Seaport Entertainment Group Files S-1/A Amendment

TL;DR

Seaport Entertainment Group filed an S-1/A amendment on 9/13/24 for its 1933 Act registration. SEC #333-279690.

AI Summary

Seaport Entertainment Group Inc. filed an S-1/A amendment on September 13, 2024, for its registration under the Securities Act of 1933. The company, incorporated in Delaware, is located at 199 Water Street, New York, NY. This filing is an amendment to a previous registration with SEC file number 333-279690.

Why It Matters

This filing indicates ongoing efforts by Seaport Entertainment Group to register securities, which could lead to future stock offerings or changes in its capital structure.

Risk Assessment

Risk Level: medium — S-1/A filings are typically associated with potential stock offerings, which carry inherent market and execution risks.

Key Numbers

• 333-279690 — SEC File Number (Identifies the specific registration filing)

Key Players & Entities

• Seaport Entertainment Group Inc. (company) — Registrant
• September 13, 2024 (date) — Filing Date
• 333-279690 (registration_number) — SEC File 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
• $28.27 — f our common stock on NYSE American was $28.27. As the rights are transferable, we exp

Filing Documents

• seaportentertainment-sx1a5.htm (S-1/A) — 4106KB
• exhibit51-sx1a5.htm (EX-5.1) — 18KB
• exhibit52-sx1a5.htm (EX-5.2) — 20KB
• exhibit231-sx1a5.htm (EX-23.1) — 4KB
• exhibit232-sx1a5.htm (EX-23.2) — 4KB
• business1ca.jpg (GRAPHIC) — 957KB
• business3ba.jpg (GRAPHIC) — 1244KB
• kpmglogo.jpg (GRAPHIC) — 64KB
• kpmglogo1a.jpg (GRAPHIC) — 42KB
• kpmglogoa.jpg (GRAPHIC) — 42KB
• lwlogo.jpg (GRAPHIC) — 102KB
• picture1a.jpg (GRAPHIC) — 42KB
• richardslaytonfingerlogoa.jpg (GRAPHIC) — 63KB
• summary4d.jpg (GRAPHIC) — 1215KB
• 0001628280-24-040352.txt ( ) — 9307KB

RISK FACTORS

RISK FACTORS 24 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 58 DIVIDEND POLICY 60 CAPITALIZATION 61

DILUTION

DILUTION 63 PUBLIC MARKET FOR OUR COMMON STOCK 64 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS 65

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 73

BUSINESS

BUSINESS 103 THE SPIN-OFF 118 THE RIGHTS OFFERING 119 MANAGEMENT 132

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 137 DIRECTOR COMPENSATION 147

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 148 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 149 D ESCRIPTION OF CERTAIN INDEBTEDNESS 158

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 160 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 165 PLAN OF DISTRIBUTION 172 LEGAL MATTERS 174 EXPERTS 174 WHERE YOU CAN FIND ADDITIONAL INFORMATION 174 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