Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2025, Seaport Entertainment Operations, LLC (“Assignee”), an indirect subsidiary of Seaport Entertainment Group Inc. (the “Company”), HHC Seafood Market Member, LLC, an indirect subsidiary of the Company (“HHC Seafood”), and VS-Fulton Seafood Market LLC (“VS-Fulton” and together with HHC Seafood, “Assignors”), a wholly owned subsidiary of Jean-Georges Restaurants (“JG”), entered into a Membership Interest Transfer Agreement pursuant to which the Assignors transferred 100% of their interests (the “Transfer”) in Fulton Seafood Market, LLC (the “Joint Venture”) to Assignee.
As a result of the Transfer, Assignee became the sole member of Fulton Seafood Market, LLC, and Assignee amended, restated and replaced the Second Amended and Restated Limited Liability Company Agreement of the Joint Venture to reflect the fact that Assignee is now the sole member of Fulton Seafood Market, LLC.
Notwithstanding the foregoing, the Company, through its subsidiaries, continues to own a 25% minority interest in JG.
Item 7.01 Regulation FD Disclosure.
Pursuant to the Market Hall Management Agreement, dated as of July 1, 2020 (the “Management Agreement”), by and between the Joint Venture and Creative Culinary Management Company LLC, an indirect wholly owned subsidiary of JG (“CCMC”), CCMC was retained as an independent contractor to manage and operate certain food and beverage businesses in the Tin Building. As a result of Assignors transferring 100% of their interests in the Joint Venture to Assignee, the Management Agreement was terminated.
On June 30, 2025, indirect subsidiaries of the Company and wholly owned subsidiaries of JG entered into license agreements with respect to the license of certain intellectual property of JG for the Tin Building and the Fulton Restaurant (collectively, the “License Agreements”).
As part of the restructuring transactions described above and in consideration of entry into the License Agreements, on July 1, 2025, Seaport Entertainment Management, LLC (“SEM”), an indirect subsidiary of the Company, provided notice to CCMC terminating certain management agreements between CCMC and affiliates of the Company. As a result, the Services Agreement, dated as of January 1, 2025, by and among SEM, CCMC and the Company has been terminated pursuant to its terms.
The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
