co-Invest, L.P., (vi) 63,137.95000 membership units of Holding held by Goldman Sachs BMET Investors, L.P., (vii) 184,785.45000 membership units of Holding held by Goldman Sachs BMET Investors Offshore Holdings, L.P., (viii) 44,463.81600 membership units of Holding held by GS PEP Bass Holdings, L.L.C., (ix) 6,309.80000 membership units of Holding held by Goldman Sachs Private Equity Partners, 2004-Direct Investment Fund, L.P., (x) 9,013.20000 membership units of Holding held by Goldman Sachs Private Equity Partners, 2005-Direct Investment Fund, L.P., and (xi) 9,768.00000 membership units of Holding held by Goldman Sachs Private Equity Partners IX-Direct Investment Fund, L.P.

KKR Biomet LLC beneficially owns 1,340,085.82482 membership units of Holding.

The TPG Funds in the aggregate hold 1,308,419.15815 membership units of Holding, including (i) 50,000.00000 membership units held by TPG Partners IV, L.P., a Delaware limited partnership (“TPG Partners IV”), (ii) 1,015,020.30532 membership units held by TPG Partners V, L.P., a Delaware limited partnership (“TPG Partners V”), (iii) 2,655.60483 membership units held by TPG FOF V-A, L.P., a Delaware limited partnership (“TPG FOF A”), (iv) 2,141.61680 membership units held by TPG FOF V-B, L.P., a Delaware limited partnership (“TPG FOF B”), (v) 235,843.63020 membership units held by TPG LVB Co-Invest LLC, a Delaware limited liability company (“TPG Co-Invest I”), (vi) 2,758.00100 membership units held by TPG LVB Co-Invest II LLC, a Delaware limited liability company (“TPG Co-Invest II”, and together with TPG Partners IV, TPG Partners V, TPG FOF A, TPG FOF B and TPG Co-Invest I, the “TPG Funds”).
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
 
The principal business address of the Reporting Company is as follows:

56 East Bell Drive,
Warsaw, Indiana
   
Item 2(c).
Citizenship:
 
See response to Item 4 of the cover page.
   
Item 2(d).
Title of Class of Securities:
 
Common Stock, par value $0.01 per share (“Common Stock”).
   
Item 2(e).
CUSIP Number:
 
Not Applicable.
   
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
   
(a)
  
Broker or dealer registered under Section 15 of the Exchange Act.
     
(b)
  
Bank as defined in Section 3(a)(6) of the Exchange Act.
     
(c)
  
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
(d)
       Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
     
(e)
  
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
(f)
  
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
     
(g)
  
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
     
(h)
  
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
 
(i)
  
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
 
(j)
  
Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
 
(k)
  
Group in accordance with §240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
 
 
 
 
 
 
Item 4. Ownership.
   
(a)
Amount Beneficially Owned:
 
See responses to Item 9 on each cover page.
   
(b) Percent of Class:
   
 
See responses to Item 11 on each cover page.
   
(c) Number of shares as to which such person has:
       
  (i)    Sole power to vote or to direct the vote:
   
See responses to Item 5 on each cover page.
     
  (ii)    Shared power to vote or to direct the vote:
    See responses to Item 6 on each cover page.
     
  (iii)    Sole power to dispose or to direct the disposition of:
   
See responses to Item 7 on each cover page.
     
  (iv)    Shared power to dispose or direct the disposition of:
   
See responses to Item 8 on each cover page.
   
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
   
 
 
 
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Not Applicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
 
See response to Item 2(a) above.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not Applicable.
   
Item 9.
Notice of Dissolution of Group.
   
  Not Applicable. 
   
Item 10.
 Certification.
   
  Not Applicable.  
 
 
 
 
 

 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: February 14, 2012
 
 
LVB Acquisition Holding, LLC.
   
 
By: /s/ Jeffrey Rhodes
  Name:   Jeffrey Rhodes
  Title:  Vice President