Seaport Entertainment Group Files 8-K

TL;DR

Seaport Entertainment Group filed an 8-K on Jan 7, 2025, for a material agreement.

AI Summary

Seaport Entertainment Group Inc. filed an 8-K on January 7, 2025, reporting a material definitive agreement. The filing indicates the company's principal executive offices are located at 199 Water Street, 28th Floor, New York, NY 10038, with a phone number of (212) 732-8257. The report covers events as of January 1, 2025.

Why It Matters

This filing signals a significant event for Seaport Entertainment Group Inc., potentially impacting its operations or financial standing.

Risk Assessment

Risk Level: low — The filing is a standard corporate disclosure and does not inherently present immediate financial risk.

Key Players & Entities

• Seaport Entertainment Group Inc. (company) — Registrant
• January 1, 2025 (date) — Earliest event reported
• January 7, 2025 (date) — Filing date
• 199 Water Street, 28th Floor, New York, NY 10038 (location) — Principal executive offices
• (212) 732-8257 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share SEG NYSE American LLC I
• $1.00 — CMC for the Services at a rate equal to $1.00 per month. Further, during the Term, (i
• $45.0 million — nterest in Jean-Georges Restaurants for $45.0 million from JG TopCo LLC (" JG TopCo "). Concu
• $10.0 million — reement with JG TopCo. The Company paid $10.0 million for the option to acquire up to an addi

Filing Documents

• seg-20250101x8k.htm (8-K) — 47KB
• seg-20250101xex99d1.htm (EX-99.1) — 16KB
• seg-20250101xex99d1001.jpg (GRAPHIC) — 10KB
• 0001558370-25-000056.txt ( ) — 206KB
• seg-20250101.xsd (EX-101.SCH) — 3KB
• seg-20250101_lab.xml (EX-101.LAB) — 16KB
• seg-20250101_pre.xml (EX-101.PRE) — 11KB
• seg-20250101x8k_htm.xml (XML) — 5KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement Services Agreement Effective as of January 1, 2025, Seaport Entertainment Management, LLC (" SEM "), a wholly owned indirect subsidiary of Seaport Entertainment Group Inc. (the " Company "), entered into a Services Agreement (the " Services Agreement ") with Creative Culinary Management Company LLC (" CCMC ") and the Company. The Company owns a 25% indirect interest in JG Restaurant HoldCo LLC (" Jean-Georges Restaurants "). CCMC is a wholly-owned subsidiary of JG Restaurant Group LLC, which is a wholly-owned subsidiary of Jean-Georges Restaurants. Pursuant to certain management agreements referred to in the Services Agreement (the " Management Agreements "), CCMC provides services for certain retail and food beverage businesses that the Company or its affiliates own at the Seaport, either wholly or through partnerships with third parties (the " Management Agreement Services "). Effective January 1, 2025, SEM became the employer of certain employees that previously provided the Management Agreement Services. Pursuant to the Services Agreement, SEM will provide services (the " Services ") to CCMC in order for CCMC to perform the Management Agreement Services. The term of the Services Agreement (the " Term ") will continue until the earlier of (i) the date on which SEM acquires 100% of the equity interests of CCMC (the " Acquisition Date ") and (ii) the expiration or termination of all of the Management Agreements. In the event that the Acquisition Date has not occurred by June 30, 2025, CCMC or SEM (or its respective affiliate that is a party to that Management Agreement) shall then have the right to terminate the Management Agreements. During the Term, SEM will perform and provide the Services to and for the benefit of CCMC in exchange for the following consideration: SEM will charge CCMC for the Services at a rate equal to $1.00 per month. Further, during the Term, (i) CCMC will have no further obligations

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 7, 2025, the Company issued a press release announcing the entry into the Services Agreement. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The furnishing of the press release is not intended to constitute a representation that such furnishing is required by Regulation FD or other securities laws, or that the press release includes material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future. The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that Section. The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference in any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange 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 99.1 Press Release, issued January 7, 2025 104 Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) 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: January 7, 2025 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