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Yet Another Value Podcast · · 70 min

Plural Investing's Chris Waller on the entertainment and hospitality turnaround at Seaport $SEG

Andrew WalkerChris Waller

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TL;DR
  • Chris Waller’s thesis is that Seaport Entertainment’s stabilized assets may already cover its roughly $250 million market cap before investors pay anything for the turnaround. Howard Hughes invested an estimated $1.5 billion in the portfolio; SEG now has roughly $50 million of net cash, while Waller values the stock near $50 in three years versus about $20 during the discussion. The less-certain assets are ones investors “in some ways get for free.”

  • The immediate problem is a real cash burn, not merely bad optics. In the seasonally weak fourth quarter, operating cash flow was negative $7 million and equity losses—principally the Tin Building—were another $9 million, for roughly $16 million burned before capex. Management’s three levers are Tin Building cost cuts, lower corporate overhead, and more visitors to a district whose traffic problem Waller calls “the single most important thing.”

  • The 75,000-square-foot, 20-year Meow Wolf lease could transform Pier 17 from underused office space into the district’s traffic engine. Pier 17 may currently draw slightly under 1 million annual visitors, while Meow Wolf’s Las Vegas location alone attracts more than 1 million; management hopes New York can do likewise after opening in 2027. Waller cannot guarantee success, but calls it “as close to a guarantee as you will get” from a new concept.

  • The Tin Building’s turnaround requires both an incentive reset and operating simplification. The luxury food hall produces just over $30 million of revenue against roughly $70 million of expense; after taking control of operator CCMC, SEG can close weak concepts, expand successful restaurants, consolidate operations and procurement, and reduce excessive labor. Waller’s rough bridge is costs falling toward $50 million and revenue rising toward $50 million—break-even, not a heroic profit outcome.

  • 250 Water Street is the clearest potential catalyst because its monetization could return a material percentage of SEG’s entire equity value. The fully approved site supports 545,000 square feet of mostly residential development and carries 421-a tax benefits; Waller estimates a possible $160 million sale, or roughly $100 million after its $60 million nonrecourse mortgage. A joint venture could preserve upside, but Walker prefers the “bird in the hand” of cash.

  • The remaining asset stack supplies additional downside support and largely unpriced optionality. Waller estimates the fully leased Fulton Market Building at roughly $100 million to $110 million, while approximately $175 million was invested in the Las Vegas Ballpark and Aviators. He assigns no value to SEG’s 80% interest in air rights above Fashion Show Mall, making them a binary option rather than a necessary thesis input.

  • The spin-off and rights offering created unusually favorable technical conditions for buyers below $25. Former Howard Hughes holders received an unwanted “bad company,” while rights-offering arbitrageurs had reasons to sell; meanwhile, Pershing Square backstopped the $25 offering, was prepared to own as much as 70%, and ultimately increased its holding from 38% to 40%. Walker reads that commitment as evidence Bill Ackman saw value “much, much higher” than $25, while also raising governance and capital-allocation concerns about concentrated ownership.

  • The bear case is that the turnaround takes too long—or simply never arrives—while the company consumes its cash. Tin Building cuts could damage service without lifting demand, Meow Wolf might fail to translate locally, and management could misallocate the balance sheet; moreover, successful changes require severance, closures, and upfront investment before benefits appear. Because Meow Wolf was still roughly 21 months away, the discussion’s closing requirement was patience: “small company by market cap, but unusually complicated.”

Digest · the substance, structured for research

1. SEG is an orphaned spin whose complexity obscures the asset base

  • Howard Hughes spun Seaport Entertainment out in July 2024 because its entertainment, hospitality, and development assets did not fit Howard Hughes’s master-planned-community business. Existing holders regarded the loss-making collection as the “bad company” and had little reason to retain what was only a small piece of their former investment.

  • Waller’s starting arithmetic is deliberately stark: Howard Hughes invested about $1.5 billion across the properties, while SEG trades around a $250 million market cap with approximately $160 million of cash, $115 million of debt, some preferred stock, and roughly $50 million of net cash. His three-year estimate is about $50 per share from a contemporaneous price near $20.

  • The market’s difficulty is asset-level opacity. Investors can see the Tin Building’s losses, but cannot obtain comparable financials for Pier 17 and most other properties; instead they confront “a ballpark,” air rights, undeveloped land, a food hall, and a pier. Waller argues that detailed diligence can recover economics the company does not make “readily available.”

  • Walker’s pushback—worth keeping—is that the waterfront location reduces surrounding density: one side is water, another is a highway, and the subway is roughly ten minutes away. Waller agrees this made a commuter-oriented food hall a poor fit, but says the same setting creates premium Brooklyn Bridge and East River views for apartments, concerts, and destination entertainment.

2. The cash burn is the thesis’s immediate clock

  • Fourth-quarter operating cash flow was negative $7 million, with another $9 million of equity losses, principally from the Tin Building. That is roughly $16 million burned before capex in a seasonally weak quarter, although maintenance capex should be modest and redevelopment spending will add separately.

  • Walker noted that SEG’s share decline followed an article about visiting “the food hall that’s losing $100,000 per day.” His framing was unsparing: ample cash does not resolve the issue because “you can’t burn cash this long and have cash on your balance sheet.”

  • Waller divides the remedy into three levers: right-size the Tin Building, reduce “massively inflated” corporate expense, and draw substantially more people into the neighborhood. The third matters most in the long term because weak traffic is not merely one property’s defect; the Tin Building’s losses are partly “a symptom of that broader problem.”

3. The $25 rights offering is both valuation signal and technical overhang

  • The spin fed selling by Howard Hughes holders, while the rights offering created another transient constituency. Investors could buy at $25 through their rights and oversubscription privilege, then sell any shares trading above that level; Waller believes this produced selling pressure without corresponding fundamental demand.

  • The striking feature for Walker is that $25 was chosen before SEG began trading. Pershing Square, which owned 38% at the spin, backstopped the roughly $200 million offering and was prepared to reach approximately 70% ownership; oversubscription ultimately limited it to an additional 2%, leaving it at 40%.

  • Waller suspects Bill Ackman regarded $25 as “incredibly attractive” and difficult to lose money on over time, particularly because 70% ownership of a listed company could create complications. Walker therefore views a roughly $20 share price as a 20% discount to a price already intended to be compelling.

  • The host nevertheless raised an “Ackman discount”: could a 40% holder impose an externally managed structure or other unfavorable allocation? Waller notes there were easier ways to discard SEG if that were Ackman’s sole objective; at sufficiently low prices, the more relevant possibility might be that a potential acquirer simply acquires the whole company.

4. Meow Wolf turns Pier 17 from office liability into a traffic anchor

  • Pier 17 contains a rooftop concert venue moving from a summer schedule toward year-round use, ground-floor restaurants and smaller concepts, and roughly 215,000 square feet of office space that was about half vacant. Its pre-COVID office design became the management team’s largest redevelopment challenge.

  • A previously unproductive restaurant space representing about one-quarter of the relevant area was quickly leased to Jōtō, a restaurant-nightclub concept. The larger win was Meow Wolf’s 75,000-square-foot, 20-year lease for an immersive attraction expected to open in 2027.

  • Walker contrasted Meow Wolf with ESPN’s former studio footprint: a beautiful televised backdrop might occupy enormous space for only several anchors and camera operators, whereas an attraction can bring hundreds of visitors daily. His verdict was “check, check, check”—the tenant fills space, drives traffic, and creates customers for restaurants and retail.

  • Waller estimates Pier 17 currently draws slightly under 1 million people annually across concerts, restaurants, and offices; Meow Wolf’s Las Vegas attraction alone draws more than 1 million. A successful New York opening could more than double pier traffic, strengthen leasing of the remaining space, and create multiple spending moments: “Meow Wolf and then…the Tin Building.”

5. The Tin Building combined the wrong concept with distorted incentives

  • The Tin Building is a high-end food hall and market containing roughly 15 to 20 restaurants, cafés, bars, grocery, and retail concepts. It borrowed Eataly’s mixed format but pursued a more luxurious, Harrods-inspired positioning—an awkward match for a waterfront site without dense adjacent office traffic.

  • Its economics are the thesis’s ugliest numbers: slightly above $30 million of annual revenue against roughly $70 million of expense. SEG is also the landlord and receives approximately $10 million to $11 million of rent, but Waller does not expect the operating business itself “ever to make a substantial profit.”

  • Jean-Georges’s company supplied the labor and services while also holding a profit interest. Because SEG first had to recover accumulated losses before Jean-Georges could share future profits, Waller sees little remaining profit incentive—but an ongoing incentive to supply more high-quality services and collect payment, whether or not the incremental cost produced proportional revenue.

  • Walker’s on-the-ground example captures the mismatch: beautiful fish displayed on ice and premium steaks consumed space and labor, yet across seven or eight visits he never saw anyone inspect the fish besides his 15-month-old daughter. He believed he had heard some grocery presence might be required, but argued its footprint and presentation could still be reduced and reconfigured.

6. Breaking even requires concept triage, shared operations, and attainable sales density

  • SEG’s January takeover of CCMC, the company operating the Tin Building, shifts it from capital provider to operating controller. Almost the entire senior team had changed over the prior 12 to 18 months, including hires from Eataly’s successful New York locations.

  • The operating plan is to close unsuccessful restaurants, give their space to concepts already constrained by demand, and greatly reduce unproductive grocery and retail. Rather than staffing and purchasing for 15 to 20 independent businesses, management can consolidate concepts and head chefs and run procurement as a single operating system.

  • Labor currently runs near 80% of revenue, while staffing is far higher than sales benchmarks imply. Management had already reduced employees by roughly 20%, with possible rehiring for selected roles; Waller also sees substantial opportunity in unclear general, administrative, and non-food expenses.

  • Revenue benchmarks make his bridge less fanciful: the Tin Building generates about $600 per square foot, versus $2,000 to $2,400 at Chelsea Market, Eataly, and Flatiron, while nonprofit-run Pier 57—a waterfront, highway-adjacent comparison—reaches roughly $900. Waller’s path is expenses from $70 million toward $50 million and revenue from $30 million toward $50 million, with district traffic supplying the final increment.

7. 250 Water Street can convert approved development rights into liquidity

  • The undeveloped 250 Water Street site is fully approved for 545,000 square feet of mixed-use construction, predominantly apartments overlooking the Brooklyn Bridge and East River. Waller emphasizes the rarity of assembling that much Manhattan land without demolition, plus 421-a benefits that eliminate residential property taxes under the stated structure.

  • Because SEG’s management specializes in consumer, hospitality, and entertainment operations rather than ground-up development, management is exploring a sale or joint venture. Waller estimates a sale around $160 million; after the property’s roughly $60 million nonrecourse mortgage, SEG could receive about $100 million in net proceeds—nearly half its current market capitalization.

  • Walker believes a friend told him the property had recently appeared in commercial listings and expects resolution within roughly two years because the tax benefits carry development timing requirements. He prefers cash today, but concedes that a fully funded partnership leaving SEG with perhaps 20% of the completed building could be economically comparable while adding hundreds of district residents.

8. Fulton Market and Las Vegas add hard value plus free options

  • Fulton Market Building offers the cleanest stabilized valuation. The 115,000-square-foot property is fully leased to three tenants, including Lawn Club; using roughly $85 per square foot of rent, $10 million of revenue, $6.5 million of EBIT, and a 6% cap rate, Waller derives about $110 million and rounds it to $100 million.

  • Together, Fulton Market and Waller’s net estimate for 250 Water Street approximate SEG’s entire market capitalization. That leaves Pier 17, the Tin Building’s recovery, the cobblestoned historic district, vacant retail, and Las Vegas assets outside the core downside-support calculation.

  • SEG also owns the Las Vegas Ballpark and the Aviators Triple-A baseball team, into which approximately $150 million and $25 million were invested, respectively. The assets carry some debt, but increased use of the ballpark and the Athletics’ planned Las Vegas arrival might raise awareness and attendance rather than cannibalize it; Walker said people he spoke with pointed to precedents where this had happened.

  • SEG owns 80% of the air rights above Fashion Show Mall, with Brookfield holding 20% and representing a natural developer. Waller assigns them zero because monetization is binary and the Las Vegas hotel pipeline over the next couple of years is quite full; Walker calls them a “free call option,” carrying little burn and potentially meaningful value whenever development demand returns.

9. The bear case is persistent burn, failed attractions, or renewed capital indiscipline

  • Waller’s primary loss scenario is straightforward: SEG exhausts its existing cash and must raise more. That could happen if Tin Building cuts reduce service and customers without creating sufficient savings, successful restaurants fail to scale, and revenue remains far below comparable food halls.

  • The district strategy also depends heavily on Meow Wolf translating to New York. Its success in seven or eight other locations is strong evidence, not certainty; if it fails locally and management cannot lease the remaining Pier 17 space, the expected visitor flywheel will not emerge.

  • Capital allocation is the other explicit risk because previous ownership created today’s expensive, loss-making configuration. Walker hopes Ackman’s 40% position restrains any “dumb stuff with their cash,” while Waller stresses that the new management team is not wedded to the former luxury-food-hall philosophy and that the CEO and CFO’s upside is substantially tied to the stock price rather than base compensation.

  • Q4 was never a fair test of changes initiated around January 1, and reported numbers may worsen before improving: severance costs money, closed concepts temporarily earn zero, and new tenants require upfront investment. With Meow Wolf still roughly 21 months away, the discussion’s closing formulation is both opportunity and warning: SEG is “small by market cap, but unusually complicated.”

Full transcript
Andrew Walker

With me today, I'm happy to have on, I believe for the third time, my friend, the founder of Plural Investing and Hidden Gems, Chris Waller. Chris, how's it going?

Chris Waller

Thank you, Andrew. It's great to be back. Thanks for having me on for a third time.

Andrew Walker

Chris, it's the third time, which, for those on YouTube, raises the question: Where's the hat, my friend? Where's the hat?

Chris Waller

That's a good point. I do have that hat somewhere, but I haven't got it with me right now.

Andrew Walker

Let me start this podcast the way I do every podcast: a quick disclaimer to remind everyone that nothing on the podcast is investing advice. That's always true, but I'll add an extra disclosure. I can only speak for myself, but I think I speak for Chris, too: I have a position in the stock we're going to talk about today. You should keep in mind that I am very much talking my own book, as Chris is talking his own book.

We've got those disclaimers out of the way. Chris, the company we're going to talk about today is Seaport Entertainment. The ticker here is SEG. As I mentioned, I have a position in it. You did a fantastically detailed write-up on your site, Hidden Gems. I'll include a link to it in the show notes.

I say it's fantastically written because when I have a position the size that I have in Seaport, I generally don't expect to find anything new when I'm reading write-ups and stuff. You had some nuggets, especially some on-the-ground research, that I thought were really interesting—some thoughts on developments and everything. We'll probably talk about all that. I just wanted to mention how good the report is for listeners.

Why don't we back up a bit and kick us off with what Seaport Entertainment is?

Chris Waller

Thanks, Andrew, and thanks for the comment on the report. Seaport Entertainment is a company that was spun out of Howard Hughes in July 2024. As many of the people watching and listening may know, Howard Hughes is a real estate firm, but Seaport had a collection of assets that was very different from Howard Hughes's traditional business. The company was spun out for that reason.

Seaport, or SEG, is a collection of loss-making and complicated properties, primarily in the Seaport District of New York, but they also have some assets in Las Vegas. This is a pool of assets that has essentially been dragging down Howard Hughes's stock for a number of years, and I think the stock has probably been sold off by former shareholders since the spin.

Just to give you some context as to why I thought this was really interesting, my estimate is that Howard Hughes invested about $1.5 billion over a number of years into this pool of properties. Today, Seaport's market cap is about $250 million, and the company has $50 million of net cash. That's split roughly between $115 million of debt and a little bit of preferred stock, non-recourse on 2 of the properties, and about $160 million of cash.

When you take a step back, many of these properties are in an area of New York that should be attractive. The Seaport District is in Lower Manhattan. It overlooks the Brooklyn Bridge, it's on the East River, and it's about a 10-minute walk from Wall Street. This is really an area that should be prime real estate but has been neglected over a number of years.

Howard Hughes invested to rebuild some of these properties and construct new ones, but they don't really have a background in entertainment and hospitality, which is where the new management team is coming in and looking to take this destination. Both the new CEO and CFO have the right background for this, I think. They both moved their families to New York to take this opportunity, and I think their upside is going to be largely determined through the stock price rather than their base compensation. So I think that gives a good indication that they believe they can recover a good chunk of the value.

The stock today is at about $20 per share. I think they could probably recover it to about $50 in 3 years, which obviously means there's quite significant upside. I also think that a couple of these properties are in a more stabilized position, meaning that we can more reliably estimate what their values are. Those properties alone, I think, cover the entire market cap today. Then you get everything else, which I think has a lot of upside but is more uncertain. In some ways, you get that for free, so I quite like the risk-reward from that perspective.

The last thing I think is worth commenting on is that Pershing Square owned 38% of this business at the time of the spin. Bill Ackman was chairman of Howard Hughes for 13 years, including at the time that this spin-off was announced.

Interestingly, although the spin-off happened in July, in October they did a rights offering to essentially fund the company with cash to cover the current losses and make the investments necessary to turn it around. Pershing Square backstopped that rights offering at $25 a share. In fact, that meant they could have ended up owning up to 70% of the company.

In the end, the offering was oversubscribed, so they didn't need to do that, but they did add another 2% to their position through the oversubscription privilege. They own 40% of the company today. That's basically where things stand, and I can give you an overview of which are the key properties. Maybe we'll talk about that in a second.

Andrew Walker

That's a great overview. It's so funny because with Seaport, you can go, as you've done and as I've done, really granular and start inspecting the Seaport District literally building by building, or you can just say, at a high level, they put a lot of capital into these things.

There are lots of areas I want to discuss with you here, but let me start with the general question I always like to start with. The market is a competitive place. What are you seeing that the market is missing that makes you—and, you know, I disclose that I've got a position too—believe that this is a risk-adjusted alpha opportunity?

Chris Waller

The disclosures with this company were very limited, certainly on a property-by-property basis. There's only really 1 property where you can get financials for, which is a food hall called the Tin Building, which is losing a lot of money. I'm sure we'll definitely be getting to that.

Essentially, all the other properties, including what I think is the most valuable property—Pier 17, which I think could be worth as much as everything else put together—don't have property-by-property financials available. There are just very limited disclosures.

What a lot of investors are seeing is a cash-burning and very complicated pool of assets with limited disclosures. They own a ballpark, air rights, undeveloped land, a food hall, and a pier. It's quite difficult to get a handle on what this is really worth and how this gets turned around.

As a result, a lot of the focus from investors right now is on cash burn, particularly at the Tin Building. That is really the big focus, when in fact I think most of the value at the company is going to be around the pier and the neighborhood more holistically rather than 1 specific property in the Tin Building.

I just think this is 1 where you can do a lot of diligence and uncover a lot of the economics and detail that the company is not making readily available.

Andrew Walker

Let's start with cash burn. I say that for 2 reasons. Number 1, you mentioned the Tin Building, and we'll talk about the Tin Building in particular. But it is not lost on me that, I believe it was in mid-January, there was an article published—I can't remember if it was a quote or if the headline was—“I went to the food hall that's losing $100,000 per day.”

Because the Tin Building is losing $100,000 per day. It’s not lost on me that since that article came out, the stock has been straight down. The number one question I get from investors on Seaport is about the cash burn.

We’ll talk about individual properties and stuff in a second, but I’d love to talk about the overall cash burn. Go look at the financials—anyone can look. The cash burn is very high here. They’ve got a ton of cash on the balance sheet, but you can’t burn cash this long and have cash on your balance sheet. I’d love to talk about the cash burn, what’s driving it, and what the outlook for it is.

Chris Waller

To put that into context, they just released results for Q4, which is the first quarter post-spin-off and post-rights offering as well. A lot of the changes have not taken place, and this is a seasonally weak quarter because the number of visitors to this location is much higher in the summer.

Just to give everyone some context, operating cash flow in that quarter was negative $7 million. Equity losses were another $9 million, and that is where the Tin Building is booked because it’s actually an equity investment. So that’s about $16 million in 1 quarter before capex.

In terms of maintenance capex, there isn’t a lot because of the nature of these properties, but there will be some growth capex to redevelop them, and that will come on top. So that’s obviously a lot of cash burn for 1 quarter.

What you can see from that is that about half, or maybe even a bit more than half, of the cash burn is currently at the Tin Building. There are a number of things we could talk about in terms of how they’re going to bring that down to 0, but I think there are a few big levers the company can pull at a high level.

At the Tin Building, there’s a lot of cost-cutting that I think is possible, and we’ll go through what that is. The second thing is that, if you look at the central cost—the corporate expense of the company—it’s been massively inflated if you look at their previous financials. The company is doing a lot to bring that down, and they did bring it down in the quarter. They talked about how there’s quite a bit more they can do to bring that down.

The third thing, which is probably the most important in the long term, is increasing the number of people going to this neighborhood. That is the single most important thing. This neighborhood of New York is about 10 minutes from the subway, so it’s a little bit out of the way for New Yorkers. There just aren’t enough people going to this area, and the cash burn at the Tin Building is partly a symptom of that broader problem.

This is where Pier 17, the attractions they’re bringing to it, and what they’re doing at some of these other properties are really going to help increase the number of people coming to this neighborhood. That will improve the economics at all the buildings.

Andrew Walker

I want to pick out a point there because it’s another thing that I talk to people about and they debate with me. The Seaport, as you mentioned, for those who don’t know, is in southern Manhattan, all the way down by the East River, and it’s about a 10-minute walk from the subway. It’s also against the water.

I’ve heard people push back and say, “This very simple bull case is that they control a whole district in Manhattan. How often do you have the chance to do that?” If the old cliché is that real estate in Manhattan goes up, you control a whole district. You can zone it, you can plan it, and that’s going to be worth a fortune over time as the city continues to grow.

The pushback I continue to hear is, “It’s against the water and it’s 10 minutes from the subway, so you’re actually missing something.” If you’re in the middle of Manhattan, you have people who can come from both directions and you have really easy access to the subway. They’ll say, “It’s a 10-minute walk, you’ve got the water on the other side, so the density isn’t great,” and they’ll push back on a lot of that.

I have my own thoughts there, but you’re the guest. I’d love to get your thoughts on that pushback. Is the district really that valuable?

Chris Waller

It’s both a strength and a weakness, and the management, or the previous management, did not do a good job of capitalizing on the strengths and mitigating the weaknesses.

Where it’s a weakness is if you build a food hall like the Tin Building next to the water. On one side, you’ve got no people coming in because it’s on the water, and on the other side there’s actually a highway. It’s a bit out of the way. It’s not like Eataly, which is a food hall concept typically in the middle of numerous office buildings, where you have those office workers coming in every day.

If that’s going to be the concept, then the location is going to be a big problem, and that is 1 of the reasons why the Tin Building is losing so much money.

Where it can be a strength is with 1 of the key properties they have called 250 Water Street, which is currently an undeveloped piece of land, but is zoned for a 545,000-square-foot residential building and an office building that’s going to have views overlooking the Brooklyn Bridge and the East River. That’s really going to make those apartments premium apartments.

They basically have to reorient this. If you look at the Pier, for example, it has a rooftop overlooking the water, the Brooklyn Bridge, and the Manhattan skyline, and it’s been highly successful. I think it’s really just about how management changes the concepts to take advantage of this.

The other thing I would say is that if you go back 15 or 20 years, this was a popular destination for workers in the Financial District after work because it is within walking distance, and it was a very busy neighborhood for that reason.

What happened is that it essentially got neglected. There have been other developments farther west in Manhattan, around 1 World Trade Center, with different shopping malls and concepts there. Then Hurricane Sandy had a very significant impact, with the Seaport being on the water.

You’ve got these different factors that have meant a location that should really be a strength has actually become a weakness. But I think that can be turned around.

Andrew Walker

I completely agree with you. Would you rather the location be Times Square, where there are 100 different subways and you literally get off and you’re there? Sure. But there’s a price for everything.

There are plenty of examples of things on the far-out Upper West Side, and some of the developments just south of Hell’s Kitchen, that are very far from the subway system and are still hugely successful. As you said, the water is both a blessing and a curse.

To me, I look at this at a $250 million market cap. We’ll definitely talk about 250 Water Street in a second. We can talk about the stadium and all these different things. I just say it feels like you get multiple ways to win and not a lot of ways to lose.

One thing I want to mention before we start diving into the things: I’d be remiss because if people Google around, they’ll find my write-up on this pretty quickly. One of the things that initially attracted me here was the setup.

Howard Hughes—I’d encourage anyone who’s interested in the idea to go read Howard Hughes’ history here. For years, they were saying this was going to be the premier development in all of Manhattan. They thought they were going to sell it to a sovereign wealth fund at a 2% cap rate or something. Go read the other history here.

The thing that attracted me was that this was a spin-off into a rights offering. Whenever I hear “spin-off,” my ears perk up. Whenever I hear “rights offering,” my ears perk up. A spin-off into a rights offering—I haven’t seen 1 of those done since before I was an investor. These are the things of legends. That’s what got me involved.

I quickly want to talk about how this came about and maybe the opportunity set and overhang from that, if all of that makes sense.

Chris Waller

The background is that Howard Hughes is a company that believes it has successfully developed a lot of these master-planned communities where it has a lot of control, but its share price hasn’t, in its view, really reflected that.

Meanwhile, it had this collection of properties in Manhattan where there is some control, but it’s not a master-planned community. It’s losing a lot of money, and it’s an unusual set of assets. So the company, analysts, and investors were very happy to essentially get this spun off.

This was the bad company, whereas Howard Hughes was the good company. That’s why you have this setup where the stock is being dumped by those prior shareholders, who are quite happy to get rid of it, and it’s a very small percentage of their stake in Howard Hughes.

At the same time, you have Pershing Square, which knows the asset very well, backstopping a rights offering in order to provide it with the capital to make the necessary changes. But you've then also got a lot of these shareholders who really just bought in for the rights offering. What the rights offering meant was that you could buy stock and would have the ability to oversubscribe and buy more stock at $25.

So, hypothetically, if the stock was trading at $30, you could, through the rights offering and the oversubscription, get additional stock at $25, sell it at $30, and exit—just make that kind of arbitrage. And so you've had this technical trading dynamic, I think, since the rights offering, which has meant that there's been a lot of selling pressure and not really a lot of fundamental buying pressure.

Andrew Walker

If I could just jump in with one thing, I think one of the interesting things is that, heading into the spin-off, they were clear: “We're going to spin off Seaport, and we're going to do a rights offering at $25 per share.” For every share you owned, if I remember correctly, you could buy about 1.7 more shares in the rights offering.

One of the things that jumped out to me was that the $25 was set before they spun Seaport out. They didn't know what the stock was trading for in the market. So where did the $25 come from? Everyone anchors on the $25. How do you think that number was chosen?

Chris Waller

I suspect that's obviously a price that Bill Ackman thought would be incredibly attractive, and really a number where you almost couldn't lose over time, because he was willing to ultimately own over 70% of the company. I don't think that, even though it's a relatively small amount of capital for Pershing Square, owning 70% of a publicly traded company could be without complexities.

I think he was very instrumental, obviously, in setting that price and thought it was very attractive. I don't know—you might have some thoughts yourself as well.

Andrew Walker

No, that's my understanding. It's just really interesting because you have a spin-off being negotiated, and the rights offering price being negotiated, before the company knows that it needs cash. Because it's a rights offering and everyone has the chance to participate equally, they could set it at $1 if they wanted. They need a level that lets people participate.

Things can change over time. Obviously, we're 6 months post-spin-off, and it's a different world today. But I think that $25 price was a big signal. Ackman said, “I will take every share you can give me. You will give them to me at $25.” I think it's a big signal that he saw value much, much higher than that.

He could be right, he could be wrong, but I think—and again, I've got a position here—that's where he's going to be right. The stock's at $20 today, so we're getting it at a 20% discount to what an extremely discounted price was supposed to be.

Look, we're going to go to all the individual properties in 1 second, but since we mentioned Ackman, we might as well talk about it now. The other big question that I get here is the cash burn, whether the company will be attractive, and the third one is Ackman. He owns about 40% of the stock.

It's also not lost on me that since he made the offer to take over Howard Hughes—in quotes, “take over Howard Hughes,” but basically inject money into it and turn it into an externally managed company where he's going to charge a fee—the stock has lost about 20% of its value since then. The market has been volatile. There's absolutely no doubt about that. But I think a lot of people have started to look at Seaport and said, “Hey, Ackman owns a lot of this thing. It’s really small. Could we run into capital allocation control or those types of issues?”

People have started saying, “Hey, is this getting an Ackman discount?” I'd just love to get your thoughts on that.

Chris Waller

Yeah, it's a tricky one to answer. There was a theory at the time of the spin-off that Ackman wanted to facilitate this in order to make an acquisition or merger with Howard Hughes much easier, because you wouldn't have this sort of complex, loss-making asset where there could be very big differences of opinion on what this was really worth.

That was a theory, but I think there are a lot of ways that Howard Hughes could have spun this off. I don't think Pershing Square backstopping a rights offering and potentially owning 70% of the company was the only way this could have happened. If he just wanted to sell this asset or have it spun off, he could have done a normal spin-off without backstopping a rights offering.

So there are easier ways to do this. I certainly don't subscribe to the theory that this was just all a spin-off at any price, even if you lose a significant amount of capital through the Seaport stock, just to make a Howard Hughes purchase happen.

Andrew Walker

I would just highlight that the amount of money they raised in the rights offering was $200 million, which is not an insignificant sum, but they structured this as a spin-off into a rights offering. If Ackman wanted absolutely nothing to do with this, basically all of that $200 million came from Ackman, right?

If he wanted nothing to do with this, he could have said, “Hey, spin it off. Howard Hughes has $200 million. You guys can just put the $200 million in there.” Whether it's in the form of preferred stock or you guys give it to it, it doesn't matter. To me, the fact that he wanted to put money in is a signal of the value, right? He wanted more of this thing.

I generally have a lot of respect for Ackman. I've talked to him a few times in my life, so I can't say we're friends or anything. Generally, via his Twitter account, we've got divergent opinions on quite a few things as well, but I've generally had a lot of respect for him as an investor.

I think he just sees an opportunity to make money. I don't think we're going to see him pull what he's pulling with Howard Hughes here. It's a $200 million market cap company. You're going to get $2 million of management fees if you get this externally managed, and maybe torch your reputation by turning this into a weird, complicated, externally managed structure. I just don't see the upside-downside. Maybe if the stock was a lot higher.

Chris Waller

One alternate theory as to why the company really didn't communicate so much, and Ackman did not really disclose too many details about the economics of the buildings or lay out the pathway ahead of the spin-off, could be—if you want to get a little more conspiratorial—that maybe Ackman wanted the stock to trade below $25, in which case he would have ended up with 70% of the company and then perhaps done a full acquisition afterward.

Arguably, his incentive was actually to take it all at $25. The other thing I would say is that if he really believes these assets are incredibly cheap at $25, then the lower and lower you go, the more likely it is that he might just buy the whole thing. Maybe, with a Howard Hughes deal happening at the same time, perhaps these couldn't both happen.

But I would just put that out there: There is actually a potential acquirer who's shown interest at $25.

Andrew Walker

Interesting. From today's price, you say $25 and think, “That'd be a pretty nice mark.” But I think there's so much more value here than $25. Let's talk about some of the individual properties.

I want to start with the Tin Building. It gets most of the press, and we'll get to that second, but let's start with what I think both of us believe is the headliner. There's also been news here, and I know a lot of people are saying, “In Q4, there weren't a lot of results. These guys just got in the seats.”

I actually think the results they're driving are pretty good here. So let's start with Pier 17. I'd love for you to quickly give an overview of what Pier 17 is, and then maybe we can talk about the big new lease that they've got there.

Chris Waller

Pier 17, as the name suggests, is a pier right on the East River overlooking the Brooklyn Bridge. There are really 3 parts to this building. There's a rooftop concert venue, which has been quite successful, and that will likely be expanded throughout the year. It's been primarily a summer concert series so far, and management has announced that it will now go year-round.

There's then, at the ground floor, currently 5 restaurants and a couple of smaller concepts. Some of those have worked pretty well; some of them have not. The biggest space, which is about a quarter of the entire space, was very unproductive—almost empty at times. That has now been leased to a new concept called Jōtō, which is a restaurant-nightclub. I believe it actually had its opening this week, so that's been a very quick turnaround in that regard.

Then you've got 3 floors of office space. I believe it was about 215,000 square feet, if I've got the numbers right, but there's a significant amount of office space that is currently about half empty. The reason for that is that this pier was designed before COVID, and obviously since then, office demand in Manhattan has structurally reduced.

That office space has become incredibly unproductive, and the single biggest task facing this management team is to redevelop it into an entertainment and hospitality space to bring the large number of visitors required to the Seaport area.

That, again, will then benefit all the properties. There was a very big announcement at the recent results on this exact issue: a concept called Meow Wolf has leased 75,000 square feet of that office space. It’s an attraction that has been successful in, I think, 7 or 8 locations across the US. The CEO knows the concept very well because, when he was managing CityCenter in Vegas, there was a Meow Wolf competitor in that area, and it attracted, I believe, over 1 million visitors.

Andrew Walker

Can I pause you there for a second? As you know, I think you’re on the fence, but I’m going to Planet MicroCap in Vegas in about a month. If anyone’s going, reach out. One of my things is that I love escape rooms, so I went on all my escape-room blogs—and you obviously have the invite. I was looking for escape rooms to do in Vegas, and 2 of them said, “You’ve got to check out this Meow Wolf thing. It’s an interactive thing.” I believe 1 review called it “interactive Sleep No More.”

I already knew about this thing, and then they announced the deal. As soon as they said it, I was like, “This is perfect for what Seaport needs. It drives hundreds of visitors per day.” Those visitors go to Meow Wolf and interact. Obviously, it’s going to take up a big space, but then those visitors trickle out through the rest of the property.

Maybe they want to get a meal after they go through a 3- to 4-hour experience. One review I saw called it “an interactive Sleep No More,” which it was. Maybe they want to get a meal, maybe they want to go grab a drink—whatever it is, it drives the foot traffic there. To me, I still can’t believe the stock wasn’t up when they announced this. They get a 20-year lease. It’s exactly what you want: it drives visitors, drives traffic, and gets that whole flywheel going.

I just wanted to give my background and views on it because I thought it was perfect—exactly what you wanted in this space.

Chris Waller

This is going to be the single most important thing that management does to turn this company around. It’s a concept that has been successful in 7 or 8 locations. You can Google it, look at the Google reviews, and look at the number of ratings. Obviously, there’s no guarantee that just because it’s been successful everywhere else, it will succeed here, but I think that’s true of every concept. This is as close to a guarantee as you will get.

It’s an immersive experience that’s been really successful. If you did a thought experiment, on the west side of Manhattan you have the Whitney Museum of American Art. If you could teleport that into Pier 17, with all the visitors that it brings, it would make the whole area successful because of the number of visitors it would bring. That’s sort of what this concept is supposed to do.

If you look at the numbers and try to put some numbers to it, I think the pier today attracts maybe 1 million visitors per year. It’s very hard to know because no one really discloses this, but if you add up the concert venue, the restaurants, the offices, and so on, I think it gets to just under 1 million. This particular concept in Vegas attracts over 1 million people—just 1 concept. The CEO, on the earnings call, talked about hopefully having over 1 million visitors in New York as well.

New York will be the biggest, most impressive, and newest build-out of this. We can’t guarantee it will work, but I think the indications suggest this is going to bring over 1 million visitors to the area—more than doubling what the pier is currently bringing in.

Andrew Walker

If I could just add 1 more thing, I completely agree with everything you said. You mentioned that ESPN had a big office space here—its studios. If you watched Get Up in the morning—I don’t even have cable, but if you watched Get Up in the morning—there’d be Mike Greenberg, and behind him there’d be this beautiful view of New York City. That’s where the ESPN studios were.

That’s a great tenant to have if you are an office building, but it’s a terrible tenant to have if you’re trying to design something that drives a lot of foot traffic. Think about that beautiful view: the ESPN series had 3 anchors and maybe 2 cameramen behind them, taking up 100,000 square feet—5 people. You replace this with Meow Wolf, which during the day could be driving hundreds and hundreds of visitors, and that’s going to be so much better.

That’s hundreds and hundreds more people who have the potential to go hit some retail stores, buy some food, and do all that sort of stuff. I just think it’s check, check, check. It was an A-plus signing, and I’m very excited to have them there. I’m very excited to go to Meow Wolf in Vegas because now it’s a research trip. It’s no longer Andrew just having fun, and I’m very excited to go in 2027. Anything else you want to say about Pier 17?

Chris Waller

I would just say that I did not think they would make such a big move and get an anchor tenant like this in so quickly. I thought it would be next year. I thought it would be an extra thing. This was really impressive. They’re also not finished.

There is still probably half the space at the pier that they can do something with. If they got something similar and, instead of bringing an extra 1 million people, brought 2 million, that would be a huge home run. I’m excited to see what they’ll do.

Andrew Walker

Just to think about the flywheel, if you will, let’s imagine it was 1 floor. Before, if you were leasing half the floor, the person had to say, “The other half’s empty. I’ve got to drive all this traffic on my own.” Now, if you’re leasing half the floor, you say, “Meow Wolf will be there in about 18 months. They’re going to drive 1 million people.”

If I build something, you probably don’t want to build another interactive art exhibit, although in Japan I believe there are several places that have interactive art exhibits right next to each other. But if I build something, I can piggyback off some of that foot traffic. I know there are going to be 1 million people per year, and I can try to drive them in and build a concept that plays well with what’s going on there.

I just think that’s interesting, and it’s all about getting those multiple spending points. Right now, you go to a restaurant and that’s it. There’s not really a natural second opportunity to spend, but now you can go to Meow Wolf and then go to the Tin Building. It’s all about bringing in multiple opportunities to spend in that 1 area.

You can go to Meow Wolf and then—and I was texting with another mutual friend of ours—we need to plan a value investors’ night out at Lawn Club, which is another 1 of their concepts, so that we can have fun, see some other value investors, but also take our value-investor friends’ money and put it into Lawn Club and indirectly into our pockets through Seaport.

Let’s talk about the next building. This is the building that gets all the press. This is the Tin Building. If I’m being honest with you, this is where I thought you did the best work in your report. You’ve got the comps to Eataly and everything. I’ll just back up: why don’t you describe the Tin Building, what the vision was for it, why it’s been so bad, and why you think you can turn it around?

Chris Waller

The Tin Building is a luxury food hall and market, which has about 15 to 20 concepts, depending on how you want to count them. Some of these are restaurants. Probably half of the revenues of this building come from restaurants. There are also cafés and bars, a grocery section, and several retail sections.

The idea was to take the Eataly concept—although they don’t like to be compared to Eataly—where you have grocery, retail, and restaurants all in 1 environment, and then make it much higher-end. It was actually modeled off Harrods in London. Although, to be honest, it is very luxurious for a food hall, I don’t think it’s really comparable to Harrods. That was the idea behind it.

Right now, it’s generating just over $30 million a year in revenues and about $70 million a year in expenses. That’s an enormous gap that needs to be bridged. You can imagine it’s pretty daunting, looking at those numbers at first glance and thinking, “How on earth can they even bridge a gap that big?”

I do think there’s a way to get to breakeven. I don’t believe this building is ever going to make a substantial profit, and that’s why, in my valuation, I say that although this company gets a lot of press, in some ways it’s actually not that important, as long as they can right-size those losses because it’s never going to be a highly profitable business.

Seaport is also the landlord, so it generates about $10 million to $11 million a year in rent. It does get that rental income, which is quite valuable.

The Tin Building is also a partnership with Jean-Georges. As some people may know, Jean-Georges is a very famous high-end chef and restaurateur. He has restaurants in Manhattan, but he also has a business—a group of many restaurants—across the world. This is actually the Tin Building by Jean-Georges, and that’s part of the branding and why it’s so high-end.

The issue up until very recently has been not just a flawed set of concepts—too high-end, too much retail, and too much grocery, which just doesn’t work in this location because it’s not next to office buildings—but also quite distorted incentives. Jean-Georges’s company was managing the building, and Jean-Georges effectively gets paid in 2 ways.

Seaport put up the capital, or Howard Hughes put up the capital, but then Jean-Georges would get a share of the profits. He's also providing all these services—the staff and so on are provided by his company. Now, because the building has lost so much money, there is no realistic prospect for Jean-Georges to make money off future profits, because Seaport has the right to earn back all the existing losses. So, effectively, you no longer have any profit motive. But if he supplies more services, he does get paid for that, and so his incentive is to supply the maximum number of high-quality services, which massively increases costs. Maybe it boosts revenue, maybe it doesn't, but it certainly increases costs, and that's really his incentive.

And so that's a very fundamental issue that needed resolving. The other thing I was very impressed with management on is that, in January, they announced that they had effectively taken over a company called CCMC, which is the company Jean-Georges used to operate this building. So, effectively, what we're now going to see is that the Seaport company will be the operator, not just the supplier of capital. As a result, you're probably going to see a big reduction in costs, some of which has already begun, and also a change in the restaurant concepts.

The rough math of how you get to break-even with $30 million of revenue and $70 million of costs is that what's ultimately going to happen is they're going to cut costs from roughly $70 million to $50 million. By reorienting the concepts, I think they can get revenues from $30 million close to $50 million. Maybe the last bit of that will require Meow Wolf and other concepts to bring visitors to the area, but I think that's what they ultimately try to do.

And just in terms of the concepts they have, many of the restaurants are quite successful, but they're space-constrained. Maybe this is getting a bit too micro, but essentially, some of the restaurants are very successful, but they're limited on space because you've got less successful restaurants right next to them. What this management team is going to do is shut the unsuccessful restaurants, expand the space for the successful ones, and then probably shut down or greatly reduce the grocery and retail space, which is very unproductive right now.

I did some estimates in my report in terms of what I think the restaurants are earning and what I think the grocery and retail are earning. Essentially, the successful restaurants are probably already earning what they need to in terms of dollars per square foot. But then you've got the unsuccessful restaurants below that, and then you've got the grocery and retail, which is very unproductive. That's really the mix shift that needs to happen.

Andrew Walker

So, I agree with everything you said. I do believe that I have heard that there is some requirement to have some type of grocery in the Seaport building, or in the Tin Building, so I don't think they can fully shut it down. But look, if you're in New York or if you're visiting, I'd encourage you to go right now. They have this beautiful grocery store. You walk in, and there's fresh fish laid out on ice, and there are all these beautiful cuts of steak and stuff.

I've been to the Tin Building probably 7 or 8 times. I've never seen one person—not that that means no one ever has—aside from my daughter, who was about 15 months old at the time, even look at the fish. There are these beautiful cuts of fish, right? So, even if they shrink that footprint a little bit and change it from fish on ice on display, it's taking up a ton of space and it's got to be such a huge cost. Change that. Do you want to talk about the kitchen consolidation, because I think that's just another really interesting example of maybe the Jean-Georges misincentives and one way to drive costs down?

Chris Waller

Yeah. Just one other point on the revenue side that I forgot to make: I looked at other concepts in New York food halls, some of which had been successful and some of which were similar, and I tried to understand what they're earning currently per square foot.

You've got very successful concepts like Chelsea Market, Eataly, and Flatiron. Those are generating between $2,000 and $2,400 per square foot in revenue. The Tin Building's at $600. You could say, well, Chelsea Market is an iconic location, it's in the perfect place, and so on. But actually, on the west side of Manhattan, there's Pier 57, which is also on the water. It's also got a highway, and that's earning probably $900 per square foot in revenues. That's actually run by a nonprofit, so it's not even trying to profit-maximize.

There is actually quite a similar situation in Manhattan that is earning 50% more in revenue per square foot. Just to give you a sense, this is absolutely achievable. It has been achieved in other parts of Manhattan.

Just on the cost side of things, right now every concept effectively operates independently. You've got a head chef for each one, as well as individual procurement, and that is incredibly inefficient. Management is going to do 2 things. First of all, they're going to reduce the number of concepts, and that's going to consolidate them. Then they are going to effectively run them as 1 and buy as 1 unit rather than as 15 or 20 different units. I think that is going to make a very significant difference in terms of procurement costs.

If you look at the cost structure of the Tin Building today, labor is about 80% of revenue, and the number of employees is massively higher than it should be with that amount of sales. Sales per employee are significantly higher at other food halls. You've then got a lot of general and administrative expense and a lot of other expenses. It's not exactly clear what they are.

There are a lot of expenses here that are not to do with food and beverage or retail, and I think there's a lot of cost-cutting potential. Management has already begun doing that. You mentioned that there was an article earlier in January. The company did do a reduction of the employee base, I think by about 20%. I'd have to check the exact numbers, and maybe it's a little bit higher than that because they might rehire some people to fill those positions. But there's really a lot of scope for cost reduction, and I think this is pretty much all within management's control.

Andrew Walker

No, that's great. And again, if you got the Tin Building to break even, it's a huge win from here because you are the landlord as well. You'll be making money on the rent there. That's kind of like fixed cost, but just bring it down to break-even, and I think everything else in this can really shine through.

Again, it's not going to happen overnight, but I think the cost cuts come in, and they come in quickly. I went to the Seaport maybe 2 or 3 weeks ago. I'm sure you've been recently. When you go right now, there are a lot of concepts that have been shut down or are going to get shut down.

Traffic isn't where you want it to be, but shutting down these unprofitable concepts is in process. Then you expand the profitable concepts, maybe bring some new ones in. That gets the cash burn under control. Hopefully, over the next 18 months, as Meow Wolf kicks in, people see that we can get spots at the restaurants we actually want to eat at, versus the popular restaurants being completely full and the unpopular restaurants being empty. Hopefully, it spurs that.

Anything else you want to talk about on the Tin Building, or should we talk about some of the other assets here?

Chris Waller

Yeah, just one more point in terms of the actual management of the Tin Building. If you look at the employees of the Tin Building, nearly the entire senior management has changed in the last 12 to 18 months. That includes a lot of people who are coming from Eataly, which has run 3 quite successful locations in New York. That's just another thing to point out.

Andrew Walker

Perfect. Let's talk about some of the other assets here. We can talk about some of the other assets in Seaport. We haven't even talked about the Vegas assets yet, which I think there's a significant amount of value there. Oh—you know what? We probably have to go to 250 Water Street. This is probably the other big asset and the other thing that I thought was great news in the earnings report. So why don't we talk about 250 Water, and then we can go to the other ones?

Chris Waller

Yeah. So, 250 Water Street is also in the Seaport neighborhood. It's currently an undeveloped plot of land, but it has been zoned and fully approved for 545,000 square feet of mixed-use space, mostly residential. These are going to be apartment buildings overlooking the Brooklyn Bridge and the East River, as well as some commercial space, which could be used for offices or other commercial purposes, and maybe a little bit of retail on the ground floor.

At a high level, it's very rare to find a plot of land of this size in Manhattan where you don't have to demolish an existing building. It's fully approved, and it has what's called a 421-a tax abatement, which essentially means that you don't have to pay property taxes on the residential portion of the building. That makes a really big difference in terms of the economics for a developer.

So, this is really prime real estate in a great location, and it should be a very valuable piece of land. Seaport is not really the best company to construct this building. I think management's expertise, unlike Howard Hughes's, is not really in building buildings but actually in building consumer and entertainment concepts.

The likely outcome, which they talked about in their recent results, is to explore either a full sale of this asset or some type of joint venture with a partner who would basically do the actual work of construction and development. I think a sale would be a very significant win for this company.

You can do different math on what the developer economics are, and there are a lot of different ways you could try to figure out the value of this asset, but I think this could sell for something like $160 million. Some people have much higher estimates. As I say, it's more of an art, frankly, than a science to know exactly what it will go for.

But just to give you the context on that, remember $160 million. They have a $60 million non-recourse mortgage on it, so that's about $100 million net. The entire market cap of the company is just over double that. This could be a very significant catalyst for the stock.

I don't know the timing, but I would imagine that they've been having discussions ever since the spin-off, maybe even beforehand, and there's really no reason to wait. This is fully approved and ready to go. Construction costs go up over time, so I would imagine that they are going to look to sell or joint venture this as soon as possible.

Andrew Walker

No, look, I think you're 100% right. I believe I had a friend who told me he's got access to these commercial real estate listings, and I think he said he's seen the listing pop up in the very recent past. So, I think there's progress being made there.

If I remember correctly, the 421-a program does require you to get it built. It's not like you could start building it in 2025 and have it up in 2035 and be like, “All right, where are our tax credits?” There is an expiration date, and you have to have it built before then.

It doesn't have to be tomorrow or the next day, but I would probably guarantee that this is going to be resolved in the next 2 years because if they don't, they start risking those tax credits. As you said, there's huge value there, so I think this is a near- to medium-term thing.

As you said, if you asked me what I would prefer, I'd say bring that cash in the door. Maybe I love that cash. But it should be equivalent if they said, “Hey, we got $100 million of cash,” or, “Hey, we got a 20% equity stake, where the other guy's going to cover everything, and at the end we own 20% of the building.” The other guy funds everything, he's on the hook for all the cost overruns, and we just continue to own a stake in this asset that should get better as 250 Water comes on and brings on hundreds of residents. As more foot traffic drives people, that might be an interesting thought there, too. Anything else on 250?

Chris Waller

No, I just think the way I look at it is this building and then there's another building which is fully leased up. Those 2, if you add them together, are probably worth the entire market cap of Seaport today.

I think they're actually quite important—not because they're as interesting or as valuable as standalone assets, but I think you can quite reliably estimate what their values are. Because that's actually very similar to what the market cap is today, I think that really makes the risk-reward of this investment attractive, in my view.

Andrew Walker

Speaking of things that may not be worth the market cap but might be worth the EV, why don't we quickly talk about the Vegas assets?

Chris Waller

Yeah. They have some quite different assets in Vegas. They own the Las Vegas Ballpark and the Aviators, which is a Triple-A baseball team. They also own 80% of the air rights above the Fashion Show Mall. Brookfield owns the other 20%.

It's tricky with these assets. In my valuation, I actually haven't put any value on the air rights. Some investors think that this could be one of the most valuable assets. It's in a great location in Vegas, and you've got a natural developer in Brookfield who's right there and who could buy these and develop that site.

But it's sort of binary. Either this transaction will happen and it could be very accretive, or it won't, and investors probably are not going to give it value until that point. There are hotels coming on in Vegas all the time, and I think the pipeline over the next couple of years is pretty full, which might make it less likely for Brookfield to decide to develop a hotel or some other property there.

Again, it could happen at any point. You don't really have visibility on that, and it could be significant.

Andrew Walker

The nice thing about the air rights is that I have fallen into your camp. I know people who think these are worth a lot, but I am very skeptical. The nice thing about the air rights is that they are a free call option because there's basically no cash burn associated with them, and I don't think there's any time limit on them.

Who knows? All you need in the next 20 years is for Vegas to get really hot for one period of time and for somebody to say, “Hey, we must build something right here.” If they're worth $20 million—I'm just throwing out a number—that's roughly 10% of the market cap right now, and you and I are both putting that at zero.

There's just so many different things in here. You mentioned the ballpark and the team, but I don't think you mentioned that there are some ways to roughly estimate their value. Do you want to throw that out there?

Chris Waller

Yeah. In terms of the capital that was invested, it's about $150 million in the ballpark. The baseball team is hard to get the numbers for because it was actually quite a while ago, but the number I came to was about $25 million.

It's difficult with these sporting assets to know how much of it was bought for an appreciation in value versus other reasons. It's difficult to know.

Andrew Walker

Just to add those 2 numbers, the cost was $175 million. I do think that there is room to utilize the ballpark more. I know that's something management is very keen to do. $175 million is not far off the total market cap of the company today.

There is a bit of debt associated with the ballpark, but the point is that it's potentially very significant and not something that I, frankly, have put too much value on—and probably not other investors as well.

The other thing is that the major league team, the A's, is moving to Vegas in the next few years. The Aviators are the A's' sister team. I think some investors have said, “Could this cannibalize attendance at the ballpark?”

The people I've spoken to have said that in situations where this has happened in the past—and I think it's actually happened to a team in Vegas before—it has increased attendance because people can see the young players who are ultimately going to move up to the major leagues, as well as all the injured players who are coming back. They can see those players on the minor league team. There have actually been quite a lot of instances where it has boosted attendance, but we'll see what happens.

Andrew Walker

No, look, it makes total sense to me that it would boost attendance because it should boost awareness of baseball around there. I think the product of a Triple-A team versus a major league team is so different. Maybe this is just me, but I would go to Triple-A when I was in high school because we had nothing better to do. The tickets are crazy cheap. You almost go for free.

When we got into college, it was like, “Hey, we can drink 4 beers,” and it's not stadium pricing. It's more expensive than if you bought it at a grocery store, but you can just be drinking 4 beers and hanging out. Versus a professional team, you're going for—that's a different experience and a different feel.

But I think you're right. I don't know, but again, you threw out $175 million at cost. Call it half of cost, and boom, you're a third to a half of the market cap. How many things have we mentioned in here where you take a conservative assumption and take a haircut? It's the third staff. It's one of the reasons I love this stock so much.

Let's quickly go back to Seaport District. There are other assets in there. Obviously, we can't hit everything, but they own the historic district, they've got a few more joint ventures in there, and they've got some leased buildings. Just quickly, if there's anything in there you want to talk about?

Chris Waller

Yeah, so the historic district is a cobblestone area of Manhattan.

It's almost a block of space, quite unique actually to find that in Manhattan. I would compare it a bit to the Meatpacking District. There's a lot that can be done there. Right now, that space has a lot of retail stores that aren't as busy as they really should be, and there are a lot of empty spaces where retail stores should be. So there's a lot that could be done.

As Pier 17 draws people to the area, there are going to be a lot of opportunities to add stores and monetize that. The one thing I would highlight is that there is one particular building called the Fulton Market Building. It is 115,000 square feet, and it's fully leased up. The reason that's important is that there are 3 tenants. They've disclosed the economics for 1 of them. The Lawn Club, which is a concept that Seaport has a JV with, is another tenant, and then there's a third tenant in that building.

They don't give you the economics for all the leases, but they do give you some of them, and so my guess is that they're earning about $85 per square foot in this building, which is about $10 million in revenue. If you assume that converts to, let's say, $6.5 million in EBIT—so 65% conversion—and then you put a 6% cap rate on that, which would be quite normal for this type of building in Manhattan, that would be $110 million in value. Let's call it $100 million. Again, that's half the market cap today. If you add that plus 250 Water Street, you get the whole market cap today.

This is a fully leased-up building with fairly long-term leases, and so I think the value can be quite reliably estimated, which is why I think it's actually important.

Andrew Walker

Look, I completely agree with you. Let me end with one question. I keep looking at this thing—and again, I am long it, so people know my disclosure and know where my bread is buttered here—and I say, look, they've got all this cash on the balance sheet. You gave the total debt number, but most of the debt is non-recourse and associated with 250 Water Street. So in a disaster, they're actually quite well protected here, with all these different assets and everything.

I keep saying, “Andrew, how, if you look back 5 years from now, are you going to have taken a material impairment on this investment?” I have some ideas, and I personally think and hope they're far-fetched, but I'd love to ask you the same question. The thing that really attracts me here is I see lots of ways to win and possibly win big, given all the numbers we've thrown out, and it's hard for me to see the ways to lose. So I'd love to talk to you about how you see the ways to lose.

Chris Waller

Yeah, well, I think it's important to say that, obviously, at this point in time, it is a cash-burning company, and so we are assuming that changes. If that does not change, then of course that will very heavily impact the value. They could ultimately burn the cash they currently have and need even more cash. So that would really be the primary way you could lose from this point.

What would it take for them to never break even and just keep burning cash forever? I think the Tin Building is about half the cash burn today. So if they are just unsuccessful in turning that around, which would mean that expanding successful restaurants doesn't necessarily bring in the actual revenue you would anticipate, it would mean that as you make these cost cuts, that has an impact on the service level and the number of customers coming in, even though benchmarks—food halls in New York—have been able to support that amount of revenue with those employees.

So I think that would have to happen, and then you would need, for example, Meow Wolf to not be successful. We think it'll be successful because it's been successful pretty much everywhere else, but there's always a risk when you bring in a new concept that it just doesn't translate to the local audience. So I think that would be another way, and they could always do something dumb with the cash they currently have. That's unfortunately been how we've ended up in the situation where these assets are in need of a turnaround.

Andrew Walker

Unfortunately, most of the companies I invest in really love to do dumb stuff with their cash. That's one of the tough things. But, to your last point, Ackman owns 40% here. We talked about the Ackman possible discount that's getting assigned.

You'd hope Ackman is a very sophisticated financial player. You'd hope if the management team came and said, “Hey, we want to spend all of our cash on buying a piñata and cracking it open or something,” you'd hope Ackman would say no. This cash will be deployed in rational manners, whether that's good acquisitions, buying buildings, investing in tenant improvements to get this spruced up, or maybe, once they cut all the cash burn, saying, “Hey, let's turn this into a capital return story.”

I don't know, but you'd hope the bad thing that we talked about earlier actually works in your favor, and this management team has been brought in on that mandate.

Chris Waller

I mean, they don't have the same mindset as the previous management team. If you look at the Tin Building, which is probably the most egregious example of the philosophy that was previously taken to build this kind of really luxury food hall in the wrong place, this management team isn't wedded to that idea. They are going to change things quite drastically. I think it's good that you have new people coming in who don't have the same ideas.

Andrew Walker

Chris, this has been awesome. If I can toot your horn one more time, I think I put it in my yearly review, but last year I did a podcast with you. What was the second podcast we did? Watches of Switzerland. I did a Watches of Switzerland podcast with you, and then the next day, my friend Kyle Moyer came on and we did a Driven podcast. I had so much fun and learned so much on them. I was like, “Look, we're high-grading the guests. Anyone—they've got to be Chris Waller- and Kyle Moyer-quality.” It's tough to match that, but, Chris, this has been great.

Let's wrap it up with this. We covered a lot here. Actually, there is a lot more that we could cover because there's just endless things, but I think we did hit all the main things. Any last thoughts you want to share, or anything you think we should have hit that we didn't hit?

Chris Waller

No, I think it's a small company by market cap, but unusually complicated, and that is partly why the opportunity exists. I think that as we see some of these changes that management has made take hold, I would hope that the stock would start pricing that in. I think there's maybe been a bit of frustration so far because if you look at Q4 results, there hasn't really been a significant improvement, but bear in mind that is before all these changes have been made. The changes to the Tin Building were in Q1. These leases are going to come in at a later date. So there is a time that we have to wait and be patient.

Andrew Walker

I'll just use myself as an example. When I first saw the results, I was like, “Damn, I thought this management team understood: get the cash burn down.” Then I thought for 30 seconds and I was like, “Hey, this is real estate. They just took it over; the spin basically happened in Q4, and they're reporting Q4 results. It was basically 6 months ago.”

This is real estate. It takes a little time for them to come in. They have to restructure leases and the Tin Building. I guess you could, but it's not like you can just throw in, “This is closed, and we're redoing everything.” You have to—it takes a little bit of time.

When I had more than 30 seconds to get past the Bloomberg-flash headline of “Here's the cash burn,” I was personally really impressed, especially by Meow Wolf and a lot of things, and I think they are clearly driving in the right direction. I hope you agree, but if you disagree, please tell me otherwise.

Chris Waller

Yeah, I agree. Obviously, I own the stock as well, but I think that these changes had not happened prior to Q4, so why would the results be much better if the changes were afterwards? They filed an 8-K that said, “Hey, we took over CCMC, which operates everything.” They filed an 8-K at the beginning of January, and I think it was as of January 1. So how could the cash-burning Q4 have been better? You kind of knew it.

Also, bear in mind that some of these things do have to be spent up front. When you reduce the number of staff significantly, you do have to pay severance. When you close concepts, there is a period of time when they're shut and earning zero. When you spend to bring in these new concepts, whether it's new restaurants or so on, you have to spend up front. But those are the right decisions to make, and so there is a bit of cost up front, but that's what we should want them to do.

Andrew Walker

The Meow Wolf thing that you and I both think is like a borderline grand slam—Meow Wolf's not going to be here until 2027. So it's coming, but guess what? It's not going to be in the results for the next 21 months, unless some tenants that can move in quicker say, “Oh, Meow Wolf's coming. Let's grab some leases now.”

But Meow Wolf, which I think is transformative, doesn't come for 21 months. Chris, we're way over an hour here. I really appreciate you popping on. The weather is starting to get really nice in New York, so you, me, and some of our friends are going to go down to the Lawn Club. They've got beer pong with giant trash cans and giant balls, and we're going to play some of that.

We’re going to play some shuffleboard. It’s going to be a ton of fun.

Chris Waller

Yeah, looking forward to it. Thank you.

Andrew Walker

Chris, I’m looking forward to having you on for a fourth time, fifth time. I’ll get you this shirt, so you’re getting there.

Chris Waller

Great. Thank you, Andrew. Thanks for having me.

Andrew Walker

Nothing on this podcast should be considered investment advice. Guests or the hosts may have positions in any of the stocks mentioned during this podcast. Please do your own work and consult a financial adviser.