Pershing Square Amends Seaport Entertainment Stake

TL;DR

Ackman's Pershing Square updated its 13D on Seaport Entertainment Group Inc. on 10/22/24.

AI Summary

Pershing Square Capital Management, L.P. filed an amendment (No. 2) to its Schedule 13D on October 22, 2024, regarding its holdings in Seaport Entertainment Group Inc. The filing indicates a change in the beneficial ownership of the company's common stock. Pershing Square Capital Management, L.P. is listed as the filer, with William A. Ackman as a key individual associated with the group members.

Why It Matters

This filing signals a potential shift in control or strategy for Seaport Entertainment Group Inc. as a significant investor updates its position.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to volatility and strategic changes in the subject company.

Key Players & Entities

• Pershing Square Capital Management, L.P. (company) — Filer of the Schedule 13D/A
• Seaport Entertainment Group Inc. (company) — Subject company of the filing
• William A. Ackman (person) — Associated with group members of the filer
• 20241022 (date) — Filing date of the amendment

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• form_13da_seg_10.22.2024.htm (SC 13D/A) — 213KB
• seg-ex99_6.htm (EX-99.6) — 18KB
• 0000950170-24-116421.txt ( ) — 233KB

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

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information: On October 17, 2024, the Issuer announced the completion of its previously announced Rights Offering. In connection with the Rights Offering and pursuant to the Standby Purchase Agreement, the Pershing Square Affiliated Funds fully exercised their pro rata Subscription Rights with respect to 2,094,673 shares of Common Stock in the aggregate as well as their Over-Subscription Rights with respect to any and all shares of Common Stock that were not otherwise purchased in the Rights Offering up to an aggregate of 7,000,000 shares of Common Stock. On October 18, 2024, the Issuer provided final share allocations for the Rights Offering. As a result, the Pershing Square Affiliated Funds acquired an aggregate of 2,929,107 shares of Common Stock on October 18, 2024. The source of funding for these transactions was derived from the respective capital of the Pershing Square Affiliated Funds and such transactions are set out in Exhibit 99.6. Item 4. Purpose of Transaction

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: The Pershing Square Affiliated Funds acquired an aggregate of 2,929,107 additional shares of Common Stock through completion of the Rights Offering. The Rights Offering was oversubscribed after taking into account the exercise of all Over-Subscription Rights. As a result, the Pershing Square Affiliated Funds did not purchase any shares under its backstop commitment under the Standby Purchase Agreement. Item 5. Interest in Securities of the Issuer Items 5(a), (b) of the Schedule 13D are hereby amended and supplemented by replacing the second paragraph therein with the following information: As of the date hereof, the following persons listed on Schedule I beneficially own shares of Common Stock: (i) Halit Coussin beneficially owns 2 shares of Common Stock, (ii) Michael Gonnella beneficially owns 33 shares of Common Stock, (iii) Ben Hakim beneficially owns 3 shares of Common Stock, and (iv) Ryan Israel beneficially owns 242 shares of Common Stock, representing, in the case of each of (i) through (iv) less than 0.01% of the outstanding shares of Common Stock, based on 12,521,884 shares of Common Stock outstanding, representing the sum of (i) 5,521,884 shares of Common Stock outstanding as of August 20, 2024, as reported in the Form 10-Q, and (ii) 7,000,000 shares of Common Stock sold in the Rights Offering. Other than as set forth herein, to the knowledge of the Reporting Persons, none of the persons listed on Schedule I beneficially owns any shares of Common Stock.

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

Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information: (c) Exhibit 99.6, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting Persons for the benefit of the Pershing Square Affiliated Funds. Except as set forth in Exhibit 99.6 attached hereto, or pursuant to the previously announced spin from HHH, no reportable transactions were effected by any Reporting Person within the last 60 days. 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: On October 17, 2024, the Pershing Square Affiliated Funds and the Issuer entered into an Investor Rights Agreement (the “ Investor Rights Agreement ”), in the form previously disclosed by the Reporting Persons in Exhibit 99.4 of the Schedule 13D. The Investor Rights Agreement provides the Pershing Square Affiliated Funds with certain rights, including, under certain circumstances and subject to certain restrictions, rights with respect to the registration of its shares of Common Stock under the Securities Act of 1933, including customary demand and piggyback registration rights, and director nomination rights. 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 99.6 Trading Data. 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: October 22, 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.* 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.* Exhibit 99.6 Trading Data. * 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, 787 Eleventh Avenue, 9th Floor, New York, New York 10019. Each person is a citizen of the United States of America. The present

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