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Cleary’s Peponis advises Biomet on financing issues around $13.4 billion Zimmer Merger

Deal scheduled to close in first quarter of 2015

Meme Peponis, a New York-based partner with Cleary Gottlieb Steen & Hamilton LLP

Meme Peponis, a New York-based partner with Cleary Gottlieb Steen & Hamilton LLP, is part of the team advising medical device maker Biomet Inc. and a consortium of private equity firm owners with the $13.35 billion merger with Zimmer Holdings Inc. Peponis is offering counsel on financing issues with the deal, for which Cleary is also acting as Biomet’s regulatory legal advisor in Europe.

The deal, which is scheduled to close in the first quarter of 2015, involves cash and stock and the assumption of net debt.

Jeffrey R. Binder, Biomet's president and chief executive officer, said in a statement, “The combination with Zimmer will prepare us to compete as a stronger entity in the medical device industry of the future. Our combined scale will extend the reach and influence with which we pursue our common passion: delivering products and services that benefit our customers and the patients we ultimately serve.”

Along with Peponis, the Cleary Gottlieb M&A team is being led out of New York by partner Robert Davis, with assistance from partner Jeff Karpf, along with counsel Helena Grannis, associates Jim Langston, Dan Fernandez, Dorje Glassman, Chris Oglesby and Marc Rotter and law clerk Rusty Feldman. Partner Arthur Kohn, counsel Mary Alcock and associate Amber Thiel are advising on employment issues. In Europe, the Cleary Gottlieb antitrust team is being led by Brussels partner F. Enrique González-Díaz, with assistance from London associate Paul Gilbert and Brussels associates Ben Holles de Peyer, Ian Hastings and Virginia Romero.

Peponis’ practice focuses on acquisition and other debt financings, including leveraged loans and high yield bonds. Along with the Zimmer transaction, she has also represented Biomet and its Dutch subsidiaries in their new $500 million senior secured asset-based revolving credit facilities, comprised of a $400 million U.S. subfacility and a $100 million Euro-equivalent Dutch subfacility; and Biomet’s new $330 million senior secured revolving cash flow credit facilities, amendments to and extensions of its dollar- and Euro-denominated senior secured cash flow term loan facilities, its $800 million offering of senior subordinated notes, its $1.825 billion offerings of senior notes and the related repurchases and retirements of previously issued senior subordinated notes and senior notes.

Contributing Author

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Amy I. Stickel

Amy I. Stickel has extensive experience covering the legal, financial and pharmaceutical industries as a writer and editor. A past managing editor of Corporate Legal Times and...

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