SEC Comment Letter 0000000000-24-009732 to Seaport Entertainment Group Inc. (SEG, SEG-RI) (CIK 0002009684) (SEG)
Seaport Entertainment Group Inc. (SEG, SEG-RI) (CIK 0002009684)
Date: Aug. 27, 2024 · CIK: 0002009684 · Accession: 0000000000-24-009732
AI Filing Summary & Sentiment
File numbers found in text: 333-279690
Referenced dates: March 12, 2024
Letter
August 27, 2024 Anton D. Nikodemus Chief Executive Officer Seaport Entertainment Group Inc. 99 Water Street 28th Floor New York, NY 10038 Re:Seaport Entertainment Group Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed August 7, 2024 File No. 333-279690 Dear Anton D. Nikodemus: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our June 13, 2024 letter. Amendment No. 1 to Registration Statement on Form S-1, Filed August 7, 2024 Questions and Answers About the Rights Offering Q.How will the Rights Offering affect Pershing Square's ownership of our common stock?, page ix 1.With reference to prior comment 5 in our letter dated March 12, 2024, we reissue in part. We note the indication in the backstop agreement that you have provided Pershing Square with registration rights. It would appear that these registration rights do not include a lock-up period with respect to those shares once registered. Please state as much here, if true.
August 27, 2024 Page 2 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
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August 27, 2024
Anton D. Nikodemus
Chief Executive Officer
Seaport Entertainment Group Inc.
99 Water Street
28th Floor
New York, NY 10038
Re:Seaport Entertainment Group Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 7, 2024
File No. 333-279690
Dear Anton D. Nikodemus:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 13, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1, Filed August 7, 2024
Questions and Answers About the Rights Offering
Q.How will the Rights Offering affect Pershing Square's ownership of our common stock?, page
ix
1.With reference to prior comment 5 in our letter dated March 12, 2024, we reissue in
part. We note the indication in the backstop agreement that you have provided Pershing
Square with registration rights. It would appear that these registration rights do not
include a lock-up period with respect to those shares once registered. Please state as much
here, if true.
August 27, 2024
Page 2
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