AMENDMENT
Portions of this agreement have been omitted and separately filed with the SEC with a request for confidential treatment. The location of those omissions have been noted by [**].
Exhibit 10.2
AMENDMENT
AMENDMENT, dated as of November 29, 2009 (this “Amendment”), to the Credit Agreement dated as of September 5, 2008 (the “Credit Agreement”) among Xxxxx Xxxxxx, Inc., as borrower (the “Borrower”), the several lenders party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and HSBC Bank USA, N.A., The Bank of New York Mellon, and UniCredit Markets and Investment Banking, acting through Bayerische Hypo- und Vereinsbank AG, New York Branch, as co-syndication agents.
RECITALS
A. WHEREAS, a newly-formed joint venture in which the Borrower will hold a majority ownership interest intends to acquire certain assets of the Borrower (the “Xxxxxxx Acquisition”) and incur indebtedness in connection therewith;
B. WHEREAS, in connection with the Xxxxxxx Acquisition, the Borrower is requesting that the Lenders agree to certain amendments relating to the Credit Agreement; and
C. WHEREAS, the Lenders are willing to agree to such amendments subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, as amended by this Amendment. As used in this Amendment, the following terms shall have the following meanings:
“Effective Date”: as defined in Section 11.
“Xxxxxxx Acquisition”: as defined in the Preamble hereto.
“Xxxxxxx Acquisition Documents”: the Omnibus Agreement, dated as of November 29, 2009, by and among the Borrower, National Logistics Services, LLC, Xxxxxxx Acquisition Company, Xxxxxx Animal Health Holding Company LLC, Xxxxxx Animal Health Supply, LLC, Oak Hill Capital Partners II, L.P., Oak Hill Capital Management Partners II, L.P., W.A. Xxxxxx Company, Xxxxx Veterinary Supply, Inc., and the Management Members (as defined therein), and all documents and agreements executed and delivered in connection with the consummation of the transactions contemplated thereby.
“Xxxxxxx Transaction Documents”: the Xxxxxxx Acquisition Documents and the Xxxxxxx Credit Documents.
[**] - Confidential or proprietary information redacted.
2. Amendments to Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by:
(a) amending the definition of “Guarantor” by inserting the words “(other than the Joint Venture and its Subsidiaries)” after the words “any Subsidiary of the Borrower” in the first line thereof; and
(b) adding the following definitions in the appropriate alphabetical order:
“Joint Venture”: W.A. Xxxxxx Company, a Delaware corporation (currently known as Xxxxxxx Acquisition Company, together with its permitted successors and assigns).
“Permitted JV Refinancing Indebtedness” means Indebtedness of the Joint Venture and its Subsidiaries which satisfies each of the following conditions: (a) to the extent that such Indebtedness is to be secured by a Lien on any assets or property, or the Equity Interests, of the Joint Venture and its Subsidiaries, the terms of such Indebtedness (including the Liens that secure such Indebtedness) shall be substantially similar to those provided in the Xxxxxxx Credit Documents (other than changes which extend the maturity thereof, decrease the interest rate applicable thereto, release a portion of the assets subject to such Liens or otherwise amend the terms in a manner that could not reasonably be expected to be materially adverse to the interests of the Lenders taken as a whole) and any Liens that secure such Indebtedness do not cover any additional assets, property or Equity Interests ; (b) such Indebtedness shall consist of (i) a secured facility which satisfies the requirements of clause (a) above or (ii) an unsecured or subordinated facility (and guarantees in respect thereof provided by any Subsidiary of the Joint Venture) with terms customary for facilities of such type at such time; (c) no Default or Event of Default shall have occurred and be continuing or would result from the incurrence of such Indebtedness; (d) such Indebtedness shall not be subject to any amortization or required repayment obligations (other than, in the case of a secured facility, as contemplated by clause (a) above or, in the case of an unsecured or subordinated facility, as then reflects the customary terms for facilities of such type at such time) on or prior to the Termination Date; (e) the net proceeds of such Indebtedness (other than any revolving Indebtedness) are concurrently applied to the prepayment of the Indebtedness to be refinanced; and (f) the Administrative Agent shall have received (x) a certificate of a Responsible Officer of the Joint Venture certifying compliance with the conditions set forth in this definition (and attaching any other information reasonably required by the Administrative Agent) and (y) copies of all the loan documents relating to such Indebtedness at least three Business Days prior to the funding of any such Indebtedness.
“Xxxxxxx Credit Agreement”: the credit agreement to be entered into in connection with the Xxxxxxx Acquisition between Xxxxxx Animal Health Supply, LLC, a Delaware limited liability company, as borrower, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (as amended, waived, modified or supplemented from time to time; provided that any renewal, replacement or refinancing thereof shall satisfy the requirements set forth in paragraphs (a) through (f) of the definition of “Permitted JV Refinancing Indebtedness”).
“Xxxxxxx Credit Documents”: the Xxxxxxx Credit Agreement and any agreement, document or instrument creating any security interest or other encumbrance, or guaranty, entered into in connection therewith and any other agreement, document or instrument ancillary or otherwise related thereto (as amended, waived, modified or supplemented from time to time; provided that any renewal, replacement or refinancing thereof shall satisfy the requirements set forth in paragraphs (a) through (f) of the definition of “Permitted JV Refinancing Indebtedness”).
3. Amendment to Section 7.4. Clause (c) of Section 7.4 of the Credit Agreement is hereby amended by inserting the words “(other than Indebtedness permitted under Section 8.3(b)(viii))” after the word “Indebtedness” in the first line thereof.
[**] - Confidential or proprietary information redacted.
4. Amendment to Section 7.12. Section 7.12 of the Credit Agreement is hereby amended by inserting the words “(other than the Joint Venture and its Subsidiaries)” after the word “Subsidiary” in the first line thereof.
5. Amendment to Section 8.2. Section 8.2 of the Credit Agreement is hereby amended by:
(i) deleting the word “or” from the end of clause (m);
(ii) deleting the period from the end of clause (n) and substituting therefor a semicolon; and
(iii) adding the following at the end thereof:
“(o) any Lien over the assets, property or Equity Interests of the Joint Venture and its Subsidiaries that secures Indebtedness permitted under Section 8.3(b)(viii); provided that such Lien does not at any time cover any additional assets or property other than products or proceeds thereof; or
(p) Liens granted by any Subsidiary of the Borrower that are contractual rights of set-off or netting arrangements relating to pooled deposit or sweep accounts of such Subsidiary to permit satisfaction of overdraft or similar obligations (including with respect to netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements) incurred in the ordinary course of business of such Subsidiary.”
6. Amendment to Section 8.3. Clause (b) of Section 8.3 of the Credit Agreement is hereby amended by:
(i) deleting the word “and” from the end of clause (vi);
(ii) deleting the period from the end of clause (vii) and substituting therefor a comma; and
(iii) adding the following words at the end thereof:
“(viii) (A) Indebtedness of the Joint Venture and its Subsidiaries under the Xxxxxxx Credit Agreement in a principal amount not to exceed $330,000,000 at any time, and (B) Permitted JV Refinancing Indebtedness in respect thereof, (ix) Indebtedness of any Subsidiary of the Borrower in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business, and (x) any Guarantee Obligation of the Borrower in respect of Indebtedness incurred by any Subsidiary under clause (ix) hereof up to an aggregate principal amount not to exceed $25,000,000 at any time outstanding.”
7. Amendment to Section 8.8. Section 8.8 of the Credit Agreement is hereby amended by:
(i) deleting clause (i) of the proviso in its entirety and replacing it with the following:
[**] - Confidential or proprietary information redacted.
“(i) the foregoing shall not apply to prohibitions, restrictions and conditions (x) imposed by law, (y) contained in any of the Loan Documents or (z) contained in the organizational documents of the Joint Venture and its Subsidiaries (including their respective operating, management or partnership agreements, as applicable) to the extent that such prohibition, restriction or condition applies only to the property, assets or Equity Interests of, or dividends, distributions, loans, advances, repayments or guarantees by, the Joint Venture and its Subsidiaries,”
(ii) deleting clause (iv) of the proviso in its entirety and replacing it with the following:
“(iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness (including the Xxxxxxx Credit Documents and the loan documentation with respect to any Permitted JV Refinancing Indebtedness) permitted by this Agreement if such restrictions or conditions apply only to the property, assets or Equity Interests securing any such Indebtedness and, in the case of the Xxxxxxx Credit Documents and any loan documentation with respect to Permitted JV Refinancing Indebtedness, such restrictions or conditions apply only to the property, assets or Equity Interests of the Joint Venture and its Subsidiaries, and”.
8. Amendment to Section 9. Section 9 is hereby amended by (i) inserting the words “(other than Indebtedness permitted under Section 8.3(b)(viii))” after the words “Material Indebtedness” where such words appear in subsections (d) and (e) thereof, and (ii) inserting the words “(other than the Joint Venture and its Subsidiaries)” after the words “Significant Subsidiary” where such words appear in subsections (f) and (g) thereof.
9. Schedule 5.14 to the Credit Agreement. Schedule 5.14 to the Credit Agreement is hereby supplemented with the information provided in Schedule 5.14 to this Amendment.
10. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) on which the following conditions shall have been satisfied or waived:
(a) the Administrative Agent shall have received this Amendment, duly executed and delivered by the Borrower and the Majority Lenders;
(b) the Administrative Agent shall have received executed copies of the Xxxxxxx Transaction Documents, each certified by an officer of the Borrower to be true and correct and in full force and effect as of the date hereof, and no provision thereof shall have been amended, waived or otherwise modified without the consent of the Administrative Agent;
(c) the Xxxxxxx Acquisition shall have been consummated in accordance with the Xxxxxxx Acquisition Documents;
(d) the Administrative Agent shall have received customary legal opinions from counsel to the Borrower and its Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent; and
(e) the Administrative Agent shall have received such customary certificates as may be reasonably requested by the Administrative Agent including confirmation that the Borrower is in compliance with the requirements of Section 8.1 of the Credit Agreement both prior to and immediately after the consummation of the Xxxxxxx Acquisition.
[**] - Confidential or proprietary information redacted.
11. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
12. Representations and Warranties. The Borrower hereby represents and warrants to the Lenders and the Administrative Agent as follows:
(a) The Borrower has the corporate power and authority and the legal right to execute, deliver and perform this Amendment and has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment. This Amendment has been duly executed and delivered on behalf of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.
(b) The representations and warranties of the Borrower set forth in Section 5 of the Credit Agreement as amended hereby (excluding the representations made in subsections 5.2 and 5.6 thereof) are true and correct in all material respects on and as of the date hereof as if made on and as of such date (or, if such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).
13. Fees, Costs and Expenses. The Borrower agrees to (i) pay to the Administrative Agent any arrangement fees previously agreed in writing in connection with this Amendment and (ii) reimburse the Administrative Agent for all reasonable fees, costs and expenses incurred by it in connection with this Amendment, including but not limited to the reasonable fees, costs and expenses of counsel and invoiced at least one Business Day prior to the Effective Date.
14. Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.
15. Loan Document. This Amendment shall be designated a Loan Document for all purposes of the Credit Agreement, as amended hereby, and the terms and conditions set forth therein.
[Signature pages follow]
[**] - Confidential or proprietary information redacted.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
|
XXXXX XXXXXX, INC.
|
||
|
By:
|
/s/Xxxx X. Xxxxxx
|
|
|
Name:Xxxx X. Xxxxxx
|
||
|
Title:Executive Vice President
|
||
|
JPMORGAN CHASE BANK, N.A., as Administrative
|
||
| Agent and a Lender | ||
|
By:
|
/s/Xxxxx Xxxxx
|
|
|
Name:Xxxxx Xxxxx
|
||
|
Title:Vice President
|
||
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Xxxxxxx Street LLC, as a Lender
|
||
|
By:
|
/s/Xxx Xxxxxxxxx
|
|
|
Name:Xxx Xxxxxxxxx
|
||
|
Title:Authorized Signatory
|
||
|
BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
|
||
| as a Lender | ||
|
By:
|
/s/X. XxXxxx
|
|
|
Name:X. XxXXXX
|
||
|
Title:ASST. VICE PRESIDENT
|
||
|
US BANK, N.A. as a Lender
|
||
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By:
|
/s/Xxxxxx X. Xxxx
|
|
|
Name:Xxxxxx X. Xxxx
|
||
|
Title:AVP
|
||
|
THE ROYAL BANK OF SCOTLAND, PLC as a
|
||
| Lender | ||
|
By:
|
/s/Xxxxx XxxXxxxx
|
|
|
Name:Xxxxx XxxXxxxx
|
||
|
Title:Vice President
|
||
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HSBC Bank USA, National Association
|
||
|
By:
|
/s/Xxxxx X. Xxxxxx
|
|
|
Name:Xxxxx X. Xxxxxx
|
||
|
Title:Vice President
|
||
|
DE XXXX XXXXXX FINANCIAL SERVICES, INC.
|
||
|
as a Lender
|
||
|
By:
|
/s/Xxxxxxx Guest
|
|
|
Name:Xxxxxxx Guest
|
||
|
Title:VP, Commercial Operations
|
||
|
The Bank of New York Mellon as a Lender
|
||
|
By:
|
/s/Xxxxxxx X. Xxxxxxx, Xx.
|
|
|
Name:Xxxxxxx X. Xxxxxxx, Xx.
|
||
|
Title:Vice President
|
||
|
Bank of America, N.A., as a Lender
|
||
|
By:
|
/s/Xxxxxx X. Xxxxxxxxxx
|
|
|
Name:Xxxxxx X. Xxxxxxxxxx
|
||
|
Title:Senior Vice President
|
||
|
Xxxxx Fargo Bank as a Lender
|
||
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By:
|
/s/Xxxx Xxxxxxxx
|
|
|
Name:Xxxx Xxxxxxxx
|
||
|
Title:Senior Relationship Manager
|
||
Portioins of this schedule have been omitted and separately filed with the SEC with a request for confidential treatment. The location of those omissions have been noted by [**].
CONFIDENTIAL
Schedule 5.14
|
Entity
*Denotes confidential relationship
|
I/D
|
Jurisdiction of
Formation
|
Formation
Date
|
Ownership
|
|
ACE Surgical Supply Co., Inc.
|
D
|
Massachusetts
|
04/27/67
|
51% owned by Xxxxx Xxxxxx, Inc.
26.5% owned by J. Xxxxxx Xxxxxxxx through ACE Surgical Partners LLC
7.5% Xxxxx Xxxxxxxx
7.5% Xxxxxxxxxxx Xxxxxxxx
7.5% Xxxx X. Xxxxxxx
|
|
AD Holdings General Partnership
|
D
|
Texas
|
08/11/03
|
AD-LB Supply Corp.
99% interest and S&S Discount Supply, Inc. - 1% interest
|
|
AD Interests, LLC
|
D
|
Delaware
|
07/07/09
|
100% owned by AD-LB Supply Corp.
|
|
AD-LB Supply Corp.
|
D
|
05/10/91
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
|
All-Star Orthodontics, Inc.
|
D
|
Indiana
|
08/16/02
|
100% owned by Ortho Organizers, Inc.
|
|
Alta Medica Biotechnologies SARL
|
I
|
France
|
08/11/06
|
100% owned by Xxxxx Xxxxxx France Services SARL
|
|
Altatec GmbH
|
I
|
Germany
|
10/13/1981
|
100% owned by Camlog Holding GmbH
|
|
Anthos Impianti S.r.l.
|
I
|
Italy
|
2/10/1982
|
100% by Xxxxx Xxxxxx Italia S.r.l.
|
|
BA Dental Europa, SA
|
I
|
Spain
|
1/8/1998
|
78% owned by BA International Ltd.
22% owned by Xxxx Xxxx Xxxxx Xxxxxxxxxx
|
|
XX FRANCE Eurl
|
I
|
France
|
11/23/2004
|
100% owned by Xxxxx Xxxxxx France Services SARL
|
|
BA International, Limited
|
I
|
United Kingdom
|
11/18/1991
|
100% Xxxxx Xxxxxx UK Holdings Limited
|
|
[**]
|
[**]
|
[**]
|
[**]
|
[**]
|
|
[**]
|
[**]
|
[**]
|
[**]
|
[**]
|
|
[**]
|
[**]
|
[**]
|
[**]
|
[**]
|
|
[**]
|
[**]
|
[**]
|
[**]
|
[**]
|
|
[**]
|
[**]
|
[**]
|
[**]
|
[**]
|
|
[**]
|
[**]
|
[**]
|
[**]
|
[**]
|
|
Xxxxxx-Xxxxxx Dental Supply Co., Inc.
|
D
|
7/25/1973
|
100% owned by S & S Discount Supply, Inc.
|
|
|
Blitz HH02-650 GmbH
HRB 43277
XX Xxxxxxxxx
|
I
|
Germany
|
3/5/2002
|
98.04% Xxxxx Xxxxxx Holding GmbH, 1.96% Xxxxx Xxxxxx GmbH
|
|
Budget Dental Supplies Limited Company
Number: 2253738
|
I
|
United Kingdom
|
4/22/1988
|
100% owned by Xxxxx Xxxxxx UK Holdings Limited
|
|
Xxxxxx Animal Health Holding Company LLC (to be renamed Xxxxxx Schein Animal Health Holding LLC)
|
I
|
Delaware
|
3/13/2005
|
*20.56360% owned by Xxxxx Veterinary Supply, Inc.
*71.05640% owned by Xxxxxxx Acquisition Company
*0.36300% owned by Oak Hill Capital Management Partners II, L.P.
*7.26120% owned by certain management members
*Approximate ownership; actual amounts to be determined at closing.
|
|
Xxxxxx Animal Health Supply, LLC (to be renamed Xxxxxx Schein Animal Health Supply, LLC)
|
I
|
Delaware
|
3/31/2005
|
100% owned by Xxxxxx Animal Health Holding Company LLC.
|
|
Camlog Biotechnologies AG
|
I
|
Switzerland
|
4/11/2003
|
100% owned by Camlog Holdings AG
|
|
Camlog Consulting GmbH
|
I
|
Germany
|
6/14/1995
|
100% owned by Camlog Holding GmbH
|
|
Camlog Espana SA.
|
I
|
Spain
|
11/23/2006
|
100% owned by Camlog Holding AG
|
|
Camlog Holding AG
|
I
|
Switzerland
|
3/29/2003
|
Xxxxx Xxxxxx Europe, Inc. 64.8416%
Xx. Xxxxx Xxxxxx 7.4028%
Xxxx Xxxxxxxxxxxx 20.3528%
Xxxxxxxx Xxxxxxxx 7.4028%
|
| Camlog Holding GmbH | I | Germany |
8/14/2003
|
100% owned by Camlog Holding AG
|
[**] - Confidential or proprietary information redacted.
1
CONFIDENTIAL
Schedule 5.14
|
Entity
*Denotes confidential relationship
|
I/D
|
Jurisdiction of
Formation
|
Formation
Date
|
Ownership
|
|
Camlog Schweiz AG
|
I
|
Switzerland
|
8/29/2006
|
100% owned by Camlog Holding AG
|
|
Camlog USA, Inc.
|
D
|
Delaware
|
10/8/2003
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
Camlog Vertriebs GmbH
|
I
|
Germany
|
1/13/2004
|
100% owned by Camlog Holding GmbH
|
|
CFB Handels GmbH, Wien
|
I
|
Austria
|
1/7/1998
|
100% owned by Xxxxxxx Medical Vertriebs-GmbH Wien
|
|
Corporate Sureties Limited (N2) ATF Mediconsumables Pty Limited
|
I
|
Australia
|
100% owned by Medi-Consumables
|
|
|
Custom Milling Center, Inc.
|
D
|
Colorado
|
8/31/2005
|
50% owned by Xxxxx Xxxxxx, Inc. and 50% owned by Xxxxxx X. Xxxxxx
|
|
Dentina GmbH
HRB 700731 AG Freiburg i. Br.
|
I
|
Germany
|
8/10/1973
|
100% owned by FIRST MED Erste Verwaltungs GmbH
|
|
Desty Estates s.r.o.
ID No.: 28433092
(Limited Liability Company)
|
I
|
Czech Republic
|
12/4/2008
|
85.99% owned by Xxxxx Xxxxxx European Holding B.V., 0.01% owned by Xxxxx Xxxxxx C.V., 10% owned by Xxxxxxx Xxxxxxx and 4% owned by Karel Badalik
|
|
Encable Limited
|
I
|
United Kingdom
England, Wales
|
8/4/2009
|
100% owned by Veterinary Solutions Limited
|
|
Ethicare Limited
Company Number: 3096242
|
I
|
United Kingdom
|
8/29/1995
|
100% owned by Xxxxx Xxxxxx UK Holdings Limited
|
|
Euro Dental Holding GmbH
HRB 34839
XX Xxxxxxxxx
|
I
|
Germany
|
6/8/2000
|
100% owned by Blitz HH 02-650 GmbH
|
|
FIRST MED Erste Xxxxxxxxxxx XxxX
XXX 00000
XX Xxxxxxx
|
I
|
Germany
|
2/24/1998
|
100% owned by Xxxxx Xxxxxx GmbH
|
|
FIRST MED Xxxxxx Xxxxxxxxxxx XxxX
XXX 00000
XX Xxxxxxx
|
I
|
Germany
|
2/24/1998
|
100% owned by Xxxxx Xxxxxx GmbH
|
|
Gaudent-Sanitaria s.r.o.
ID No.: 480 41 823
(Limited Liability Company)
|
I
|
Czech Republic
|
12/16/1992
|
99% owned by Desty Estates s.r.o., 1% owned by Xxxxx Xxxxxx C.V.
|
|
Gem Medical Acquisition Corp.
|
D
|
Delaware
|
7/30/2008
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
General Injectables & Vaccines, Inc.
|
D
|
Virginia
|
11/2/1983
|
100% owned by GIV Holdings, Inc.
|
|
GIV Holdings, Inc.
|
D
|
Delaware
|
11/28/1995
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
Xxxxx Dental Pty Ltd.
ACN #000 403 618
|
I
|
Australia
|
6/29/1962
|
100% owned by HSR Holdings Pty Ltd
|
|
Handpiece Parts & Repairs, Inc.
|
D
|
Delaware
|
9/22/2003
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
Xxxxxxx Medical Vertriebs-GmbH
FN 102456X
Handelsgericht Wien
|
I
|
Austria
|
11/27/1979
|
100% owned by Xxxxx Xxxxxx Austria GmbH
|
|
Xxxxxxx Schweiz AG
|
I
|
Switzeland, Lyssach
|
12/24/1997
|
100% owned by Provet Holding XX
|
|
Xxxxxxx Vet GmbH
Commercial Register of Xxxxx Xxxxx xx Xxxxxxx
XXX 00000
|
I
|
Germany
|
8/24/2005
|
100% owned by FIRST MED Zweite Verwaltungs GmbH
|
|
Heitech Medizintechnik und Service
GmbH & Co. KG
HRA 92124
AG Hamburg
|
I
|
Germany
|
8/25/1998
|
General Partner: FIRST MED Erste Verw. GmbH; Limited
Partner: Xxxxx Xxxxxx GmbH
|
|
Xxxxx Xxxxxx (Lancaster, PA.) Inc.
|
D
|
Pennsylvania
|
1/8/1998
|
100% owned by Xxxxx Xxxxxx, Inc.
|
[**] - Confidential or proprietary information redacted.
2
CONFIDENTIAL
Schedule 5.14
|
Entity
*Denotes confidential relationship
|
I/D
|
Jurisdiction of
Formation
|
Formation
Date
|
Ownership
|
|
Xxxxx Xxxxxx (Malaysia) SDN, BHD
Company No.: 773023-X
|
I
|
Malaysia
|
5/14/2007
|
100% owned by Xxxxx Xxxxxx Global Sourcing, Inc.
|
|
Xxxxx Xxxxxx Australia Holdings Pty Limited
ACN# 082 998 696
|
I
|
Australia
|
6/16/1998
|
100% owned by Xxxxx Xxxxxx Latin America Pacific Rim Inc.
|
|
Xxxxx Xxxxxx Australia Pty Limited
ACN# 082 998 598
|
I
|
Australia
|
6/16/1998
|
100% owned by Xxxxx Xxxxxx Australia Holdings Pty Limited
|
|
Xxxxx Xxxxxx Austria GmbH
FN 238321 y
Wien
|
I
|
Austria (Vienna)
|
8/1/2003
|
100% owned by Xxxxx Xxxxxx GmbH
|
|
Xxxxx Xxxxxx B.V.
ID No.: 39053828
|
I
|
Netherlands
|
12/31/1992
|
100% owned by Sirona Dental Systems B.V.
|
|
Xxxxx Xxxxxx C.V.
ID - No.: 39100868
(Limited Partnership)
|
I
|
Netherlands
|
9/17/2007
|
99% of units owned by Xxxxx Xxxxxx Europe, Inc. (General Partner)
and 1% owned by Xxxxx Xxxxxx Italy LLC (Limited Partner)
|
|
Xxxxx Xxxxxx Canada, Inc.
|
I
|
Canada, Ontario
|
12/27/2003
registered corporation
|
100% owned by Xxxxx Xxxxxx Practice Solutions Inc.
|
|
Xxxxx Xxxxxx Cares Foundation, Inc.
|
D
|
1/30/2008
|
100% owned by Xxxxx Xxxxxx, Inc. No shareholders due to Not-For-Profit status.
|
|
|
Xxxxx Xxxxxx China Services Limited
Company No.: 1288640
|
I
|
Hong Kong
|
11/20/2008
|
51% owned by Xxxxx Xxxxxx Latin America Pacific Rim Inc., 49% owned by Best Winner (China) Limited
|
|
Xxxxx Xxxxxx Dental Austria GmbH
FN 45564 g
Wien
|
I
|
Austria
|
12/02/80
|
100% owned by Xxxxx Xxxxxx Austria GmbH
|
|
Xxxxx Xxxxxx Dental Depot GmbH
HRB 35008
XX Xxxxxxxxx
|
I
|
Germany
|
2/18/2000
|
100% owned by Xxxxx Xxxxxx Dental Holding GmbH
|
|
Xxxxx Xxxxxx Dental Holding GmbH
HRB 34827
XX Xxxxxxxxx
|
I
|
Germany
|
4/19/1999
|
100% owned by Xxxxx XX 00-000 XxxX
|
|
Xxxxx Xxxxxx Xxxxxx Holdings, S.L.
|
I
|
Spain
|
3/21/2005
|
100% owned by Xxxxx Xxxxxx Europe, Inc.
|
|
Xxxxx Xxxxxx España SA
|
I
|
Spain
|
11/13/1990
|
75% owned by Xxxxx Xxxxxx Espana Holdings, S.L.
25% owned by Benzadόn Acciones, S.A.
|
|
Xxxxx Xxxxxx Europe Limited
|
I
|
United Kingdom
|
4/5/2001
|
100% by Xxxxx Xxxxxx UK Finance Limited
|
|
Xxxxx Xxxxxx Europe, B.V.
ID – No.: 30126259
|
I
|
Netherlands
|
1/22/1999
|
100% Xxxxx Xxxxxx BV f/k/a demedis dental B.V.
|
|
Xxxxx Xxxxxx Europe, Inc.
00-0000000
|
D
|
Delaware
|
10/30/1990
|
100% by Xxxxx Xxxxxx, Inc.
|
|
Xxxxx Xxxxxx European Finance B.V.
(private limited liability company)
Registration No.: 321436230000
|
I
|
Netherlands
|
12/2/2008
|
100% owned by Xxxxx Xxxxxx European Holding B.V.
|
|
Xxxxx Xxxxxx European Holding B.V.
ID - No.: 30082267
|
I
|
Netherlands
|
5/27/1987
|
100% owned by Xxxxx Xxxxxx C.V.
|
|
Xxxxx Xxxxxx European Services B.V.
ID No.: 32150436
(Private Limited Liability Company)
|
I
|
Netherlands
|
4/14/2009
|
100% owned by Xxxxx Xxxxxx European Holdings B.V.
|
|
Xxxxx Xxxxxx Financial Services, Inc.
|
D
|
Delaware
|
7/22/1991
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
Xxxxx Xxxxxx France Holding EURL
|
I
|
France
|
11/20/2003
|
100% owned by Xxxxx Xxxxxx France Holdings Inc.
|
|
Xxxxx Xxxxxx France Holdings, Inc.
|
D
|
Delaware
|
7/21/1992
|
100% owned by Xxxxx Xxxxxx Europe, Inc.
|
[**] - Confidential or proprietary information redacted.
3
CONFIDENTIAL
Schedule 5.14
|
Entity
*Denotes confidential relationship
|
I/D
|
Jurisdiction of
Formation
|
Formation
Date
|
Ownership
|
|
Xxxxx Xxxxxx France SCA
|
I
|
France
|
4/3/1998
|
98.67% owned by Xxxxx Xxxxxx France Services SARL;
1.33% owned by Xxxxx Xxxxxx France Holdings, Inc.
|
|
Xxxxx Xxxxxx France Services SARL
|
I
|
France
|
12/3/2003
|
99.99% owned by Xxxxx Xxxxxx France Holding EURL,
.01% owned by Xxxxx Xxxxxx France Holdings Inc.
|
|
Xxxxx Xxxxxx Funding Group (partnership)
|
I
|
Canada, Ontario
|
99% owned by Xxxxx Xxxxxx, Inc., 1% owned by Xxxxx Xxxxxx Europe.
Non-resident Canadian Partnership.
|
|
|
Xxxxx Xxxxxx Global Sourcing, Inc.
|
D
|
Delaware
|
1/12/2007
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
Xxxxx Xxxxxx GmbH
HRB 43302
XX Xxxxxxxxx
|
I
|
Germany
|
2/25/1997
|
100% owned by Xxxxx Xxxxxx Holding GmbH
|
|
Xxxxx Xxxxxx Grundstucks-Vermietungsgesgesellschaft mbH & Co. Objekt Zarrentin OHG
HRA 40987
XX Xxxxxxxxx
|
I
|
Germany
|
2/9/1996
|
98% owned by HLZ Logistik GmbH, 2% owned by Xxxxx Xxxxxx XxxX
|
|
Xxxxx Xxxxxx Xxxxxxx XxxX
XXX 00000
XX Xxxxxxxxx
|
I
|
Germany
|
4/23/1998
|
100% owned by Xxxxx Xxxxxx Europe, Inc.
|
|
Xxxxx Xxxxxx Hong Kong Limited
Company No: 1269375
|
I
|
Hong Kong
|
9/1/2008
|
51% owned by Xxxxx Xxxxxx Latin America Pacific Rim Inc.,
49% owned by Grand Winner Corporation Limited
|
|
Xxxxx Xxxxxx International LLC
|
D
|
Delaware
|
1/22/2008
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
Xxxxx Xxxxxx Ireland Limited
Company Number: 232667
|
I
|
Ireland
|
5/3/1995
|
100% owned by Xxxxx Xxxxxx (KM) Limited
|
|
Xxxxx Xxxxxx Italia Srl
|
I
|
Italy
|
9/18/2007
|
100% owned by Xxxxx Xxxxxx European Holding B.V.
|
|
Xxxxx Xxxxxx Italy LLC
|
D
|
Delaware
|
9/13/2007
|
100% owned by Xxxxx Xxxxxx Europe, Inc. (sole member)
|
|
Xxxxx Xxxxxx Luxembourg Services S.àr.l.
|
I
|
Grand Duchy of Luxembourg
|
12/07/09
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
Xxxxx Xxxxxx Xxxxxxx XxxX
XXX 00000
XX Xxxxxxx
|
I
|
Germany
|
8/27/2002
|
100% owned by FIRST MED Zweite Verwaltungs GmbH
|
|
Xxxxx Xxxxxx Medical Systems, Inc.
00-0000000
|
D
|
Ohio
|
7/30/1987
|
55% owned by Xxxxx Xxxxxx, Inc. and 45% owned by the Ajit and Xxxxxxx Xxxxx Revocable Trust
|
|
Xxxxx Xxxxxx Medical Technologies Ltd.
|
I
|
Israel
|
100% owned by Xxxxx Xxxxxx Latin America Pacific Rim Inc.
|
|
|
Xxxxx Xxxxxx New Zealand
Company Nos. 1950272
|
I
|
New Zealand
|
6/8/2007
|
100% owned by Xxxxx Xxxxxx New Zealand Holding Co.
|
|
Xxxxx Xxxxxx NV
Tax ID: BB 0403.138.334
|
I
|
Belgium
|
1/1/1948
|
31.04% by Sirona Dental Systems BV / 68.96% Xxxxx Xxxxxx Europe Inc.
|
|
Xxxxx Xxxxxx Portugal, Unipessoal LDA
|
I
|
Portugal
|
5/16/2006
|
100% owned by Xxxxx Xxxxxx Espana, S.A.
|
|
Xxxxx Xxxxxx PPT, Inc.
|
D
|
Wisconsin
|
11/1/1995
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
Xxxxx Xxxxxx Practice Solutions Inc.
|
D
|
Utah
|
9/16/1985
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
Xxxxx Xxxxxx Puerto Rico, Inc.
|
D
|
Puerto Rico
|
8/13/2003
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
Xxxxx Xxxxxx Regional Limited
Company No.: 911614
|
I
|
New Zealand
|
6/15/1998
|
63.9% owned by Xxxxx Xxxxxx Latin America Pacific Rim Inc.,
30.53% by Regional Health Limited, 5.57% by Macro Health Limited
|
|
Xxxxx Xxxxxx Regional Pty Limited
(Unit Trust) ACN #: 003 770 321
|
I
|
Australia
|
5/10/1989
|
50.1% owned by Xxxxx Xxxxxx Australia Pty Limited, 49.9% owned by Medi-Consumables Pty Ltd. (Xxxxxx and Xxxxxx Xxxxx)
|
[**] - Confidential or proprietary information redacted.
4
CONFIDENTIAL
Schedule 5.14
|
Entity
*Denotes confidential relationship
|
I/D
|
Jurisdiction of
Formation
|
Formation
Date
|
Ownership
|
|
Xxxxx Xxxxxx Shvadent (2009) Ltd.
|
I
|
Israel
|
5/24/2009
|
Xxxxx Xxxxxx Latin America Pacific Rim, Inc. owns 70% and Xxxxxx Trokman owns 30%
|
|
Xxxxx Xxxxxx Software of Excellence Finance Ltd. (Exempted Company)
|
I
|
Cayman Islands
|
7/15/2008
|
100% owned by Xxxxx Xxxxxx C.V.
|
|
Xxxxx Xxxxxx Systems B.V.
ID-No.: 30070331
|
I
|
Netherlands
|
10/1/1983
|
72.7% owned by Xxxxx Xxxxxx Europe, Inc. and 27.3% owned by Xxxxx Xxxxxx Service GmbH
|
|
Xxxxx Xxxxxx Technologies (Ireland) Limited
Company Number: NI 032999
|
I
|
United Kingdom
|
9/26/1997
|
100% owned by Xxxxx Xxxxxx Technologies Limited
|
|
Xxxxx Xxxxxx UK Finance Limited
Company Number: 3587006
|
I
|
United Kingdom
|
6/25/1998
|
100% owned by Xxxxx Xxxxxx Europe, Inc.
|
|
Xxxxx Xxxxxx UK Holdings Limited
Company Number: 2579457
|
I
|
United Kingdom
|
2/4/1991
|
100% owned by Xxxxx Xxxxxx UK Finance Limited
|
|
Xxxxx Xxxxxx Wigro van der Kuip B.V.
ID – No.: 30144606
|
I
|
Netherlands
|
9/16/1997
|
100% owned by Xxxxx Xxxxxx BV
|
|
Xxxxx Xxxxxx, Inc.
Tx ID #00-0000000
Charter No.: 2320192
|
D
|
Delaware
|
12/23/1992
|
Publicly owned
|
|
HF Acquisition Co. LLC
|
D
|
Delaware
|
7/13/2009
|
100% owned by Camlog USA, Inc.
|
|
HLZ Logistik GmbH Commercial Register of Lower Court of Schwerin HRB 8895
|
I
|
Germany
|
8/24/2005
|
100% owned by Xxxxx Xxxxxx GmbH
|
|
HPR Holdings I, LLC
|
D
|
Delaware
|
12/29/2005
|
100% owned by Handpiece Parts & Repairs, Inc.
Converted to an LLC on 6/28/06
|
|
HPR TM, LLC
|
D
|
Delaware
|
12/29/2005
|
100% owned by HPR Holdings I, LLC.
Converted to an LLC on 6/28/06.
|
|
HS Beneficiary Services, LLC
|
D
|
Delaware
|
11/15/2007
|
100% owned by HS Financial, Inc., as sole member
|
|
HS Brand Management, Inc.
|
D
|
Delaware
|
9/29/2005
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
HS Finance Company, LLC
|
D
|
Delaware
|
11/15/2007
|
100% owned by HS Trust, (was 100% owned by HS Financial, Inc., as sole member, then HS Financial, Inc. contributed HS Finance Company, LLC to HS Trust)
|
|
HS Financial Holdings, Inc.
|
D
|
Delaware
|
9/29/2005
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
HS Financial, Inc.
|
D
|
Delaware
|
9/29/2005
|
100% owned by HS Financial Holdings, Inc.
|
|
HS France Finance, LLC
|
D
|
Delaware
|
3/23/2004
|
100% owned by Xxxxx Xxxxxx France Holdings, Inc., as sole member
|
|
HS Manager Services, LLC
|
D
|
Delaware
|
11/15/2007
|
100% owned by HS Financial, Inc., as sole member
|
|
HS TM Holdings, LLC
|
D
|
Delaware
|
9/29/2005
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
HS TM, LLC
|
D
|
Delaware
|
9/29/2005
|
100% owned by HS TM Holdings, LLC. Converted to an LLC on 6/28/06.
|
|
HS Trust
|
I
|
British Virgin Islands
|
12/6/2007
|
Nerine Trust Company (BVI) Limited = Trustee,
100% owned by HS Beneficiary Services, LLC = beneficiary
|
|
HSI Gloves, Inc.
|
D
|
Delaware
|
10/24/2003
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
HSI RE I, LLC
|
D
|
Delaware
|
6/4/2001
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
HSLA Unit Trust
ABN #83 132 312 515
|
I
|
Australia
|
4/13/2004
|
100% owned by Xxxxx Xxxxxx Regional Pty Ltd. (Unit Trust)
(Kraft No. 3 is the trustee company of HSLA Unit Trust.
Kraft No. 3 is owned by Xxxxx Xxxxxxxx pursuant to a Declaration Trust)
|
|
HSR Holdings Pty Limited
ACN # 114 233 671
|
I
|
Australia
|
5/12/2005
|
100% owned by Xxxxx Xxxxxx Regional Pty Limited (Unit Trust)
|
[**] - Confidential or proprietary information redacted.
5
CONFIDENTIAL
Schedule 5.14
|
Entity
*Denotes confidential relationship
|
I/D
|
Jurisdiction of
Formation
|
Formation
Date
|
Ownership
|
|
Insource, Inc.
|
D
|
Virginia
|
5/10/1991
|
100% by General Injectables & Vaccines, Inc.
|
|
Kent Express Limited
Company Number: 3819137
|
I
|
United Kingdom
|
8/3/1999
|
100% owned by Xxxxx Xxxxxx UK Holdings Limited.
|
|
Krugg S.p.A.
|
I
|
Italy
|
79
|
100% owned by Xxxxx Xxxxxx Italia Srl
|
|
[**]
|
[**]
|
[**]
|
[**]
|
[**]
|
|
[**]
|
[**]
|
[**]
|
[**]
|
[**]
|
|
[**]
|
[**]
|
[**]
|
[**]
|
[**]
|
|
MBM Hospital Supply Corp.
|
D
|
11/20/1987
|
100% owned by Micro Bio-Medics, Inc.
|
|
|
MediConsumables Pty Limited
|
I
|
Australia
|
|
Xxxxx Xxxxxx Australia Pty Limited owns 58 Class A Shares and 58 Class B Shares or 58% of the company, 14% is owned by 000 Xxxxxx Xxxxxx Pty Limited and 28% by Stangcrop Pty Limited
|
|
Medka Medizinprodukte GmbH
ID No.: HRB 95560B
|
I
|
Germany
|
12/17/2004
|
100% owned by Xxxxxxx Med Vertriebsgesellschaft mbH
|
|
Megadental SAS
|
I
|
France
|
10/14/1996
|
35% owned by Megaindustries SARL
49.92% owned by Xxxxx Xxxxxx France SCA
14.98% owned by Xxxxx Xxxxxx France Services SARL
0.10% owned by Xxxxx Xxxxxx France Holdings, Inc.
|
|
Micro Bio-Medics, Inc.
|
D
|
7/2/1971
|
100% owned by Xxxxx Xxxxxx, Inc. Note: Caligor Physicians & Hospital Supply Corp. which was incorpoated on 1/21/82 (sep. from Caligor entity of the same name incorporated on 12/4/84) was merged into Micro Bio-Medics, Inc. on 11/30/84.
|
|
|
Xxxxxxx Dental Limited
Company Number: 3856630
|
I
|
United Kingdom
|
10/11/1999
|
100% Xxxxx Xxxxxx UK Holding Limited
|
|
National Logistics Services, LLC
EIN #00-0000000
|
D
|
Delaware
|
11/10/1997
|
100% by Xxxxx Xxxxxx, Inc.
|
|
Nordenta Handelsgesellschaft mbH
HRB 85039
AG Hamburg
|
I
|
Germany
|
8/27/2002
|
100% owned by FIRST MED Erste Verwaltungs GmbH
|
|
Noviko a.s.
ID No.: 25316800
|
I
|
Czech Republic
|
11/12/1996
|
100% owned by Desty Estates s.r.o.
|
|
Ortho Organizers Holdings, Inc.
|
D
|
Delaware
|
5/18/2005
|
98.29% owned by Xxxxxx-Xxxxxx Dental Supply Co. Inc., 1.71% owned by Xxxxxx X. Xxxxxxxx , Trustee of the Xxxxxx X. Xxxxxxxx and Xxxx X. Xxxxxxxx AB Living Trust dated 5/3/05
|
|
Ortho Organizers, Inc.
|
D
|
California
|
6/11/1981
|
100% owned by Ortho Organizers Holdings, Inc.
|
|
Petco AG
|
I
|
Switzerland
|
11/19/1982
|
100% owned by Provet Holding AG
|
|
Prolavi S.L.
Tax Identification No.: B78359650
|
I
|
Spain
|
10/27/1986
|
100% owned by Xxxxx Xxxxxx Espana S.A.
|
|
Promed Vertriebsgesellschaft mbH & Co. KG
HRA 73311
AG Munchen
|
I
|
Germany
|
12/8/1998
|
General Partner: FIRST MED Zweite Verw, GmbH;
Limited Partner: HLZ Logistik GmbH
|
|
Protec Australia Pty Limited
ACN #108 829 750
|
I
|
Australia
|
4/23/2004
|
100% owned by Kraft No. 3 Pty Limited, Kraft No. 3 Pty Limited Director is Xxxxx Xxxxxxxx. 100% of the shares in Kraft No. 3 Pty Ltd are held in Trust for HSLA Unit Trust pursuant to Declaration of Trust. 100% of the units in HSLA Unit Trust are owned by Xxxxx Xxxxxx Regional Pty Limited (Unit Trust) (trustee for Xxxxx Xxxxxx Regional Unit Trust.)
|
|
Provet AG
|
I
|
Switzerland
|
12/14/1993
|
100% Provet Holding XX
|
|
Xxxxxx Holding AG
|
I
|
Switzerland
|
12/28/1973
|
100% owned by Xxxxx Xxxxxx Holding GmbH
|
[**] - Confidential or proprietary information redacted.
6
CONFIDENTIAL
Schedule 5.14
|
Entity
*Denotes confidential relationship
|
I/D
|
Jurisdiction of
Formation
|
Formation
Date
|
Ownership
|
|
PxD Praxis-Discount GmbH, Commercial
Register of Lower Court of Osnabruck
HRB 111162
|
I
|
Germany
|
8/24/2005
|
100% owned by FIRST MED Zweite Verwaltungs GmbH
|
|
[**]
|
[**]
|
[**]
|
[**]
|
[**]
|
|
RHL Holdings Limited
|
I
|
New Zealand
|
90% Corporate Sureties Limited (N2) ATF
MediConsumables Pty Limited, 10% Macro Health Limited
|
|
|
S & S Discount Supply, Inc.
|
D
|
Delaware
|
1/18/1996
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
S-DENT SLOVAKIA, s.r.o.
ID No.: 34 126 678
Commercial Register of the Districk Court in Trencin
|
I
|
Slovakia
|
8/13/1995
|
92.68% owned by S-Dent spol. s.r.o., 7.32% owned by Xxxxx Xxxxxx Austria GmbH
|
|
S-Dent spol. s r.o.
ID No.: 469 77 830
(Limited Liability Company) Commercial Register of the Regional Court in Brno
Section C
Inset 7861
|
I
|
Czech Republic
|
11/10/1992
|
100% owned by Gaudent-Sanitaria s.r.o.
|
|
Shalfoon Bros Limited
Company No.: 107175
|
I
|
New Zealand
|
12/22/1947
|
100% owned by Xxxxx Xxxxxx Regional Limited
|
|
Xxxxxxx Specialty LLC
|
D
|
1/28/1999
|
51% owned by Toy Products Corp. – 49% owned by Xxxxxxx Specialty, Inc.
|
|
|
Sirona Dental Systems B.V.
ID No.: 30070331
|
I
|
Netherlands
|
10/1/1983
|
72.7% owned by Xxxxx Xxxxxx Europe, Inc. (1595 shares) and 27.3% owned by Xxxxx Xxxxxx Dental Holding GmbH (600 shares)
|
|
Soluciones y Equipos Dentales, S.A.
|
I
|
Spain
|
12/13/1999
|
100% owned by Xxxxx Xxxxxx Espana S.A.
|
|
Software of Excellence Asia Pacific Limited
Company No.: 1130136
|
I
|
New Zealand
|
4/9/2001
|
100% owned by Software of Excellence International Limited
|
|
Software of Excellence Australia Limited
Company No.: 1008243
|
I
|
New Zealand
|
12/16/1999
|
100% owned by Software of Excellence International Limited
|
|
Software of Excellence International Limited
Company No.: 496073
|
I
|
New Zealand
|
12/24/1990
|
100% owned by Xxxxx Xxxxxx New Zealand
|
|
Software of Excellence UK Holdings Limited
Company No. 06590221
|
I
|
United Kingdom
|
5/12/2008
|
100% owned Xxxxx Xxxxxx C.V.
|
|
Software of Excellence United Kingdom Limited
Company No.: 02940919
|
I
|
United Kingdom
|
6/21/1994
|
100% owned by Software of Excellence UK Holdings Limited
|
|
Spain Dental Express S.A.
|
I
|
Spain
|
2/25/1997
|
100% owned by Xxxxx Xxxxxx Espana SA
|
|
Tierarztebedarf
Jochen Xxxxxxxx XxxX
XXX 000000
XX Xxxxxxxxx
|
I
|
Germany
|
8/4/2004
|
100% owned by FIRST MED Zweite Verwaltungs GmbH
|
|
Toy Products Corp.
|
D
|
Delaware
|
1/21/1999
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
Universal Footcare Holdings Corp.
|
D
|
Delaware
|
4/19/1994
|
100% owned by Xxxxx Xxxxxx, Inc.
|
|
Universal Footcare Products, Inc.
|
D
|
Delaware
|
4/19/1994
|
100% owned Universal Footcare Holdings Corp.
|
|
Veterinary Solutions Limited
Company No.: 04207571
|
I
|
Scotland (United Kingdom)
|
4/27/2001
|
100% owned by Software of Excellence United Kingdom Limited
|
|
Xxxxxxx Acquisition Company (to be renamed WA Xxxxxx Company)
|
D
|
Delaware
|
11/19/2009
|
*70.5074% owned by Xxxxx Xxxxxx, Inc.
*29.4926% owned by Oak Hill Capital Partners II, L.P.
*Approximate ownership; actual amounts to be determined at closing.
|
[**] - Confidential or proprietary information redacted.
7
CONFIDENTIAL
Schedule 5.14
|
Entity
*Denotes confidential relationship
|
I/D
|
Jurisdiction of
Formation
|
Formation
Date
|
Ownership
|
|
W. & X. Xxxxxx Limited
Company No. SC011600
|
I
|
Scotland (United Kingdom)
|
1/27/1921
|
100% owned by Xxxxx Xxxxxx UK Holdings Limited
|
|
Xxxxx Xxxxxx New Zealand Holding Co.
|
D
|
Delaware
|
5/25/2007
|
100% owned by Xxxxx Xxxxxx Latin America Pacific Rim Inc.
|
|
MediQuick Arzt- und, Krankenhausbedarfshandel GmbH
HRB 110796
AG Osnabrueck
|
I
|
Germany
|
8/22/2001
|
100% owned by FIRST MED Zweite Verwaltungs GmbH
|
| b) | ||||
|
D4D Technologies, LLC
|
D
|
Delaware
|
6/12/2006
|
15.33 % owned by Xxxxx Xxxxxx, Inc., 24% owned by 3M, 24% owned by Ivoclar, 36.67% owned by D4D founders
|
| [**] |
[**]
|
[**]
|
[**]
|
[**]
|
|
DES Dental Events GmbH
|
I
|
Germany
|
3/22/1999
|
33.3% owned by Xxxxx Xxxxxx Dental Depot GmbH
|
|
Hippocampe Bressuire
|
I
|
France
|
10/23/1978
|
96.99% held by Hippocampe Caen, 3.01% held by minorities
|
|
Hippocampe Caen
|
I
|
France
|
6/4/1987
|
Hippocampe EVI 68.59%, 173 other shareholders 31.41%
|
|
Hippocampe EVI
|
I
|
France
|
6/14/1995
|
Outstanding shares: Xxxxx Xxxxxx France Services SARL:
40.8%, MegaIndustries SARL: 40.8%; Hippocampe Xxxxxx: 9.76%;
(non-voting), Hippocampe Bressuire: 8.61% non-voting).
Voting shares: Xxxxx Xxxxxx France Services SARL: 50%,
Mega Industrie: 50%
|
|
Hippocampe Xxxxxx
|
I
|
France
|
4/21/1995
|
95% held by Hippocampe Caen, 4.5% held by Medicavet
|
|
Quality Clinical Reagents Limited
Company No.: 03942554
|
I
|
United Kingdom
(England, Wales)
|
8/3/2000
|
25% owned by Veterinary Solutions Limited, 70% owned by Xxxxxxx Xxxxxxx Xxxxxx and 5% owned by Xxxx Xxxxxx Xxxxxxx
|
|
Trio Diagnostics Limited
Company No.: 01997360
|
I
|
United Kingdom
(England, Wales)
|
3/7/1986
|
100% owned by Quality Clinical Reagents Limited
|
[**] - Confidential or proprietary information redacted.
8
