SKADDEN, ARPS, SLATE, MEAGHER & FLOMLLP
300 SOUTH GRAND AVENUE
DIRECT DIAL (213) 687-5527
DIRECT FAX (213) 621-5527
EMAIL ADDRESS JONATHAN.KO@SKADDEN.COM | LOS ANGELES, CALIFORNIA 90071-3144
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TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com
August 23, 2016 | FIRM/AFFILIATE OFFICES
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BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON
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BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO |
VIA EDGAR
Ms. Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| RE: | Saban Capital Acquisition Corp. |
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted July 29, 2016
CIK No. 0001671854
Dear Ms. Hayes:
On behalf of Saban Capital Acquisition Corp. (the “Company”), in connection with the proposed initial public offering of the Company’s securities, we have filed today the Company’s Registration Statement on Form S-1 (the “Registration Statement”) in response to the comment of the staff (“Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission received by letter dated August 8, 2016, concerning Amendment No. 2 to the Company’s draft Registration Statement on Form S-1 submitted on July 29, 2016 (the “Draft Registration Statement”).
U.S. Securities and Exchange Commission
August 23, 2016
Page 2
The changes reflected in the Registration Statement include those made in response to the Staff’s comment as well as other updates. For the convenience of the Staff, we also have sent to you paper copies of this letter and copies of the Registration Statement marked to show changes from the Draft Registration Statement. All references in this letter to page numbers and captions correspond to the page numbers and captions in the Registration Statement.
Dilution, page 63
| 1. | Please refer to prior comment 1. In the headnote, please revise your description of the caption, “Pro forma net tangible book value after this offering and the sale of the private placement warrants,” to be consistent with your revisions to this table, by removing references to the immediate increase of “$9.18 per share to our sponsor” and the immediate dilution of “$10.00 per share or 100% to our public shareholders not exercising their redemption rights.” This disclosure continues to imply that your capitalization will decrease by $0.82 per share as a result of this offering instead of increasing by this amount. |
The Company has revised the disclosure as requested. Please see page 63.
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U.S. Securities and Exchange Commission
August 23, 2016
Page 3
Please contact me at (213) 687-5527 should you require further information.
Very truly yours,
/s/ Jonathan Ko
Jonathan Ko
| cc: | Saban Capital Acquisition Corp. |
Adam Chesnoff
| cc: | Freshfields Bruckhaus Deringer US LLP |
Paul Tropp
