Seaport Entertainment Group Files 8-K for Material Agreement

TL;DR

Seaport Entertainment Group signed a big deal, filing an 8-K to let everyone know.

AI Summary

Seaport Entertainment Group Inc. filed an 8-K on October 18, 2024, reporting a material definitive agreement entered into on October 17, 2024. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company is incorporated in Delaware and headquartered in New York.

Why It Matters

This filing indicates a significant new development or contract for Seaport Entertainment Group, which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, making the immediate impact uncertain.

Key Numbers

• 001-42113 — SEC File Number (Identifies the company's filing history with the SEC.)
• 1231 — Fiscal Year End (Indicates the end of the company's annual accounting period.)

Key Players & Entities

• Seaport Entertainment Group Inc. (company) — Registrant
• October 17, 2024 (date) — Date of earliest event reported
• October 18, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• New York (location) — Principal executive offices city

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share SEG NYSE American LLC Indic
• $25 million — fair market value of which is at least $25 million. We will not be obligated to effect an

Filing Documents

• seg-20241017.htm (8-K) — 30KB
• exhibit101-rightsoffering8.htm (EX-10.1) — 169KB
• exhibit991-rightsoffering8.htm (EX-99.1) — 19KB
• seaportlogo1aa.jpg (GRAPHIC) — 83KB
• 0001628280-24-043075.txt ( ) — 494KB
• seg-20241017.xsd (EX-101.SCH) — 2KB
• seg-20241017_lab.xml (EX-101.LAB) — 22KB
• seg-20241017_pre.xml (EX-101.PRE) — 13KB
• seg-20241017_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 17, 2024, Seaport Entertainment Group Inc. (the "Company," "we" or "our") entered into an Investor Rights Agreement (the "Investor Rights Agreement") with Pershing Square Capital Management, L.P., through investment funds advised by it (collectively, "Pershing Square"), in connection with the Company's previously announced rights offering. The Investor Rights Agreement provides Pershing Square with certain rights, including, under certain circumstances and subject to certain restrictions, rights with respect to the registration of its shares of our common stock, par value $0.01 per share ("common stock") under the Securities Act of 1933, as amended (the "Securities Act"), including customary demand and piggyback registration rights. Pershing Square may request that we file a registration statement to register the offer and sale of its shares. Each such request for registration must cover securities the aggregate fair market value of which is at least $25 million. We will not be obligated to effect an underwritten offering with respect to any entity that is a Company affiliate during the regular trading blackout period for our directors, officers and other certain employees. The number of demand registrations that Pershing Square will be entitled to request will be unlimited; provided, that we will not be obligated to undertake more than one related underwritten offering in any twelve-month period following October 17, 2024, nor more than one in any twelve-month period generally. Pershing Square is also entitled to certain "piggyback" registration rights. If we propose to register shares of our common stock or other securities under the Securities Act, either for our own account or for the account of other security holders, in connection with such offering, Pershing Square will be able to request that we include its shares in such registration, subject to certain marketing and other limitations. As a

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 17, 2024, the Company completed 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 announcing the closing of the rights offering 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, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Investor Rights Agreement, dated October 17, 2024 99.1 Press Release, dated October 17, 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: October 17, 2024 SEAPORT ENTERTAINMENT GROUP INC. By: /s/ Lucy Fato Name: Lucy Fato Title: EVP, General Counsel & Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR