Hagerty, Inc. (HGTY) Announces Share Offering by Selling Stockholders

August 17, 2023 4:08 PM EDT

Hagerty, Inc. (NYSE: HGTY) has just filed the following:

On June 23, 2023, we consummated a private placement (the “Private Placement”) pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated June 23, 2023, by and among us and the selling stockholders identified in this prospectus (the “Selling Stockholders”). In the Private Placement, we issued and sold to the Selling Stockholders an aggregate of 8,483,561 shares (the “Placed Shares”) of Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), for an aggregate purchase price of $80.0 million, at a per-share purchase price of $9.43.


This prospectus relates to the resale from time to time by the Selling Stockholders of up to (i) 16,688,449 shares of our Series A Preferred Stock, which includes the 8,483,561 Placed Shares and up to 8,204,888 additional shares of Series A Preferred Stock we may issue as dividends in respect of then-outstanding Series A Preferred Stock (the “Dividend Shares”, and together with the Placed Shares, the “Preferred Shares”), and (ii) 13,347,928 shares of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) issuable upon conversion of the Preferred Shares (the “Conversion Shares”).


This registration statement is being filed in connection with the registration rights set forth in the Registration Rights Agreement, dated June 23, 2023, by and among us and the Selling Stockholders (the “Registration Rights Agreement”).


The Selling Stockholders may sell the Preferred Shares and Conversion Shares through public or private transactions in a number of different ways and at varying prices. The timing and amount of any sale are within the sole discretion of the Selling Stockholders. Our registration of the Preferred Shares and the Conversion Shares covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the Preferred Shares or Conversion Shares. We provide more information about how the Selling Stockholders may sell the Preferred Shares and Conversion Shares in the section entitled “Plan of Distribution.”



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