ITEM 1.01 Entry into a Material Definitive Agreement
OnJanuary 5, 2022 ,The Hagerty Group, LLC , a subsidiary ofHagerty, Inc. (collectively with all subsidiaries ofHagerty, Inc. , the Company or Hagerty) entered into a Common Stock Purchase Agreement (the Agreement) withBroad Arrow Group, Inc. , aDelaware corporation (BAG), and additional purchasers, whereby the Company invested in BAG. Under the terms of the Agreement, the Company has invested$15.25 million in exchange for ownership of approximately 40% of BAG and entered into a joint venture with BAG. Based inAnn Arbor, MI , the joint venture between BAG and Hagerty will enhance Hagerty's portfolio of automotive-focused offerings for car enthusiasts (Hagerty Marketplace ) by offering new services for the buying and selling of collector cars. Further, Hagerty will appoint two of the seven members to the Board of Directors of BAG.Kenneth Ahn , who will serve as the Chief Executive Officer of BAG, will also be employed at Hagerty, as President ofHagerty Marketplace . Hagerty has employed three other BAG founders as executives within theHagerty Marketplace team. The foregoing description of the Agreement is qualified in its entirety by the full text of the Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. ITEM 8.01 Other Events OnJanuary 10, 2022 , the Company issued a press release announcing the joint venture with, and investment in, BAG and formation of theHagerty Marketplace team. A copy of the press release is attached hereto as Exhibit 99.1.
Cautionary Notice Regarding Forward Looking Statements
The Company makes forward-looking statements in this Current Report on Form 8-K. All statements, other than statements of present or historical fact included in or incorporated by reference in this Current Report on Form 8-K, regarding the Company's future financial performance, as well as the Company's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report on Form 8-K, the words "aim," "anticipate," "believe," "estimate," "expect," "forecast," "intend," "likely," "outlook," "plan," "potential," "project," "projection," "seek," "can," "could," "may," "should," "would," "will," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, incident to its business. These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company's views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. --------------------------------------------------------------------------------
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 10.1* Common Stock Purchase Agreement, dated January 5 , 2021, by and among Broad Arrow Group, Inc., The Hagerty Group, LLC, and additional purchasers. 99.1 Press Release, Dated J a nuary 10, 2022 104 Cover Page Interactive Data File (formatted as Inline XBRL) *The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to theSEC upon request.
--------------------------------------------------------------------------------
© Edgar Online, source