0001104659-15-048110.txt : 20150626 0001104659-15-048110.hdr.sgml : 20150626 20150626182823 ACCESSION NUMBER: 0001104659-15-048110 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150624 FILED AS OF DATE: 20150626 DATE AS OF CHANGE: 20150626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR PEI GP Ltd CENTRAL INDEX KEY: 0001588260 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956306 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR PEI Associates, L.P. CENTRAL INDEX KEY: 0001432722 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956307 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 2006 GP LLC CENTRAL INDEX KEY: 0001432740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956308 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956312 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956314 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 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956315 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 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: KKR Associates 2006 LP CENTRAL INDEX KEY: 0001432739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956309 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 PEI Investments, L.P. CENTRAL INDEX KEY: 0001432719 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956313 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 Partners III, L.P. CENTRAL INDEX KEY: 0001288739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956310 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: OPERF Co-Investment LLC CENTRAL INDEX KEY: 0001433006 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956311 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 4 1 a4.xml 4 X0306 4 2015-06-24 1 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 0001588260 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 2015-06-24 4 J 0 134008582.5 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. Immediately prior to the Merger, KKR Biomet LLC may have been deemed to indirectly beneficially own these shares of Common Stock by virtue of the 1,340,085.82482 membership units of LVB Acquisition Holding, LLC ("Holding") that it holds. Immediately prior to the Merger, Holding was 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, immediately prior to the Merger, KKR Associates 2006 L.P. may have been 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., immediately prior to the Merger, KKR 2006 GP LLC may also have been 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, immediately prior to the Merger, KKR PEI Associates, L.P. may have been 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., immediately prior to the Merger, KKR PEI GP Limited may also have been 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, immediately prior to the Merger, KKR Associates 8 NA L.P. may have been 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., immediately prior to the Merger, KKR 8 NA Limited may have been deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by 8 North America. Immediately prior to the Merger, 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 have been 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, immediately prior to the Merger, KKR III GP LLC may have been 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, immediately prior to the Merger, Henry R. Kravis and George R. Roberts may have been 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 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, 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 4 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 4 filings. Exhibit List: Exhibit 24 - Power of Attorney **KKR 2006 FUND L.P. By: KKR Associates 2006 L.P., its general partner By: KKR 2006 GP LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2015-06-26 **KKR BIOMET LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Vice President 2015-06-26 **KKR PEI INVESTMENTS, L.P. By: KKR PEI Associates, L.P., its general partner By: KKR PEI GP Limited, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 2015-06-26 **8 NORTH AMERICA INVESTOR L.P. By: KKR Associates 8 NA L.P., its general partner By: KKR 8 NA Limited, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 2015-06-26 **OPERF CO-INVESTMENT LLC By: KKR Associates 2006 L.P., its manager By: KKR 2006 GP LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2015-06-26 **KKR PARTNERS III, L.P. By: KKR III GP LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Authorized Signatory 2015-06-26 **KKR ASSOCIATES 2006 L.P. By: KKR 2006 GP LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2015-06-26 **KKR 2006 GP LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2015-06-26 **KKR PEI ASSOCIATES, L.P. By: KKR PEI GP Limited, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 2015-06-26 **KKR PEI GP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 2015-06-26 EX-24 2 ex-24.htm EX-24

Exhibit 24

POWER OF ATTORNEY

Know all men by these presents that William J. Janetschek does hereby make, constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

	/s/ William J. Janetschek
	Name: William J. Janetschek

Date: May 28, 2014

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