TRAVERSE
CITY, Mich., July 3, 2024
/PRNewswire/ -- Hagerty, Inc. (NYSE: HGTY) (the
"Company" or "Hagerty"), an automotive
enthusiast brand and leading specialty vehicle insurance provider,
announced today the expiration and results of its previously
announced exchange offer (the "Offer") and consent
solicitation (the "Consent Solicitation") relating to
its outstanding (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"). The
Offer and Consent Solicitation expired at one minute after
11:59 p.m., Eastern Time, on
July 2, 2024.
Hagerty has been advised that (i) 5,019,278 Public Warrants, or
approximately 87.3% of the outstanding Public Warrants, (ii)
1,561,381 Private Placement Warrants, or approximately 98.4% of the
Private Placement Warrants and (iii) 11,850,300 PIPE Warrants, or
approximately 97.6% of the PIPE Warrants, were validly tendered and
not validly withdrawn prior to the expiration of the Offer. Hagerty
expects to settle the exchange of such Warrants, each for 0.2
shares of the Company's Class A common stock, on or around
July 5, 2024.
In the Consent Solicitation, Hagerty received the approval of
approximately 87.3% of the outstanding Public Warrants and 98.4% of
the outstanding Private Placement Warrants, each of which exceed
the 50% consent required to effect the amendment of the warrant
agreement that governs the Public Warrants and the Private
Placement Warrants. Hagerty also received the approval of
approximately 97.6% of the outstanding PIPE Warrants, which exceeds
the 50% consent required to effect the amendment of the warrant
agreement that governs the PIPE Warrants (these amendments
together, the "Warrant Amendments"). Accordingly,
Hagerty and Continental Stock Transfer & Trust Company
entered into the Warrant Amendments on July
3, 2024. Hagerty then exercised its right created by
the Warrant Amendments to require the exchange (the
"Post-Offer Exchange") of each remaining outstanding
Warrant for 0.18 shares of Class A Common Stock, which is a ratio
10% less than the exchange ratio applicable to the Offer. Hagerty
also fixed 5:00 p.m. Eastern time on
July 22, 2024 as the exchange date
for the Post-Offer Exchange, following which no Warrants will
remain outstanding. Hagerty expects that the last day of trading
for the Public Warrants on the New York Stock Exchange under the
symbol "HGTY.WS." will be July 19,
2024.
The Company engaged D.F. King & Co., Inc. as the information
agent and consent solicitor for the Offer and Consent
Solicitation.
No Offer or Solicitation
This press release shall not constitute an offer to exchange or
the solicitation of an offer to exchange or the solicitation of an
offer to purchase any securities, nor shall there be any exchange
or sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. A
Registration Statement on Form S-4 filed with the U.S.
Securities and Exchange Commission (the "SEC")
registering shares of Common Stock issuable in the Offer was
declared effective by the SEC on July 1,
2024.
About Hagerty, Inc. (NYSE: HGTY)
Hagerty is an automotive enthusiast brand committed to saving
driving and fueling car culture for future generations. The Company
is a leading provider of specialty vehicle insurance, expert car
valuation data and insights, live and digital car auction services,
immersive events and automotive entertainment custom made for the
67 million Americans who self-describe as car enthusiasts. Hagerty
also operates in Canada and the
U.K. and is home to Hagerty Drivers Club, a community of over
800,000 who can't get enough of cars. As a purpose-driven
organization, Hagerty Impact aims to be a catalyst for positive
change across the issues that matter most to our teams, our
members, the broader automotive community, our shareholders and the
planet at large. For more information, please visit www.hagerty.com
or connect with the Company on Facebook, Instagram, Twitter and
LinkedIn.
Cautionary Statement Regarding Forward-Looking
Statements
This press release 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 "aim," 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 statement is not
forward-looking. Forward-looking statements are predictions,
projections, and other statements about future events that are
based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from these forward-looking
statements, including the Company's ability to (i) compete
effectively within its industry and attract and retain insurance
policy holders and paid HDC subscribers; (ii) maintain key
strategic relationships with its insurance distribution and
underwriting carrier partners; (iii) prevent, monitor and
detect fraudulent activity; (iv) manage risks associated with
disruptions, interruptions, outages with its technology platforms
or third-party services; (v) accelerate the adoption of its
membership products as well as any new insurance programs and
products; (vi) manage the cyclical nature of the insurance
business including through any periods of recession, economic
downturn or inflation; (vii) address unexpected increases in
the frequency or severity of claims; (viii) comply with the
numerous laws and regulations applicable to its business, including
state, federal and foreign laws relating to insurance and rate
increases, privacy, the internet and accounting matters;
(ix) manage risks associated with being a controlled company;
(x) successfully defend any litigation, government inquiries
and investigations, and (xi) address other risks and
uncertainties described under the section entitled "Risk Factors"
in the Registration Statement and the other documents the Company
files from time to time with the SEC, which are accessible on the
SEC's website at www.sec.gov. Readers are cautioned not to put
undue reliance on any forward-looking statement.
Forward-looking statements speak only as of the date they are
made. The Company assumes no obligation and does not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by applicable law.
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SOURCE Hagerty