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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/09/23 biote Corp. S-4 104:12M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-4 Registration Statement - Securities for a Merger HTML 2.78M
2: EX-5.1 Opinion of Counsel re: Legality HTML 33K
3: EX-8.1 Opinion of Counsel re: Tax Matters HTML 35K
4: EX-10.23 Material Contract HTML 42K
5: EX-23.1 Consent of Expert or Counsel HTML 27K
10: EX-FILING FEES Filing Fees HTML 45K
6: EX-99.1 Miscellaneous Exhibit HTML 102K
7: EX-99.2 Miscellaneous Exhibit HTML 41K
8: EX-99.3 Miscellaneous Exhibit HTML 40K
9: EX-99.4 Miscellaneous Exhibit HTML 47K
16: R1 Cover HTML 63K
17: R2 Consolidated Balance Sheets HTML 156K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 66K
19: R4 Consolidated Statements of Income and HTML 137K
Comprehensive Income
20: R5 Consolidated Statements of Stockholders' Equity HTML 97K
(Deficit)
21: R6 Consolidated Statements of Cash Flows HTML 142K
22: R7 Description of Business and Basis of Presentation HTML 38K
23: R8 Summary of Significant Accounting Policies HTML 127K
24: R9 Business Combination HTML 52K
25: R10 Revenue Recognition HTML 107K
26: R11 Inventory, Net HTML 42K
27: R12 Property and Equipment, Net HTML 45K
28: R13 Capitalized Software, Net HTML 38K
29: R14 Accrued Expenses HTML 39K
30: R15 Long-Term Debt HTML 55K
31: R16 Warrant Liability HTML 52K
32: R17 Earnout Liability HTML 35K
33: R18 Fair Value Measurements HTML 76K
34: R19 Noncontrolling Interest HTML 34K
35: R20 Share-Based Compensation HTML 59K
36: R21 Leases HTML 60K
37: R22 Income Taxes HTML 76K
38: R23 Net Loss Per Common Share HTML 48K
39: R24 Commitments and Contingencies HTML 43K
40: R25 Related-Party Transactions HTML 38K
41: R26 Subsequent Events HTML 32K
42: R27 Summary of Significant Accounting Policies HTML 190K
(Policies)
43: R28 Summary of Significant Accounting Policies HTML 80K
(Tables)
44: R29 Revenue Recognition (Tables) HTML 106K
45: R30 Inventory, Net (Tables) HTML 43K
46: R31 Property and Equipment, Net (Tables) HTML 43K
47: R32 Capitalized Software, Net (Tables) HTML 36K
48: R33 Accrued Expenses (Tables) HTML 39K
49: R34 Long-Term Debt (Tables) HTML 45K
50: R35 Fair Value Measurements (Tables) HTML 73K
51: R36 Share-Based Compensation (Tables) HTML 55K
52: R37 Leases (Tables) HTML 62K
53: R38 Income Taxes (Tables) HTML 76K
54: R39 Net Loss Per Common Share (Tables) HTML 47K
55: R40 Summary of Significant Accounting Policies - HTML 151K
Additional Information (Details)
56: R41 Summary of Significant Accounting Policies - HTML 36K
Summary of Rollforward of the Allowance for
Doubtful Accounts (Details)
57: R42 Summary of Significant Accounting Policies - HTML 38K
Summary of Total Other Current Assets (Details)
58: R43 Summary of Significant Accounting Policies - HTML 50K
Summary of Estimated Useful Lives of Property and
Equipment (Details)
59: R44 Summary of Significant Accounting Policies - HTML 42K
Summary of Members' Equity Units Issued and
Outstanding (Details)
60: R45 Summary of Significant Accounting Policies - HTML 41K
Summary of Common Stock Issued and Outstanding
(Details)
61: R46 Business Combination - Additional Information HTML 83K
(Details)
62: R47 Revenue Recognition - Schedule of Revenues HTML 51K
Recognized for Each Revenue Stream (Details)
63: R48 Revenue Recognition - Schedule of Revenues HTML 45K
Recognized by Geographic Region (Details)
64: R49 Revenue Recognition - Summary of Significant HTML 43K
Changes in Contract Liability Balances (Details)
65: R50 Revenue Recognition - Summary of Consideration HTML 44K
Allocated to Performance Obligations (Details)
66: R51 Revenue Recognition - Additional Information HTML 30K
(Details)
67: R52 Inventory, Net - Schedule of Inventory, Net HTML 41K
(Details)
68: R53 Property and Equipment, Net - Schedule of Property HTML 52K
and Equipment, Net (Details)
69: R54 Property and Equipment, Net - Additional HTML 31K
Information (Details)
70: R55 Capitalized Software, Net - Summary of Capitalized HTML 36K
Software, Net (Details)
71: R56 Capitalized Software, Net - Additional Information HTML 31K
(Details)
72: R57 Accrued Expenses - Schedule of Accrued Expenses HTML 43K
(Details)
73: R58 Long-Term Debt - Additional Information (Details) HTML 110K
74: R59 Long-Term Debt - Schedule of Outstanding Debt HTML 40K
(Details)
75: R60 Long-Term Debt - Schedule of Future Maturities of HTML 47K
Long-term Debt (Details)
76: R61 Warrant Liability - Additional Information HTML 93K
(Details)
77: R62 Earnout Liability - Additional Information HTML 49K
(Details)
78: R63 Fair Value Measurements - Schedule of Fair Value HTML 43K
Hierarchy for Financial Assets and Liabilities
(Details)
79: R64 Fair Value Measurements - Summary of Significant HTML 47K
Inputs to Monte Carlo Simulation for Fair Value of
Private Placement Warrants (Details)
80: R65 Fair Value Measurements - Summary of Significant HTML 44K
Inputs to Monte Carlo Simulation for Fair Value of
Earnout Liability (Details)
81: R66 Fair Value Measurements - Summary of Changes in HTML 39K
the Fair Value of Company's Level 3 Financial
Instruments (Details)
82: R67 Noncontrolling Interest - Additional Information HTML 45K
(Details)
83: R68 Share-Based Compensation - Additional Information HTML 65K
(Details)
84: R69 Share-Based Compensation - Summary of Restricted HTML 53K
Stock Unit Activity (Details)
85: R70 Share-Based Compensation - Summary of Stock Option HTML 54K
Activity (Details)
86: R71 Share-Based Compensation - Summary of HTML 40K
Weighted-Average Assumptions used to Estimate Fair
Value of Stock Options Granted (Details)
87: R72 Leases - Additional Information (Details) HTML 34K
88: R73 Leases - Summary of Operating Lease Costs HTML 40K
Recognized under ASC 842 and Supplemental Cash
Flow Information for Leases (Details)
89: R74 Leases - Summary Balance Sheet Classification of HTML 45K
Operating Leases and Weighted Average Remaining
Lease Term and Discount Rate (Details)
90: R75 Leases - Summary of Payments by Date for Operating HTML 48K
Lease (Details)
91: R76 Income Taxes - Additional Information (Details) HTML 39K
92: R77 Income Taxes - Schedule of Income (Loss) Before HTML 39K
Provision for Income Taxes (Details)
93: R78 Income Taxes - Schedule of Income Tax Provision HTML 55K
(Details)
94: R79 Income Taxes - Schedule of Reconciliation of the HTML 44K
Federal Income Tax Rate to the Company Effective
Tax Rate (Details)
95: R80 Income Taxes - Deferred Tax Assets and Liabilities HTML 41K
(Details)
96: R81 Net Loss Per Common Share - Schedule of HTML 59K
Computation of Net Loss Per Common Share (Details)
97: R82 Net Loss Per Common Share - Schedule of HTML 47K
Computation of Diluted Weighted Average Shares
Outstanding (Details)
98: R83 Commitments and Contingencies - Additional HTML 39K
Information (Details)
99: R84 Related-Party Transactions - Additional HTML 65K
Information (Details)
102: XML IDEA XML File -- Filing Summary XML 187K
100: XML XBRL Instance -- d451981ds4_htm XML 1.94M
101: EXCEL IDEA Workbook of Financial Reports XLSX 179K
12: EX-101.CAL XBRL Calculations -- btmd-20221231_cal XML 236K
13: EX-101.DEF XBRL Definitions -- btmd-20221231_def XML 883K
14: EX-101.LAB XBRL Labels -- btmd-20221231_lab XML 1.50M
15: EX-101.PRE XBRL Presentations -- btmd-20221231_pre XML 1.19M
11: EX-101.SCH XBRL Schema -- btmd-20221231 XSD 240K
103: JSON XBRL Instance as JSON Data -- MetaLinks 583± 877K
104: ZIP XBRL Zipped Folder -- 0001193125-23-139543-xbrl Zip 625K
| EX-8.1 |
Exhibit 8.1
biote Corp.
1875 W. Walnut Hill Ln #100
Ladies and Gentlemen:
We have acted as counsel to biote Corp., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission and a related prospectus/offer to exchange included in the Registration Statement (the “Prospectus”). The Registration Statement and Prospectus relate to (i) the offer (the “Exchange Offer”) to the holders of the Company’s outstanding warrants identified in the Registration Statement (the “Warrants”) to exchange each Warrant for 0.23 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) as described in the Registration Statement and (ii) the solicitation of consents from the holders of the Warrants to amend the Warrant Agreement, dated as of March 1, 2021, by and between Haymaker Acquisition Corp. III and Continental Stock Transfer & Trust Company, to permit the Company to require that each Warrant that is outstanding upon the closing of the Exchange Offer be converted into 0.207 shares of Common Stock.
In connection with the preparation of this opinion, we have examined and with your consent relied upon (without any independent investigation or review thereof) the Registration Statement (including all exhibits and schedules thereto) and such other instruments and documents related to the formation, organization and operation of the Company and its subsidiaries or to the consummation of the Exchange Offer and the transactions contemplated thereby as we have deemed necessary or appropriate.
Assumptions and Representations
In connection with rendering this opinion, we have assumed or obtained representations (and, with your consent, are relying thereon, without any independent investigation or review thereof, although we are not aware of any material facts or circumstances contrary to or inconsistent therewith) that:
1. All information contained in each of the documents we have examined and relied upon in connection with the preparation of this opinion is accurate and completely describes all material facts relevant to our opinion, all copies are accurate and all signatures are genuine. We have also assumed that there has been due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof.
2. All representations, warranties, and statements made or agreed to by the Company and by its management, employees, officers, directors, and stockholders in connection with the Exchange Offer, including, but not limited to, those set forth in the Registration Statement are, or will be, true, complete and accurate at all relevant times.
3. The Exchange Offer will be consummated as described in the Registration Statement.
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: +1 650 843 5000 f: +1 650 849 7400 cooley.com
| biote Corp. Page Two |
Opinion – U.S. Federal Income Tax Consequences
Based upon and subject to the foregoing and consideration of applicable law, we are of the opinion that, subject to the assumptions and limitations set forth therein, the discussion in the Prospectus under the caption “The Offer and Consent Solicitation—Material U.S. Federal Income Tax Consequences” accurately summarizes the matters described therein in all material respects. The foregoing opinion is based upon the U.S. Internal Revenue Code of 1986, as amended, Treasury Regulations (including proposed Treasury Regulations and temporary Treasury Regulations) promulgated thereunder, rulings, official pronouncements and judicial decisions, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect. Our opinion is not binding on the U.S. Internal Revenue Service or any court and there is no assurance or guarantee that the U.S. Internal Revenue Service or a court will agree with our conclusions.
We express no opinion as to any tax laws other than the federal income tax laws of the United States and do not undertake to advise you as to any changes in such federal tax laws after the date hereof that may affect our opinion. We caution that to the extent any of the representations, warranties, covenants and assumptions material to our opinion and upon which we have relied are not complete, are inaccurate or are not complied with in all material respects, our opinion as set forth above could be adversely affected. Further, this opinion is solely for your benefit and shall not inure to the benefit of any other person, including without limitation any successor or assign of yours, whether by operation of law or otherwise, and is not to be used or relied upon for any other purpose except in connection with the Exchange Offer without our express written permission. Notwithstanding the aforesaid, you may release a copy of this opinion (a) to the extent required by any applicable law or regulation; (b) to any regulatory authority having jurisdiction over you; (c) in connection with any actual or potential dispute or claim to which you are a party relating to the Exchange Offer; (d) to any rating agency, in its capacity as provider of a rating in respect of the Company or any securities issued by it; or (e) to your auditors, professional advisors, employees, officers and any of your affiliates, in each case of clauses (a) through (e) above, for the purposes of information only on the strict understanding that we assume no duty or liability whatsoever to any such recipient enumerated in clauses (a) through (e) as a result thereof or otherwise.
This opinion has been provided for your use in connection with the Registration Statement. We hereby consent to the use of our name in “The Offer and Consent Solicitation—Material U.S. Federal Income Tax Consequences” section of the Registration Statement and the use of the opinion letter as an exhibit to the Registration Statement. In giving the consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
| Sincerely,
/s/ Cooley LLP
|
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: +1 650 843 5000 f: +1 650 849 7400 cooley.com
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/9/23 | 8-K, SC TO-I | ||
| 3/1/21 | 3, 8-K, CERT, EFFECT | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/23/23 biote Corp. S-4/A 97:12M Donnelley … Solutions/FA 5/16/23 biote Corp. S-4/A 101:15M Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/29/23 biote Corp. 10-K 12/31/22 103:16M Donnelley … Solutions/FA 2/22/23 biote Corp. 8-K:5,9 2/15/23 12:380K Donnelley … Solutions/FA 11/14/22 biote Corp. 10-Q 9/30/22 95:14M Donnelley … Solutions/FA 8/03/22 biote Corp. S-8 8/03/22 9:369K Donnelley … Solutions/FA 7/28/22 biote Corp. 8-K:1,3,9 7/27/22 12:401K Donnelley … Solutions/FA 7/19/22 biote Corp. 8-K:1,9 7/19/22 12:379K Donnelley … Solutions/FA 6/17/22 biote Corp. S-1 9:3M Donnelley … Solutions/FA 6/02/22 biote Corp. 8-K:1,2,3,4 5/26/22 28:4M Donnelley … Solutions/FA 12/14/21 biote Corp. 8-K/A:9 12/13/21 13:1M Donnelley … Solutions/FA 3/05/21 biote Corp. 8-K:1,3,5,8 3/01/21 11:711K Donnelley … Solutions/FA |