Correspondence 0001628280-24-038561 from 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: 0001628280-24-038561
AI Filing Summary & Sentiment
File numbers found in text: 333-279690
Referenced dates: August 27, 2024, March 12, 2024
Letter
Document
1271 Avenue of the Americas
New York, New York 10020-1401
Tel: +1.212.906.1200 Fax: +1.212.751.4864
www.lw.com
FIRM / AFFILIATE OFFICES
Austin Milan
Beijing Munich
Boston New York
Brussels Orange County
Century City Paris
Chicago Riyadh
Dubai San Diego
Düsseldorf San Francisco
Frankfurt Seoul
Hamburg Silicon Valley
Hong Kong Singapore
Houston Tel Aviv
London Tokyo
Los Angeles Washington, D.C.
Madrid
August 27, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention: Nicholas Nalbantian, Mara Ransom
Re: Seaport Entertainment Group Inc.
Registration Statement on Form S-1
Filed August 7, 2024
File No. 333-279690
Ladies and Gentlemen:
On behalf of our client, Seaport Entertainment Group Inc. (the “Company”), set forth below are the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission in their letter dated August 27, 2024 relating to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed on August 7, 2024 (“Amendment No. 1”). Concurrently with the submission of this letter, the Company has publicly filed Amendment No. 2 to Registration Statement on Form S-1 (“Amendment No. 2”), which reflects the revisions described herein and certain other updated information.
For ease of reference, the text of the comments in the Staff’s letter has been reproduced in italics herein, with the Company’s response immediately following each numbered comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 2.
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.
Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page ix of Amendment No. 2.
* * *
August 27, 2024
Page 2
Should you have any comments or questions regarding the foregoing, please call me at (213) 891-8371 or e-mail me at julian.kleindorfer@lw.com, or Abigail Smith at (202) 637-3391 or abigail.smith@lw.com. Thank you in advance for your attention to this matter.
Very truly yours,
cc: Michael J. Haas, Latham & Watkins LLP
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CORRESP 1 filename1.htm Document 1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. Madrid August 27, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Nicholas Nalbantian, Mara Ransom Re: Seaport Entertainment Group Inc. Registration Statement on Form S-1 Filed August 7, 2024 File No. 333-279690 Ladies and Gentlemen: On behalf of our client, Seaport Entertainment Group Inc. (the “Company”), set forth below are the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission in their letter dated August 27, 2024 relating to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed on August 7, 2024 (“Amendment No. 1”). Concurrently with the submission of this letter, the Company has publicly filed Amendment No. 2 to Registration Statement on Form S-1 (“Amendment No. 2”), which reflects the revisions described herein and certain other updated information. For ease of reference, the text of the comments in the Staff’s letter has been reproduced in italics herein, with the Company’s response immediately following each numbered comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 2. 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. Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page ix of Amendment No. 2. * * * August 27, 2024 Page 2 Should you have any comments or questions regarding the foregoing, please call me at (213) 891-8371 or e-mail me at julian.kleindorfer@lw.com, or Abigail Smith at (202) 637-3391 or abigail.smith@lw.com. Thank you in advance for your attention to this matter. Very truly yours, cc: Michael J. Haas, Latham & Watkins LLP Abigail Smith, Latham & Watkins LLP Alexa M. Berlin, Latham & Watkins LLP /s/ Julian Kleindorfer Anton D. Nikodemus, Seaport Entertainment Group Inc. of LATHAM & WATKINS LLP Bartholomew A. Sheehan, Sidley Austin LLP Jason A. Friedhoff, Sidley Austin LLP 2