Section 1: F-4/A (FORM F-4) Videocon D2h Limited
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Section 1: F-4/A (FORM F-4) As filed with the Securities and Exchange Commission on February 19, 2015 Registration No. 333-201870 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Videocon d2h Limited (Exact name of registrant as specified in its charter) Republic of India 4841 Not applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 1st Floor, Techweb Centre New Link Road Oshiwara Jogeshwari (West) Mumbai 400 102 Maharashtra, India (+91 22) 4255 5000 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Law Debenture Corporate Services Inc. 400 Madison Avenue, 4th Floor New York, NY 10017 Tel: (212) 750-6474 Fax: (212) 750-1361 With copies to: Saurabh Pradipkumar Dhoot James A. Graf Ashok K. Lalwani, Esq. Joel L. Rubinstein, Esq. Executive Director Chief Financial Officer Thomas J. Rice, Esq. Jonathan P. Rochwarger, Esq. 1st Floor, Techweb Centre Silver Eagle Acquisition Corp. Baker & McKenzie. Wong & Leow Elliott M. Smith, Esq. New Link Road 1450 2nd Street, Suite 247 8 Marina Boulevard #05-01 Marina McDermott Will & Emery LLP Oshiwara Jogeshwari (West) Santa Monica, CA 90401 Bay Financial Centre Tower 1 340 Madison Avenue Mumbai 400 102 Tel: (310) 209-7280 Singapore 018981 New York, NY 10173-1922 Maharashtra, India Tel: (+65) 6338 1888 Tel: (212) 547-5400 (+91 22) 4255 5000 Fax: (+65) 6337 5100 Fax: (212) 547-5444 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and on completion of the business combination described in the enclosed proxy statement/prospectus. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. o 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. o If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o 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 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS The information in this proxy statement/prospectus is not complete and may be changed. The registrant may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. The proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY, SUBJECT TO COMPLETION, DATED , 2015 SILVER EAGLE ACQUISITION CORP. 1450 2nd Street, Suite 247 Santa Monica, California 90401 Dear Silver Eagle Acquisition Corp. Stockholders and Public Warrantholders: You are cordially invited to attend the special meeting of stockholders and/or the special meeting of public warrantholders of Silver Eagle Acquisition Corp., or Silver Eagle, on [ ], 2015, at [ ] [a.m.][p.m.], Eastern time, and [ ] [a.m.][p.m.], Eastern time, respectively, at the offices of McDermott Will & Emery LLP, 340 Madison Avenue, New York, New York. At the special meeting of stockholders, Silver Eagle’s stockholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal,” to approve a contribution agreement, dated December 31, 2014, as amended as of February 3, 2015, by and among Videocon d2h Limited, or Videocon d2h, and Silver Eagle (as may be amended, the “Contribution Agreement”). Videocon d2h is the fastest growing direct-to-home pay-TV service provider in India. If the Contribution Agreement is approved and Silver Eagle consummates the transactions contemplated thereby, as amended, which we refer to collectively as the “Transaction,” Silver Eagle will contribute the funds held in the trust account that holds the proceeds of its initial public offering, less certain transaction expenses, amounts used to pay Silver Eagle stockholders who properly exercise their redemption rights in connection with the vote to approve the Business Combination Proposal, amounts payable to warrantholders and reserves for liquidation and dissolution expenses (the “Contribution Amount”), in exchange for equity shares of Videocon d2h. We estimate that the equity shares issued by Videocon d2h in exchange for the Contribution Amount will constitute between 33.42% and 38.42% of the issued share capital of Videocon d2h, depending on the number of shares redeemed by Silver Eagle’s public stockholders. The Videocon d2h equity shares will be represented by Videocon d2h American Depositary Shares, or ADSs, with each ADS representing four Videocon d2h equity shares. The current shareholders and the Sponsor will be entitled to be issued additional Videocon d2h shares and Videocon d2h ADSs, respectively, following the closing, subject to the achievement of certain ADS price targets for a specified period following the closing. See “Summary — Videocon d2h Equity Shares and ADSs to be Issued in the Transaction” and “Unaudited Pro Forma Condensed Financial Information” for further information. The contribution by Silver Eagle of the Contribution Amount to Videocon d2h in exchange for Videocon d2h’s equity shares is referred to herein as the “Contribution.” As soon as reasonably practicable after the closing of the Transaction, Silver Eagle’s stockholders will receive Videocon d2h ADSs in proportion to their stockholdings in Silver Eagle and Silver Eagle will dissolve and liquidate. A copy of the Contribution Agreement is attached to the accompanying proxy statement/prospectus as Annex A. Silver Eagle stockholders will also be asked to consider and vote upon a proposal to approve the dissolution of Silver Eagle, including a plan of dissolution, which provides for the liquidation and dissolution of Silver Eagle following the Transaction, subject to the approval of the Business Combination Proposal and the closing of the Transaction. A copy of the plan of dissolution is attached as Annex B to the accompanying proxy statement/prospectus. We refer to this proposal as the “Plan of Dissolution Proposal.” At the special meeting of public warrantholders, Silver Eagle public warrantholders will be asked to consider and vote on a proposal, which is referred to herein as the “Warrant Amendment Proposal,” to approve and consent to amend the terms of the warrant agreement governing Silver Eagle’s outstanding warrants to provide that, upon the consummation of the Transaction, each of Silver Eagle’s outstanding warrants, which entitle the holder thereof to purchase one-half of one share of Silver Eagle common stock, will be exchanged for cash in the amount of $1.00. In connection with the Transaction, the Sponsor and Dennis A. Miller have agreed to forfeit to Silver Eagle for no consideration 15,000,000 private placement warrants held by them. Accordingly the private placement warrants will not be eligible to be exchanged for cash. Approval of the Warrant Amendment Proposal is not a condition to the consummation of the Transaction. Each of these proposals is more fully described in the accompanying proxy statement/prospectus. Under the Contribution Agreement, the closing of the Transaction is subject to a number of conditions, including that (i) Silver Eagle stockholders approve the Business Combination Proposal and (ii) the Contribution Amount is at least $200,850,000. If these conditions are not satisfied, then Videocon d2h will not be required to consummate the Transaction. TABLE OF CONTENTS Silver Eagle’s common stock, units and warrants are currently quoted on the OTCQB under the symbols “EAGL,” “EAGLU” and “EAGLW,” respectively. Videocon d2h intends to apply to list its ADSs on the NASDAQ Stock Market, LLC, or NASDAQ, under the symbol “VDTH” in connection with the closing of the Transaction. We cannot assure you that Videocon d2h’s ADSs will be approved for listing on NASDAQ. Videocon d2h is an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in Videocon d2h’s securities involves a high degree of risk. See “Risk Factors” beginning on page 21 for a discussion of information that should be considered in connection with an investment in Videocon d2h’s securities. Pursuant to Silver Eagle’s amended and restated certificate of incorporation, Silver Eagle is providing its public stockholders with the opportunity to redeem all or a portion of their shares of Silver Eagle