Ownership, board and management under TPG, 2018–2024

analysisExactech's Chapter 11 filings state that Osteon Intermediate Holdings II, Inc. held 100% of Exactech's shares and list it and XpandOrtho, Inc. as Delaware corporations. The Settlement Trust's complaint describes the rest of the chain: Osteon Intermediate Holdings II was owned by Osteon Intermediate Holdings I, Inc., itself owned by Osteon Holdings, Inc., and the trust calls these three shell companies created by or at the direction of TPG; XpandOrtho is described as a wholly owned subsidiary of Exactech. According to the complaint, TPG Partners VII, L.P., a fund of TPG, Inc., held 95% of and funded the sponsor, TPG VII Osteon Holdings, L.P., which owned a substantial majority of Osteon Holdings from 2018 through 2024, and under the Osteon Holdings shareholders' agreement of February 14, 2018 the sponsor, as "Majority Lead Investor", fixed the number of directors, so that TPG could dictate a majority of the Osteon Holdings and Exactech boards, which the trust says were indistinguishable until just before the bankruptcy. These are allegations in the Settlement Trust’s pending complaint and have not been adjudicated. ^{1 2}

analysisA UK register confirms the switch at one subsidiary: Companies House records Exactech Inc. as the person with significant control of Exactech's English subsidiary from April 6, 2016 to December 21, 2018, and Osteon Holdings Inc. (Delaware number 6581810) from December 21, 2018 to October 31, 2025, each with 75% or more of the shares and votes. The trust says TPG, Inc. was formerly known as TPG Capital, LP and TPG Partners, LLC and took its present form in or around December 2021, and that TPG explored an early exit through a sale or an IPO, both of which failed; it quotes a draft S-1, confidentially filed on or about April 30, 2021, describing the company as controlled by investment funds affiliated with TPG and says the draft did not mention the Alabama qui tam case or the loss of the Hospital for Special Surgery knee business. These are allegations in the Settlement Trust’s pending complaint and have not been adjudicated. ^{3 2}

analysisExactech's 2019 annual report to the Florida registry lists William Petty, Jeffrey Binder, Kendall Garrison, John Schilling, Todd Sisitsky and David Petty as directors. A written consent of November 8, 2023, quoted in the complaint, records a ten-member board: Darin Johnson, David Petty, Jeff Binder, Todd Sisitsky, John Schilling, Kendall Garrison, Diana Nole, Gwen Bingham, Karen Golz and M. Elizabeth Abrams. Golz is described in another company's 2023 proxy as a board and audit committee member of "Osteon Holdings/Exactech, a privately held company". ^{1 2 3}

analysisThe trust alleges that from February 2018 to November 2023 both boards had the same members: Binder, Sisitsky, Schilling and Garrison as TPG affiliates, David Petty, and William Petty, replaced by Darin Johnson in 2020; that Golz, Bingham and Nole joined in January 2021 as directors described as independent; and that Abrams, in November 2023, was the first Exactech director not also on the Osteon Holdings board. It describes Sisitsky as President and Co-Managing Partner of TPG Capital and Managing Partner of TPG Partners VII, and says that TPG employee Michael Tepatti attended at least 28 board or committee meetings and that Tepatti, Bennett Yasskin and John Lin revised board agendas and draft minutes. The trust also says that the 2018 Form D of Osteon Holdings listed 11 of its 13 directors and executive officers as TPG employees or affiliates, and that TPG appointed senior TPG managers, among them Michael LaGatta and Adam Fliss, as its executive officers. These are allegations in the Settlement Trust’s pending complaint and have not been adjudicated. In September 2026 TPG reported that Sisitsky had stepped down as its president and from its board. ^{2 4}

analysisAccording to the complaint, William Petty was chief executive from 1985 to 2014 and then executive chairman, and after the acquisition co-executive chairman with Binder until he retired from day-to-day management on or about January 6, 2020; David Petty, the first employee in 1988, was president from 2007 and chief executive from 2014 until January 2020, when he became vice chairman of both boards. Darin Johnson became president and chief executive in January 2020; Binder replaced him as chief executive in March 2022 while Johnson stayed president, and Johnson later returned as chief executive. The trust alleges that TPG installed four of its partners or senior advisers on the six-person board and its own people or advisers as chief executive (Binder), chief financial officer (Kerem Bolukbasi, from August 2020, after work as a TPG consultant and field operations advisor) and vice president of business development (Daniel Hann). These are allegations in the Settlement Trust’s pending complaint and have not been adjudicated. TPG and its affiliates have said in legal filings that Exactech and TPG maintained clearly separate businesses. ^{1 2}

analysisThe registries give the officers of record. The amended 2024 annual report shows a smaller board, with Binder as chairman and David Petty, Timothy Pohl and Elizabeth Abrams as directors, and lists Johnson as chief executive and president, Tony Collins as chief financial officer, Donna Edwards as secretary and Jessica Livingston as assistant secretary. Exactech U.S., Inc.'s last Florida report, of February 7, 2023, lists Johnson as president, Edwards as secretary, Collins as chief financial officer and Stuart Kleopfer and Bruce Thompson as directors; its West Virginia record, last updated in 2022, gives Bolukbasi as treasurer. ^{3 4 5}

analysisAn SEC filing of Biomet's parent describes Jeffrey R. Binder as Biomet's president and chief executive from February 2007, after senior posts at Abbott Laboratories (president of Abbott Spine from 2003, then head of diagnostic operations until 2007) and as president of Spinal Concepts from 2000 to 2003. The complaint adds that Biomet and Immucor, where he became chairman in 2015, were former TPG portfolio companies, that he was a TPG Senior Advisor under an agreement of June 29, 2015, amended on March 6, 2018, reporting to Sisitsky, Jeff Rhodes and Schilling, that he led TPG's acquisition effort, and that from February 2018 to about September 2023 he was co-executive chairman or executive chairman of Exactech and Osteon Holdings. These are allegations in the Settlement Trust’s pending complaint and have not been adjudicated. A newspaper reported in May 2025 that Binder chaired Exactech from 2018 to 2024, was its chief executive from 2022 to 2023 and had consulted for TPG since 2015; Binder told the newspaper that Exactech's own investigation of complaints led it in 2021 to discover a packaging non-conformity undetected since 2008, which it reported to FDA before launching a recall. ^{1 2 3}

analysisThe complaint states that on February 14, 2018 Exactech, Osteon Holdings and the two Osteon intermediate companies entered a management services agreement with TPG VII Management, LLC for an annual fee of $1 million paid quarterly, and that on February 22, 2018 TPG invoiced Exactech $5,909,935.00 for "2/14/18 Project Osteon Out of Pocket Expenses", which Exactech paid. These are allegations in the Settlement Trust’s pending complaint and have not been adjudicated. ¹