Seaport Entertainment Group Inc

S-11 seaportentertainment-sx1.htm S-1

As filed with the Securities and Exchange Commission on May 23, 2024

Registration No.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in governing instruments)

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Anton D. Nikodemus

Chief Executive Officer

Seaport Entertainment Group Inc.

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “accelerated filer,” “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED MAY 23, 2024

The information in this prospectus is not complete and may be changed. These securities may not be distributed until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Up to $175,000,000 in Subscription Rights to purchase up to

1,750,000 Shares of Common Stock

Seaport Entertainment Group Inc. (“Seaport Entertainment” or the “Company”) is distributing at no charge to the holders of our common stock transferable subscription rights to purchase up to an aggregate of 1,750,000 shares of our common stock at a cash subscription price of $100 per whole share. We refer to this offering as the “Rights Offering.” We are offering to each of our stockholders one subscription right for each full share of common stock owned by that stockholder as of the close of business on , 2024, the record date. Each subscription right will entitle its holder to purchase shares of our common stock. Additionally, rights holders who fully exercise their basic subscription rights will be entitled to subscribe for additional shares of our common stock that remain unsubscribed as a result of any unexercised basic subscription rights (the “over-subscription privilege”). The over-subscription privilege allows a rights holder to subscribe for additional shares of our common stock at the subscription price. We refer to the basic subscription rights and over-subscription privilege as “rights” or “subscription rights.”

The total purchase price of shares of common stock offered in this rights offering will be up to $175.0 million. To the extent you properly exercise your over-subscription privilege for an amount of shares of common stock that exceeds the number of the unsubscribed shares of common stock available to you, the subscription agent will return to you any excess subscription payments, without interest or penalty, as soon as practicable following the expiration of the Rights Offering. We are not requiring a minimum individual or overall subscription to complete the Rights Offering. The subscription agent will hold in escrow the funds we receive from subscribing stockholders until we complete or terminate the Rights Offering. Subscription rights may only be exercised in aggregate for whole numbers of our common stock; fractional shares of common stock or cash in lieu of fractional shares of common stock will not be issued in the Rights Offering. Any fractional shares of common stock resulting from the exercise of the basic subscription right will be eliminated by rounding down to the nearest whole share of common stock.

The Rights Offering will commence on , 2024. The subscription rights will expire if they are not exercised by 5:00 p.m., New York City time, on , 2024, the expiration date of this rights offering. We may, in our sole discretion, extend the period for exercising the subscription rights. We will extend the duration of the Rights Offering as required by applicable law, and we may choose to extend it if we decide that changes in the market price of our common stock warrant an extension or if we decide to give investors more time to exercise their subscription rights in this rights offering. Once you have exercised your subscription right your exercise may not be revoked. The rights are transferable subject to the conditions of the Rights Offering, as described herein. Subscription rights that are not exercised by the expiration date of this rights offering will expire and will have no value. You should carefully consider whether or not to exercise your subscription rights before the expiration date.

See “The Rights Offering” for additional information.

Pershing Square Capital Management, L.P., which through investment funds advised by it is Howard Hughes Holdings Inc.’s (“HHH”) largest shareholder (“Pershing Square”), beneficially owns approximately % of our common stock before giving effect to the Rights Offering. We are in serious discussions with Pershing Square regarding a potential backstop agreement which would be entered into prior to the spin-off. Pursuant to that agreement, if finalized, Pershing Square would agree to (i) exercise its pro rata subscription right with respect to the Rights Offering and (ii) purchase from us, subject to the terms and conditions thereof, at the Rights Offering subscription price of $100 per share of common stock, any shares of our common stock not purchased upon the expiration of the Rights Offering, up to $175.0 million in the aggregate, such that the gross proceeds to us of the Rights Offering would be at least $175.0 million.

Prior to the distribution of our common stock in a spin-off transaction (the “spin-off”) by HHH on , 2024, there was no public market for our common stock. Following the spin-off, our common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “SEG.” On , 2024, the last reported sales price of our common stock on the NYSE was $ . As the rights are transferable, we expect the rights to trade on the NYSE under the symbol “ .” Prior to the Rights Offering, there has been no public market for the subscription rights and holders may not be able to resell rights offered under this prospectus. This may affect the pricing of the rights in the secondary market, the transparency and availability of trading prices and the liquidity of the rights.

An investment in our common stock involves significant risks. See “Risk Factors” beginning on page 22.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

In connection with this offering, Wells Fargo Securities, LLC, the dealer manager for this offering, will receive a fee for its marketing and soliciting services. See “Plan of Distribution.”

Neither we nor our board of directors makes any recommendation to holders regarding whether they should exercise or sell their subscription rights. As a result of the terms of this Rights Offering, stockholders who do not fully exercise their subscription rights will own, upon completion of this rights offering, a smaller proportional interest in our common stock than otherwise would be the case had they fully exercised their rights. See “Risk Factors” beginning on page 22 of this registration statement for more information.

If you have any questions or need further information about this Rights Offering, please call Georgeson LLC, our information agent for this Rights Offering, at . It is anticipated that delivery of the common stock purchased in this Rights Offering will be made on or about , 2024.

The dealer manager for the Rights Offering:

Wells Fargo Securities

The date of this prospectus is , 2024.

TABLE OF CONTENTS

i