The Hagerty Group, LLC entered into a definitive business combination agreement to acquire Aldel Financial Inc. (NYSE:ADF) from Aldel Investors LLC, Aldel LLC, FG Financial Group, Inc. (NasdaqGM:FGF) and others for $2.9 billion in a reverse merger transaction on August 17, 2021. Hagerty shareholder will own 52% stake in the resulting issuer upon close of the transaction. Upon the closing of the transaction, Aldel will be renamed Hagerty, Inc., and become publicly traded, with its common stock expected to be listed on the New York Stock Exchange under the ticker HGTY.

Immediately following the closing, New Hagerty's board of directors will consist of no more than nine directors, of which Aldel has the right to designate one director, Markel Corporation has the right to designate one director, State Farm Mutual Automobile Insurance Company has the right to designate one director, and Hagerty Holding Corp. has the right to designate two directors. At the closing, all of the officers of Aldel shall resign and the individuals serving as officers of resulting issuer immediately after the closing will be the same individuals (in the same offices) as those of Hagerty immediately prior to the closing. Rob Kauffman will be appointed as Board of Director.

The transaction is subject to approval by Aldel's stockholders and Hagerty's owners; the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall have expired or terminated; the aggregate cash available at closing shall not be less than $450 million; Aldel's initial listing application in connection with the transaction shall have been approved by the NYSE; the registration statement shall have been declared effective; resignation of all members of the board of Aldel; execution of Registration Rights Agreement, the Exchange Agreement, and the Lock-up Agreement; and other customary closing conditions, including any applicable regulatory approvals. The special meeting of Aldel's stockholders will be held on December 1, 2021. 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. The transaction has been unanimously approved by Aldel's board of directors and the independent members of Hagerty's board. The transaction is expected to close in the fourth quarter of 2021. J.P. Morgan Securities LLC is serving as financial advisor to Hagerty and Global Leisure Partners LLC (GLP) and ThinkEquity, a division of Fordham Financial Management, Inc. are serving as financial advisor to Aldel in connection with the business combination. ThinkEquity, a division of Fordham Financial Management, Inc. acted as fairness opinion provider to Aldel. Sean Keyvan, William Howell and Jonathan Blackburn of Sidley Austin LLP are serving as legal advisor to Hagerty. Mitchell S. Nussbaum of 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. Alliance Advisors LLC acted as an information agent to Aldel. Mark Zimkind from Continental Stock Transfer & Trust Company acted as a transfer agent for Aldel. Aldel will pay Alliance Advisors a fee of $20,000, plus disbursements.

The Hagerty Group, LLC completed the acquisition of Aldel Financial Inc. (NYSE:ADF) from Aldel Investors LLC, Aldel LLC, FG Financial Group, Inc. (NasdaqGM:FGF) and others in a reverse merger transaction on December 2, 2021. On December 1, 2021, shareholder of Aldel Financial approved the transaction.