Pershing Square Amends Seaport Entertainment Filing

TL;DR

Pershing Square updated its Seaport Entertainment filing on 9/25. Big changes?

AI Summary

Pershing Square Capital Management, L.P. has filed an amendment (No. 1) to its Schedule 13D concerning Seaport Entertainment Group Inc. The filing, dated September 25, 2024, indicates a change in beneficial ownership. Pershing Square is a significant holder of Seaport Entertainment Group's common stock.

Why It Matters

This amendment signals a potential shift or update in Pershing Square's stake or strategy regarding Seaport Entertainment Group, which could influence the stock's future performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in a major shareholder's position or intentions, which can introduce volatility.

Key Players & Entities

• Pershing Square Capital Management, L.P. (company) — Filing entity
• Seaport Entertainment Group Inc. (company) — Subject company
• William A. Ackman (person) — Member of Pershing Square group

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $25 — n Stock at a cash subscription price of $25 per whole share (the “ Rights Of
• $175 million — ce up to an aggregate purchase price of $175 million. In connection with the launch of the

Filing Documents

• form_13da_seg_09.25.2024.htm (SC 13D/A) — 208KB
• seg-ex99_5.htm (EX-99.5) — 35KB
• 0000950170-24-109381.txt ( ) — 245KB

of the Schedule 13D is hereby amended and supplemented by adding the following information

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: On September 23, 2024, the Issuer distributed to holders of Common Stock transferable subscription rights (“ Subscription Rights ”) to purchase on a pro rata basis up to an aggregate of 7,000,000 shares of Common Stock at a cash subscription price of $25 per whole share (the “ Rights Offering ”). Rights holders who fully exercise their Subscription Rights shall also be entitled to subscribe, on a pro rata basis, for additional shares of Common Stock that remain unsubscribed in the Rights Offering as a result of any unexercised Subscription Rights (the “ Over-Subscription Right ”). The Pershing Square Affiliated Funds received one Subscription Right for every share of Common Stock that they owned on September 20, 2024, the record date for the Rights Offering, and no consideration was paid to acquire any Subscription Rights. In anticipation of the Rights Offering, the Pershing Square Affiliated Funds entered into a standby purchase agreement (the “ Standby Purchase Agreement ”) with HHH and the Issuer on July 18, 2024 (as amended by the First Amendment thereto, dated as of July 23, 2024). Under the Standby Purchase Agreement, the Pershing Square Affiliated Funds agreed, severally and not jointly, (i) to exercise their pro rata Subscription Rights with respect to the Rights Offering and (ii) to purchase any and all shares that are otherwise not purchased in the Rights Offering upon the expiration thereof at the Rights Offering price up to an aggregate purchase price of $175 million. In connection with the launch of the Rights Offering, the Pershing Square Affiliated Funds have entered into a letter agreement (the “ Lockup Letter Agreement ”), dated as of September 23, 2024, with Wells Fargo Securities LLC, as Dealer Manager for the Rights Offering. Under the Lockup Letter Agreement, the Pershing S

of the Schedule 13D is hereby amended and supplemented by adding the following information

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information: (a), (b) As a result of the Rights Offering, the Reporting Persons beneficially own an aggregate of 2,094,673 Subscription Rights. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

of the Schedule 13D is hereby amended and supplemented by adding the following information

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information: The information set forth in Item 4 of this Amendment No. 1 is incorporated herein by reference as if restated in full. Item 7. Material to be Filed as Exhibits

of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit

Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit: Exhibit 99.5 Lockup Letter Agreement, dated as of September 23, 2024, from PSH, PSLP and PSI to Wells Fargo Securities, LLC, as Dealer Manager for the Rights Offering. SIGNATURE After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: September 25, 2024 PERSHING SQUARE CAPITAL MANAGEMENT, L.P. By /s/ William A. Ackman William A. Ackman Authorized Signatory PERSHING SQUARE HOLDCO, L.P. By: Pershing Square Holdco GP, LLC, its General Partner By /s/ William A. Ackman William A. Ackman Authorized Signatory PERSHING SQUARE HOLDCO GP, LLC By /s/ William A. Ackman William A. Ackman Authorized Signatory PS HOLDCO GP MANAGING MEMBER, LLC By /s/ William A. Ackman William A. Ackman Authorized Signatory /s/ William A. Ackman WILLIAM A. ACKMAN INDEX TO EXHIBITS Exhibit Description Exhibit 99.1 Joint Filing Agreement, dated as of August 7, 2024, among PSCM, PS Holdco, PS Holdco GP, ManagementCo and William A. Ackman.* Exhibit 99.2 Standby Purchase Agreement, dated as of July 18, 2024, among HHH, Issuer, PSH, PSLP and PSI.* Exhibit 99.3 First Amendment to Standby Purchase Agreement, dated as of July 23, 2024, among HHH, Issuer, PSH, PSLP and PSI.* Exhibit 99.4 Form of Investor Rights Agreement among PSH, PSLP, PSI, Issuer and the other parties thereto from time to time.* Exhibit 99.5 Lockup Letter Agreement, dated as of September 23, 2024, from PSH, PSLP and PSI to Wells Fargo Securities, LLC, as Dealer Manager for the Rights Offering. * Previously Filed SCHEDULE I The name of each member of PS Holdco GP Managing Member, LLC is set forth below. The business address of each person listed below is c/o PS Holdco GP Managing Member, LLC,

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View this SC 13D/A filing on SEC EDGAR