State Farm Amends Hagerty Stake Filing

TL;DR

State Farm just updated its Hagerty filing. Watch this space.

AI Summary

State Farm Mutual Automobile Insurance Company filed an amendment (No. 4) to its Schedule 13D on June 3, 2024, regarding its holdings in Hagerty, Inc. The filing indicates a change in the beneficial ownership of Hagerty's Class A Common Stock. Matthew D. Melick is listed as the person authorized to receive notices for State Farm.

Why It Matters

This amendment signals a potential shift in State Farm's investment strategy or relationship with Hagerty, Inc., which could influence the stock's trading dynamics.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings can indicate significant changes in a major shareholder's position, potentially impacting the stock price.

Key Players & Entities

• State Farm Mutual Automobile Insurance Company (company) — Filing entity
• Hagerty, Inc. (company) — Subject company
• Matthew D. Melick (person) — Authorized contact for State Farm
• June 3, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• d651035dsc13da.htm (SC 13D/A) — 43KB
• 0001193125-24-155114.txt ( ) — 44KB

of the Amended Schedule 13D is hereby supplemented as follows

Item 3 of the Amended Schedule 13D is hereby supplemented as follows: On June 3, 2024, pursuant to Issuers Form S-4 Registration Statement filed on June 3, 2024, which is incorporated herein by reference (the Offer), Issuer is offering to the holders of certain warrants to purchase shares of Class A Common Stock of the Issuer (including the Warrants (as defined in the Original 13D), the opportunity to receive 0.20 shares of Class A Common Stock per warrant in exchange for each of its outstanding warrants tendered by each holder exchanged pursuant to the Offer. Concurrently with the Offer, Issuer is also soliciting consents from holders to amend both the IPO Warrant Agreement (as defined in the Offer) and the Business Combination Warrant Agreement (as defined in the Offer) to permit the Issuer 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 per warrant, which is a ration 10% less than the exchange ratio applicable to the Offer. Pursuant to the terms of the IPO Warrant Agreement, amending the IPO Warrant Agreement will require the vote or written consent of holders of both (i) 50% of the Public Warrants (as defined in the Offer) outstanding and (ii) 50% of the Private Placement Warrants (as defined in the Offer) outstanding. Pursuant to the terms of the Business Combination Warrant Agreement, the amendment to the Business Combination Warrant Agreement will require the vote or written consent of holders of 50% of the PIPE Warrants (as defined in the Offer) outstanding. Hagerty, Inc. and Holders party thereto (the Tender and Support Agreement), which is included as Exhibit 10.37 of Issuers Form S-4 filed on June 3, 2024, which is incorporate

of the Amended Schedule 13D is hereby supplemented as follows

Item 4 of the Amended Schedule 13D is hereby supplemented as follows: between State Farm and the Issuer and in recognition of Issuers stated purpose for the Offer to attempt to simplify its capital structure and reduce potential dilutive impact of outstanding warrants. State Farm intends to review and evaluate its investment in the Issuer on a continuous basis. Depending upon various factors, including but not limited to the business, prospects and financial condition of the Issuer and other developments concerning State Farm and the Issuer, market conditions and other factors that State Farm may deem relevant to its investment decision, and subject to compliance with applicable laws, rules and regulations, State Farm may in the future take actions with respect to its investment in the Issuer as it deems appropriate with respect to any or all matters required to be disclosed in this Amended Schedule 13D. Item5. Interest in Securities of the Issuer.

of the Amended Schedule 13D is hereby supplemented as follows

Item 5 of the Amended Schedule 13D is hereby supplemented as follows: (a) State Farm beneficially owns 63,240,881 shares of Class A Common Stock, inclusive of 4,240,881 shares of Class A Common Stock that State Farm has the right to acquire within 60 days upon conversion of 5,302,226 shares of Series A Preferred Stock that are held directly by State Farm, at the current Conversion Rate and 9,000,000 shares of Class A Common Stock that State Farm has the right to acquire within 60 days upon exercise of the Warrants. This represents, on an as if exercised basis, approximately 63.9% of the shares of Class A Common Stock outstanding. The percentage is calculated based on the sum of (i) 85,703,286 shares of Class A Common Stock outstanding as of April 24, 2024 pursuant to the Issuers Form 10-Q for the quarterly period ended March 31, 2024, (ii) 4,240,881 shares of Class A Common Stock issuable upon conversion of Series A Preferred Stock held by State Farm and (iii) 9,000,000 shares of Class A Common Stock issuable upon exercise of the Warrants, which have been added to the total Class A Common Stock shares outstanding for purposes of calculating State Farms beneficial ownership percentage in accordance with Rule 13d-3(d)(l)(i) under the Act. Note, pursuant to the Offer State Farm has agreed to tender and exchange the Warrants for 0.20 shares of Class A Common Stock of the Issuer per warrant exchanged, resulting in State Farm receiving 1,800,000 shares of Class A CUSIP No: 405166109 Schedule 13D Common Stock of the Issuer in exchange for its Warrants if and when the Offer is consummated pursuant to its terms and conditions. The percentage does not give effect to the issuance of shares of Class A Common Stock issuable upon exercise or conversion of warrants, options or shares of the Issuers Series A Preferred Stock or Class V Common Stock held by other parties. Notwithstanding the percentage reported herein, based on the aggregate total of Class A Common Stock and

of the Amended Schedule 13D is hereby supplemented as follows

Item 6 of the Amended Schedule 13D is hereby supplemented as follows: is included as Exhibit 10.37 of Issuers Form S-4 filed on June 3, 2024. The foregoing references in this Amended Schedule 13D to, or descriptions of, the Offer, the Issuers Form S-4 Registration Statement filed on June 3, 2024, and Issuers Schedule to Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 filed on June 3, 2024, which are hereby incorporated by reference, do not purport to be complete and are qualified in their entirety by reference to the text of such agreements. Item7. Material to Be Filed as Exhibits.

of the Amended Schedule 13D is hereby supplemented as follows

Item 7 of the Amended Schedule 13D is hereby supplemented as follows: Exhibit 7 Tender and Support Agreement, dated June 3, 2024, by and among Hagerty, Inc. and Holders party thereto, which is included as Exhibit 10.37 of Issuers Form S-4 filed on June 3, 2024 which is incorporated herein by reference . Exhibit 8 Issuers Form S-4 Registration Statement filed on June 3, 2024, which is incorporated herein by reference . Exhibit 9 Issuers Schedule to Tender Offer CUSIP No: 405166109 Schedule 13D Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 5, 2024 By: /s/ Joseph P. Young Joseph P. Young, Senior Vice President and Chief Investment Officer

View Full Filing

View this SC 13D/A filing on SEC EDGAR