0001193125-17-035288.txt : 20170209 0001193125-17-035288.hdr.sgml : 20170209 20170209061032 ACCESSION NUMBER: 0001193125-17-035288 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170209 DATE AS OF CHANGE: 20170209 GROUP MEMBERS: ALPHA FAMILY TRUST GROUP MEMBERS: CHERYL SABAN GROUP MEMBERS: HAIM SABAN GROUP MEMBERS: HSAC INVESTMENTS LP GROUP MEMBERS: SABAN CAPITAL GROUP, INC. GROUP MEMBERS: SCG INVESTMENT HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Saban Capital Acquisition Corp. CENTRAL INDEX KEY: 0001671854 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 981296434 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89637 FILM NUMBER: 17584337 BUSINESS ADDRESS: STREET 1: 10100 SANTA MONICA BOULEVARD, 26TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 557-5100 MAIL ADDRESS: STREET 1: 10100 SANTA MONICA BOULEVARD, 26TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Saban Sponsor LLC CENTRAL INDEX KEY: 0001684175 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10100 SANTA MONICA BOULEVARD, 26TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 557-5100 MAIL ADDRESS: STREET 1: 10100 SANTA MONICA BOULEVARD, 26TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13G 1 d341366dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Amendment No.     )*

Under the Securities Exchange Act of 1934

 

 

Saban Capital Acquisition Corp.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Titles of Class of Securities)

78516C106 

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 78516C106      

 

1  

NAME OF REPORTING PERSON

 

Saban Sponsor LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

a)  ☐        b)  ☐

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

- 0 -

   6    

SHARED VOTING POWER

 

6,044,570 (1)

   7    

SOLE DISPOSITIVE POWER

 

- 0 -

   8    

SHARED DISPOSITIVE POWER

 

6,044,570 (1)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,044,570 (1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

19.5% (2)

12  

TYPE OF REPORTING PERSON

 

OO

 

(1) Reflects 6,044,570 Class A ordinary shares (“Class A Shares”) of Saban Capital Acquisition Corp. (the “Issuer”) issuable upon conversion of 6,044,570 Class F ordinary shares (“Class F Shares”) of the Issuer.
(2) The calculation assumes that there is a total of 31,044,570 Class A Shares outstanding, which is the sum of (i) the 25,000,000 Class A Shares outstanding as of November 11, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 14, 2016 (the “2016 Third Quarter 10-Q”) and (ii) the 6,044,570 Class A Shares issuable upon conversion of the Class F Shares reported herein.

CUSIP No. 78516C106    

 

1  

NAME OF REPORTING PERSON

 

HSAC Investments LP

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

a)  ☐        b)  ☐

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

- 0 -

   6    

SHARED VOTING POWER

 

6,044,570 (3)

   7    

SOLE DISPOSITIVE POWER

 

- 0 -

   8    

SHARED DISPOSITIVE POWER

 

6,044,570 (3)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,044,570 (3)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

19.5% (4)

12  

TYPE OF REPORTING PERSON

 

PN

 

(3) Reflects 6,044,570 Class A Shares issuable upon conversion of 6,044,570 Class F Shares.
(4) The calculation assumes that there is a total of 31,044,570 Class A Shares outstanding, which is the sum of (i) the 25,000,000 Class A Shares outstanding as of November 11, 2016, as reported in the 2016 Third Quarter 10-Q and (ii) the 6,044,570 Class A Shares issuable upon conversion of the Class F Shares reported herein.

CUSIP No. 78516C106      

 

1  

NAME OF REPORTING PERSON

 

Saban Capital Group, Inc.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

a)  ☐        b)  ☐

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

- 0 -

   6    

SHARED VOTING POWER

 

6,044,570 (5)

   7    

SOLE DISPOSITIVE POWER

 

- 0 -

   8    

SHARED DISPOSITIVE POWER

 

6,044,570 (5)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,044,570 (5)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

19.5% (6)

12  

TYPE OF REPORTING PERSON

 

CO

 

(5) Reflects 6,044,570 Class A Shares issuable upon conversion of 6,044,570 Class F Shares.
(6) The calculation assumes that there is a total of 31,044,570 Class A Shares outstanding, which is the sum of (i) the 25,000,000 Class A Shares outstanding as of November 11, 2016, as reported in the 2016 Third Quarter 10-Q and (ii) the 6,044,570 Class A Shares issuable upon conversion of the Class F Shares reported herein.

CUSIP No. 78516C106      

 

1  

NAME OF REPORTING PERSON

 

SCG Investment Holdings, Inc.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

a)  ☐        b)  ☐

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

- 0 -

   6    

SHARED VOTING POWER

 

6,044,570 (7)

   7    

SOLE DISPOSITIVE POWER

 

- 0 -

   8    

SHARED DISPOSITIVE POWER

 

6,044,570 (7)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,044,570 (7)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

19.5% (8)

12  

TYPE OF REPORTING PERSON

 

CO

 

(7) Reflects 6,044,570 Class A Shares issuable upon conversion of 6,044,570 Class F Shares.
(8) The calculation assumes that there is a total of 31,044,570 Class A Shares outstanding, which is the sum of (i) the 25,000,000 Class A Shares outstanding as of November 11, 2016, as reported in the 2016 Third Quarter 10-Q and (ii) the 6,044,570 Class A Shares issuable upon conversion of the Class F Shares reported herein.

CUSIP No. 78516C106      

 

1  

NAME OF REPORTING PERSON

 

Alpha Family Trust

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

a)  ☐        b)  ☐

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

- 0 -

   6    

SHARED VOTING POWER

 

6,044,570 (9)

   7    

SOLE DISPOSITIVE POWER

 

- 0 -

   8    

SHARED DISPOSITIVE POWER

 

6,044,570 (9)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,044,570 (9)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

19.5% (10)

12  

TYPE OF REPORTING PERSON

 

OO

 

(9) Reflects 6,044,570 Class A Shares issuable upon conversion of 6,044,570 Class F Shares.
(10) The calculation assumes that there is a total of 31,044,570 Class A Shares outstanding, which is the sum of (i) the 25,000,000 Class A Shares outstanding as of November 11, 2016, as reported in the 2016 Third Quarter 10-Q and (ii) the 6,044,570 Class A Shares issuable upon conversion of the Class F Shares reported herein.

CUSIP No. 78516C106      

 

1  

NAME OF REPORTING PERSON

 

Cheryl Saban

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

a)  ☐        b)  ☐

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

- 0 -

   6    

SHARED VOTING POWER

 

6,044,570 (11)

   7    

SOLE DISPOSITIVE POWER

 

- 0 -

   8    

SHARED DISPOSITIVE POWER

 

6,044,570 (11)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,044,570 (11)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

19.5% (12)

12  

TYPE OF REPORTING PERSON

 

IN

 

(11) Reflects 6,044,570 Class A Shares issuable upon conversion of 6,044,570 Class F Shares.
(12) The calculation assumes that there is a total of 31,044,570 Class A Shares outstanding, which is the sum of (i) the 25,000,000 Class A Shares outstanding as of November 11, 2016, as reported in the 2016 Third Quarter 10-Q and (ii) the 6,044,570 Class A Shares issuable upon conversion of the Class F Shares reported herein.

CUSIP No. 78516C106      

 

1  

NAME OF REPORTING PERSON

 

Haim Saban

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

a)  ☐        b)  ☐

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States; Israel

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

- 0 -

   6    

SHARED VOTING POWER

 

6,044,570 (13)

   7    

SOLE DISPOSITIVE POWER

 

- 0 -

   8    

SHARED DISPOSITIVE POWER

 

6,044,570 (13)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,044,570 (13)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

19.5% (14)

12  

TYPE OF REPORTING PERSON

 

IN

 

(13) Reflects 6,044,570 Class A Shares issuable upon conversion of 6,044,570 Class F Shares.
(14) The calculation assumes that there is a total of 31,044,570 Class A Shares outstanding, which is the sum of (i) the 25,000,000 Class A Shares outstanding as of November 11, 2016, as reported in the 2016 Third Quarter 10-Q and (ii) the 6,044,570 Class A Shares issuable upon conversion of the Class F Shares reported herein.

CUSIP No. 78516C106    

 

Item 1(a). Name of Issuer:

Saban Capital Acquisition Corp.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

10100 Santa Monica Boulevard, 26th Floor

Los Angeles, California 90067

 

Item 2(a). Name of Person Filing:

This Schedule 13G is being filed jointly by Saban Sponsor LLC, a Delaware limited liability company (the “Sponsor”), HSAC Investments LP, a Delaware limited partnership (“HSAC”), Saban Capital Group, Inc., a Delaware corporation (“SCG”), SCG Investment Holdings, Inc., a Delaware corporation (“SCG Investments”), Alpha Family Trust, a grantor trust established under the laws of the State of California (the “Trust”), Cheryl Saban and Haim Saban (each, a “Reporting Person” and, collectively, the “Reporting Persons”), pursuant to an Agreement of Joint Filing, a copy of which is filed with this Schedule 13G as Exhibit 1, in accordance with Rule 13d-1(k)(1) under the Act.

The Class F Shares are held directly by the Sponsor. Haim Saban and his spouse, Cheryl Saban, share voting and dispositive power over the Class F Shares held by the Sponsor as a result of being the co-trustees of the Trust, which is the sole stockholder of SCG Investments, the sole stockholder of SCG, the general partner of HSAC, which controls the Sponsor.

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

c/o Saban Capital Group, Inc.

10100 Santa Monica Boulevard, 26th Floor

Los Angeles, CA 90067

 

Item 2(c). Citizenship:

See responses to Item 4 on each cover page.

 

Item 2(d). Titles of Classes of Securities:

Class A Ordinary Shares, par value $0.0001 per share

 

Item 2(e). CUSIP Number:

The Class A Ordinary Shares CUSIP number is 78516C106.

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)    ☐    Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
(b)    ☐    Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
(c)    ☐    Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
(d)    ☐    Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)    ☐    Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

CUSIP No. 78516C106    

 

(f)    ☐    Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)    ☐    Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)    ☐    Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)    ☐    Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)    ☐    Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
(k)    ☐    Group in accordance with §240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:                     .

 

Item 4. Ownership

 

(a) Amount beneficially owned:

See responses to Item 9 on each cover page.

 

(b) Percent of class:

See responses to Item 11 on each cover page.

 

(c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

 

  (ii) Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii) Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

 

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

CUSIP No. 78516C106    

 

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9. Notice of Dissolution of Group.

Not Applicable.

 

Item 10. Certification.

Not Applicable.

CUSIP No. 78516C106    

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2017

 

Saban Sponsor LLC
By:  

/s/ Adam Chesnoff

Name:   Adam Chesnoff
Title:   Managing Director
HSAC Investments LP
By:  

/s/ Adam Chesnoff

Name:   Adam Chesnoff
Title:   President and Chief Operating Officer of Saban Capital Group, Inc., the general partner of HSAC Investments LP
Saban Capital Group, Inc.
By:  

/s/ Adam Chesnoff

Name:   Adam Chesnoff
Title:   Director
SCG Investment Holdings, Inc.
By:  

/s/ Adam Chesnoff

Name:   Adam Chesnoff
Title:   President and Chief Operating Officer
Alpha Family Trust
By:  

/s/ Haim Saban

Name:   Haim Saban
Title:   Co-Trustee
Cheryl Saban

/s/ Cheryl Saban

Haim Saban

/s/ Haim Saban

CUSIP No. 78516C106    

 

Exhibit Index

 

Exhibit 1    Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.

 

 EX-99.1 2 d341366dex991.htm EX-1 EX-1

Exhibit 1

AGREEMENT OF JOINT FILING

This joint filing agreement (this “Agreement”) is made and entered into as of this 9th day of February 2017, by and among Saban Sponsor LLC, HSAC Investments LP, Saban Capital Group, Inc., SCG Investment Holdings, Inc., Alpha Family Trust, Cheryl Saban and Haim Saban.

The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Schedule 13G in respect of the Class A Ordinary Shares, $0.0001 par value, of Saban Capital Acquisition Corp. is filed on behalf of each of the parties to this Agreement and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The parties to this Agreement acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning her, him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that she, he or it knows or has reason to believe that such information is inaccurate.

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

Dated: February 9, 2017

 

Saban Sponsor LLC
By:  

/s/ Adam Chesnoff

Name:   Adam Chesnoff
Title:   Managing Director
 
HSAC Investments LP
By:  

/s/ Adam Chesnoff

Name:   Adam Chesnoff
Title:   President and Chief Operating Officer of Saban Capital Group, Inc., the general partner of HSAC Investments LP
 
Saban Capital Group, Inc.
By:  

/s/ Adam Chesnoff

Name:   Adam Chesnoff
Title:   Director
 
SCG Investment Holdings, Inc.
By:  

/s/ Adam Chesnoff

Name:   Adam Chesnoff
Title:   President and Chief Operating Officer

Alpha Family Trust
By:  

/s/ Haim Saban

Name:   Haim Saban
Title:   Co-Trustee
Cheryl Saban

/s/ Cheryl Saban

 

Haim Saban

/s/ Haim Saban