SecProbe.io

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 March 12, 2026

Matthew M. Partridge
Chief Executive Officer
Seaport Entertainment Group Inc.
199 Water Street, 28th Floor
New York, NY 10038

 Re: Seaport Entertainment Group Inc.
 Registration Statement on Form S-3
 Filed March 10, 2026
 File No. 333-294163
Dear Matthew M. Partridge:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Nicholas Nalbantian at 202-551-7470 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Zach Swartz
</TEXT>
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 ​ Seaport Entertainment Group Inc. 199 Water Street, 28th Floor New York, NY 10038 March 12, 2026 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services ​ Attention: Nicholas Nalbantian ​ Re: Acceleration Request of Seaport Entertainment Group Inc. Registration Statement on Form S-3 (File No. 333-294163) ​ Dear Mr. Nalbantian: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Seaport Entertainment Group Inc., a Delaware corporation (the “Company”), hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 5:00 p.m., Eastern time, on March 16, 2026 or as soon thereafter as practicable. Once the above-referenced Registration Statement has been declared effective, please orally confirm that event with our counsel, Vinson & Elkins L.L.P., by telephoning Zach Swartz at (804) 327-6324. Thank you for your attention to this matter. [ Signature page follows ] ​ ​ Very truly yours, Seaport Entertainment Group Inc. ​ By: ​ ​ /s/ Matthew M. Partridge_________ Name: Matthew M. Partridge Title: President and Chief Executive Officer cc: Zach Swartz, Vinson & Elkins L.L.P. ​ 2

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Seaport Entertainment Group Inc.

199 Water Street, 28th Floor

New York, NY 10038

VIA EDGAR

September 16, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-4628

Attention: Nicholas Nalbantian, Mara Ransom

Re         Seaport Entertainment Group Inc.

Registration Statement on Form S-1 (File No. 333-279690)

Dear Mr. Nalbantian and Ms. Ransom:

Seaport Entertainment Group Inc., a Delaware Corporation (the “Company”), hereby respectfully requests that the effective date for its Registration Statement on Form S-1 (File No. 333-279690) (as amended to date, the “Registration Statement”) be accelerated so that the Registration Statement will become effective at 12:00 p.m. Eastern Time, on September 18, 2024, or as soon thereafter as is practicable, pursuant to Rule 461 under the Securities Act of 1933, as amended.

We request that we be notified of such effectiveness by a telephone call to Julian Kleindorfer of Latham & Watkins LLP, the Company’s counsel, at (213) 891-8371, or by email to julian.kleindorfer@lw.com.

[Signature page follows]

Sincerely,

SEAPORT ENTERTAINMENT GROUP INC.

By: /s/ Matthew M. Partridge

Name: Matthew M. Partridge

Title: Chief Financial Officer

cc:       Michael J. Haas, Latham & Watkins LLP

            Julian Kleindorfer, Latham & Watkins LLP

            Abigail Smith, Latham & Watkins LLP

            Alexa M. Berlin, Latham & Watkins LLP

September 9, 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. 3 to Registration Statement on Form S-1
Filed September 5, 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 August 27, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1, Filed September 5, 2024
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.

September 9, 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
cc:Julian Kleindorfer

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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

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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

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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 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 6, 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 May 24, 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 June 13, 2024 relating to the Company’s Registration Statement on Form S-1 filed on May 24, 2024 (the “Registration Statement”). Concurrently with the submission of this letter, the Company has publicly filed Amendment No. 1 on Form S-1 (“Amendment No. 1”), 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. 1.

Questions and Answers About the Rights Offering

Q. How was the $100 per whole sale of common stock subscription price established?, page vi

1.    Elaborate upon your discussion to explain whether or not the price per share you have set relates to the current public trading price of your parent, HHH, if at all. Acknowledge, as you do in your spin-off registration statement that HHH expects the trading price of its shares immediately following the spin-off to be lower than the “regular-way” trading price of such shares of common stock immediately prior to the distribution because the trading price will no longer reflect the value of the Seaport Entertainment business. In this regard, acknowledge that the price you have set represents a substantial premium to the current market price of HHH and quantify the market price as of date that the Board set the subscription price.

August 6, 2024

Page 2

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the methodology used to determine the price per share is set forth under the heading “The Rights Offering—Subscription Price.” Furthermore, the Company respectfully advises the Staff that the price per share does not represent a substantial premium to the market price of HHH.

General

2.    With reference to our review of your registration statement on Form 10-12B, filed May 23, 2024, please incorporate comments into this registration statement as appropriate.

Response: The Company respectfully advises the Staff that it has revised the Registration Statement to reflect the Staff’s comments, and the Company’s corresponding responses, to the registration statement on Form 10-12B, filed May 24, 2024 (the “Form 10”), as well as the Staff’s comments, and the Company’s corresponding responses, to Amendment No. 1 to the Form 10, filed June 18, 2024.

3.    Your revised disclosure confirms an intent to enter into a potential backstop agreement prior to the spin-off. Clarify whether any potential backstop agreement will be entered into prior to effectiveness of this registration statement or commencement of the rights offering.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure throughout Amendment No. 1 to reflect that the backstop agreement was entered into prior to the Company’s spin-off from Howard Hughes Holdings Inc.

4.    Throughout your registration statement you indicate that the potential backstop agreement would ensure that you receive a "minimum level" of gross proceeds of "at least" $175 million, and yet $175 million seems to represent the maximum amount of your overall rights offering. Revise to remove your references to "at least" and refer to such amount, if agreed upon, as the maximum amount of proceeds.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure  throughout Amendment No. 1 to remove references to “at least.”

5.    We note that in this amendment the Dilution section has been removed. As this appears to be a materially dilutive issuance, please revise your registration statement to furnish the information required by Item 506 of Regulation S-K related to dilution under a separate heading or tell us why you believe you are not required to do so.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 61 of Amendment No. 1.

*     *     *

2

August 6, 2024

Page 3

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 /s/ Julian Kleindorfer

 Alexa M. Berlin, Latham & Watkins LLP 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

3

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Seaport Entertainment Group Inc.

199 Water Street, 28th Floor

New York, NY 10038

VIA EDGAR

July 22, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-4628

Attention: Nicholas Nalbantian, Mara Ransom

Re:       Seaport Entertainment Group Inc.

Registration Statement on Form 10-12B (File No. 001-42113)

Dear Mr. Nalbantian and Ms. Ransom:

Seaport Entertainment Group Inc., a Delaware Corporation (the “Company”), hereby respectfully requests that the effective date for its Registration Statement on Form 10-12B (File No. 001-42113) (as amended to date, the “Registration Statement”) be accelerated so that the Registration Statement will become effective at 4:00 p.m. Eastern Time, on July 24, 2024, or as soon thereafter as is practicable, pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2 thereunder.

We request that we be notified of such effectiveness by a telephone call to Julian Kleindorfer of Latham & Watkins LLP, the Company’s counsel, at (213) 891-8371, or by email to julian.kleindorfer@lw.com.

[Signature page follows]

Sincerely,

SEAPORT ENTERTAINMENT GROUP INC.

By: /s/ Anton D. Nikodemus

Name: Anton D. Nikodemus

Title: Chief Executive Officer

cc:  Michael J. Haas, Latham & Watkins LLP

 Julian Kleindorfer, Latham & Watkins LLP

 Abigail Smith, Latham & Watkins LLP

 Alexa M. Berlin, Latham & Watkins LLP

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 355 South Grand Avenue, Suite 100

 Los Angeles, California  90071-1560

 Tel: +1.213.485.1234  Fax: +1.213.891.8763

 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

July 12, 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: Robert Shapiro, Doug Jones

 Nicholas Nalbantian, Mara Ransom

Re: Seaport Entertainment Group Inc.

 Amendment No. 2 to Registration Statement on Form 10-12B

 Filed July 1, 2024

 File No. 001-42113

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 July 8, 2024 relating to the Company’s Amendment No. 2 to the Registration Statement on Form 10-12B filed on July 1, 2024. Concurrently with the submission of this letter, the Company has publicly filed Amendment No. 3 to the Registration Statement on Form 10-12B (“Amendment No. 3”), 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. 3.

Information Statement

Unaudited Pro Forma Combined Financial Statements, page 55

1.    Refer to your response to prior comment 1 and related revised disclosure. Please explain to us why the escrow associated with the refinanced debt for 250 Water Street is recorded in other assets instead of restricted cash. Disclosure on page F-11 states restricted cash reflects amounts segregated in escrow accounts primarily related to 250 Water Street.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the escrow associated with the refinanced debt for 250 Water Street is recorded as a deposit in other

July 12, 2024

Page 2

assets instead of restricted cash. Generally, amounts recorded in restricted cash are held in the Company’s name and the Company would still have general access and control over the funds in the account with certain restrictions. In this case, however, the deposit amount associated with the refinanced debt for 250 Water Street is held by Mizuho as collateral towards the overall financing and the Company does not have access or control over this deposit amount.

The restricted cash disclosure on page F-11 relates to development activity at 250 Water Street, not the 250 Water Street loan referenced above. The amount recorded to restricted cash relates to a $40 million escrow account held in the Company’s name by the City of New York. The development of 250 Water Street required a transfer of development rights from one area of the Seaport District to 250 Water Street and the City of New York required a payment of $40 million. However, the City’s approvals were challenged in court before the payment was made and the City of New York then required that the funds be held in escrow until all litigation is resolved. If all approvals are upheld, the escrow amount will be released to the City of New York as payment for the transfer of development rights. If the approvals are not upheld, the funds will be returned to the Company. Please refer to Note 7. Commitments and Contingencies to the Unaudited Condensed Combined Financial Statements for more details.

Description of Certain Indebtedness

250 Water Street Term Loan and Total Return Swap, page 137

2.    Refer to your response to prior comment 2 and related revised disclosure. Please clarify if the basis for payments and receipts for the term loan and associated total return swap is the principal amount of the term loan. If either is associated with some other basis, describe that basis and how it factors into amounts transferred. In connection with this, reconcile your disclosure here with that on page 35 regarding the risk factor about the 250 Water Street total return swap that says the swap is based on the change in the market value of the assets underlying the swap. From this it appears the basis is the market value of the property at 250 Water Street. Further, explain to us, and disclose to the extent meaningful, why the loan with the swap was structured in the fashion described. For example, discuss if this is related to your creditworthiness, and if so, how this structure is representative of it.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the basis for payments and receipts for the term loan and the associated total return swap is the principal amount of the term loan, and only the principal amount of the term loan. Neither the basis for payments and receipts for the term loan nor the associated total return swap is associated with any other basis.  In light of the Staff’s comment, the Company has revised the disclosure on page 35 to remove this risk factor.

With respect to the Staff’s comments regarding why the loan with the swap was structured in the fashion described and whether it is related to the creditworthiness of the Company, the Company respectfully advises the Staff that the Company is not privy to the reasons behind the lender’s decision to structure the loan in such a way. As noted in the Company’s prior response, the Company did not request this structure, and the lender was not willing to match the same terms without it. The Company was seeking the best possible financing terms and they were only offered in this particular structure. Other options offered by other lenders where a straight term loan without a total return swap was offered were less advantageous.

*     *     *

2

July 12, 2024

Page 3

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,

/s/ Julian Kleindorfer

Julian Kleindorfer

of LATHAM & WATKINS LLP

cc: Michael J. Haas, Latham & Watkins LLP

 Abigail Smith, Latham & Watkins LLP

 Alexa M. Berlin, Latham & Watkins LLP

 Anton D. Nikodemus, Seaport Entertainment Group Inc.

3

July 8, 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. 2 to Registration Statement on Form 10-12B
Filed July 1, 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 and any amendment you may file in response to this letter,
we may have additional comments.
Amendment No. 2 to Registration Statement on Form 10-B, Filed July 1, 2024
Information Statement
Unaudited Pro Forma Combined Financial Statements, page 55
1.Refer to your response to prior comment 1 and related revised disclosure. Please explain
to us why the escrow associated with the refinanced debt for 250 Water Street is recorded
in other assets instead of restricted cash. Disclosure on page F-11 states restricted cash
reflects amounts segregated in escrow accounts primarily related to 250 Water Street.

Description of Certain Indebtedness
250 Water Street Term Loan and Total Return Swap, page 137
Refer to your response to prior comment 2 and related revised disclosure. Please clarify if
the basis for payments and receipts for the term loan and associated total return swap is
the principal amount of the term loan. If either is associated with some other basis, 2.

July 8, 2024
Page 2
describe that basis and how it factors into amounts transferred. In connection with this,
reconcile your disclosure here with that on page 35 regarding the risk factor about the 250
Water Street total return swap that says the swap is based on the change in the market
value of the assets underlying the swap. From this it appears the basis is the market value
of the property at 250 Water Street. Further, explain to us, and disclose to the extent
meaningful, why the loan with the swap was structured in the fashion described. For
example, discuss if this is related to your creditworthiness, and if so, how this structure is
representative of it.
            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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 355 South Grand Avenue, Suite 100

Los Angeles, California  90071-1560

Tel: +1.213.485.1234  Fax: +1.213.891.8763

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

July 1, 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:

 Robert Shapiro, Doug Jones

 Nicholas Nalbantian, Mara Ransom

Re:

 Seaport Entertainment Group Inc.

 Amendment No. 1 to Registration Statement on Form 10-12B

 Filed June 18, 2024

 File No. 001-42113

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 June 27, 2024 relating to the Company’s Amendment No. 1 to the Registration Statement on Form 10-12B filed on June 18, 2024. Concurrently with the submission of this letter, the Company has publicly filed Amendment No. 2 to Registration Statement on Form 10-12B (“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.

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.

July 1, 2024

Page 2

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the adjusted cash collateral in the escrow account as a deposit is reflected in the pro forma balance sheet contained in the Unaudited Pro Forma Combined Financial Statements presented in Amendment No. 1.  In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 61 and 62 of Amendment No. 2 to further clarify.

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 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.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the lender that quoted the best interest rate, ultimately calculated at SOFR + 4.5%, offered it only with a combination of a Term Loan and the Total Return Swap; an arrangement that accomplished the same rate without the associated swap was not available.

This assumed interest rate is the combination of the interest rates on two instruments: (1) the Refinanced 250 Water Street Term Loan pursuant to which the Company is obligated to pay SOFR plus 5.0% to the lender; and (2) the Total Return Swap, pursuant to which the Company is entitled to receive 0.5% from the lender.

The specific transactions performed in the operation of the swap are follows:

1.The Company pays SOFR plus 4.5% to a subsidiary of the lender (the set rate); and

2.The subsidiary of the lender pays SOFR plus 5.0% to the Company (the asset return).

The net effect is that the Company receives 0.5%, as described above.  These movements occur functionally concurrently on a monthly basis and are netted against one another.

In light of the foregoing, the expected impact of the swap on the Company’s liquidity, financial position, cash flows and results is limited to the reduction of overall costs to the Company of the financing arrangements by functionally fixing the premium over SOFR that the Company is required to pay the lender to an amount 50 basis points lower than we otherwise would have obtained, as noted above.

However, in response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure under the heading “Description of Certain Indebtedness” on page 137 and note (j) of the Unaudited Pro Forma Combined Financial Statements  on pages 61 and 62 of Amendment No. 2.

*     *     *

2

July 1, 2024

Page 3

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,

/s/ Julian Kleindorfer

Julian Kleindorfer

of LATHAM & WATKINS LLP

cc:

 Michael J. Haas, Latham & Watkins, LLP

 Abigail Smith, Latham & Watkins, LLP

 Alexa M. Berlin, Latham & Watkins, LLP

 Anton D. Nikodemus, Seaport Entertainment Group Inc.

3

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

CORRESP
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 1271 Avenue of the Americas

New York, New York  10020-1401

Tel: +1.212.906.1200  Fax: +1.212.751.4864

www.lw.com

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June 18, 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: Robert Shapiro, Doug Jones

 Nicholas Nalbantian, Mara Ransom

Re: Seaport Entertainment Group Inc.

 Registration Statement on Form 10-12B

 Filed May 24, 2024

 File No. 001-42113

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 June 13, 2024 relating to the Company’s Registration Statement on Form 10-12B filed on May 24, 2024 (the “Registration Statement”). Concurrently with the submission of this letter, the Company has publicly filed Amendment No. 1 to Registration Statement on Form 10-12B (“Amendment No. 1”), 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. 1.

June 18, 2024

Page 2

Information Statement

Information Statement Summary, page 1

1.We note your disclosure on page 19 describing doubt about your ability to continue as a going concern. Please include such disclosure in this section, including whether you expect that your existing cash balances will be sufficient to meet working capital and capital expenditure needs for the next twelve months in each place where you otherwise discuss your “Balance Sheet Positioned to Support Growth.” Also include your net losses and accumulated deficit. Finally, disclose the amount of debt that you anticipate incurring in the next 12 months and clearly explain the risk to investors. Please make corresponding updates to the disclosure you have on page 19.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 4, 20 and 94 of Amendment No. 1. Note, however, that the Company respectfully advises that it has omitted disclosure regarding accumulated deficit due to the historical financial statements presented in the Registration Statement having been prepared on a combined basis and the Company’s equity being fully comprised of net parent investment. As a result, there is no accumulated deficit.

Unaudited Pro Forma Combined Financial Statements, page 51

2.Please explain to us the basis for reflecting the contemplated $175 million Rights Offering that you expect to conduct as a follow on offering after your separation from HHH as a probable transaction for inclusion in the pro forma financial statements in accordance with Article 11 of Regulation S-X.

Response:  In response to the Staff’s comment, the Company respectfully advises the Staff that the Company has concluded that the Rights Offering that it plans to launch after its separation from HHH qualifies as a probable transaction for inclusion in the pro forma financial statements because, prior to requesting effectiveness for the Registration Statement, the Company expects to have entered into an agreement with Pershing Square Capital Management, L.P. (“Pershing Square”) regarding an expected $175 million backstop for the Rights Offering (the “Backstop Agreement”), therefore providing reasonable assurance as to receipt by the Company of the contractual amount of the backstop. Entry into the Backstop Agreement has also been added as a condition to the distribution in the Separation and Distribution Agreement in the disclosure. For the foregoing reasons, the Company has concluded that the inclusion of the contractual backstop amount of $175 million is in accordance with Article 11 of Regulation S-X.

Furthermore, in response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages iv, 2, 91 and 131 of Amendment No. 1.

3.Please update the introductory information to state the pro forma information also reflects the anticipated refinancing of the $115 million mortgage payable on 250 Water Street. Refer to Rule 11-02(a)(2)(i) of Regulation S-X.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 55 of Amendment No. 1.

2

June 18, 2024

Page 3

Unaudited Pro Forma Combined Statements of Operations

For the Three Months Ended March 31, 2024 and for the Year Ended December 31, 2023, page 55

4.In regard to note (j), please show in detail how the adjustment amounts for interest expense, guarantee fee expense and loss on debt extinguishment presented in each period, as applicable, were determined.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 62 of Amendment No. 1.

Notes to Unaudited Pro Forma Combined Financial Statements

Transaction Accounting Adjustments, page 57

5.In regard to note (f), please disclose the number of common shares of HHH and how this amount was determined in arriving at your weighted average number of shares outstanding of 3,100. Additionally, explain to us why you have not included in the weighted average number of shares the number of shares associated with the rights offering, the proceeds of which are reflected in the pro forma financial information.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 61 of Amendment No. 1, which includes the requested explanation.

6.Referencing footnote (j), please explain to us and disclose how the contemplated new mortgage of $61.3 million on 250 Water Street and adjustment of $53.6 million were determined and the basis for HHH paying the difference between the existing and contemplated new mortgages. Also, disclose the timing for when you expect the refinancing of the mortgage payable on 250 Water Street to be completed and if the separation transaction is contingent upon this occurring.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that HHH determined the repayment amount on the 250 Water Street loan of $53.6 million that is reflected as an adjustment in footnote (j) to the pro forma financial statements, resulting in the new balance for the Company after completion of the separation transactions of $61.3 million, in light of a determination to ensure that the Company had financial flexibility and was not overly leveraged and to ensure that the Company’s loan-to-value calculations met the lender’s underwriting criteria with a significant margin of safety. The Company also respectfully advises the Staff that it has revised the disclosure on page 61 of Amendment No. 1.

HHH expects the refinancing of the mortgage payable on 250 Water Street to be completed prior to the separation transactions, as reflected in the revised disclosure on page 137.

*     *     *

3

June 18, 2024

Page 4

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,

   /s/ Julian Kleindorfer

   Julian Kleindorfer

   of LATHAM & WATKINS LLP

cc: Michael J. Haas, Latham & Watkins, LLP

 Abigail Smith, Latham & Watkins, LLP

 Alexa M. Berlin, Latham & Watkins, LLP

 Anton D. Nikodemus, Seaport Entertainment Group Inc.

4

United States securities and exchange commission logo
June 13, 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.
Registration Statement on Form S-1
Filed May 24, 2024
File No. 333-279690
Dear Anton D. Nikodemus:
            We have conducted a limited review of your 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.
Registration Statement on Form S-1, Filed May 24, 2024
Questions and Answers About the Rights Offering
Q. How was the $100 per whole sale of common stock subscription price established?, page vi
1.Elaborate upon your discussion to explain whether or not the price per share you have set
relates to the current public trading price of your parent, HHH, if at all. Acknowledge, as
you do in your spin-off registration statement that HHH expects the trading price of its
shares immediately following the spin-off to be lower than the “regular-way” trading price
of such shares of common stock immediately prior to the distribution because the trading
price will no longer reflect the value of the Seaport Entertainment business. In this regard,
acknowledge that the price you have set represents a substantial premium to the current
market price of HHH and quantify the market price as of date that the Board set the
subscription price.

 FirstName LastNameAnton D. Nikodemus
 Comapany NameSeaport Entertainment Group Inc.
 June 13, 2024 Page 2
 FirstName LastName
Anton D. Nikodemus
Seaport Entertainment Group Inc.
June 13, 2024
Page 2
General
2.With reference to our review of your registration statement on Form 10-12B, filed May
23, 2024, please incorporate comments into this registration statement as appropriate.
3.Your revised disclosure confirms an intent to enter into a potential backstop agreement
prior to the spin-off. Clarify whether any potential backstop agreement will be entered
into prior to effectiveness of this registration statement or commencement of the rights
offering.
4.Throughout your registration statement you indicate that the potential backstop agreement
would ensure that you receive a "minimum level" of gross proceeds of "at least" $175
million, and yet $175 million seems to represent the maximum amount of your overall
rights offering. Revise to remove your references to "at least" and refer to such amount, if
agreed upon, as the maximum amount of proceeds.
5.We note that in this amendment the Dilution section has been removed. As this appears to
be a materially dilutive issuance, please revise your registration statement to furnish the
information required by Item 506 of Regulation S-K related to dilution under a separate
heading or tell us why you believe you are not required to do so.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
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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

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 Century City Paris

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 Houston Tel Aviv

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 Los Angeles Washington, D.C.

 Madrid

May 23, 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.

  Draft Registration Statement on Form S-1

  Submitted February 13, 2024

  CIK No. 002009684

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 March 12, 2024 relating to the Company’s Draft Registration Statement on Form S-1 confidentially submitted on February 13, 2024. Concurrently with the submission of this letter, the Company has publicly filed the Registration Statement on Form S-1 (the “Registration Statement”), 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 the Registration Statement.

Questions and Answers About the Rights Offering, page iii

1.Please clarify both here and in the Rights Offering Summary section whether the Common Stocks underlying your subscription rights are being registered at this time.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages iii and 14 of the Registration Statement.

May 23, 2024

Page 2

2.Revise to address whether and when you might retain the right to amend the terms of the rights offering and, if so, how you intend to advise shareholders of such changes.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page v of the Registration Statement.

“What if there are an insufficient number of shares of common stock to satisfy the over-subscription requests?”, page iii

3.Clarify to state the reason why there might be an insufficient number of shares available for issuance pursuant to the over-subscription rights (i.e. that the rights offering is oversubscribed relative to what is being offered).

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page iv of the Registration Statement.

“How do I exercise my subscription rights?”, page iv

4.Please provide additional details to distinguish the process for shareholders, if any, between the “basic subscription right” and the “over-subscription privilege.” As one example only, if shareholders wish to subscribe and exercise both their basic subscription right and their over-subscription privilege, must they do so in one payment? If in one payment, then please provide a more detailed explanation as to how shareholders are to calculate the amount of shares they are to submit for their over-subscription privilege if they want to maximize their allocation.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page v of the Registration Statement.

“How will the rights offering affect Pershing Square’s ownership of our common stock?”, page vii

5.We note your indication that you will enter into a registration rights agreement with Pershing for the shares purchased pursuant to the backstop agreement. Clarify whether you expect a lock-up period with respect to those shares once issued, if known.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it is still negotiating the terms of the registration rights with Pershing Square, but it will revise the disclosure to clarify whether there will be a lock-up period once such terms are finalized.

Exhibits

6.We note your disclosure on page vi, and elsewhere in the registration statement, that “we believe and intend to take the position that a holder’s receipt or exercise of rights should generally be nontaxable for U.S. federal income tax purposes.” Please revise to include a tax opinion as Exhibit 8.1, as it appears the transaction would be tax-free to a holder exercising their rights, and, therefore, material to investors. Refer to Section III.A.2. of Staff Legal Bulletin No. 19. Alternatively, tell us why you believe an opinion is not required.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it will include a tax opinion as Exhibit 8.1 to the Registration Statement in a subsequent amendment.

May 23, 2024

Page 3

General

7.With reference to our review of your registration statement on Form 10-12B, submitted February 13, 2024, please incorporate comments into this registration statement as appropriate.

Response: The Company respectfully advises the Staff that it has revised the Registration Statement to reflect the Staff’s comments, and the Company’s corresponding responses, to the draft registration statement on Form 10-12B confidentially submitted to the Staff on February 13, 2024 (the “Form 10”), as well as the Staff’s comments, and the Company’s corresponding responses, to Amendment No. 1 to the Form 10 confidentially submitted to the Staff on March 26, 2024.

8.You make references to “a distribution” throughout this prospectus but it appears that some references are referring to the distribution of shares in connection with the separation and spin-off while other references are referring to the distribution of subscription rights pursuant to this registration statement. Consider revising for clarity.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the Registration Statement to distinguish between the distribution of shares in connection with the spin-off and the distribution of subscription rights.

*     *     *

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

 /s/ Julian Kleindorfer

 Alexa M. Berlin, Latham & Watkins, LLP

 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

CORRESP
1
filename1.htm

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 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

May 23, 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: Robert Shapiro, Doug Jones

 Nicholas Nalbantian, Mara Ransom

Re: Seaport Entertainment Group Inc.

 Amendment No. 1 to Draft Registration Statement on Form 10-12B

 Submitted March 26, 2024

 CIK No. 002009684

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 April 8, 2024 relating to the Company’s Amendment No. 1 to Draft Registration Statement on Form 10-12B confidentially submitted on March 26, 2024. Concurrently with the submission of this letter, the Company has publicly filed the Registration Statement on Form 10-12B (the “Registration Statement”), 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 the Registration Statement.

Information Statement

Questions and Answers...

“What are the conditions to the distribution?”, page iv

May 23, 2024

Page 2

1.We note your response to prior comment 1 and reissue in part. We acknowledge the additional disclosure that HHH may waive any or all of these conditions; however, please address specifically whether the spin-off is contingent upon an exchange's approval of your listing application or please confirm to us that a spin-off may still proceed without an exchange's approval.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that, as is standard in spin-off transactions, the HHH board of directors will retain the ability to waive any and all conditions to the spin-off, including the condition that an exchange has approved the Company’s listing application. However, the Company further respectfully advises the Staff that it believes this condition will be satisfied.

Risk Factors

Risks Related to the Separation and Our Relationship with HHH

HHH may compete with us, page 35

2.We note your new disclosure on page 101 describing the Separation Agreement, including that the term of the Separation Agreement is indefinite. Considering that the Separation Agreement provides HHH with privileges that your other competitors do not have, please include disclosure identifying the Separation Agreement as a source of HHH’s potential competitive advantage.

Response:  In response to the Staff’s comment, the Company respectfully advises the Staff that it does not believe the Separation Agreement is a source of potential competitive advantage for HHH because its primary purpose is to facilitate the separation of the Company from HHH. Although the term of the agreement is indefinite, the operative provisions that continue after the consummation of the spin-off are generally designed to ensure that the separation is properly effected, such as by outlining indemnification obligations and covenants to transfer misallocated assets and liabilities.

General Risks

We may be subject to legal proceedings or investigations, the resolution of which could negatively affect our business, financial…, page 43

3.We note your new disclosure on page 22 stating that you are subject to various lawsuits related to the 250 Water Street development. Please update this risk factor if the risk is no longer hypothetical.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 47 of the Registration Statement.

Segment Operating Results

Hospitality, page 65

4.Revise to provide additional attribution to the specific causes of the $10.0 million decrease in food and beverage revenue which you indicate is due to reduced restaurant performance as a result of poor weather conditions, fewer private events, and the closure of a restaurant concept in the fourth quarter of 2022.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 74 of the Registration Statement.

Business

Competitive Strengths

May 23, 2024

Page 3

Scalable Platform, page 76

5.We note your response to prior comment 18. Please expand on what is meant by “concept changes” so potential investors can better understand the significance of excluding such impact.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 91 through 92 of the Registration Statement.

*     *     *

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,

 /s/ Julian Kleindorfer

 Julian Kleindorfer

 of LATHAM & WATKINS LLP

cc: Michael J. Haas, Latham & Watkins, LLP

 Abigail Smith, Latham & Watkins, LLP

 Alexa M. Berlin, Latham & Watkins, LLP

 Anton D. Nikodemus, Seaport Entertainment Group Inc.

 Bartholomew A. Sheehan, Sidley Austin LLP

 Jason A. Friedhoff, Sidley Austin LLP

United States securities and exchange commission logo
April 8, 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 Draft Registration Statement on Form 10-12B
Submitted March 26, 2024
CIK 002009684
Dear Anton D. Nikodemus:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
March 12, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form 10-12B, Submitted March 26, 2024
Information Statement
Questions and Answers...
"What are the conditions to the distribution?", page iv
1.We note your response to prior comment 1 and reissue in part. We acknowledge the
additional disclosure that HHH may waive any or all of these conditions; however, please
address specifically whether the spin-off is contingent upon an exchange's approval of
your listing application or please confirm to us that a spin-off may still proceed without an
exchange's approval.

 FirstName LastNameAnton D.  Nikodemus
 Comapany NameSeaport Entertainment Group Inc.
 April 8, 2024 Page 2
 FirstName LastName
Anton D.  Nikodemus
Seaport Entertainment Group Inc.
April 8, 2024
Page 2
Risk Factors
Risks Related to the Separation and Our Relationship with HHH
HHH may compete with us., page 35
2.We note your new disclosure on page 101 describing the Separation Agreement, including
that the term of the Separation Agreement is indefinite. Considering that the Separation
Agreement provides HHH with privileges that your other competitors do not have, please
include disclosure identifying the Separation Agreement as a source of HHH's potential
competitive advantage.
General Risks
We may be subject to legal proceedings or investigations, the resolution of which could
negatively affect our business, financial..., page 43
3.We note your new disclosure on page 22 stating that you are subject to various lawsuits
related to the 250 Water Street development. Please update this risk factor if the risk is no
longer hypothetical.
Segment Operating Results
Hospitality, page 65
4.Revise to provide additional attribution to the specific causes of the $10.0 million
decrease in food and beverage revenue which you indicate is due to reduced restaurant
performance as a result of poor weather conditions, fewer private events, and the closure
of a restaurant concept in the fourth quarter of 2022.
Business
Competitive Strengths
Scalable Platform, page 76
5.We note your response to prior comment 18. Please expand on what is meant by "concept
changes" so potential investors can better understand the significance of excluding such
impact.

 FirstName LastNameAnton D.  Nikodemus
 Comapany NameSeaport Entertainment Group Inc.
 April 8, 2024 Page 3
 FirstName LastName
Anton D.  Nikodemus
Seaport Entertainment Group Inc.
April 8, 2024
Page 3
            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

United States securities and exchange commission logo
March 12, 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.
Draft Registration Statement on Form S-1
Submitted February 13, 2024
CIK 002009684
Dear Anton D. Nikodemus:
            We have conducted a limited review of your draft registration statement and have the
following comment(s).
            Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR. 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 the information you provide in response to this letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form S-1, Submitted February 13, 2024
Questions and Answers About the Rights Offering, page iii
1.Please clarify both here and in the Rights Offering Summary section whether the Common
Stocks underlying your subscription rights are being registered at this time.
2.Revise to address whether and when you might retain the right to amend the terms of the
rights offering and, if so, how you intend to advise shareholders of such changes.

 FirstName LastNameAnton D. Nikodemus
 Comapany NameSeaport Entertainment Group Inc.
 March 12, 2024 Page 2
 FirstName LastName
Anton D. Nikodemus
Seaport Entertainment Group Inc.
March 12, 2024
Page 2
What if there are an insufficient number of shares of common stock to satisfy the over-
subscription requests?, page iii
3.Clarify to state the reason why there might be an insufficient number of shares available
for issuance pursuant to the over-subscription rights (i.e. that the rights offering is over-
subscribed relative to what is being offered).
How do I exercise my subscription rights?, page iv
4.Please provide additional details to distinguish the process for shareholders, if any,
between the "basic subscription right" and the "over-subscription privilege." As one
example only, if shareholders wish to subscribe and exercise both their basic subscription
right and their over-subscription privilege, must they do so in one payment? If in one
payment, then please provide a more detailed explanation as to how shareholders are to
calculate the amount of shares they are to submit for their over-subscription privilege if
they want to maximize their allocation.
How will the rights offering affect Pershing Square's ownership of our common stock?, page vii
5.We note your indication that you will enter into a registration rights agreement with
Pershing for the shares purchased pursuant to the backstop agreement. Clarify whether
you expect a lock-up period with respect to those shares once issued, if known.
Exhibits
6.We note your disclosure on page vi, and elsewhere in the registration statement, that "we
believe and intend to take the position that a holder’s receipt or exercise of rights should
generally be nontaxable for U.S. federal income tax purposes." Please revise to include a
tax opinion as Exhibit 8.1, as it appears the transaction would be tax-free to a holder
exercising their rights, and, therefore, material to investors. Refer to Section III.A.2. of
Staff Legal Bulletin No. 19. Alternatively, tell us why you believe an opinion is not
required.
General
7.With reference to our review of your registration statement on Form 10-12B, submitted
February 13, 2024, please incorporate comments into this registration statement as
appropriate.
8.You make references to "a distribution" throughout this prospectus but it appears that
some references are referring to the distribution of shares in connection with the
separation and spin-off while other references are referring to the distribution of
subscription rights pursuant to this registration statement. Consider revising for clarity.

 FirstName LastNameAnton D. Nikodemus
 Comapany NameSeaport Entertainment Group Inc.
 March 12, 2024 Page 3
 FirstName LastName
Anton D. Nikodemus
Seaport Entertainment Group Inc.
March 12, 2024
Page 3
            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.
            We also remind you that your registration statement must be on file no later than 48 hours
prior to the requested effective date and time. Refer to Rules 460 and 461 regarding requests for
acceleration. Please allow adequate time for us to review any amendment prior to the requested
effective date of the registration statement.
            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