0000903423-15-000416.txt : 20150626 0000903423-15-000416.hdr.sgml : 20150626 20150626205313 ACCESSION NUMBER: 0000903423-15-000416 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150624 FILED AS OF DATE: 20150626 DATE AS OF CHANGE: 20150626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI Parallel LP CENTRAL INDEX KEY: 0001386577 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956486 BUSINESS ADDRESS: STREET 1: 85 Broad St CITY: New York STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: 85 Broad St CITY: New York STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Offshore Advisors, L.L.C. CENTRAL INDEX KEY: 0001394278 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956487 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI GmbH & Co KG CENTRAL INDEX KEY: 0001386557 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956489 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: New York STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: New York STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI Offshore Fund, L.P. CENTRAL INDEX KEY: 0001394285 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956490 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Advisors, L.L.C. CENTRAL INDEX KEY: 0001394286 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956491 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI Fund, L.P. CENTRAL INDEX KEY: 0001394287 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956492 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS & CO CENTRAL INDEX KEY: 0000769993 STATE OF INCORPORATION: NY FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956493 BUSINESS ADDRESS: STREET 1: 200 WEST STREET STREET 2: C/O GOLDMAN SACHS & CO CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956494 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN, SACHS MANAGEMENT GP GMBH CENTRAL INDEX KEY: 0001232073 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956488 BUSINESS ADDRESS: STREET 1: MESSERTURM STREET 2: FRIEDRICH-EBERT-ANLAGE 49 CITY: FRANKFURT AM MAIN, 2M 60323 STATE: 2M ZIP: 00000 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: MESSERTURM STREET 2: FRIEDRICH-EBERT-ANLAGE 49 CITY: FRANKFURT AM MAIN, 2M 60323 STATE: 2M ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS MANAGEMENT GP GMBH DATE OF NAME CHANGE: 20030509 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: GS Advisors VI, L.L.C. CENTRAL INDEX KEY: 0001394288 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956485 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 4 1 goldmangroup.xml OWNERSHIP DOCUMENT X0306 4 2015-06-24 1 0001402366 LVB Acquisition, Inc. NONE 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0000769993 GOLDMAN SACHS & CO 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394287 GS Capital Partners VI Fund, L.P. C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394286 GSCP VI Advisors, L.L.C. C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394285 GS Capital Partners VI Offshore Fund, L.P. C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394278 GSCP VI Offshore Advisors, L.L.C. C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001386577 GS Capital Partners VI Parallel LP C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394288 GS Advisors VI, L.L.C. C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001386557 GS Capital Partners VI GmbH & Co KG C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001232073 GOLDMAN, SACHS MANAGEMENT GP GMBH C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 Common Stock 2015-06-24 4 J 0 130845980 D 0 I See Footnotes This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany"), GS LVB Co-Invest, L.P. ("GS LVB"), Goldman Sachs BMET Investors, L.P. ("GS BMET"), Goldman Sachs BMET Investors Offshore Holdings, L.P. ("GS BMET Offshore"), PEP Bass Holdings LLC ("GS PEP"), Private Equity Partners 2004 Direct Investment Fund LP ("GS 2004"), Private Equity Partners 2005 Direct LP ("GS 2005") and Private Equity Partners IX Direct LP ("GS IX", and together with GS Capital, GS Offshore, GS Parallel, GS Germany, GS LVB, GS BMET, GS BMET Offshore, GS PEP, GS 2004, GS 2005, the "GS Entities"); (continued in footnote 2) GSCP VI Advisors, L.L.C., GSCP VI Offshore Advisors, L.L.C., GS Advisors VI, L.L.C., Goldman, Sachs Management GP GmbH, GS LVB Advisors, L.L.C., GS BMET Advisors, L.L.C., GS BMET Offshore Advisors, Inc., Goldman Sachs PEP 2004 Direct Investment Advisors, LLC ("PEP 2004"), Goldman Sachs PEP 2005 Direct Investment Advisors, LLC ("PEP 2005") and Goldman Sachs PEP IX Direct Investment Advisors, LLC ("PEP IX") (together with the GS Entities, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in triplicate. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the GS Entities. Affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner or investment manager of the GS Entities. Immediately prior to the Merger, GS Group and Goldman Sachs may have been deemed to beneficially own indirectly 130,845,980 shares of Common Stock, par value $0.01 per share (the "Common Stock") of LVB Acquisition, Inc. , a Delaware corporation (the "Issuer"), by reason of the indirect beneficial ownership of such shares by the GS Entities. Immediately prior to the Merger, the GS Entities may have been deemed to beneficially own indirectly 130,845,980 shares of Common Stock in the aggregate by reason of the direct beneficial ownership of such shares by, and their aggregate direct ownership of 1,308,419.15815 membership units in, LVB Acquisition Holding, LLC ("Holding"). The membership interests of Holding are held by a private investor group, which includes the GS Entities. Immediately prior to the Merger, GS Capital, and its general partner GSCP VI Advisors, L.L.C., may have been deemed to beneficially own indirectly approximately 43,367,916 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 433,679.15808 membership units in, Holding. Immediately prior to the Merger, GS Germany, and its general partner Goldman, Sachs Management GP GmbH, may have been deemed to beneficially own indirectly approximately 1,541,319 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 15,413.18755 membership units in, Holding. Immediately prior to the Merger, GS Offshore, and its general partner GSCP VI Offshore Advisors, L.L.C., may have been deemed to beneficially own indirectly approximately 36,071,876 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 360,718.75833 membership units in, Holding. Immediately prior to the Merger, GS Parallel, and its general partner GS Advisors VI, L.L.C., may have been deemed to beneficially own indirectly approximately 11,925,385 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 119,253.84819 membership units in, Holding. Immediately prior to the Merger, GS LVB, and its general partner GS LVB Advisors, L.L.C., may have been deemed to beneficially own indirectly approximately 6,187,599 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 61,875.99 membership units in, Holding. Immediately prior to the Merger, GS BMET, and its general partner GS BMET Advisors, L.L.C., may have been deemed to beneficially own indirectly approximately 6,313,795shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 63,137.95 membership units in, Holding. Immediately prior to the Merger, GS BMET Offshore, and its general partner GS BMET Offshore Advisors, Inc., may have been deemed to beneficially own indirectly approximately 18,478,545 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 184,785.45 membership units in, Holding. Immediately prior to the Merger, GS PEP may have been deemed to beneficially own indirectly approximately 4,446,382 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 44,463.816 membership units in, Holding. Immediately prior to the Merger, GS 2004, and its general partner PEP 2004, may have been deemed to beneficially own indirectly approximately 630,980 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 6,309.8 membership units in, Holding. Immediately prior to the Merger, GS 2005, and its general partner PEP 2005, may have been deemed to beneficially own indirectly approximately 901,320 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 9,013.2 membership units in, Holding. Immediately prior to the Merger, GS IX, and its general partner PEP IX, may have been deemed to beneficially own indirectly approximately 976,800 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 9,768 membership units in, Holding. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. On June 24, 2015, Zimmer Holdings, Inc., (subsequently renamed Zimmer Biomet Holdings, Inc.) a Delaware corporation ("Zimmer"), acquired 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 Common Stock was exchanged for $8.94 in cash and 0.0562 shares of Zimmer common stock. Following the closing of the Merger, affiliates of the Reporting Persons beneficially own indirectly zero shares of Common Stock. /s/ Kevin Treanor, Attorney-in-fact 2015-06-26 /s/ Kevin Treanor, Attorney-in-fact 2015-06-26 /s/ Kevin Treanor, Attorney-in-fact 2015-06-26 /s/ Kevin Treanor, Attorney-in-fact 2015-06-26 /s/ Kevin Treanor, Attorney-in-fact 2015-06-26 /s/ Kevin Treanor, Attorney-in-fact 2015-06-26 /s/ Kevin Treanor, Attorney-in-fact 2015-06-26 /s/ Kevin Treanor, Attorney-in-fact 2015-06-26 /s/ Kevin Treanor, Attorney-in-fact 2015-06-26 /s/ Kevin Treanor, Attorney-in-fact 2015-06-26