Biote (NASDAQ: BTMD), the hormone-optimization medical practice builder that combined with Haymaker III in May 2022, announced this afternoon that it has launched an offer to exchange all outstanding warrants for 0.23 Class A shares each.
The exchange offer and consent solicitation intends to eliminate a total of 13,503,132 warrants, consisting of 8,397,624 outstanding public warrants and 5,106,508 private placement warrants. Pursuant to the offer, Biote is offering up to an aggregate of 3,105,950 shares of its Class A Common Stock in exchange for the warrants.
Concurrently with the offer, the company is also soliciting consent to amend the warrant agreement to permit Biote to require that each warrant that is outstanding upon closing to be converted into 0.207 shares of Class A Common Stock, which is a ratio 10% less than the exchange ratio applicable to the offer.
As part of the warrant agreement, all except certain specified modifications or amendments require the vote or written consent of at least 50% of the warrant holders and at least 50% of the private placement warrants.
Parties representing approximately 19.4% of the public warrants and approximately 59.3% of the private placement warrants have already agreed to tender their warrants in the offer and to consent to the amendment in the consent solicitation.
Biote hopes to simplify its capital structure and reduce the potential dilutive impact of the warrants through this offer. Holders have until midnight ET June 7 to accept the offer, but this deadline may be extended.
Haymaker III initially announced its $737 million deal with Biote in December 2021 and shareholders approved the combination in May 2022. Irving, Texas-based Biote is a high-growth, differentiated medical practice-building business with a bioidentical hormone replacement optimization platform and complementary nutraceutical business. The company delivers an end-to-end platform that provides practitioners with medical education, training and certification, practice management software, and digital and point-of-care marketing support.
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