Seaport Entertainment Group Files 8-K

TL;DR

Seaport Entertainment Group filed an 8-K, likely containing important updates. Check for details.

AI Summary

Seaport Entertainment Group Inc. filed an 8-K on September 10, 2024, to report other events and financial statements. The filing does not detail specific transactions or financial figures but serves as a notification of these items.

Why It Matters

This filing indicates that Seaport Entertainment Group Inc. is making a regulatory disclosure, which could contain important updates for investors.

Risk Assessment

Risk Level: low — The filing is a standard 8-K for 'Other Events' and 'Financial Statements and Exhibits' without specific negative or positive disclosures mentioned in the provided text.

Key Players & Entities

• Seaport Entertainment Group Inc. (company) — Registrant
• 0001628280-24-039945 (filing_id) — Accession Number
• 20240910 (date) — Filing Date
• 199 Water Street, 28th Floor New York, NY 10038 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share SEG NYSE American LLC Indic
• $25.00 — common stock at a subscription price of $25.00 per share. Each Record Date stockholder
• $175.0 million — xpiration of the Rights Offering, up to $175.0 million in the aggregate, such that the Rights

Filing Documents

• seg-20240910.htm (8-K) — 34KB
• exhibit991-8xk.htm (EX-99.1) — 18KB
• seg.jpg (GRAPHIC) — 81KB
• 0001628280-24-039945.txt ( ) — 298KB
• seg-20240910.xsd (EX-101.SCH) — 2KB
• seg-20240910_lab.xml (EX-101.LAB) — 22KB
• seg-20240910_pre.xml (EX-101.PRE) — 13KB
• seg-20240910_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. On September 10, 2024, Seaport Entertainment Group Inc. (the "Company") announced that the Board of the Directors of the Company (the "Board") has authorized and approved a plan to proceed with a Rights Offering (the "Rights Offering") pursuant to which the Company will distribute transferable subscription rights ("subscription rights") to purchase up to 7,000,000 shares of common stock, par value $0.01 per share, of the Company ("Common Stock") to holders of record of the Company's common stock as of 5:00 p.m., New York City time, on September 20, 2024 (the "Record Date"). The Rights Offering will give Company stockholders as of the Record Date the opportunity to subscribe for their basic subscription amount of newly issued shares of the Company's common stock in proportion to their respective existing ownership amounts. Company stockholders who exercise their respective full basic subscription rights will have over-subscription privileges giving such Company stockholders the option to subscribe for any shares of common stock that remain unsubscribed at the expiration of the Rights Offering, subject to certain ownership limitations. If the aggregate subscriptions (basic subscriptions plus over-subscriptions) exceed the amount offered in the Rights Offering, then the aggregate over-subscription amount will be pro-rated among the Company stockholders exercising their respective over-subscription privileges based on the basic subscription amounts of such stockholders. Upon commencement of the Rights Offering, the Company will distribute to each holder of the Company's common stock as of the Record Date transferable subscription rights to purchase shares of the Company's common stock at a subscription price of $25.00 per share. Each Record Date stockholder will be issued one right for each outstanding share of the Company's common stock owned on the Record Date. Each right will entitle the holder to purchase a number of new shares of common s

01 Financial Statements and Exhibits

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 September 10 , 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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 proposed Rights Offering and the concurrent private placement, and the anticipated benefits of the Rights Offering including the size, timing, price, anticipated proceeds therefrom and the use of such 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 th

SIGNATURES

SIGNATURES 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. SEAPORT ENTERTAINMENT GROUP INC. By: /s/ Lucy Fato Name: Lucy Fato Title: EVP, General Counsel & Corporate Secretary Date: September 10, 2024

View Full Filing

View this 8-K filing on SEC EDGAR