Seaport Entertainment Group Files 8-K

TL;DR

Seaport Entertainment Group filed an 8-K on 9/23/24 with financial updates.

AI Summary

Seaport Entertainment Group Inc. filed an 8-K on September 23, 2024, reporting on various events. The filing includes financial statements and exhibits, and pertains to Regulation FD Disclosure and Other Events. The company is incorporated in Delaware and its principal executive offices are located at 199 Water Street, New York, NY.

Why It Matters

This 8-K filing provides important updates and disclosures from Seaport Entertainment Group Inc. to investors and the public.

Risk Assessment

Risk Level: low — This filing is a routine disclosure and does not appear to contain significant negative news.

Key Players & Entities

• Seaport Entertainment Group Inc. (company) — Registrant
• September 23, 2024 (date) — Date of earliest event reported
• 199 Water Street, 28th Floor (location) — Principal executive offices address
• New York, NY (location) — Principal executive offices city and state
• 001-42113 (other) — SEC File Number

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share SEG NYSE American LLC Rights
• $175 million — pany commenced its previously announced $175 million rights offering (the "Rights Offering")

Filing Documents

• seg-20240923.htm (8-K) — 34KB
• exhibit11-launch8xk.htm (EX-1.1) — 255KB
• exhibit991-launch8xk.htm (EX-99.1) — 19KB
• seaportlogo.jpg (GRAPHIC) — 86KB
• 0001628280-24-041126.txt ( ) — 650KB
• seg-20240923.xsd (EX-101.SCH) — 2KB
• seg-20240923_def.xml (EX-101.DEF) — 16KB
• seg-20240923_lab.xml (EX-101.LAB) — 27KB
• seg-20240923_pre.xml (EX-101.PRE) — 16KB
• seg-20240923_htm.xml (XML) — 4KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 23, 2024 Seaport Entertainment Group Inc. (the "Company") issued a press release announcing the launch of the rights offering described below in Item 8.01. 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.

01 Other Events

Item 8.01 Other Events. On September 23, 2024, the Company commenced its previously announced $175 million rights offering (the "Rights Offering") to purchase up to 7,000,000 shares of its common stock. Regular way trading in the rights on NYSE American LLC ("NYSE American") will begin on September 24, 2024 under the symbol "SEG RT" and continue until the close of trading on NYSE American on October 9, 2024 (or, if the offer is extended, on the business day immediately prior to the extended expiration date). The Rights Offering is being 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 Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any of the rights, the Company's common stock or any other securities, nor shall there be any offer, solicitation or sale of the rights, the Company's 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 will be made only by means of a prospectus. Additional information regarding the Rights Offering is set forth in the prospectus. Copies of the prospectus will be mailed to all eligible stockholders on or about September 24, 2024 and can also be accessed through the SEC's website at www.sec.gov. Additional information regarding the rights offering may be obtained from the information agent, Georgeson LLC, at (866) 410-6525. On September 23, 2024, in connection with the commencement of the Rights Offering, the Company entered into a Dealer-Manager Agreement with Wells Fargo Securities, LLC, the dealer manager for the Rights Offering. A copy of the Dealer-Manager Agreement is filed as Exhibit 1.1 to this Current Report

Forward Looking Statements

Forward Looking Statements This Current Report includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States 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 Rights Offering and the concurrent private placement, 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 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 New York City 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'

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Dealer-Manager Agreement 99.1 Press Release, dated September 23, 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. Dated: September 23, 2024 SEAPORT ENTERTAINMENT GROUP INC. By: /s/ Lucy Fato Name: Lucy Fato Title: EVP, General Counsel & Corporate Secretary

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View this 8-K filing on SEC EDGAR