Attached files

file filename
EX-5.2 - EX-5.2 - Saban Capital Acquisition Corp.d163720dex52.htm
EX-5.1 - EX-5.1 - Saban Capital Acquisition Corp.d163720dex51.htm

As filed with the U.S. Securities and Exchange Commission on September 14, 2016

Registration No. 333-213259

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2 to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Saban Capital Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   6770   98-1296434
(State or other jurisdiction of
incorporation or organization)
 

(Primary Standard Industrial

Classification Code Number)

  (I.R.S. Employer
Identification Number)

10100 Santa Monica Boulevard, 26th Floor

Los Angeles, California 90067

Telephone: (310) 557-5100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Niveen S. Tadros

Executive Vice President and General Counsel

Saban Capital Acquisition Corp.

10100 Santa Monica Boulevard, 26th Floor

Los Angeles, California 90067

Telephone: (310) 557-5100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Gregg A. Noel, Esq.

Jonathan Ko, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, California 90071

(213) 687-5000

 

Paul D. Tropp, Esq.

Freshfields Bruckhaus Deringer US LLP

601 Lexington Avenue, 31st Floor

New York, New York 10022

(212) 277-4000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Security Being Registered

 

Amount

Being
Registered

  Proposed
Maximum
Offering Price
per Security(1)
 

Proposed
Maximum
Aggregate

Offering Price(1)

 

Amount of

Registration Fee

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one warrant(2)

  23,000,000 Units   $10.00   $230,000,000   $23,161

Class A ordinary shares included as part of the units(3)

  23,000,000 Shares   —     —     —  (4)

Warrants included as part of the units(3)

  11,500,000 Warrants   —     —     —  (4)

Total

          $230,000,000   $23,161(5)

 

 

 

(1) Estimated solely for the purpose of calculating the registration fee.
(2) Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 1,500,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(4) No fee pursuant to Rule 457(g).
(5) The filing fee has previously been paid.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


EXPLANATORY NOTE

Saban Capital Acquisition Corp. is filing this Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-213259) solely for the purpose of filing with the Securities and Exchange Commission certain exhibits to the Registration Statement.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

 

SEC expenses

   $ 23,161   

FINRA expenses

     35,000   

Accounting fees and expenses

     50,000   

Printing and engraving expenses

     40,000   

Travel and road show expenses

     20,000   

Directors & Officers liability insurance premiums(1)

     150,000   

Legal fees and expenses

     425,000   

NASDAQ listing and filing fees

     75,000   

Miscellaneous

     31,839   
  

 

 

 

Total

   $ 850,000   

 

(1) This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination.

Item 14. Indemnification of Directors and Officers.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

II-1


Item 15. Recent Sales of Unregistered Securities.

In April 2016, Saban Sponsor LLC, our sponsor, purchased an aggregate of 5,750,000 founder shares, for an aggregate offering price of $25,000 at an average purchase price of approximately $0.004 per share. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding ordinary shares upon completion of this offering. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. In August 2016, we repurchased 99,000 founder shares from our sponsor at their original per share issuance price and subsequently issued such number of founder shares for the same per share price to certain individuals who will assist in the evaluation of investment opportunities. Such securities were issued pursuant to The 2016 Share Award Plan (the “Plan”), which is filed as Exhibit 10.9 to this registration statement, to certain of our employees, directors and consultants, in reliance on the exemption provided by Rule 701 promulgated under the Securities Act, or pursuant to Section 4(a)(2) under the Securities Act, relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required. The purpose of the Plan is to provide incentive to our independent directors, employees and consultants to further our growth, development and financial success through the ownership of our shares by them.

In addition, our sponsor has committed, pursuant to a written agreement, to purchase from us an aggregate of 6,000,000 private placement warrants (or 6,600,000 warrants if the underwriters’ over-allotment option is exercised in full) at $1.00 per warrant (for an aggregate purchase price of $6,000,000 or $6,600,000 if the underwriters’ over-allotment option is exercised in full). This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. The list of exhibits following the signature page of this registration statement is incorporated herein by reference.

(b) Financial Statements. See page F-1 for an index to the financial statements and schedules included in the registration statement.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

II-2


(c) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(4) For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

II-3


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California on the 14th day of September, 2016.

 

SABAN CAPITAL ACQUISITION CORP.
By:  

/s/ Adam Chesnoff

Name:     Adam Chesnoff
Title:   Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Adam Chesnoff

Adam Chesnoff

  

Director and Chief Executive Officer and President

(Principal Executive Officer)

  September 14, 2016

/s/ Fred Gluckman

Fred Gluckman

  

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

  September 14, 2016

 

II-4


AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Saban Capital Acquisition Corp., in the City of Los Angeles, State of California on September 14, 2016.

 

By:          

/s/ Adam Chesnoff

  Name: Adam Chesnoff
  Title: Chief Executive Officer and President

 

II-5


EXHIBIT INDEX

 

Exhibit

  

Description

  1.1*    Form of Underwriting Agreement
  3.1*    Memorandum and Articles of Association
  3.2*    Form of Amended and Restated Memorandum and Articles of Association
  4.1*    Specimen Unit Certificate
  4.2*    Specimen Class A Ordinary Share Certificate
  4.3*    Specimen Warrant Certificate
  4.4*    Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant
  5.1    Opinion of Maples and Calder
  5.2    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
10.1*    Promissory Note, dated April 11, 2016 issued to Saban Sponsor LLC
10.2*    Form of Letter Agreement among the Registrant and our officers, directors and Saban Sponsor LLC
10.3*    Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant
10.4*    Form of Registration Rights Agreement between the Registrant and certain security holders
10.5*    Securities Subscription Agreement, dated April 11, 2016, between the Registrant and Saban Sponsor LLC
10.6*    Form of Sponsor Warrants Purchase Agreement between the Registrant and Saban Sponsor LLC
10.7*    Form of Indemnity Agreement
10.8*    Form of Administrative Services Agreement by and between the Registrant and Saban Capital Group, Inc.
10.9*    The 2016 Share Award Plan of Saban Capital Acquisition Corp.
10.10*    Form of award agreement under The 2016 Share Award Plan of Saban Capital Acquisition Corp.
14*    Form of Code of Ethics
23.1*    Consent of KPMG LLP
23.2    Consent of Maples and Calder (included in Exhibit 5.1)
23.3    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2)
24*    Power of Attorney (included on signature page of this Registration Statement)
99.1*    Form of Audit Committee Charter
99.2*    Form of Compensation Committee Charter
99.3*    Consent of Haim Saban
99.4*    Consent of James Rasulo
99.5*    Consent of Bruce Rosenblum
99.6*    Consent of Chase Carey

 

* Previously filed

 

II-6