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EX-23.1 - EX-23.1 - Saban Capital Acquisition Corp.d260599dex231.htm
EX-5.2 - EX-5.2 - Saban Capital Acquisition Corp.d260599dex52.htm
EX-5.1 - EX-5.1 - Saban Capital Acquisition Corp.d260599dex51.htm

As filed with the U.S. Securities and Exchange Commission on September 15, 2016

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

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.  x  333-213259

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)

  2,000,000 Units   $10.00   $20,000,000   $2,014

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

  2,000,000 Shares   —     —     —  (4)

Warrants included as part of the units(3)

  1,000,000 Warrants   —     —     —  (4)

Total

          $20,000,000   $2,014 (5)

 

 

(1) Estimated solely for the purpose of calculating the registration fee.
(2) Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-213259).
(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 Registrant previously registered securities having a proposed maximum aggregate offering price of $230,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-213259), which was declared effective by the Securities and Exchange Commission on September 15, 2016. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $20,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed with respect to the registration of 2,000,000 additional units of Saban Capital Acquisition Corp., a Cayman Islands exempted company (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-213259) (the “Prior Registration Statement”), initially filed by the Registrant on August 23, 2016 and declared effective by the Securities and Exchange Commission on September 15, 2016. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-213259) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit
No.

  

Description

  5.1    Opinion of Maples and Calder
  5.2    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
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 in signature page to the Registrant’s Prior Registration Statement (File No. 333-213259) filed on August 23, 2016.


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 15th 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 15, 2016

/s/ Fred Gluckman

Fred Gluckman

   Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)   September 15, 2016


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 15, 2016.

 

By:  

/s/ Adam Chesnoff

  Name: Adam Chesnoff
  Title:   Chief Executive Officer and President


EXHIBIT INDEX

 

Exhibit
No.

  

Description

  5.1    Opinion of Maples and Calder
  5.2    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
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 in signature page to the Registrant’s Prior Registration Statement (File No. 333-213259) filed on August 23, 2016.