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