Seaport Entertainment Group Files S-1/A Amendment

TL;DR

Seaport Entertainment Group filed an S-1/A amendment on 8/27/24 for securities registration. #SECfiling

AI Summary

Seaport Entertainment Group Inc. filed an S-1/A amendment on August 27, 2024, to register securities under the Securities Act of 1933. The filing, with registration number 333-279690, provides updated information for the company, which is incorporated in Delaware and headquartered at 199 Water Street, New York, NY 10038.

Why It Matters

This S-1/A filing indicates Seaport Entertainment Group is moving forward with a securities registration, which could lead to new investment opportunities or changes in the company's capital structure.

Risk Assessment

Risk Level: medium — S-1/A filings are typically associated with new securities offerings or significant corporate changes, which inherently carry investment risks.

Key Numbers

• 333-279690 — SEC File Number (Registration number for the securities filing.)

Key Players & Entities

• Seaport Entertainment Group Inc. (company) — Registrant
• August 27, 2024 (date) — Filing date
• 333-279690 (registration_number) — SEC registration number
• 199 Water Street, 28th Floor New York, NY 10038 (address) — Principal Executive Offices
• Anton D. Nikodemus (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $175,000,000 — SEAPORT ENTERTAINMENT GROUP INC. Up to $175,000,000 in Subscription Rights to purchase up t
• $25 — n stock at a cash subscription price of $25 per whole share. We refer to this offer
• $175.0 million — ed in the Rights Offering will be up to $175.0 million. To the extent you properly exercise yo
• $31.17 — f our common stock on NYSE American was $31.17. As the rights are transferable, we exp

Filing Documents

• seaportentertainment-sx1a2.htm (S-1/A) — 4083KB
• exhibit231-sx1a2.htm (EX-23.1) — 3KB
• exhibit232-sx1a2.htm (EX-23.2) — 3KB
• kpmglogo.jpg (GRAPHIC) — 64KB
• kpmglogob.jpg (GRAPHIC) — 54KB
• kpmglogoc.jpg (GRAPHIC) — 42KB
• summary1b.jpg (GRAPHIC) — 957KB
• summary3ba.jpg (GRAPHIC) — 1244KB
• summary4d.jpg (GRAPHIC) — 1215KB
• 0001628280-24-038560.txt ( ) — 8976KB

RISK FACTORS

RISK FACTORS 23 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 56 DIVIDEND POLICY 58 CAPITALIZATION 59

DILUTION

DILUTION 61 PUBLIC MARKET FOR OUR COMMON STOCK 62 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS 63

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 71

BUSINESS

BUSINESS 101 THE SPIN-OFF 116 THE RIGHTS OFFERING 117 MANAGEMENT 130

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 135 DIRECTOR COMPENSATION 145

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 146 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 147 D ESCRIPTION OF CERTAIN INDEBTEDNESS 156

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 158 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 166 PLAN OF DISTRIBUTION 173 LEGAL MATTERS 175 EXPERTS 175 WHERE YOU CAN FIND ADDITIONAL INFORMATION 175 INDEX TO COMBINED FINANCIAL STATEMENTS F - 1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the SEC. The exhibits to the registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase our common stock, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the section entitled "Where You Can Find Additional Information." We and our dealer manager, Wells Fargo Securities LLC (the "Dealer Manager"), have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information appearing in this prospectus is accurate only as of the date on its cover page. Our business, financial condition, results of operations and prospects may have changed since those dates. ii QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING Q. What is the Rights Offering A. The Rights Offering is a pro rata distribution at no charge to holders of our common stock of transferable subscription rights to purchase up to an aggregate of 7,000,000 shares of our common stock at a cash subscription price of $25 per whole share. We are offering to each of our stockholders, either as a holder of record or, in the case of shares held of record by brokers, dealers, custodian banks or othe

View Full Filing

View this S-1/A filing on SEC EDGAR