Ownership and debt under TPG, 2018–2024

analysisExactech's bankruptcy filings name Osteon Intermediate Holdings II, Inc. as its only shareholder and as 'Holdings' under the first-lien credit agreement of 14 February 2018, under which Goldman Sachs Bank USA was agent until GLAS Trust Company replaced it in October 2024 and XpandOrtho, Inc. was a guarantor. The Settlement Trust's complaint describes the chain above it: Osteon II was owned by Osteon Intermediate Holdings I, Inc. and that company by Osteon Holdings, Inc., which it says was 88% owned by TPG VII Osteon Holdings, L.P. (the 'Sponsor'), itself 95% owned and funded by TPG Partners VII, L.P.; under the Osteon Holdings shareholders' agreement the Sponsor set the size of the board, on which Exactech had one representative. ^{1 2 3}

qualification

These are allegations in the Settlement Trust's complaint, which was pending in the Delaware Court of Chancery in October 2026; no court has ruled on them. The 88% and 95% figures appear only in the complaint; the shareholders agreement and partnership records are not public.

analysisThe complaint describes TPG, Inc. as the Nasdaq-listed Delaware corporation at 301 Commerce Street, Fort Worth, formerly TPG Partners, LLC and known as TPG Capital L.P. before it went public; the 2018 merger documents name the sponsor as TPG Capital, L.P. at the same address. ¹

qualification

The name history is the complaint's description; this dossier treats references to TPG Capital, L.P. in the 2017–2022 records as the same TPG firm and keeps its separately named funds and vehicles as distinct participants.

analysisThe 2018 first-lien agreement provided a $50 million revolving facility and a $235 million term loan, increased by $35 million in 2019. In September 2023 the Sponsor became agent and sole lender of 'sidecar' term loans to support liquidity during settlement talks with product-liability plaintiffs, and it agreed to lend more in April 2024. At the 29 October 2024 petition the debtors owed about $352 million, including $28.5 million of sidecar loans, and the chief restructuring officer said the recalls had cost about $20 million in a year and prevented a refinancing. ¹

analysisThe trust alleges that a TPG manager was paid an annual fee of $1 million under a Management Services Agreement and that Exactech paid TPG $5,909,935 for deal expenses in February 2018, which it seeks to recover as a fraudulent transfer; it cites recall liabilities rising to $135.8 million by the end of 2023 and a $138 million goodwill impairment in 2022. It also alleges that TPG explored an earlier exit through a sale or a stock-market listing, including a confidential draft registration statement of April 2021 that omitted the Alabama whistle-blower case, and that neither happened because of the recalls and the loss of a major customer. ¹

qualification

These are allegations in the Settlement Trust's complaint, which was pending in the Delaware Court of Chancery in October 2026; no court has ruled on them. The financial figures are the complaint's account of Exactech's private accounts, which are not public. These are allegations in the Settlement Trust's complaint, which was pending in the Delaware Court of Chancery in October 2026; no court has ruled on them. The confidential draft registration statement is not public and was not retrieved.