Seaport Entertainment Group Announces Closing of Rights Offering

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NEW YORK, October 17, 2024--(BUSINESS WIRE)--Seaport Entertainment Group Inc. (NYSE American: SEG) (the "Seaport Entertainment Group," "SEG" or "Company") announced today the closing of its successful $175.0 million rights offering (the "Rights Offering"), which expired at 5:00 PM, New York City time, on October 10, 2024.

Pursuant to the terms of the Rights Offering, 6,509,084 shares of the Company’s common stock, par value $0.01 per share ("Common Stock") are being purchased pursuant to the exercise of basic subscription rights, and, of the 7,575,528 additional shares of Common Stock subscribed for under the over-subscription privilege, 490,916 additional shares of Common Stock are being purchased. Overall, the Rights Offering was over-subscribed, with total demand of 14,084,612 shares.

In the aggregate, the Company is issuing 7,000,000 shares of Common Stock at the subscription price of $25.00 per whole share for gross proceeds of $175.0 million to the Company. The Company expects to use the proceeds from the Rights Offering for general operating, working capital and other corporate purposes. After giving effect to the Rights Offering, the Company will have approximately 12.7 million shares of Common Stock issued and outstanding.

"We are pleased with the results of the rights offering and the outsized demand for our stock," said Anton Nikodemus, Chairman, President and Chief Executive Officer of Seaport Entertainment Group. "We believe this is a strong endorsement of our strategy and high-quality portfolio, and we appreciate the support from our shareholders during this process."

Pursuant to the terms of the Rights Offering, subscription rights holders who exercised their over-subscription privilege will receive the available shares of Common Stock pro rata based on the number of shares of Common Stock each holder subscribed for under the basic subscription right. Excess amounts for any over-subscribed or remaining fractional shares of Common Stock will be refunded to applicable subscription rights holders as soon as practicable via check without interest or deduction.

The Rights Offering was backstopped by investment funds advised by Pershing Square Capital Management, L.P. ("Pershing Square"). Pursuant to the backstop agreement between Pershing Square and the Company (the "Backstop Agreement"), Pershing Square fully exercised its pro rata subscription rights with respect to the Rights Offering, and Pershing Square will also receive additional shares through the exercise of its over-subscription privilege. Because the Rights Offering was over-subscribed, Pershing Square will not purchase any additional shares beyond those resulting from the exercise of its pro rata subscription rights and the exercise of its over-subscription privilege.

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