SECURITIES AND EXCHANGE COMMISSION FORM 425 Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions Filing Date: 2018-09-14 SEC Accession No. 0001193125-18-273127 (HTML Version on secdatabase.com) SUBJECT COMPANY Saban Capital Acquisition Corp. Mailing Address Business Address 10100 SANTA MONICA 10100 SANTA MONICA CIK:1671854| IRS No.: 981296434 | State of Incorp.:E9 | Fiscal Year End: 1231 BOULEVARD, 26TH FLOOR BOULEVARD, 26TH FLOOR Type: 425 | Act: 34 | File No.: 001-37878 | Film No.: 181069944 LOS ANGELES CA 90067 LOS ANGELES CA 90067 SIC: 6770 Blank checks (310) 557-5100 FILED BY Saban Capital Acquisition Corp. Mailing Address Business Address 10100 SANTA MONICA 10100 SANTA MONICA CIK:1671854| IRS No.: 981296434 | State of Incorp.:E9 | Fiscal Year End: 1231 BOULEVARD, 26TH FLOOR BOULEVARD, 26TH FLOOR Type: 425 LOS ANGELES CA 90067 LOS ANGELES CA 90067 SIC: 6770 Blank checks (310) 557-5100 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2018 SABAN CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-37878 98-1296434 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 10100 Santa Monica Boulevard, 26th Floor Los Angeles, California 90067 (Address of principal executive offices) (Zip Code) (310) 557-5100 (Registrants telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☑ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 1.01 Entry into a Material Definitive Agreement Business Combination Agreement Saban Capital Acquisition Corp. (SCAC), a blank check company incorporated in the Cayman Islands, was formed for the purpose of effecting a business combination with one or more businesses. On September 13, 2018, SCAC entered into a Business Combination Agreement (the Business Combination Agreement) with Panavision Acquisition Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of SCAC (Panavision Acquisition Sub), SIM Acquisition Sub, Inc., an Ontario corporation and direct wholly owned subsidiary of SCAC (SIM Acquisition Sub), Panavision Inc., a Delaware corporation (Panavision), SIM Video International Inc., an Ontario corporation (SIM), each of the Dragging SIM Holders (as defined in the Business Combination Agreement), solely in its capacity as the initial Panavision Holder Representative (as defined in the Business Combination Agreement), Cerberus PV Representative, LLC, a Delaware limited liability company, and in its capacity as the initial SIM Holder Representative (as defined in the Business Combination Agreement) and a SIM Seller (as defined below), Granite Film and Television Equipment Rentals Inc., an Ontario corporation. The Business Combination Agreement provides that, among other things and in accordance with the terms and subject to the conditions thereof, the following transactions shall occur (the Business Combination): (i) prior to the closing of the transactions contemplated by the Business Combination Agreement (the Closing), SCAC shall domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended (the DGCL), and the Cayman Islands Companies Law (2018 Revision) (the Domestication); (ii) at the Closing and in accordance with Section 251 of the DGCL, Panavision Acquisition Sub will merge with and into Panavision, the separate corporate existence of Panavision Acquisition Sub will cease and Panavision will be the surviving corporation and a wholly owned subsidiary of SCAC (the Merger); (iii) at the Closing, SIM Acquisition Sub will purchase all of the issued and outstanding shares of capital stock of SIM (the SIM Shares) and SIM will be an indirect, wholly owned subsidiary of SCAC (the Purchase and, together with the Merger, the Acquisitions); and (iv) upon the effective time of the Merger (the Effective Time), SCAC will change its name to Panavision Holdings Inc. The Board of Directors of SCAC has unanimously (i) approved and declared advisable the Business Combination Agreement, the Business Combination and the other transactions contemplated by the Business Combination Agreement and (ii) resolved to recommend approval of the Business Combination Agreement and other related matters by the shareholders of SCAC. The Domestication Pursuant to the Domestication, (i) all issued and outstanding Class F ordinary shares, par value $0.0001 per share, of SCAC (the Class F Ordinary Shares) and Class A ordinary shares, par value $0.0001 per share, of SCAC (the Class A Ordinary Shares) will convert automatically by operation of law, on a one-for-one basis (and, in the case of the Class F Ordinary shares, without giving effect to any rights to adjustment or other anti- dilution protections) into shares of common stock, par value $0.0001 per share, of SCAC (after its domestication as a corporation incorporated in the State of Delaware) (the SCAC Common Stock) and (ii) each issued and outstanding warrant to purchase one Class A Ordinary Share (the Warrants) will convert automatically by operation of law, into warrants to acquire shares of SCAC Common Stock (the SCAC Warrants), subject to the same terms and conditions as the Warrants. Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Effects of the Transaction; Consideration The aggregate consideration to be paid to the equityholders of Panavision and the SIM Sellers shall consist of (i) cash in an amount equal to $478,500,000, subject to certain adjustments, (ii) 11,200,000 shares of SCAC Common Stock, subject to certain adjustments, and (ii) 2,750,000 Panavision Contingent Shares (as defined below). The Merger Consideration Pursuant to the Business Combination Agreement, the aggregate consideration to be paid to the equityholders of Panavision shall consist of (i) cash in an amount equal to $368,500,000, subject to certain adjustments, (ii) 8,100,000 shares of SCAC Common Stock, subject to certain adjustments (together with (i), the Merger Consideration), and (iii) 2,750,000 Panavision Contingent Shares. At the Effective Time, each issued and outstanding share of common stock, par value $0.01 per share, of Panavision (Panavision Common Stock), immediately prior to the Effective Time (other than any shares of Panavision Common Stock owned by Panavision (which will be canceled and no payment will be made with respect thereto) or with respect to which appraisal rights under the DGCL are properly exercised and not withdrawn) will be canceled and converted automatically into and become the right to receive the applicable portion of the Merger Consideration and Panavision Contingent Shares as determined in accordance with the Business Combination Agreement. In addition, whether vested or unvested, the Panavision Options and Restricted Stock (each as defined in the Business Combination Agreement), shall vest in full and shall be canceled and, if applicable, converted into the right to receive the applicable portion of the Merger Consideration (if any) as determined in accordance with the Business Combination Agreement. Further, certain participants in the Panavision Inc. Long Term Incentive Catch-up Plan (the Catch-up Plan Participants) will be entitled to receive a portion of the Merger Consideration as determined in accordance with the Business Combination Agreement. The SIM Purchase Price Pursuant to the Business Combination Agreement, the aggregate consideration to be paid to the holders of all of the issued and outstanding SIM Shares as of immediately prior to the Effective Time (including, for the avoidance of doubt, any SIM Shares issued upon the exercise of SIM Options prior to such time (as defined in the Business Combination Agreement)) (collectively, the SIM Sellers) shall consist of cash in an amount equal to $110,000,000, subject to certain adjustments, and 3,100,000 shares of SCAC Common Stock, subject to certain adjustments (collectively, the SIM Purchase