NEW YORK, Sept. 23, 2024–(BUSINESS WIRE)–Seaport Entertainment Group, Inc. (NYSE American: SEG) (“Seaport Entertainment Group,” “SEG” or the “Company”) today announced that it has commenced its previously announced $175 million rights offering (the “Rights Offering”) to purchase up to 7,000,000 shares of its common stock.
The Rights Offering provides our shareholders as of the Record Date (defined below) with the opportunity to subscribe for a basic allotment of newly issued shares of our common stock in proportion to the number of shares held by each shareholder as of the Record Date. Each shareholder who exercises its full basic allotment will be granted an oversubscription privilege, which will give them the option to subscribe for any common shares remaining unsubscribed at the expiry of the Rights Offering, subject to certain ownership limits. If the total number of applications (basic allotment shares plus oversubscription shares) exceeds the number of shares offered in the Rights Offering, the total number of oversubscription shares will be apportioned among our shareholders who exercised their oversubscription privileges based on their respective basic allotment shares.
The Company will distribute to each holder of its common stock as of 5:00 p.m., New York time, on September 20, 2024 (the “Record Date”), transferable stock acquisition rights (“Rights”) to purchase shares of the Company’s common stock at an offer price of $25 per share. Each Record Date Holder will be issued one Right for each share of the Company’s common stock held on the Record Date. Each Right will entitle the holder to purchase 1.267683 shares of Common Stock. The Company will not issue fractional shares of Common Stock. Any fractional shares resulting from the exercise of a Right will be rounded down to the nearest whole share and any excess payments thereon will be refunded.
The Rights are backed by investment funds advised by Pershing Square Capital Management, LP (“Pershing Square”), which has agreed to (i) exercise the Rights and (ii) purchase from us, in accordance with the terms and conditions of the Rights, up to an aggregate of $175 million of our common shares not purchased at the expiration of the Rights at a rights price of $25 per share, resulting in aggregate proceeds to the Company from the Rights of $175 million.
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The offering of the Rights will expire at 5:00 p.m. (New York time) on October 10, 2024, unless extended by the Company. Regular trading of the Rights on NYSE American LLC (“NYSE American”) will begin on September 24, 2024 under the symbol “SEG RT” and continue until the close of trading on the NYSE American on October 9, 2024 (or, if the offering is extended, the first business day immediately preceding the extended expiration date). The Company reserves the right to amend or terminate the Rights at any time prior to the expiration date.
The common shares issuable upon exercise of the rights are expected to be listed on the NYSE American under the symbol “SEG,” similar to the Company’s existing common shares.
The Company intends to mail copies of the rights warrants and the prospectus for the rights warrants to shareholders as of the record date beginning on or about September 24, 2024 by the rights warrant issuer information agent. Shareholders who hold their common stock in “street name” through a brokerage account, bank or other nominee will not receive physical rights warrants and will need to instruct their broker, bank or nominee as to whether they wish to exercise their rights on their behalf. For questions or further information regarding the rights warrants, please call Georgeson LLC, the rights warrant issuer information agent, at (866) 410-6525.
Neither the Company nor its Board of Directors has made, and does not intend to make, any recommendation to shareholders regarding the exercise or sale of their stock acquisition rights. Shareholders must make their own independent investment decisions regarding the Company’s business and whether to exercise or sell their stock acquisition rights.
The Company intends to use the proceeds from the issuance of the Stock Acquisition Rights for general business, working capital and other corporate purposes.
The offering of the rights is being made pursuant to the Company’s registration statement on Form S-1 (including a prospectus) filed with the Securities and Exchange Commission (SEC) and effective September 18, 2024, and the prospectus filed today with the SEC. This press release does not constitute an offer to sell or the solicitation of an offer to buy the rights, the Company’s common stock or any other securities, nor will there be an offer, solicitation or sale of the rights, the Company’s common stock or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of any such state or jurisdiction. The offering of the rights is being made only by means of a prospectus. Copies of the prospectus will be distributed to all eligible stockholders as of the record date when available and may also be obtained free of charge at the website maintained by the SEC at www.sec.gov. Copies may also be obtained by contacting Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5), by emailing a request to WFScustomerservice@wellsfargo.com, or by contacting the information agent for the warrant offering.
Wells Fargo Securities is acting 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 formed to own, operate and develop a unique collection of properties located at the intersection of entertainment and real estate. Seaport Entertainment Group’s focus is to deliver unparalleled experiences through a combination of restaurants, entertainment, sports, retail and hospitality 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, goals, objectives, prospects, expectations and intentions, including with respect to the rights offering and the concurrent private placement, including the size, timing, pricing, expected proceeds and use of such proceeds. Forward-looking statements are based on the Company’s current expectations and involve 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 discretionary consumer spending patterns or consumer tastes or preferences, risks related to the Company’s investments in its real estate assets and trends in the real estate industry, the Company’s ability to raise or obtain operating and development capital on favorable terms, the Company’s ability to renew leases or re-lease available space. our ability to compete effectively, our ability to successfully identify, acquire, develop and manage real estate on terms favorable to us, the effects of uncertainties surrounding our supply chain and disruptions to our supply chain, risks related to the concentration of our real estate in the Manhattan and Las Vegas areas, extreme weather or climate change that could cause damage to our properties or interruption to our operations, the impact of water and power shortages on our operations, contamination of our properties with hazardous or toxic substances, catastrophic events or geopolitical conditions that could disrupt our operations, actual or threatened terrorist activities and other acts of violence or the perception of an increased threat of such events, risks related to disruptions or failures of information technology networks and related systems, our ability to attract and retain key personnel, our inability to manage certain properties due to our common ownership of such properties, and the significant influence that Pershing Square has over us. the ability to realize the expected benefits of the rights offering, the Company’s financial and operating performance following the rights offering, other factors detailed in the Company’s registration statement filed on Form S-1 (Registration No. 333-279690) and related prospectus, as well as other risks described in documents filed by the Company from time to time with the SEC. 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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