H.I.G. Capital, LLC entered into an Equity Purchase Agreement to acquire Zimmer Biomet Spine, Inc. from ZimVie Inc. (NasdaqGS:ZIMV) for approximately $380 million on December 15, 2023. The purchase price to be paid to ZimVie in connection with the Transaction is $375,000,000, comprised of $315,000,000 in cash, subject to certain customary adjustments as set forth in the Purchase Agreement, and $60,000,000 in the form of a subordinated promissory note payable by Purchaser to ZimVie. In the event that the Seller shall terminate this Agreement pursuant then Purchaser shall promptly, but in no event later than ten Business Days after the date of such termination, pay or cause to be paid to Seller a termination fee of $24,375,000 in cash.

The Purchase Agreement provides that completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among other things, obtaining certain required regulatory approvals and the waiting period applicable to the consummation of the Transactions under the HSR Act shall have expired or early termination thereof shall have been granted. In addition, Purchaser?s obligation to consummate the Transaction is further conditioned upon the exercise by ZimVie of the French Put Option. The transaction is expected to close in the first half of 2024.

Net Proceeds Will be Used to Pay Down Debt and Support Dental Growth Initiatives. Harris Siskind, Alex Clavero, Taylor Berman and Griffin Doty of McDermott Will & Emery LLP acted as legal advisor to H.I.G. Capital, LLC. Robert I. Townsend III, O. Keith Hallam III, Sanjay Murti, Christopher J. Kelly, J. Leonard Teti II, Jonathan J. Katz, David J. Kappos, Matthew Morreale, Margaret T. Segall, Michael L. Arnold and Kimberley S. Drexler, Jesse M. Weiss and Benjamin G. Joseloff of Cravath, Swaine & Moore LLP acted as legal advisor to ZimVie.

Centerview Partners is serving as exclusive financial advisor to ZimVie.