0000919574-23-001759.txt : 20230217
0000919574-23-001759.hdr.sgml : 20230217
20230217123725
ACCESSION NUMBER: 0000919574-23-001759
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230109
FILED AS OF DATE: 20230217
DATE AS OF CHANGE: 20230217
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Roystone Capital Management LP
CENTRAL INDEX KEY: 0001582271
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1213
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40128
FILM NUMBER: 23641335
BUSINESS ADDRESS:
STREET 1: 780 THIRD AVENUE, 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-326-6010
MAIL ADDRESS:
STREET 1: 780 THIRD AVENUE, 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Barrera Richard R
CENTRAL INDEX KEY: 0001773204
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40128
FILM NUMBER: 23641332
MAIL ADDRESS:
STREET 1: 767 THIRD AVENUE
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Roystone Capital Holdings LLC
CENTRAL INDEX KEY: 0001966081
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40128
FILM NUMBER: 23641334
BUSINESS ADDRESS:
STREET 1: 767 THIRD AVENUE
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-326-6030
MAIL ADDRESS:
STREET 1: 767 THIRD AVENUE
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Guines LLC
CENTRAL INDEX KEY: 0001966012
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40128
FILM NUMBER: 23641333
BUSINESS ADDRESS:
STREET 1: 767 THIRD AVENUE
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-326-6030
MAIL ADDRESS:
STREET 1: 767 THIRD AVENUE
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: biote Corp.
CENTRAL INDEX KEY: 0001819253
STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833]
IRS NUMBER: 851791125
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1875 W. WALNUT HILL LN #100
CITY: IRVING
STATE: TX
ZIP: 75038
BUSINESS PHONE: 972-486-9346
MAIL ADDRESS:
STREET 1: 1875 W. WALNUT HILL LN #100
CITY: IRVING
STATE: TX
ZIP: 75038
FORMER COMPANY:
FORMER CONFORMED NAME: Haymaker Acquisition Corp. III
DATE OF NAME CHANGE: 20200727
3
1
ownership.xml
X0206
3
2023-01-09
0
0001819253
biote Corp.
BTMD
0001582271
Roystone Capital Management LP
767 THIRD AVENUE, 29TH FLOOR
NEW YORK
NY
10017
0
0
1
0
0001966081
Roystone Capital Holdings LLC
767 THIRD AVENUE
29TH FLOOR
NEW YORK
NY
10017
0
0
1
0
0001966012
Guines LLC
767 THIRD AVENUE
29TH FLOOR
NEW YORK
NY
10017
0
0
1
0
0001773204
Barrera Richard R
767 THIRD AVENUE
29TH FLOOR
NEW YORK
NY
10017
0
0
1
0
Class A common stock, par value $0.0001 per share
2596566
I
See Footnote
Sponsor Earnout Shares
117330
I
See Footnote
Warrant
11.5
2022-06-25
2027-05-26
Class A common stock, par value $0.0001 per share
432055
I
See Footnote
The reported securities and warrants are owned directly by Guines LLC ("Guines") and may be deemed to be indirectly beneficially owned by (i) Roystone Capital Management LP ("Roystone"), the investment adviser to Guines (ii) Roystone Capital Holdings LLC ("Holdings"), the general partner of Roystone and (iii) Richard Barrera, the managing member of Holdings. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The Sponsor Earnout Shares are shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") that are subject to certain triggering events. One third of the Sponsor Earnout Shares will vest upon the occurrence of each of the following events: (i) the first time, prior to May 26, 2027 (the "Earnout Deadline"), the VWAP equals or exceeds $12.50 per share for 20 consecutive trading days of any 30 consecutive trading day period following the Closing, (ii) the first time, prior to the Earnout Deadline, the VWAP equals or exceeds $15.00 per share for 20 trading days of any 30 consecutive trading day period following the Closing, and (iii) the first time, prior to the Earnout Deadline, the VWAP equals or exceeds $17.50 per share for 20 trading days of any 30 consecutive trading day period following the Closing.
(Continued from Footnote 2) If a definitive agreement with respect to a Change of Control is entered into on or prior to the Earnout Deadline, then effective as of immediately prior to closing of such Change of Control, unless previously vested pursuant to clauses (i) through (iii) of the preceding sentence, the Sponsor Earnout Shares will vest. The foregoing description of the Sponsor Earnout Shares does not purport to be complete and is subject to and qualified in its entirety by reference to the Issuer's 424B4 filed on January 6, 2023, which is incorporated by reference.
The reported warrants are each exercisable for one share of Class A Common Stock. The foregoing description of the warrants does not purport to be complete and is subject to and qualified in its entirety by reference to the Private Placement Warrants Purchase Agreement, dated March 1, 2021, incorporated as Exhibit 10.5 to the Issuer's 8-K filed on March 5, 2021, which is incorporated by reference.
Roystone Capital Management LP By: Roystone Capital Holdings LLC, its general partner By: /s/ Laura Roche
2023-02-17
Roystone Capital Holdings LLC, By: /s/ Richard Barrera, Managing Member
2023-02-17
Guines LLC, By: /s/ Richard Barrera, Managing Member
2023-02-17
By: /s/ Richard Barrera
2023-02-17