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 theNotes).
| 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 Rule13d-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 theco-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) or240.13d-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 anon-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 Rule13d-1(k)(1) under the Act. | |||