Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 11, 2024

SEAPORT ENTERTAINMENT GROUP INC.

(Exact name of registrant as specified in charter)

Delaware

001-42113

99-0947924

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

199 Water Street, 28th Floor

New York, NY

10038

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (212) 732-8257

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, par value $0.01 per share

SEG

NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 7.01 Regulation FD Disclosure.

On October 11, 2024, Seaport Entertainment Group Inc. (the “Company”) issued a press release announcing the preliminary results of its previously announced rights offering, which expired at 5:00 p.m., New York time, on October 10, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are included with this Current Report on Form 8-K:


Exhibit No.						Description
99.1						Press Release, dated October 11, 2024
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: October 11, 2024	SEAPORT ENTERTAINMENT GROUP INC.

	By:	/s/ Lucy Fato
	Name:	Lucy Fato
	Title:	EVP, General Counsel & Corporate Secretary

Exhibit 99.1

SEAPORT ENTERTAINMENT GROUP ANNOUNCES PRELIMINARY RESULTS OF RIGHTS OFFERING

NEW YORK, NY, OCTOBER 11, 2024 – Seaport Entertainment Group Inc. (NYSE American: SEG) (the “Seaport Entertainment Group,” “SEG” or “Company”) announced today the preliminary results of its previously announced $175.0 million rights offering (the “Rights Offering”), which expired at 5:00 p.m., New York City time, on October 10, 2024 (the “Expiration Date”).

According to Computershare Trust Company, N.A. (the “Subscription Agent”), as of the Expiration Date, 4,651,166 basic subscription rights were exercised to purchase an aggregate of 5,895,299 shares of the Company’s common stock, par value $0.01 (“Common Stock”), and 6,847,032 additional shares of Common Stock were subscribed for under the over-subscription privilege, subject to proration.

The Rights Offering was over-subscribed. Pursuant to the terms of the Rights Offering, subscription rights holders who exercised their over-subscription privilege will receive the available shares of Common Stock pro rata based on the number of shares of Common Stock each holder subscribed for under the basic subscription right. Excess amounts for any over-subscribed or remaining fractional shares of Common Stock will be refunded to applicable subscription rights holders as soon as practicable via check without interest or deduction.

The Rights Offering was backstopped by investment funds advised by Pershing Square Capital Management, L.P. (“Pershing Square”). Pursuant to the backstop agreement between Pershing Square and the Company (the “Backstop Agreement”), Pershing Square fully exercised its pro rata subscription rights with respect to the Rights Offering. Pershing Square may receive additional shares through the exercise of its over-subscription privilege. Because the preliminary results indicate the Rights Offering was over-subscribed, Pershing Square is not expected to purchase any additional shares beyond those resulting from the exercise of its pro rata subscription rights and the exercise of its over-subscription privilege.

The shares of Common Stock to be issued at the closing of the Rights Offering will be purchased at the subscription price of $25.00 per whole share. The Company expects the Subscription Agent to distribute the shares of Common Stock and the proceeds from the Rights Offering on or about October 17, 2024, subject to customary closing conditions.

The results of the Rights Offering are preliminary and subject to change pending finalization of subscription procedures by the Subscription Agent. The Company expects to file a Current Report on Form 8-K on or about October 17, 2024 that will include the final results of the Rights Offering.

If a subscription rights holder did not exercise its subscription rights prior to the Expiration Date, such rights have expired and are void and have no value. Subscription rights holders who have participated in the Rights Offering should expect to see the shares of Common Stock issued to them in uncertificated book-entry form. Any excess subscription payments received by the Subscription Agent will be returned by the Subscription Agent to such subscription rights holder via check without interest or deduction.

Seaport Entertainment Group NYSE American: SEG 199 Water Street, 28th Floor, New York, NY 10038

The Rights Offering was made pursuant to the Company’s registration statement (including a prospectus) on Form S-1 that was filed with the Securities and Exchange Commission (the “SEC”) and declared effective on September 18, 2024, and a prospectus filed with the SEC on September 23, 2024. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the rights, Common Stock, or any other securities, nor shall there be any offer, solicitation, or sale of the rights, Common Stock or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction. The Rights Offering was made only by means of a prospectus, copies of which were distributed to all eligible rights holders as of the record date for the Rights Offering, and may be obtained free of charge at the website maintained by the SEC at www.sec.gov.

Wells Fargo Securities acted as dealer manager in connection with the Rights Offering.

About Seaport Entertainment Group (NYSE American: SEG)

Seaport Entertainment Group (NYSE American: SEG) is a premier entertainment and hospitality company formed to own, operate, and develop a unique collection of assets positioned at the intersection of entertainment and real estate. Seaport Entertainment Group’s focus is to deliver unparalleled experiences through a combination of restaurant, entertainment, sports, retail and hospitality offerings integrated into one-of-a-kind real estate that redefine entertainment and hospitality.

Safe Harbor and Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include, but are not limited to, statements concerning the Company’s plans, goals, objectives, outlook, expectations, and intentions, including with respect to the Rights Offering and the concurrent private placement, including the anticipated use of proceeds. Forward-looking statements are based on the Company’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause the Company’s results to differ materially from current expectations include, but are not limited to: risks related to macroeconomic conditions; changes in discretionary consumer spending patterns or consumer tastes or preferences; risks associated with the Company’s investments in real estate assets and trends in the real estate industry; the Company’s ability to obtain operating and development capital on favorable terms, or at all; the Company’s ability to renew its leases or re-lease available space; the Company’s ability to compete effectively; the Company’s ability to successfully identify, acquire, develop, and manage properties on terms that are favorable to it; the impact of uncertainty around, and disruptions to, the Company’s supply chain; risks related to the concentration of the Company’s properties in Manhattan and the Las Vegas area; extreme weather conditions or climate change that may cause property damage or interrupt business; the impact of water and electricity shortages on the Company’s business; the contamination of the Company’s properties by hazardous or toxic substances; catastrophic events or geopolitical conditions that may disrupt the Company’s business; actual or threatened terrorist activity and other acts of violence, or

Seaport Entertainment Group NYSE American: SEG 199 Water Street, 28th Floor, New York, NY 10038

the perception of a heightened threat of such events; risks related to the disruption or failure of information technology networks and related systems; the Company’s ability to attract and retain key personnel; the Company’s inability to control certain properties due to the joint ownership of such property; the significant influence Pershing Square has over the Company; the ability to realize the anticipated benefits of the Rights Offering, the financial and operating performance of the Company following the Rights Offering; and the other factors detailed in the Company’s Registration Statement filed on Form S-1 (Registration No. 333-279690), and related prospectus, as well as other risks discussed in the Company’s filings with the SEC from time to time. The forward-looking statements contained in this press release speak only as of the date hereof. The Company disclaims any duty to update the information herein, except as required by law.

Contacts:

Investor Relations:

Seaport Entertainment Group Inc.

T: (212) 732-8257

ir@seaportentertainment.com

Media Relations:

The Door

theseaport@thedooronline.com

# # #

Seaport Entertainment Group NYSE American: SEG 199 Water Street, 28th Floor, New York, NY 10038

Document and Entity Information Document	Oct. 11, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 11, 2024
Entity Registrant Name	SEAPORT ENTERTAINMENT GROUP INC.
Entity Central Index Key	0002009684
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-42113
Entity Tax Identification Number	99-0947924
Entity Address, Address Line One	199 Water Street, 28th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10038
City Area Code	212
Local Phone Number	732-8257
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	SEG
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Entity Ex Transition Period	true