|
UNITED STATES |
|
|
SECURITIES AND EXCHANGE COMMISSION |
|
|
Washington, D.C. 20549 |
|
|
|
|
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LVB Acquisition, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Not Applicable
(CUSIP Number)
April 1, 2014
(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 for 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 on 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 ("Act") 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).
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of March 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of March 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
|
1. |
Name of Reporting Persons: | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization: | |||
|
|
| |||
Number of |
5. |
Sole Voting Power: | |||
| |||||
6. |
Shared Voting Power: | ||||
| |||||
7. |
Sole Dispositive Power: | ||||
| |||||
8. |
Shared Dispositive Power: | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9): | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions): | |||
* The calculation of the foregoing percentage is based on 552,396,383 outstanding shares of Common Stock as of December 31, 2013 as reported in the LVB Acquisition, Inc. Quarterly Report on Form 10-Q for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014.
|
13G |
|
|
|
|
EXPLANATORY NOTE
This is Amendment No. 1 to the Schedule 13G filed with the U.S. Securities and Exchange Commission on February 14, 2012 (the Original Schedule 13G). This amendment is being filed to reflect that KKR PEI GP Limited, a Guernsey company limited by shares, withdrew as general partner of KKR PEI Associates L.P. and KKR PEI GP Limited, a Cayman Islands exempted limited company, became the general partner of KKR PEI Associates L.P. in connection with an internal reorganization. Each of the items below amends and restates the comparable items of the Original Schedule 13G.
Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the Act), and as provided in the Joint Filing Agreement filed as Exhibit A to this Amendment No. 1 to Statement on Schedule 13G, each of the persons listed below under Item 2 (each a Reporting Person and collectively, the Reporting Persons), have agreed to file one statement with respect to their ownership of Common Stock, par value $0.01 per share, of LVB Acquisition, Inc. (the Common Stock).
Item 1. | ||
|
(a). |
Name of Issuer |
|
(b). |
Address of Issuers Principal Executive Offices: |
| ||
Item 2(a). |
Name of Person Filing | |
Item 2(b). |
Address of Principal Business Office | |
Item 2(c). |
Citizenship c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: State of Delaware
(2) KKR Biomet LLC c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: State of Delaware
(3) KKR PEI Investments, L.P. c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: Guernsey
(4) 8 North America Investor L.P. c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: Cayman Islands |
|
13G |
|
|
|
|
|
(5) OPERF Co-Investment LLC c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: State of Delaware
(6) KKR Partners III, L.P. c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: State of Delaware
(7) KKR Associates 2006 LP c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: State of Delaware
(8) KKR 2006 GP LLC c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: State of Delaware
(9) KKR PEI Associates, L.P. c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: Guernsey
(10) KKR PEI GP Limited c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: Guernsey
(11) KKR PEI GP Limited c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: Cayman Islands
(12) KKR Associates 8 NA L.P. c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: Cayman Islands
(13) KKR 8 NA Limited |
|
13G |
|
|
|
|
|
c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: Cayman Islands
(14) KKR Fund Holdings L.P. c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: Cayman Islands
(15) KKR Fund Holdings GP Limited c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: Cayman Islands
(16) KKR Group Holdings L.P. c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: Cayman Islands
(17) KKR Group Limited c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: Cayman Islands
(18) KKR & Co. L.P. c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: State of Delaware
(19) KKR Management LLC c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: State of Delaware
(20) KKR III GP LLC c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: State of Delaware
(21) Henry R. Kravis c/o Kohlberg Kravis Roberts & Co. L.P. |
|
13G |
|
|
|
|
|
9 West 57th Street Suite 4200 New York, NY 10019 Citizenship: United States
(22) George R. Roberts c/o Kohlberg Kravis Roberts & Co. L.P. 2800 Sand Hill Road, Suite 200 Menlo Park, CA 94025 Citizenship: United States
The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons.
KKR Biomet LLC may be deemed to indirectly beneficially own 134,008,582.5 shares of 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 or 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 or 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, a Cayman Islands exempted limited company, 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 or 8 North America. |
|
13G |
|
|
|
|
|
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 or KKR Partners III. | |||
Item 2(d). |
Title of Class of Securities: | |||
Item 2(e). |
CUSIP Number: | |||
| ||||
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: | |||
|
Not Applicable. | |||
|
| |||
Item 4. |
Ownership. | |||
| ||||
|
(a) |
Amount beneficially owned: As of April 1, 2014, each of the Reporting Persons (other than KKR PEI GP Limited, a Guernsey company limited by shares) may be deemed to be the beneficial owner of 134,008,582.5 shares of the Common Stock held by Holding attributable to the 1,340,085.82482 membership units of Holding held by KKR Biomet LLC. | ||
|
(b) |
Percent of class: The Quarterly Report on Form 10-Q of the Company for the period ended November 30, 2013, as filed with the Securities and Exchange Commission on January 14, 2014, indicated that there were 552,396,383 outstanding shares of Common Stock as of December 31, 2013. Based on this number of outstanding shares of Common Stock, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 24.3% of the total number of outstanding shares of Common Stock. | ||
|
(c) |
Number of shares as to which the Reporting person has:
| ||
|
|
(i) |
Sole power to vote or to direct the vote: See Item 5 of each cover page. | |
|
|
(ii) |
Shared power to vote or to direct the vote: See Item 6 of each cover page. | |
|
|
(iii) |
Sole power to dispose or to direct the disposition of: See Item 7 of each cover page. | |
|
|
(iv) |
Shared power to dispose or to direct the disposition of: See Item 8 of each cover page. | |
|
13G |
|
|
|
|
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: x
In connection with an internal reorganization, KKR PEI GP Limited, a Guernsey company limited by shares, ceased to be a beneficial owner of Common Stock. | |
| |
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. |
Not Applicable. | |
| |
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. |
|
13G |
|
|
|
|
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: April 3, 2014
|
KKR 2006 FUND L.P. | ||
|
By: KKR Associates 2006 L.P., its sole general partner | ||
|
By: KKR 2006 GP LLC, its sole general partner | ||
|
| ||
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
|
Attorney-in-fact for William J. Janetschek, | |
|
Title: |
Chief Financial Officer | |
|
| ||
|
KKR BIOMET LLC | ||
|
| ||
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
|
Attorney-in-fact for William J. Janetschek, | |
|
Title: |
Vice President | |
|
|
| |
|
KKR PEI INVESTMENTS, L.P. | ||
|
By: KKR PEI Associates L.P., its sole general partner | ||
|
By: KKR PEI GP Limited, its sole general partner | ||
|
| ||
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
|
Attorney-in-fact for William J. Janetschek, | |
|
Title: |
Director | |
|
| ||
|
8 NORTH AMERICA INVESTOR L.P. | ||
|
By: KKR Associates 8 NA L.P., its sole general partner | ||
|
By: KKR 8 NA Limited, its sole general partner | ||
|
| ||
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
|
Attorney-in-fact for William J. Janetschek, | |
|
Title: |
Director | |
|
| ||
|
OPERF CO-INVESTMENT LLC | ||
|
By: KKR Associates 2006 L.P., its manager | ||
|
By: KKR 2006 GP LLC, its sole general partner | ||
|
| ||
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
|
Attorney-in-fact for William J. Janetschek, | |
|
Title: |
Chief Financial Officer | |
|
13G |
|
|
|
|
|
KKR PARTNERS III, L.P. | |
|
| |
|
By: KKR III GP LLC, its sole general partner | |
|
| |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
|
Attorney-in-fact for Henry R. Kravis, |
|
Title: |
Manager |
|
| |
|
KKR ASSOCIATES 2006 L.P. | |
|
By: KKR 2006 GP LLC, its sole general partner | |
|
| |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
|
Attorney-in-fact for William J. Janetschek, |
|
Title: |
Chief Financial Officer |
|
| |
|
KKR 2006 GP LLC | |
|
| |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
|
Attorney-in-fact for William J. Janetschek, |
|
Title: |
Chief Financial Officer |
|
| |
|
KKR PEI ASSOCIATES, L.P. | |
|
By: KKR PEI GP Limited, its sole general partner | |
|
| |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
|
Attorney-in-fact for William J. Janetschek, |
|
Title: |
Director |
|
|
|
|
KKR PEI GP LIMITED, a Guernsey company limited by shares | |
|
| |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
|
Attorney-in-fact for William J. Janetschek, |
|
Title: |
Director |
|
|
|
|
KKR PEI GP LIMITED, a Cayman Islands exempted limited company | |
|
| |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
|
Attorney-in-fact for William J. Janetschek, |
|
Title: |
Director |
|
13G |
|
|
|
|
|
KKR ASSOCIATES 8 NA L.P. | |
|
By: KKR 8 NA Limited, its sole general partner | |
|
| |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
|
Attorney-in-fact for William J. Janetschek, |
|
Title: |
Director |
|
| |
|
KKR 8 NA LIMITED | |
|
| |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
|
Attorney-in-fact for William J. Janetschek, |
|
Title: |
Director |
|
|
|
|
KKR FUND HOLDINGS L.P. | |
|
By: KKR Fund Holdings GP Limited, its general partner | |
|
| |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
|
Attorney-in-fact for William J. Janetschek, |
|
Title: |
Director |
|
|
|
|
KKR FUND HOLDINGS GP LIMITED | |
|
| |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
|
Attorney-in-fact for William J. Janetschek, |
|
Title: |
Director |
|
|
|
|
KKR GROUP HOLDINGS L.P. | |
|
By: KKR Group Limited, its general partner | |
|
|
|
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
Title: |
Attorney-in-fact for William J. Janetschek, Director |
|
|
|
|
KKR GROUP LIMITED | |
|
| |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
Title: |
Attorney-in-fact for William J. Janetschek, Director |
|
|
|
|
KKR & CO. L.P. | |
|
By: KKR Management LLC, its general partner |
|
13G |
|
|
|
|
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
Title: |
Attorney-in-fact for William J. Janetschek, Chief Financial Officer |
|
|
|
|
KKR MANAGEMENT LLC | |
|
| |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
Title: |
Attorney-in-fact for William J. Janetschek, Chief Financial Officer |
| ||
|
| |
|
KKR III GP LLC | |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
Title: |
Attorney-in-fact for Henry R. Kravis, Manager |
|
|
|
|
HENRY R. KRAVIS | |
|
| |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
Title: |
Attorney-in-fact |
|
|
|
|
GEORGE R. ROBERTS | |
|
| |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
Title: |
Attorney-in-fact |
Exhibit 99.1
EXHIBIT A
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.01, of LVB Acquisition, Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: April 3, 2014
|
KKR 2006 FUND L.P. | ||
|
By: KKR Associates 2006 L.P., its sole general partner | ||
|
By: KKR 2006 GP LLC, its sole general partner | ||
|
| ||
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
Title: |
Chief Financial Officer | |
|
|
| |
|
KKR BIOMET LLC | ||
|
| ||
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
Title: |
Vice President | |
|
|
|
|
|
KKR PEI INVESTMENTS, L.P. | ||
|
By: KKR PEI Associates L.P., its sole general partner | ||
|
By: KKR PEI GP Limited, its sole general partner | ||
|
|
| |
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
Title: |
Director | |
|
|
|
|
|
8 NORTH AMERICA INVESTOR L.P. | ||
|
By: KKR Associates 8 NA L.P., its sole general partner | ||
|
By: KKR 8 NA Limited, its sole general partner | ||
|
|
| |
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
Title: |
Attorney-in-fact for William J. Janetschek, |
|
|
Director | |
|
| ||
|
OPERF CO-INVESTMENT LLC | ||
|
By: KKR Associates 2006 L.P., its manager | ||
|
By: KKR 2006 GP LLC, its sole general partner | ||
|
|
| |
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
Title: |
Chief Financial Officer | |
|
|
|
|
|
KKR PARTNERS III, L.P. | ||
|
| ||
|
By: KKR III GP LLC, its sole general partner | ||
|
|
| |
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
Title: |
Manager | |
|
|
|
|
|
KKR ASSOCIATES 2006 L.P. | ||
|
By: KKR 2006 GP LLC, its sole general partner | ||
|
|
| |
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
Title: |
Chief Financial Officer | |
|
|
|
|
|
KKR 2006 GP LLC | ||
|
|
| |
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
Title: |
Chief Financial Officer | |
|
|
|
|
|
KKR PEI ASSOCIATES, L.P. | ||
|
By: KKR PEI GP Limited, its sole general partner | ||
|
|
| |
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
Title: |
Director | |
|
|
|
|
|
KKR PEI GP LIMITED, a Guernsey company limited by shares | ||
|
|
|
|
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
Title: |
Attorney-in-fact for William J. Janetschek, |
|
|
Director | |
|
| ||
|
KKR PEI GP LIMITED, a Cayman Islands exempted limited company | ||
|
| ||
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
Title: |
Director | |
|
|
|
|
|
KKR ASSOCIATES 8 NA L.P. | ||
|
By: KKR 8 NA Limited, its sole general partner | ||
|
|
| |
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
|
Attorney-in-fact for William J. Janetschek, | |
|
Title: |
Director | |
|
|
|
|
|
KKR 8 NA LIMITED | ||
|
| ||
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
|
Attorney-in-fact for William J. Janetschek, | |
|
Title: |
Director | |
|
|
|
|
|
KKR FUND HOLDINGS L.P. | ||
|
By: KKR Fund Holdings GP Limited, its general partner | ||
|
| ||
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
|
Attorney-in-fact for William J. Janetschek, | |
|
Title: |
Director | |
|
|
|
|
|
KKR FUND HOLDINGS GP LIMITED | ||
|
| ||
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
|
Attorney-in-fact for William J. Janetschek, | |
|
Title: |
Director | |
|
|
| |
|
KKR GROUP HOLDINGS L.P. | ||
|
By: KKR Group Limited, its general partner | ||
|
| ||
|
By: |
/s/ Richard J. Kreider | |
|
Name: |
Richard J. Kreider | |
|
Title: |
Attorney-in-fact for William J. Janetschek, Director |
|
KKR GROUP LIMITED | |
|
|
|
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
Title: |
Attorney-in-fact for William J. Janetschek, Director |
|
| |
|
KKR & CO. L.P. | |
|
|
|
|
By: KKR Management LLC, its general partner | |
|
| |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
Title: |
Attorney-in-fact for William J. Janetschek, Chief Financial Officer |
|
| |
|
KKR MANAGEMENT LLC | |
|
|
|
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
Title: |
Attorney-in-fact for William J. Janetschek, Chief Financial Officer |
|
| |
|
KKR III GP LLC | |
|
|
|
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
Title: |
Attorney-in-fact for Henry R. Kravis, Manager |
|
| |
|
HENRY R. KRAVIS | |
|
| |
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
Title: |
Attorney-in-fact |
|
| |
|
GEORGE R. ROBERTS | |
|
|
|
|
By: |
/s/ Richard J. Kreider |
|
Name: |
Richard J. Kreider |
|
Title: |
Attorney-in-fact |