0001104659-15-048116.txt : 20150626 0001104659-15-048116.hdr.sgml : 20150626 20150626192153 ACCESSION NUMBER: 0001104659-15-048116 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150624 FILED AS OF DATE: 20150626 DATE AS OF CHANGE: 20150626 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LVB Acquisition, Inc. CENTRAL INDEX KEY: 0001402366 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 000000000 FISCAL YEAR END: 0531 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V-SMD L.P. CENTRAL INDEX KEY: 0001537476 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956379 BUSINESS ADDRESS: STREET 1: CO/ THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5224 MAIL ADDRESS: STREET 1: CO/ THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Family Investment Partnership V L.P. CENTRAL INDEX KEY: 0001368612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956380 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP V-S L P CENTRAL INDEX KEY: 0001347646 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956381 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Capital Partners V-AC L.P. CENTRAL INDEX KEY: 0001511258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956382 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLACKSTONE CAPITAL PARTNERS V L P CENTRAL INDEX KEY: 0001343206 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956383 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP V CO-INVESTORS L.P. CENTRAL INDEX KEY: 0001537475 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956377 BUSINESS ADDRESS: STREET 1: CO/ THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5224 MAIL ADDRESS: STREET 1: CO/ THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Participation Partnership V L.P. CENTRAL INDEX KEY: 0001368610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956378 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 4 1 a4.xml 4 X0306 4 2015-06-24 1 0001402366 LVB Acquisition, Inc. NONE 0001343206 BLACKSTONE CAPITAL PARTNERS V L P C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001511258 Blackstone Capital Partners V-AC L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001347646 BCP V-S L P C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001368612 Blackstone Family Investment Partnership V L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001537476 BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V-SMD L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001368610 Blackstone Participation Partnership V L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001537475 BCP V CO-INVESTORS L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Common Stock 2015-06-24 4 J 0 61012316.5 D 0 I See Footnotes Common Stock 2015-06-24 4 J 0 9773455.1 D 0 I See Footnotes Common Stock 2015-06-24 4 J 0 28905000 D 0 I See Footnotes Common Stock 2015-06-24 4 J 0 1373175 D 0 I See Footnotes Common Stock 2015-06-24 4 J 0 2171255.3 D 0 I See Footnotes Common Stock 2015-06-24 4 J 0 229127.3 D 0 I See Footnotes Common Stock 2015-06-24 4 J 0 27377586.6 D 0 I See Footnotes On June 24, 2015, Zimmer Holdings, Inc., (subsequently renamed Zimmer Biomet Holdings, Inc.), a Delaware corporation ("Zimmer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger between the Issuer, Zimmer and Owl Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Zimmer ("Merger Sub"), dated as of April 24, 2014 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Zimmer (the "Merger"). Pursuant to the Merger Agreement, on June 24, 2015, the effective date of the Merger, each share of Issuer common stock ("Common Stock") was exchanged for $8.94 in cash and 0.0562 shares of Zimmer common stock. The Blackstone Funds hold 1,308,419.15815 membership units of LVB Acquisition Holding, LLC ("Holding"), the beneficial owner of 536,034,330 shares of Common Stock of the Issuer immediately prior to the Merger, 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"). Blackstone Management Associates V L.L.C is the general partner of each of Blackstone Capital Partners V L.P., Blackstone Capital Partners V-AC L.P., BCP V-S L.P., and BCP V Co-Investors L.P. BMA V L.L.C. is the sole member of Blackstone Management Associates V L.L.C. BCP V Side-By-Side GP L.L.C. is the general partner of Blackstone Family Investment Partnership V L.P. and Blackstone Participation Partnership V L.P. Blackstone Family GP L.L.C. is the general partner of Blackstone Family Investment Partnership V-SMD L.P. Blackstone Holdings III L.P. is the managing member and the owner of a majority in interest of BMA V L.L.C. and the sole member of BCP V Side-By-Side GP L.L.C. Blackstone Holdings III GP L.P is the general partner of Blackstone Holdings III L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Blackstone Family GP L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman. Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the membership units beneficially owned by the Blackstone Funds directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such membership units except to the extent of its or his indirect pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Persons state that this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any securities reported herein. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, Blackstone Management Associates V L.L.C., BMA V L.L.C., BCP V Side-By-Side GP L.L.C., Blackstone Family GP L.L.C., Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman have filed a separate Form 4. ** Blackstone Capital Partners V L.P. By: Blackstone Management Associates V L.L.C., its General Partner By: BMA V L.L.C. its Sole Member By: /s/ John G. Finley Title: Chief Legal Officer 2015-06-26 **Blackstone Capital Partners V-AC L.P. By: Blackstone Management Associates V L.L.C., its General Partner By: BMA V L.L.C., its Sole Member By: /s/ John G. Finley Title: Chief Legal Officer 2015-06-26 ** BCP V-S L.P. By: Blackstone Management Associates V L.L.C., its General Partner By: BMA V L.L.C., its Sole Member By: /s/ John G. Finley Title: Chief Legal Officer 2015-06-26 ** Blackstone Family Investment Partnership V L.P. By: BCP V Side-by-Side GP L.L.C., its General Partner By: /s/ John G. Finley Title: Chief Legal Officer 2015-06-26 ** Blackstone Family Investment Partnership V-SMD L.P. By: Blacstone Family GP L.L.C., its General Partner By: /s/ John G. Finley Title: Chief Legal Officer 2015-06-26 ** Blackstone Participation Partnership V L.P. By: BCP V Side-by-Side GP L.L.C., its General Partner By: /s/ John G. Finley Title: Chief Legal Officer 2015-06-26 ** BCP V Co-Investors L.P. By: Blackstone Management Associates V L.L.C., its General Partner By: BMA V L.L.C., its Sole Member By: /s/ John G. Finley Title: Chief Legal Officer 2015-06-26