Panavision’s $622 Million Combination with SIM Video International and Saban Capital Acquisition Corp.

Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC are serving as financial advisors, capital markets advisors and private placement agents and 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, and 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.

Saban Capital Acquisition Corp. (NASDAQ:SCAC), a publicly traded special purpose acquisition company, Panavision Inc., and Sim Video International Inc. have entered into a definitive business combination agreement to create a premier global provider of end-to-end production and post-production services to the entertainment industry. The combined company will be well positioned to capitalize on the continued growth of content production spending and enhance the scope of service offerings to its customers. Under the terms of the business combination agreement, Panavision and Sim will become wholly-owned subsidiaries of Saban Capital Acquisition Corp. Immediately following the proposed transactions, Saban Capital Acquisition Corp. intends to change its name to Panavision Holdings Inc. and is expected to continue to trade on the Nasdaq stock exchange.

Headquartered in Woodland Hills, California, Panavision is an iconic designer, manufacturer and provider of high precision optics and camera technology for the entertainment industry and a leading global provider of production-critical equipment and services. Headquartered in Toronto, Canada, Sim is a leading 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.

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.

Skadden advised Saban Capital Acquisition Corp. with a team including Jeffrey H. Cohen (Picture) and David C. Eisman.

Kirkland advised Panavision with a team including corporate partners Douglas Ryder and Christian Nagler; tax partners Sara Zablotney and Benjamin Schreiner; debt finance partner Ashley Gregory; and corporate associates Ryan Brissette, Jennifer Baumgarten, Jack Kider, Jonathan Khoury and Scott Kilian-Clark.

Stikeman Elliott LLP advised Sim with a team including Simon Romano and Michael Decicco.

Involved fees earner: Simon Romano – Stikeman Elliott; Michael Decicco – Stikeman Elliott; Douglas Ryder – Kirkland & Ellis; Christian Nagler – Kirkland & Ellis; Ryan Brissette – Kirkland & Ellis; Jennifer Baumgarten – Kirkland & Ellis; Jack Kider – Kirkland & Ellis; Jonathan Khoury – Kirkland & Ellis; Scott Kilian-Clark – Kirkland & Ellis; Sara Zablotney – Kirkland & Ellis; Benjamin Schreiner – Kirkland & Ellis; Ashley Gregory – Kirkland & Ellis; Jeffrey Cohen – Skadden Arps Slate Meager & Flom; David Eisman – Skadden Arps Slate Meager & Flom;

Law Firms: Stikeman Elliott; Kirkland & Ellis; Skadden Arps Slate Meager & Flom;

Clients: Panavision Inc. ; Saban Capital Acquisition Corp.; SIM Video International Inc;

Author: Ambrogio Visconti