Correspondence 0001628280-24-039929 from Seaport Entertainment Group Inc. (SEG, SEG-RI) (CIK 0002009684) (SEG)
Seaport Entertainment Group Inc. (SEG, SEG-RI) (CIK 0002009684)
Date: Sept. 9, 2024 · CIK: 0002009684 · Accession: 0001628280-24-039929
AI Filing Summary & Sentiment
File numbers found in text: 333-279690
Referenced dates: September 9, 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
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September 9, 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 September 5, 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 September 9, 2024 relating to the Company’s Amendment No. 3 to Registration Statement on Form S-1 filed on September 5, 2024 (“Amendment No. 3”). Concurrently with the submission of this letter, the Company has publicly filed Amendment No. 4 to Registration Statement on Form S-1 (“Amendment No. 4”), 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. 4.
Material U.S. Federal Income Tax Consequences, page 165
1.Because it appears that counsel is providing a short-form tax opinion, revise this section to state that it constitutes counsel’s opinion, and revise counsel’s opinion to confirm that the discussion in the prospectus under this subheading constitutes its opinion, rather than stating that is constitutes an accurate summary. Refer to Staff Legal Bulletin No. 19 at our web-site for guidance.
Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 166 and 167 and the associated exhibit of Amendment No. 4.
* * *
September 9, 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 /s/ Julian Kleindorfer
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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 September 9, 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 September 5, 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 September 9, 2024 relating to the Company’s Amendment No. 3 to Registration Statement on Form S-1 filed on September 5, 2024 (“Amendment No. 3”). Concurrently with the submission of this letter, the Company has publicly filed Amendment No. 4 to Registration Statement on Form S-1 (“Amendment No. 4”), 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. 4. Material U.S. Federal Income Tax Consequences, page 165 1.Because it appears that counsel is providing a short-form tax opinion, revise this section to state that it constitutes counsel’s opinion, and revise counsel’s opinion to confirm that the discussion in the prospectus under this subheading constitutes its opinion, rather than stating that is constitutes an accurate summary. Refer to Staff Legal Bulletin No. 19 at our web-site for guidance. Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 166 and 167 and the associated exhibit of Amendment No. 4. * * * September 9, 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 /s/ Julian Kleindorfer Abigail Smith, Latham & Watkins LLP Julian Kleindorfer Alexa M. Berlin, Latham & Watkins LLP of LATHAM & WATKINS LLP Anton D. Nikodemus, Seaport Entertainment Group Inc. Bartholomew A. Sheehan, Sidley Austin LLP Jason A. Friedhoff, Sidley Austin LLP 2