0001104659-11-071118.txt : 20111223 0001104659-11-071118.hdr.sgml : 20111223 20111223161859 ACCESSION NUMBER: 0001104659-11-071118 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111128 FILED AS OF DATE: 20111223 DATE AS OF CHANGE: 20111223 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 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: KKR Partners III, L.P. CENTRAL INDEX KEY: 0001288739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 111280565 BUSINESS ADDRESS: STREET 1: C/O KKR & CO. 9 WEST 57TH ST - 41ST FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KKR & CO. 9 WEST 57TH ST - 41ST FL CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR PEI Investments, L.P. CENTRAL INDEX KEY: 0001432719 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 111280568 BUSINESS ADDRESS: STREET 1: P.O. BOX 255 STREET 2: TRAFALGAR COURT, LES BANQUES CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 3QL BUSINESS PHONE: (212) 659-2050 MAIL ADDRESS: STREET 1: C/O KKR KPE LLC STREET 2: 9 WEST 57TH STREET, SUITE 1640 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR PEI GP LTD CENTRAL INDEX KEY: 0001432720 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 111280561 BUSINESS ADDRESS: STREET 1: P.O. BOX 255 STREET 2: TRAFALGAR COURT, LES BANQUES CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 3QL BUSINESS PHONE: (212) 659-2050 MAIL ADDRESS: STREET 1: C/O KKR KPE LLC STREET 2: 9 WEST 57TH STREET, SUITE 1640 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR PEI Associates, L.P. CENTRAL INDEX KEY: 0001432722 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 111280562 BUSINESS ADDRESS: STREET 1: P.O. BOX 255 STREET 2: TRAFALGAR COURT, LES BANQUES CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 3QL BUSINESS PHONE: (212) 659-2050 MAIL ADDRESS: STREET 1: C/O KKR KPE LLC STREET 2: 9 WEST 57TH STREET, SUITE 1640 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Associates 2006 LP CENTRAL INDEX KEY: 0001432739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 111280564 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR 2006 GP LLC CENTRAL INDEX KEY: 0001432740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 111280563 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR 2006 Fund L.P. CENTRAL INDEX KEY: 0001432741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 111280570 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OPERF Co-Investment LLC CENTRAL INDEX KEY: 0001433006 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 111280566 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 8 North America Investor L.P. CENTRAL INDEX KEY: 0001459137 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 111280567 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: 8 North America Investor, L.P. DATE OF NAME CHANGE: 20090320 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR BIOMET LLC CENTRAL INDEX KEY: 0001538056 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 111280569 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 3 1 a3.xml 3 X0204 3 2011-11-28 0 0001402366 LVB Acquisition, Inc. NONE 0001432741 KKR 2006 Fund L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001538056 KKR BIOMET LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001432719 KKR PEI Investments, L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001459137 8 North America Investor L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001433006 OPERF Co-Investment LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001288739 KKR Partners III, L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001432739 KKR Associates 2006 LP C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001432740 KKR 2006 GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001432722 KKR PEI Associates, L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001432720 KKR PEI GP LTD C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET SUITE 4200 NEW YORK NY 10019 0 0 1 0 Common Stock 134008582.5 I See Footnotes KKR Biomet LLC may be deemed to indirectly beneficially own these shares of common stock of LVB Acquisition, Inc. ("Common Stock") by virtue of the 1,340,085.82482 membership units of LVB Acquisition Holding, LLC ("Holding") that it holds. Holding is the holder of 536,034,330 shares of Common Stock. KKR Biomet LLC is owned by the following entities: KKR 2006 Fund L.P. (the "KKR 2006 Fund"), KKR PEI Investments, L.P. ("PEI Investments"), 8 North America Investor L.P. ("8 North America"), OPERF Co-Investment, LLC ("OPERF"), and KKR Partners III, L.P. ("KKR Partners III"). As the sole general partner of the KKR 2006 Fund and as the manager of OPERF, KKR Associates 2006 L.P. may be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by the KKR 2006 Fund and by OPERF. As the sole general partner of KKR Associates 2006 L.P., KKR 2006 GP LLC may also be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by the KKR 2006 Fund and by OPERF. As the sole general partner of PEI Investments, KKR PEI Associates, L.P. may be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by PEI Investments. As the sole general partner of KKR PEI Associates, L.P., KKR PEI GP Limited may also be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by PEI Investments. As the sole general partner of 8 North America, KKR Associates 8 NA L.P. may be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by 8 North America. As the sole general partner of KKR Associates 8 NA L.P., KKR 8 NA Limited may be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by 8 North America. Each of KKR Fund Holdings L.P. (as the designated member of KKR 2006 GP LLC and the sole shareholder of KKR PEI GP Limited and KKR 8 NA Limited); KKR Fund Holdings GP Limited (as a general partner of KKR Fund Holdings L.P.); KKR Group Holdings L.P. (as a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited); KKR Group Limited (as the sole general partner of KKR Group Holdings L.P.); KKR & Co. L.P. (as the sole shareholder of KKR Group Limited) and KKR Management LLC (as the sole general partner of KKR & Co. L.P.) may be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by the KKR 2006 Fund, OPERF, PEI Investments and 8 North America. As the sole general partner of KKR Partners III, KKR III GP LLC may be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by KKR Partners III. As the designated members of KKR Management LLC and the managers of KKR III GP LLC, Henry R. Kravis and George R. Roberts may be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by the KKR 2006 Fund, OPERF, 8 North America, PEI Investments and KKR Partners III. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person states 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, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, KKR Associates 8 NA L.P., KKR 8 NA Limited, KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC, KKR III GP LLC, Henry R. Kravis and George R. Roberts have made separate Form 3 filings. Exhibit 99.1 - Notes (8) to (17). **KKR 2006 Fund L.P. By: /s/ Richard J. Kreider, as authorized signatory (8) 2011-12-23 **KKR Biomet LLC By: /s/ Richard J. Kreider, as authorized signatory (9) 2011-12-23 **KKR PEI Investments, L.P. By: /s/ Richard J. Kreider, as authorized signatory (10) 2011-12-23 ** 8 North American Investor L.P. By: /s/ Richard J. Kreider, as authorized signatory (11) 2011-12-23 **OPERF Co-Investment, LLC By: /s/ Richard J. Kreider, as authorized signatory (12) 2011-12-23 **KKR Partners III, L.P. By: /s/ Richard J. Kreider, as authorized signatory (13) 2011-12-23 **KKR Associates 2006 L.P. By: /s/ Richard J. Kreider, as authorized signatory (14) 2011-12-23 **KKR 2006 GP LLC By: /s/ Richard J. Kreider, as authorized signatory (15) 2011-12-23 **KKR PEI Associates, L.P. By: /s/ Richard J. Kreider, as authorized signatory (16) 2011-12-23 **KKR PEI GP Limited By: /s/ Richard J. Kreider, as authorized signatory (17) 2011-12-23 EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99

Exhibit 99.1

 

(8) Mr. Kreider is signing in his capacity as attorney-in-fact for William J. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the designated member of KKR 2006 GP LLC, the sole general partner of KKR Associates 2006 L.P., the sole general partner of KKR 2006 Fund L.P.

 

(9) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a Vice President of KKR Biomet LLC.

 

(10) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the sole shareholder of KKR PEI GP Limited, the sole general partner of KKR PEI Associates, L.P., the sole general partner of KKR PEI Investments, L.P.

 

(11) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the sole shareholder of KKR 8 NA Limited, the sole general partner of KKR Associates 8 NA L.P., the sole general partner of 8 North America Investor L.P.

 

(12) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the designated member of KKR 2006 GP LLC, the sole general partner of KKR Associates 2006 LP, the sole general partner of OPERF Co-Investment, LLC.

 

(13) Mr. Kreider is signing in his capacity as attorney-in-fact for Messers. Kravis and Roberts, the managers of KKR III GP LLC, the sole general partner of KKR Partners III, L.P.

 

(14) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the designated member of KKR 2006 GP LLC, the sole general partner of KKR Associates 2006 L.P.

 

(15) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the designated member of KKR 2006 GP LLC.

 

(16) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the sole shareholder of KKR PEI GP Limited, the sole general partner of KKR PEI Associates, L.P.

 

(17) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the sole shareholder of KKR PEI GP Limited.