Seaport Entertainment Group Announces Preliminary Results of Rights Offering

NEW YORK, October 11, 2024–(BUSINESS WIRE)–Seaport Entertainment Group Inc. (NYSE American: SEG) (the “Seaport Entertainment Group,” “SEG,” or “Company”) today announced preliminary results of its previously announced 175.00 rights offering million U.S. dollars (the “Rights Offering”), which expired at 5:00 p.m. New York time on October 10, 2024 (the “Expiration Date”).

According to Computershare Trust Company, NA (the “Subscription Agent”), as of the Expiration Date, 4,651,166 basic subscription rights were exercised to purchase a total of 5,895,299 shares of the Company’s common stock, par value $0.01 (“Common Shares”). and 6,847,032 additional common shares were subscribed under the oversubscription privilege, subject to pro rata distribution.

The rights offering was oversubscribed. Pursuant to the terms of the Rights Offering, Rightsholders who have exercised their oversubscription rights will receive the available Common Shares pro rata based on the number of Common Shares each holder has subscribed under the Basic Rights Offering. Excess amounts for any oversubscribed or remaining fractional shares of common stock will be refunded to the respective warrant holders as quickly as possible by check without interest or deduction.

The rights offering was supported by investment funds advised by Pershing Square Capital Management, LP (“Pershing Square”). Pursuant to the backstop agreement between Pershing Square and the Company (the “Backstop Agreement”), Pershing Square has fully exercised its pro rata subscription rights with respect to the Rights Offering. Pershing Square may receive additional shares by exercising its oversubscription privilege. Because preliminary results indicate that the rights offering was oversubscribed, Pershing Square is not expected to purchase additional shares in excess of those resulting from the exercise of its pro rata subscription rights and the exercise of its oversubscription privilege.

The common shares issuable upon completion of the rights offering will be acquired at a subscription price of $25.00 per whole share. The Company expects the underwriter to distribute the common shares and the proceeds from the rights offering on or about October 17, 2024, subject to customary closing conditions.

The results of the Rights Offering are preliminary and may change until the Subscription Agent completes the subscription process. The Company expects to file a Current Report on Form 8-K on or about October 17, 2024, which will include the final results of the rights offering.

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If a holder of subscription rights has not exercised his subscription rights before the expiration date, such rights are forfeited, invalid and worthless. Rights holders who participated in the rights offering should expect that the common shares issued to them will be recorded in uncertificated form. Any excess subscription payments received by the subscription agent will be paid back by the subscription agent by check to the subscription right holder without interest or deductions.

The rights offering was made pursuant to the Company’s registration statement (including a prospectus) on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) and declared effective on September 18, 2024, and a prospectus filed with The SEC on September 23, 2024. This press release does not constitute an offer to sell or the solicitation of an offer to buy any rights, common stock or other securities, nor shall it constitute an offer, solicitation or sale of the rights, common stock or others Securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction. The rights offering was made solely by means of a prospectus, copies of which were distributed to all eligible rights holders as of the effective date of the rights offering and are available free of charge on the website maintained by the SEC at www.sec.gov.

Wells Fargo Securities acted as dealer manager in connection with the rights offering.

About Seaport Entertainment Group (NYSE American: SEG)

Seaport Entertainment Group (NYSE American: SEG) is a leading entertainment and hospitality company founded to own, operate and develop a unique collection of assets positioned at the intersection of entertainment and real estate. Seaport Entertainment Group’s focus is to deliver unparalleled experiences through a combination of dining, entertainment, sports, retail and hospitality offerings integrated into unique properties that redefine entertainment and hospitality.

Safe Harbor and Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the Company’s plans, objectives, prospects, expectations and intentions, including with respect to the Rights Offering and the Concurrent Private Placement, including the expected use of proceeds. Forward-looking statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause the Company’s results to differ materially from current expectations include, but are not limited to: risks related to macroeconomic conditions; changes in consumer discretionary consumption patterns or consumer tastes or preferences; risks associated with the Company’s investments in real estate assets and trends in the real estate industry; the Company’s ability to obtain working and development capital on favorable terms or at all; the Company’s ability to renew its leases or re-lease available space; the Company’s ability to compete effectively; the Company’s ability to successfully identify, acquire, develop and manage properties on terms favorable to the Company; the impact of uncertainties and disruptions in the Company’s supply chain; risks associated with the Company’s concentration of real estate in Manhattan and the Las Vegas area; extreme weather conditions or climate change, which may result in property damage or business interruption; the impact of water and electricity shortages on the Company’s business; contamination of Company property by hazardous or toxic substances; catastrophic events or geopolitical conditions that could disrupt the Company’s business; actual or threatened terrorist activities and other acts of violence or the perception of increased threat from such events; risks associated with disruption or failure of information technology networks and related systems; the Company’s ability to attract and retain key personnel; the Company’s inability to control certain properties due to its co-ownership of such properties; the significant impact that Pershing Square has on the Company; the ability to realize the expected benefits of the rights offering, the Company’s financial and operating performance following the rights offering; and the other factors set forth in the Company’s registration statement and related prospectus filed on Form S-1 (Registration No. 333-279690) and other risks discussed in the Company’s filings with the SEC from time to time . The forward-looking statements contained in this press release speak only as of the date hereof. The Company disclaims any obligation to update the information contained herein except as required by law.

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Contacts

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Seaport Entertainment Group Inc.
T: (212) 732-8257
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