Saban Capital Acquisition Corp. (“SCAC”), announced late Thursday evening that they have entered into a definitive merger agreement 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.

Only a press release has been circulated so far, but there should be additional information filed Friday morning.  Hopefully, ahead of the conference call.

Conference Call

Saban Capital Acquisition Corp. and Panavision will host a joint investor conference call to discuss the proposed transaction on Friday, September 14, 2018 at 8:30 am Eastern Time.

• Dial 888-317-6016, or for international callers, 412-317-6016
• Replay: dial 877-344-7529, or for international callers, 412-317-0088 (confirmation code: 10124015)

Transaction

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 $253.4 million as of June 30, 2018
• 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
• Newly raised debt financing.

Upon the closing of the proposed transaction, Kim Snyder, President and Chief Executive Officer of Panavision will serve as Chairman and Chief Executive Officer, and Bill Roberts, Chief Financial Officer of Panavision, will serve in that role for the combined company.

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 to Panavision
• 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 and Stikeman Elliott LLP is serving as legal advisor to Sim.