Aldel Financial Inc.
SUBSEQUENT EVENT – 6/3/24 – LINK
- The Company is offering 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.
- Pursuant to the Offer, the Company is offering up to an aggregate of 3,896,707 Shares in exchange for the Warrants.
PROPOSED BUSINESS COMBINATION: Hagerty
ENTERPRISE VALUE: $3.134 billion
ANTICIPATED SYMBOL: HGTY
Aldel Financial Inc. proposes to combine with Hagerty, an automotive enthusiast brand offering a specialty automotive insurance platform built upon a membership organization for car lovers.
Hagerty is a leading specialty insurance provider for classic and enthusiast vehicles – with more than 2 million vehicles insured globally, an industry-leading 84 Net Promoter Score (NPS) and partnerships with nine of the top 10 U.S. automotive insurers.
At Hagerty, everything begins and ends with the love of the automobile – a passion shared with its more than 1.8 million members that fuels the company’s distinguished membership model and positions Hagerty to optimize growth in the estimated 43+ million vehicles automotive enthusiast market.
According to Hagerty’s proprietary data, there are more than 500 million individuals around the globe who express an interest in cars and approximately 69 million in the United States alone who declare themselves automotive enthusiasts.
Hagerty has invested in an omni-channel insurance distribution model that positions the company to unlock the entire addressable market and enables the organization to scale through national insurance partners, local agents and brokers, and direct distribution.
Hagerty’s highly differentiated membership model helps to drive loyalty and retention by engaging, entertaining, and connecting with members at every stop of their journey – digitally, on the track, in the garage, at an event, or on the road. The company’s portfolio includes the innovative Hagerty Drivers Club, more than 2,500 automotive events annually (including the recently acquired Amelia Island Concours d’Elegance), an expanding automotive media content platform, and Hagerty’s proprietary valuation tools.
Hagerty’s unique business model has resulted in a strong track record of success, including:
- Greater than 25% compounded annual revenue growth rate over the last three years
- Strong customer retention at 90%
- Average loss ratios significantly lower than the U.S. personal lines auto insurance industry1
- Millions of individuals following Hagerty’s automotive insights and social media programs
Looking forward, the company expects to achieve continued double-digit revenue and earnings growth underpinned by its long-term contracts, solid building blocks, and strategic partnerships.
TRANSACTION
- The transaction is expected to deliver up to $820 million of gross proceeds to the combined company, including the contribution of up to $116 million of cash held in Aldel’s trust account from its initial public offering in April 2021, assuming no redemptions.
- The combination is supported by a $704 million PIPE at $10.00 per share plus 18% warrant coverage led by strategic investors State Farm and Markel Corporation and commitments from a group of leading institutional and private investors.
- Existing Aldel stockholders who don’t exercise their redemption rights will roll 100 percent of their equity into the combined company.
- Over 40% of Aldel’s stockholders have signed voting agreements in favor of the Transaction. The minimum cash condition will be satisfied via the committed PIPE.

PIPE
- Fully committed PIPE of $703.85 million led by strategic partners State Farm and Markel Corporation, as well as top-tier institutional investors.
- An aggregate of 70,385,000 shares of Aldel Class A common stock.
- An aggregate of 12,669,300 warrants to purchase shares of Aldel Class A common stock.
LOCK-UP & WARRANT LOCK-UP AGREEMENT
- Markel and HHC will enter into a lock-up agreement (the “Lock-up Agreement”) with Aldel, pursuant to which each will agree not to sell until the date that is the earlier of:
- (1) the expiration of the Founder Shares Lock-up Period
- (2) 180 days after the consummation of the Business Combination.
- (3) Notwithstanding the foregoing, if after the consummation of the Business Combination, there is a “Change of Control” of Aldel, then all of the shares shall be released from the restrictions set forth therein.
- Aldel Investors LLC (the “Sponsor”) and FG SPAC Partners, LP (“FGSP”) will enter into a lock-up agreement (the “Sponsor Warrant Lock-up Agreement”) with Aldel, pursuant to which the Sponsor and FGSP will agree as described below with respect to:
- (1) the Placement Warrants shall not be exercisable until the date on which the VWAP of the common stock of New Hagerty exceeds $15.00 per share for any 20 trading days within any 30-trading day period commencing one year after the Business Combination
- (2) the OTM Warrants shall not be exercisable until the date on which the VWAP of the common stock of New Hagerty exceeds $18.00 per share for any 20 trading days within any 30-trading day period commencing 18 months after the Business Combination
NOTABLE CONDITIONS TO CLOSING
- The Aggregate Cash Proceeds after deducting certain transaction expenses and the repayment of any unpaid or contingent liabilities of Aldel, including fees associated with Aldel’s initial public offering and operations prior to the date of the Business Combination Agreement, shall not be less than $450 million
NOTABLE CONDITIONS TO TERMINATION
- By either the Buyer or the Company if the Effective Time shall not have occurred prior to February 17, 2022 (the “Outside Date”)
ADVISORS
- J.P. Morgan Securities LLC is serving as financial advisor to Hagerty.
- Global Leisure Partners LLC (GLP) and ThinkEquity LLC (ThinkEquity) are serving as financial advisor to Aldel in connection with the business combination.
- Sidley Austin LLP is serving as legal advisor to Hagerty.
- Loeb & Loeb LLP is serving as legal advisor to Aldel.
- GLP and ThinkEquity are serving as capital markets advisors to Aldel.
- J.P. Morgan and GLP are serving as co-placement agents on the PIPE.
- Mayer Brown LLP and Jones Day are serving as legal advisors to the placement agents on the PIPE.
MANAGEMENT & BOARD
Executive Officers
Robert I. Kauffman, 57
Chief Executive Officer and Nominee for Chairman of the Board of Directors
Robert I. Kauffman has served as Chief Executive Officer since January 2021. Mr. Kauffman will serve as the Chairman of the board of directors upon the closing of this offering. Mr. Kauffman was a co-founder, principal and member of the board of directors of Fortress Investment Group LLC from its founding in 1998 until 2012. During his tenure at the firm, Mr. Kauffman served as a member of Fortress’s management committee and was responsible for the management of Fortress’s European private equity investment operations. While at Fortress Mr. Kauffman was primarily focused on distressed debt restructurings, real estate and other asset based and financial services businesses. In the course of his career, he has been involved in a wide variety of investment activities, including private fund raising, initial public offerings, primary and secondary public share offerings in multiple jurisdictions, take private transactions, as well as billions of dollars of bank and capital market debt financings and securitizations. Prior to co-founding Fortress, Mr. Kauffman served as a managing director at UBS, from 1997 to 1998 in its Principal Finance area. Prior to that he was a principal at BlackRock Financial Management Inc., from 1993 to 1997 playing a key role in raising and investing their first Private Equity Fund, BlackRock Asset Investors. Previously, Mr. Kauffman worked at Lehman Brothers from 1986 to 1993 primarily focused on the mortgage and securitization markets both in the US and Europe. Since his departure from Fortress in 2012, Mr. Kauffman has brought his extensive business experience to a variety of private investments, including a non-controlling stake in University Bancorp Inc., a mortgage focused community bank based in Ann Arbor, Michigan. Mr. Kauffman serves on the board of directors of University Bancorp Inc., Hagerty Insurance, and an advisory board member of McLaren Racing LTD., a leading UK based Formula1 racing team. Mr. Kauffman is currently the chairman of the Race Team Alliance, an association of NASCAR Cup Series teams; a co-owner of Chip Ganassi Racing, a professional American racing team active in IndyCar and NASCAR racing; and the owner of RK Motors, a leading restorer and reseller of classic cars; and Speed Digital, a SaaS business focused on the collector car market. Mr. Kauffman is also an investor and advisory board member of Off The Chain Capital, a cryptocurrency focused hedge fund. Mr. Kauffman earned a degree in Business Administration from Northeastern University in 1986.
Hassan R. Baqar, 43
Chief Financial Officer and Director
Hassan R. Baqar has served as our Chief Financial Officer and a member of our board of directors since January 2021. Mr. Baqar has over 20 years of experience within financial services focused on corporate development, mergers & acquisitions, capital raising, investments and real estate transactions. Mr. Baqar has served as the founder and managing member of Sequoia Financial LLC, a financial services and advisory firm, since January 2019. Mr. Baqar has also served as Chief Financial Officer of Insurance Income Strategies Ltd., a Bermuda based reinsurance company since October 2017, as a director of GreenFirst Forest Products Inc. (TSXV: GFP) (formerly Itasca Capital Ltd.), a publicly-traded investment firm since August 2019 and as Chief Financial Officer of GreenFirst Forest Products Inc. from June 2016 to December 2020, as a director of Fundamental Global Reinsurance Ltd., a Cayman Islands reinsurance company since June 2020, and as a director and Chief Financial Officer of Unbounded Media Corporation since June 2019. In July 2020, Mr. Baqar began serving as Chief Financial Officer of FG New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisition company focused on merging with a company in the InsureTech, FinTech, broader financial services and insurance sectors. Previously, he served as Vice President of Kingsway Financial Services Inc. (NYSE: KFS) (“Kingsway”) from January 2014 to January 2019 and as a Vice President of Kingsway’s subsidiary Kingsway America Inc. from January 2010 to January 2019. Mr. Baqar also served as Chief Financial Officer and director of 1347 Capital Corp., a special purpose acquisition company, from April 2014 to July 2016 when the company completed its initial business combination to form Limbach Holdings, Inc. (Nasdaq: LMB). Mr. Baqar served as a member of the board of directors of FG Financial Group, Inc. (Nasdaq: FGF) from October 2012 to May 2015. By virtue of a management services agreement between 1347 Advisors LLC, a wholly owned subsidiary of Kingsway, and United Insurance Management, L.C., he also served as the Chief Financial Officer of United Insurance Holdings Corp. (Nasdaq: UIHC), a publicly held property and casualty insurance holding company, from August 2011 to April 2012. His previous experience also includes director of finance at Itasca Financial, LLC from 2008 to 2009 and positions held at Lumbermens Mutual Casualty Company (a Kemper Insurance company), a diversified mutual property-casualty insurance provider, from June 2000 to April 2008, where he most recently served as a senior analyst. Mr. Baqar earned a Master’s Degree in Business Administration from Northeastern Illinois University in 2009 and a Bachelor’s Degree in Accounting and Business Administration from Monmouth College in 2000. He also holds a Certified Public Accountant designation.
Board of Directors
D. Kyle Cerminara, 43
Director
D. Kyle Cerminara will serve as a director upon the closing of this offering. Mr. Cerminara has over 20 years’ experience as an institutional investor, asset manager, director, chief executive, founder and operator of multiple financial services and technology businesses. Mr. Cerminara co-founded Fundamental Global in 2012 and serves as its chief executive officer. In July 2020, Mr. Cerminara began serving as director and President of FG New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisition company focused on merging with a company in the InsureTech, FinTech, broader financial services and insurance sectors. Mr. Cerminara is a member of the board of directors of a number of companies focused in the reinsurance, investment management, real estate, technology and communication sectors, including FG Financial Group, Inc. (Nasdaq: FGF) (formerly known as 1347 Property Insurance Holdings, Inc.), which operates as a diversified reinsurance, investment management and real estate holding company, since December 2016, GreenFirst Forest Products Inc. (TSXV: GFP) (formerly Itasca Capital Ltd.), a public company focused on investments in the forest products industry, since August 2019, BK Technologies Corporation (NYSE American: BKTI), a provider of two-way radio communications equipment, since July 2015, Ballantyne Strong, Inc. (NYSE American: BTN), a holding company with diverse business activities focused on serving the entertainment and retail markets, since February 2015, and Firefly Systems Inc., a venture- backed digital advertising company, since August 2020. He was appointed chairman of FG Financial Group, Inc. in May 2018 and served as its principal executive officer from March 2020 to June 2020. He was also appointed chairman of GreenFirst Forest Products Inc. in June 2018. Mr. Cerminara has served as the chairman of Ballantyne Strong, Inc. since May 2015. He also previously served as its chief executive officer from November 2015 through April 2020. Mr. Cerminara was also the chairman of BK Technologies Corporation from March 2017 until April 2020. He also served on the board of directors of Limbach Holdings, Inc. (Nasdaq: LMB), a company which provides building infrastructure services, from March 2019 to March 2020; Iteris, Inc. (Nasdaq: ITI), a publicly-traded, applied informatics company, from August 2016 to November 2017; and Magnetek, Inc., a publicly-traded manufacturer, in 2015. He previously served on the board of directors of blueharbor bank, a community bank, from October 2013 to January 2020. He serves as a Trustee and President of StrongVest ETF Trust, which was an open-end management investment company that is in the process of being dissolved, since July 2016. Previously, Mr. Cerminara served as the co-chief investment officer of CWA Asset Management Group, LLC, a position he held from January 2013 to December 2020. Prior to these roles, Mr. Cerminara was a portfolio manager at Sigma Capital Management, an independent financial adviser, from 2011 to 2012, a director and sector head of the Financials Industry at Highside Capital Management from 2009 to 2011, and a portfolio manager and director at CR Intrinsic Investors from 2007 to 2009. Before joining CR Intrinsic Investors, Mr. Cerminara was a vice president, associate portfolio manager and analyst at T. Rowe Price (Nasdaq: TROW) from 2001 to 2007, where he was named amongst Institutional Investor’s Best of the Buy Side Analysts in November 2006, and an analyst at Legg Mason from 2000 to 2001. Mr. Cerminara received an MBA degree from the Darden Graduate School of Business at the University of Virginia and a B.S. in Finance and Accounting from the Smith School of Business at the University of Maryland, where he was a member of Omicron Delta Kappa, an NCAA Academic All American and Co-Captain of the men’s varsity tennis team. He also completed a China Executive Residency at the Cheung Kong Graduate School of Business in Beijing, China. Mr. Cerminara holds the Chartered Financial Analyst (CFA) designation.
Martin S. Friedman, 52
Director
Martin S. Friedman will serve as a director upon the closing of this offering. Mr. Friedman has over 30 years of commercial banking and investment banking experience, in which he applied and developed skills in financial analysis with an expertise in financial institutions, corporate finance, Securities and Exchange Commission banking compliance and management. Mr. Friedman is the Founder, a Managing Member and the Chief Executive Officer of FJ Capital Management LLC. Mr. Friedman founded FJ Capital Management LLC in 2007 and is the portfolio manager for the firm’s flagship Financial Opportunity Fund, an event-driven strategy focused on the U.S. community and regional bank sector. Mr. Friedman established the Financial Opportunity Fund and has successfully navigated the fund, creating substantial alpha since inception. Mr. Friedman created the Financial Opportunity Long/Short Fund in the spring of 2015, a fund focused on the broader financial services sector and lower market volatility and beta. Mr. Friedman also created the FJ Hybrid funds in 2017 which invests in both public micro-cap banks and private banks and has a longer investment time horizon. Previously, Mr. Friedman was Director of Research for Friedman, Billings, Ramsey Group, a research and securities trading firm, from 1998 to 2007. Prior to that, he was a securities analyst, focusing on the financial services industry with Friedman, Billings, Ramsey Group from 1992 to 1998. Mr. Friedman currently serves on the board of directors for Dogwood State Bank based in Raleigh, North Carolina since May 2019. He served on the board of directors of Silvergate Bank in San Diego, CA from February 2019 to January 2020, and served on the board of directors of Denver, CO-based TIG Bancorp from December 2017 until October 2019. In 2013, as part of the recapitalization of Anchor Bank, Madison, Wisconsin; Mr. Friedman was elected to the board of directors where he served on the Board of the bank holding company and compensation committee until 2015. Mr. Friedman served on the board of directors of Guaranty Savings Bank in Metairie, Louisiana from 2008 to 2009, and Access National Bank, in Reston, VA from 2009 to 2019.
Charles E. Nearburg, 70
Director
Charles E. Nearburg will serve as a director upon the closing of this offering. Founding Nearburg Producing Company in 1979, Charles grew it into one of the Top 100 Independent Producers in the U.S., and always operating in an environmentally conscious way, received two Environmental Awards from the Bureau of Land Management. In 2016-2017 Nearburg sold the majority of its producing assets to two firms backed by Warburg Pincus and Carnelian Capital. Mr. Nearburg also owns STOL Aviation which is developing a world class “back country” short take-off and landing airplane, and Nearburg Racing which prepares vintage Formula 1 cars for competition. He is also a minority owner and advisory board member of McLaren Racing LTD, a top Formula 1 and Indy Car Team. In honor of his son, Rett, who lost an 11-year battle with Ewing’s at age 21, Mr. Nearburg devotes substantial time and resources in support of Ewing’s Sarcoma cancer research and was instrumental in founding the Rett Nearburg International Ewing’s Sarcoma Research Symposia, of which six have now been held (www.rett.org). A lifelong car racer, his career includes driving a 333SP Ferrari at Le Mans, finishing 4th and 10th overall at the Sebring 12-Hours, and driving the late Walter Payton’s Indy Car in the 1997 CART/FedEx Championship. In September 2010 at the Bonneville Salt Flats driving the “Spirit of Rett” streamliner, Mr. Nearburg set a 414 MPH FIA record with a top speed of 422 MPH. This made the “Spirit of Rett” the fastest single engine normally aspirated car in history, as well as the 3rd fastest internal combustion engine car in history. Mr. Nearburg is one of only six people in history to have set a piston engine car record at over 400 MPH. The “Spirit of Rett” was built in the Nearburg Racing shop. A graduate of Dartmouth College, Mr. Nearburg received AB, BE, and ME degrees at Dartmouth’s Thayer School of Engineering, where he has been on the Board of Advisors for 30 years. He is also a Trustee of University of Texas Southwestern Medical Foundation; the Petersen Automotive Museum in Los Angeles; the Art Center College of Design in Pasadena; and a Life Trustee of the St. Mark’s School of Texas in Dallas. He is a past Trustee of the Maryland Institute College of Art in Baltimore; The Hockaday School in Dallas; and the Hood Museum of Art at Dartmouth College.
