Saban Capital Acquisition Corporation
PROPOSED BUSINESS COMBINATION: PANAVISION INC. / SIM VIDEO
ESTIMATED CURRENT FUNDS in TRUST: $216.8* Million
CURRENT PER SHARE REDEMPTION PRICE: $10.26*
ENTERPRISE VALUE: $629 Million
*SPACInsider estimate a/o 1-29-19
Saban Capital Acquisition Corp. proposes to combine with Panavision Inc., and Sim Video International Inc. The combined company will create a global provider of end-to-end production and post-production services to the entertainment industry.
Panavision is headquartered in Woodland Hills, California, and is a designer, manufacturer and provider of high precision optics and camera technology for the entertainment industry and a global provider of production-critical equipment and services.
Sim Video is headquartered in Toronto, Canada, and is a provider of production and post-production solutions with facilities in Los Angeles, Vancouver, Atlanta, New York and Toronto.
The transaction reflects a valuation for the combined entity of $622 million (inclusive of debt) or approximately 5.9x fiscal year 2018 estimated Adjusted EBITDA. The cash component of the purchase price to be paid to the equity holders of Panavision and Sim will be funded by Saban Capital Acquisition Corp.’s cash in trust, which is approximately $250 million, a $55 million private placement of common stock at $10.00 per share secured from a mix of premier institutional investors as well as an affiliate of Saban Sponsor LLC and newly raised debt financing.
ADVISORS
- Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC are serving as financial advisors, capital markets advisors and private placement agents to Saban Capital Acquisition Corp.
- Skadden, Arps, Slate, Meagher & Flom LLP and Dentons Canada LLP are serving as legal advisors to Saban Capital Acquisition Corp.
- Houlihan Lokey, Inc. is serving as financial advisor, Citi is serving as Capital Markets Advisor to Panavision
- Kirkland & Ellis, LLP and Osler, Hoskin & Harcourt LLP are serving as legal advisors to Panavision.
- Marckenz Group Capital Partners is serving as financial advisor to Sim.
- Stikeman Elliott LLP is serving as legal advisor to Sim.
SABAN CAPITAL MANAGEMENT & BOARD
Executive Officers
Adam Chesnoff, 50
Director, President and CEO
Mr. Chesnoff has also served as the President and Chief Operating Officer of Saban Capital since 2002. From February 1997 to October 2001, Mr. Chesnoff served as Vice President of Fox Family Worldwide. Mr. Chesnoff currently serves on the boards of directors of Partner Communications (Chairman), Saban Capital and other affiliates of Saban Capital, Celestial Tiger Entertainment Ltd. and Media Nusantara Cinta Tbk. Mr. Chesnoff also currently serves on the Board of Directors of Univision Communications since 2007. In addition, Mr. Chesnoff serves as a member of the board of commissioners of MNC and PT Media Nusantara Citra TBK. Mr. Chesnoff’s qualifications to serve as a director includes serving on boards of directors of public and private companies around the world. Mr. Chesnoff previously served on the boards of directors of ProSiebenSat.1 Media AG and Bezeq The Israeli Telecommunciation Corp Ltd.. Mr. Chesnoff holds a B.A. in Economics and Management from Tel Aviv University and an M.B.A. from the University of California, Los Angeles.
Fred Gluckman, 45
Executive Vice President and CFO
Mr. Gluckman has been employed by Saban Capital since 2003 and has served as Senior Vice President and Chief Financial Officer from 2010 to 2016 and Executive Vice President and Chief Executive Officer since 2016. Mr. Gluckman currently serves as a member of the Board of Directors of Partner Communications, an alternate member of the Board of Directors of Celestial Tiger Entertainment Ltd. serving on its Audit Committee, and a member of the Board of Directors of two privately-held affiliates of Saban Capital. Prior to joining Saban Capital, Mr. Gluckman performed international and domestic tax advisory work in the London and Southern California practices of Deloitte. Mr. Gluckman holds a BS in Economics from Wharton Business School of the University of Pennsylvania.
Philip Han, 47
Executive Vice President and CIO
Mr. Han has been employed by Saban Capital since 2003 and has served as Senior Vice President and Chief Investment Officer from 2010 to 2016 and Executive Vice President and Chief Investment Officer since 2016. Prior to joining Saban Capital, Mr. Han served as VP of finance and business development for EYM Technologies, a venture-backed email infrastructure and development company and Senior Manager with PricewaterhouseCoopers in the entertainment, media and technology tax consulting group. Mr. Han holds a BA in Economics/Business from the University of California, Los Angeles and an MBA in Finance from the Anderson School at University of California, Los Angeles.
Niveen Tadros, 42
Executive Vice President and General Counsel
Ms. Tadros has served as General Counsel from 2002-2003 and as Executive Vice President and General Counsel of Saban Capital since 2003. Ms. Tadros also currently serves as a member of the Board of Directors of Celestial Tiger Entertainment Ltd. since 2012. Prior to joining Saban Capital, Ms. Tadros was an associate at Latham & Watkins where Ms. Tadros specialized in mergers and acquisitions, finance, public offerings, joint ventures and strategic alliances. Ms. Tadros holds a BS, in Civil Engineering from University of California Irvine and a JD from Northwestern University School of Law
Board of Directors
Haim Saban, 71
Chairman of the Board of Directors
Mr. Saban serves as Chairman and Chief Executive Officer of Saban Capital since 2002. From June 1997 to October 2001, Mr. Saban served as Chairman and Chief Executive Officer of Fox Family Worldwide. Mr. Saban currently serves on the Board of Directors of Saban Capital and some of its affiliates and has served as Chairman of the Board of Directors of Univision Communications since 2007. Mr. Saban’s qualifications to serve as our Chairman include over forty years of experience investing and operating publicly listed and privately held companies around the world. In addition, Mr. Saban previously served on the Board of Directors of ProSiebenSat.1 Media AG as chairman of the supervisory board, Television Francaise 1, the largest commercial broadcaster in France and DirecTV, Inc.
Chase Carey, 62
Director
Mr. Carey has served as Vice Chairman of 21st Century Fox since July 2016. From 2009 to 2015, Mr. Carey served as the President and Chief Operating Officer of 21st Century Fox. Mr. Carey also served as Deputy Chairman of the Board of Directors of 21st Century Fox from 2009 to 2015 and as Executive Vice Chairman from July 2015 to June 2016. Mr. Carey is also a Director of Sky, Plc. Previously, Mr. Carey was President and Chief Executive Officer of DIRECTV, Inc., where he led the operations and strategic direction of the DIRECTV, Inc. companies – which include DIRECTV, Inc. in the United States and DIRECTV Latin America. Mr. Carey was elected to the position in 2003 by the company’s Board of Directors. Mr. Carey also served on The DIRECTV Group Board of Directors. Prior to joining DIRECTV, Inc., Mr. Carey was co-Chief Operating Officer of News Corporation (now known as 21st Century Fox) and Chairman and Chief Executive Officer of the Fox Television Group. Mr. Carey holds a BS in math and economics from Colgate University and an MBA from Harvard Business School. Mr. Carey is also a Trustee Emeritus at Colgate University.
James A. Rasulo, 60
Director
Mr. Rasulo has served as a member of the board of directors of the Los Angeles Philharmonic since 2006 and will be Chairman as of September 20, 2016. Since June 2008, Mr. Rasulo has served as an Executive Committee Member of the Los Angeles Philharmonic. Mr. Rasulo also serves on the National Board of Governors of the Boys and Girls Club of America, where he chairs the marketing committee. Mr. Rasulo was previously employed by The Walt Disney Company and its affiliates commencing in 1986. He served as Chief Financial Officer and Senior Executive Vice President of The Walt Disney Company from 2010 to 2015. From 2002 to 2010, Mr. Rasulo served as Chairman of Walt Disney Parks and Resorts, and as Chairman/CEO of Euro Disney SCA from 1998 to 2002. He was senior vice president of Corporate Alliances from 1993 to 1995, organizing the sponsorship activities into a company-wide strategic business unit. Mr. Rasulo first joined The Walt Disney Company in 1986 as director and later became senior vice president of Corporate Strategic Planning where he led strategy development for all real estate-based businesses in The Walt Disney Company portfolio. Mr. Rasulo also spent three years with Disney Regional Entertainment where he was part of the development of ESPN Zone. Prior to joining The Walt Disney Company, Mr. Rasulo worked for Chase Manhattan Bank in 1978 as an exchange rate/interest rate forecaster, and then in 1984 became a manager of corporate planning for the Marriott Corporation. Mr. Rasulo holds a degree in economics from Columbia University and an MA in economics and MBA from the University of Chicago.
Casey Wasserman, 43
Director
Mr. Wasserman is the Chairman and Chief Executive Officer of Wasserman Media Group, LLC, a leading sports, entertainment and lifestyle marketing and management agency that represents brands, properties and talent on a global basis. In 2014 Los Angeles Mayor Eric Garcetti appointed Mr. Wasserman to head the city’s Olympic host efforts as the LA2024 Chairman, and in September 2015 the United States Olympic Committee selected Los Angeles as its U.S. Olympic bid city for the 2024 Olympic and Paralympic Games. Mr. Wasserman is a Trustee of the Los Angeles County Museum of Art, and a board member of several renowned philanthropic organizations including The Jules Stein Eye Institute, The LBJ Presidential Library and The Motion Picture Television Fund. Mr. Wasserman serves on the board of directors of Activision Blizzard and the digital media company, Vox Media. He holds a B.A. in Political Science from UCLA and resides in Los Angeles.