SEC Comment Letter 0000000000-24-007260 to Seaport Entertainment Group Inc. (SEG, SEG-RI) (CIK 0002009684) (SEG)
Seaport Entertainment Group Inc. (SEG, SEG-RI) (CIK 0002009684)
Date: June 27, 2024 · CIK: 0002009684 · Accession: 0000000000-24-007260
AI Filing Summary & Sentiment
File numbers found in text: 001-42113
Letter
United States securities and exchange commission logo June 27, 2024 Anton D. Nikodemus Chief Executive Officer Seaport Entertainment Group Inc. 199 Water Street 28th Floor New York, NY 10038 Re:Seaport Entertainment Group Inc. Amendment No. 1 to Registration Statement on Form 10-12B Filed June 18, 2024 File No. 001-42113 Dear Anton D. Nikodemus: We have reviewed your filing and have the following comment(s). Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form 10-B, Filed June 18, 2024 Information Statement Unaudited Pro Forma Combined Financial Statements Unaudited Pro Forma Combined Balance Sheet, page 57 1.You state the terms of the new mortgage payable will require 17.5% of refinanced debt balance as cash collateral in the escrow account as a deposit. However, it is not clear if this is reflected in the pro forma balance sheet. Please advise and revise as appropriate. Liquidity and Capital Resources, page 83 2.You disclose in connection with the Refinanced 250 Water Street Term Loan you will enter into a total return swap. Please discuss your business purpose for entering into this swap and the specific transactions/activities you must perform in the operation of the swap, including whether you will be a payer or recipient of funds and the basis for payments/receipts. In doing the latter, discuss the expected impacts of the swap on your
FirstName LastNameAnton D. Nikodemus Comapany NameSeaport Entertainment Group Inc. June 27, 2024 Page 2 FirstName LastName Anton D. Nikodemus Seaport Entertainment Group Inc. June 27, 2024 Page 2 liquidity, financial position, cash flows and results. After considering the preceding, include material impacts of the swap in the pro forma financial information as appropriate. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Julian Kleindorfer
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United States securities and exchange commission logo
June 27, 2024
Anton D. Nikodemus
Chief Executive Officer
Seaport Entertainment Group Inc.
199 Water Street
28th Floor
New York, NY 10038
Re:Seaport Entertainment Group Inc.
Amendment No. 1 to Registration Statement on Form 10-12B
Filed June 18, 2024
File No. 001-42113
Dear Anton D. Nikodemus:
We have reviewed your filing and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-B, Filed June 18, 2024
Information Statement
Unaudited Pro Forma Combined Financial Statements
Unaudited Pro Forma Combined Balance Sheet, page 57
1.You state the terms of the new mortgage payable will require 17.5% of refinanced debt
balance as cash collateral in the escrow account as a deposit. However, it is not clear if
this is reflected in the pro forma balance sheet. Please advise and revise as appropriate.
Liquidity and Capital Resources, page 83
2.You disclose in connection with the Refinanced 250 Water Street Term Loan you will
enter into a total return swap. Please discuss your business purpose for entering into this
swap and the specific transactions/activities you must perform in the operation of the
swap, including whether you will be a payer or recipient of funds and the basis for
payments/receipts. In doing the latter, discuss the expected impacts of the swap on your
FirstName LastNameAnton D. Nikodemus
Comapany NameSeaport Entertainment Group Inc.
June 27, 2024 Page 2
FirstName LastName
Anton D. Nikodemus
Seaport Entertainment Group Inc.
June 27, 2024
Page 2
liquidity, financial position, cash flows and results. After considering the preceding,
include material impacts of the swap in the pro forma financial information as appropriate.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Julian Kleindorfer