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.
K&F Growth Acquisition Corp. II (NASDAQ:KFIIU) announced the pricing of its $250 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “KFIIU”, Wednesday, February 5, 2025. The new SPAC intends to combine with a target company in the experiential entertainment industry underpinned by strong secular growth, a skilled...
Rithm Acquisition Corp. (NYSE:RAC.U) has filed for a $200 million SPAC with a loaded room of underwriters to hunt down a target in financial services or real estate. The Rithm team has driven aggressive terms for the sponsor’s first SPAC with the help of a deep-pocketed backer and the trio of Citigroup, BTIG and USB...
At the SPAC of Dawn With the North American tariff threats set aside for now, there’s still plenty of momentum for the sorts of investments that might be able to dodge such trade disputes, or become more valuable should trade barriers arise. Among the clearest examples of these are producers of critical materials like rare...
In January 2025, SPAC teams continued extending beyond their third round, with one SPAC notably reaching its seventh extension vote as they searched for suitable deals. The month saw five announcements, marking the highest level in recent months, while only four SPACs held completion votes. Extension Votes In January, 14 extension votes were scheduled, representing...
At the SPAC of Dawn February is set to start with the jolt of a new potential trade war in North America. While some observers had expected tough trade action on China, the incoming administration’s decision to begin with 25% tariffs on the US’ biggest trading partners and neighbors, Mexico and Canada, and tariffs of...