Seaport Entertainment Group Announces Closing of Rights Offering
17 Octubre 2024 - 3:10PM
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.
Subscription rights holders who have participated in the Rights
Offering should expect to see the shares of Common Stock issued to
them in uncertificated book-entry form. Any excess subscription
payments received by Computershare Trust Company, N.A. (the
“Subscription Agent”) will be returned by the Subscription Agent to
such subscription rights holder via check without interest or
deduction.
The Rights Offering was made pursuant to the Company’s
registration statement (including a prospectus) on Form S-1 that
was filed with the Securities and Exchange Commission (the “SEC”)
and declared effective on September 18, 2024, and a prospectus
filed with the SEC on September 23, 2024. This press release shall
not constitute an offer to sell or a solicitation of an offer to
buy any of the rights, Common Stock, or any other securities, nor
shall there be any offer, solicitation, or sale of the rights,
Common Stock or any other securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful under
the securities laws of such state or jurisdiction. The Rights
Offering was made only by means of a prospectus, copies of which
were distributed to all eligible rights holders as of the record
date for the Rights Offering, and may be obtained free of charge at
the website maintained by the SEC at www.sec.gov.
Wells Fargo Securities acted as dealer manager in connection
with the Rights Offering.
About Seaport Entertainment Group (NYSE
American: SEG)
Seaport Entertainment Group (NYSE American: SEG) is a premier
entertainment and hospitality company formed to own, operate, and
develop a unique collection of assets positioned at the
intersection of entertainment and real estate. Seaport
Entertainment Group’s focus is to deliver unparalleled experiences
through a combination of restaurant, entertainment, sports, retail
and hospitality offerings integrated into one-of-a-kind real estate
that redefine entertainment and hospitality.
Safe Harbor and Forward-Looking
Statements
This press release includes forward-looking statements within
the meaning of the federal securities laws. Such forward-looking
statements include, but are not limited to, statements concerning
the Company’s plans, goals, objectives, outlook, expectations, and
intentions, including with respect to the Rights Offering,
including the anticipated use of proceeds. Forward-looking
statements are based on the Company’s current expectations and
involve risks and uncertainties that could cause actual results to
differ materially from those expressed or implied in such
forward-looking statements. Factors that could cause the Company’s
results to differ materially from current expectations include, but
are not limited to: risks related to macroeconomic conditions;
changes in discretionary consumer spending patterns or consumer
tastes or preferences; risks associated with the Company’s
investments in real estate assets and trends in the real estate
industry; the Company’s ability to obtain operating and development
capital on favorable terms, or at all; the Company’s ability to
renew its leases or re-lease available space; the Company’s ability
to compete effectively; the Company’s ability to successfully
identify, acquire, develop, and manage properties on terms that are
favorable to it; the impact of uncertainty around, and disruptions
to, the Company’s supply chain; risks related to the concentration
of the Company’s properties in Manhattan and the Las Vegas area;
extreme weather conditions or climate change that may cause
property damage or interrupt business; the impact of water and
electricity shortages on the Company’s business; the contamination
of the Company’s properties by hazardous or toxic substances;
catastrophic events or geopolitical conditions that may disrupt the
Company’s business; actual or threatened terrorist activity and
other acts of violence, or the perception of a heightened threat of
such events; risks related to the disruption or failure of
information technology networks and related systems; the Company’s
ability to attract and retain key personnel; the Company’s
inability to control certain properties due to the joint ownership
of such property; the significant influence Pershing Square has
over the Company; the ability to realize the anticipated benefits
of the Rights Offering, the financial and operating performance of
the Company following the Rights Offering; and the other factors
detailed in the Company’s Registration Statement filed on Form S-1
(Registration No. 333-279690), and related prospectus, as well as
other risks discussed in the Company’s filings with the SEC from
time to time. The forward-looking statements contained in this
press release speak only as of the date hereof. The Company
disclaims any duty to update the information herein, except as
required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241017164532/en/
Investor Relations: Seaport Entertainment Group Inc. T: (212)
732-8257 ir@seaportentertainment.com
Media Relations: The Door theseaport@thedooronline.com
Seaport Entertainment (AMEX:SEG)
Gráfica de Acción Histórica
De Oct 2024 a Nov 2024
Seaport Entertainment (AMEX:SEG)
Gráfica de Acción Histórica
De Nov 2023 a Nov 2024