Hagerty, Inc. Files 8-K on Material Agreements and Shareholder Votes

TL;DR

Hagerty filed an 8-K detailing new agreements, shareholder votes, and financial updates.

AI Summary

Hagerty, Inc. filed an 8-K on July 5, 2024, reporting on several key events that occurred on July 3, 2024. These include entering into a material definitive agreement, modifications to security holder rights, and the submission of matters to a vote of security holders. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by Hagerty, Inc., potentially impacting its business operations, financial structure, and shareholder rights.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and modifications to security holder rights, which can introduce new risks or alter existing ones for the company and its investors.

Key Players & Entities

• Hagerty, Inc. (company) — Registrant
• Aldel Financial Inc. (company) — Former Company Name
• 0001628280-24-031296 (other) — Accession Number
• July 3, 2024 (date) — Date of Earliest Event Reported
• July 5, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share HGTY The New York Stock Excha
• $11.50 — mon stock, each at an exercise price of $11.50 per share HGTY.WS The New York Stock Ex

Filing Documents

• hgty-20240703.htm (8-K) — 46KB
• exhibit101-8xkresults.htm (EX-10.1) — 23KB
• exhibit102-8xkresults.htm (EX-10.2) — 23KB
• exhibit991-8xkresults.htm (EX-99.1) — 15KB
• 0001628280-24-031296.txt ( ) — 298KB
• hgty-20240703.xsd (EX-101.SCH) — 3KB
• hgty-20240703_def.xml (EX-101.DEF) — 17KB
• hgty-20240703_lab.xml (EX-101.LAB) — 30KB
• hgty-20240703_pre.xml (EX-101.PRE) — 17KB
• hgty-20240703_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on June 3, 2024, Hagerty, Inc., a Delaware corporation (the " Company "), commenced an exchange offer (the " Offer ") and consent solicitation (the " Consent Solicitation ") relating to its (i) public warrants (the " Public Warrants "), (ii) private placement warrants (the " Private Warrants "), (iii) underwriter warrants (the " Underwriter Warrants "), (iv) OTM warrants (the " OTM Warrants " and together with the Private Warrants and the Underwriter Warrants, the " Private Placement Warrants ") and (v) PIPE warrants (the " PIPE Warrants " and, together with the Public Warrants and the Private Placement Warrants, the " Warrants ") to purchase shares of Class A Common Stock of the Company, par value $0.0001 per share (the " Class A Common Stock "). The Company offered to all holders of the Warrants the opportunity to receive 0.20 shares of Class A Common Stock in exchange for each outstanding Warrant tendered by the holder and exchanged pursuant to the Offer. Concurrently with the Offer, the Company solicited consents from holders of the Warrants to amend (a) that certain warrant agreement governing the Public Warrants and the Private Placement Warrants dated as of April 8, 2021, by and between the Company (as successor to Aldel Financial Inc. (" Aldel ")) and Continental Stock Transfer & Trust Company (" CST "), as warrant agent (the " IPO Warrant Amendment ") and (b) that certain warrant agreement governing the PIPE Warrants dated as of December 2, 2021, by and between the Company (as successor to Aldel) and CST (the " Business Combination Warrant Amendment " and together with the IPO Warrant Amendment, the " Warrant Amendments ") to permit the Company to require that each Warrant that is outstanding upon the closing of the Offer be exchanged for 0.18 shares of Class A Common Stock, which is a ratio 10% less than the exchange ratio applicable to the Offer (the " Post-Offer Exchange ").

03 Material Modifications to Rights of Security Holders

Item 3.03 Material Modifications to Rights of Security Holders.

01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03

Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

07 Submission of Matters to a Vote of Securityholders

Item 5.07 Submission of Matters to a Vote of Securityholders.

01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07

Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.

01 Other Events

Item 8.01 Other Events. On July 3, 2024, the Company issued a press release announcing the final results of the Offer and Consent Solicitation, the Company's entry into the Warrant Amendments and the Exchange Date. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein. No Offer or Solicitation This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the Warrants or an offer to sell or a solicitation of an offer to buy any shares of Class A common stock in any state in which such offer, solicitation, or sale would be unlawful before registration or qualification under the laws of any such state. The Offer and Consent Solicitation were made only through, and pursuant to the terms and conditions set forth in, the Company's Schedule TO, prospectus/offer to exchange, and related letter of transmittal, and the complete terms and conditions of the Offer and Consent Solicitation are set forth in the Schedule TO, prospectus/offer to exchange, and related letter of transmittal. A registration statement on Form S-4 filed by the Company with the U.S. Securities and Exchange Commission (the " SEC ") registering the Class A common stock issuable in the Offer and the Post-Offer Exchange was declared effective by the SEC on July 1, 2024. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected settlement of the Offer, the expected timing and effect of the Post-Offer Exchange, and any other statement that is not historical fact. These forward-looking statements generally are identified by words such as "anticipate," "expect," "intend," "future," "opportunity," "plan," "potential," "may," "should," "will," "would," and similar expressions, but the absence of these words does not mean that a statem

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Amendment No. 1 to Warrant Agreement, dated July 3, 2024 , by and between the Company and Continental Stock Transfer & Trust Company. 10.2 Amendment No. 1 to Warrant Agreement, dated July 3, 2024 , by and between the Company and Continental Stock Transfer & Trust Company. 99.1 Press Release, dated July 3 , 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HAGERTY, INC. /s/ Diana M. Chafey Date: July 5, 2024 Diana M. Chafey Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR