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Saban Capital Acquisition Corp. Enters into a Merger Agreement with Panavision and Sim

Saban Capital Acquisition Corp. (“Saban Capital Acquisition Corp.”), a publicly traded special purpose acquisition company, Panavision Inc. (“Panavision”), and Sim Video International Inc. (“Sim”) announced today that the companies 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. (the “Company”) 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.

“We are excited to partner with Kim along with the Panavision and Sim teams to capitalize on the explosive growth in content spending,” commented Haim Saban, Chairman of Saban Capital Acquisition Corp. He continued, “Advancements in technology and the emergence of streaming have fundamentally changed how consumers watch and discover content. This is driving significant growth in the market for production and post-production services. This secular trend creates a tremendous opportunity for Panavision to leverage its leading technology and pursue opportunistic acquisitions to grow in a manner that is agnostic to the content creator and distribution channel.”

Adam Chesnoff, President and Chief Executive Officer of Saban Capital Acquisition Corp., commented, “This transaction creates a leading global platform ideally positioned to capitalize on the rapid growth in content production. The combination of these two companies will create the foremost provider of end-to-end production and post-production services. Combining this platform with Saban’s wide-ranging global media relationships, experience in production, and successful track record of creating value for its partners, will position the Company to accelerate growth and pursue complementary acquisitions. We are excited about the potential.”

“For nearly 65 years, Panavision has proudly served the entertainment industry providing cutting-edge equipment and exemplary service to support the creative vision of our customers,” says Kim Snyder, Chairman and CEO of the combined company. “This acquisition will leverage the best of Panavision’s and Sim’s resources by providing comprehensive products and services to best address the ever-adapting needs of content creators globally. These complementary companies subscribe to the same strategic vision: to support our customers as the category-defining provider of end-to-end production and post-production services.”

“Combining the talent and integrated services of Sim with two of the biggest names in the business, Panavision and Saban, will accelerate our strategic plan,” added James Haggarty, President and CEO of Sim. “The resulting scale of the new combined enterprise will better serve our clients and help shape the content-creation landscape,” continued Haggarty.

The respective boards of directors of Saban Capital Acquisition Corp., Panavision and Sim have unanimously approved the proposed transactions. Completion of the proposed transactions are subject to Saban Capital Acquisition Corp. stockholder approval, certain regulatory approvals and other customary closing conditions. The parties expect that the proposed transactions will be completed in the first quarter of 2019.

For additional information on the proposed transaction, see Saban Capital Acquisition Corp.’s Current Report on Form 8-K, which will be filed promptly and can be obtained at the website of the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov.

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.

Source: Marketwatch

How California’s Asian-American Legislators Made the Film Tax Credit’s Diversity Provisions Happen

Asian-Americans are typically seen as a silent or invisible minority in both politics and entertainment, but they were the surprising drivers behind the unprecedented diversity provisions contained in the new extension of California’s film and television tax credit.

“We were just sick of the whitewashing,” assemblymember and Asian Pacific Islander Legislative Caucus chair Rob Bonta tells The Hollywood Reporter. Bonta, the first Filipino-American state legislator in California history, joined nine other speakers at WME’s Beverly Hills headquarters on Tuesday morning for a press conference touting the new legislation, which was signed by Gov. Jerry Brown on June 27.

The API caucus, which at 12 members is the largest it has ever been, stood firm as a voting bloc in demanding the addition of the diversity provisions, which most notably involve requiring applicants to report the diversity of their workforce, including the key above-the-line positions. “We don’t need another Ghost in the Shell or Aloha,” Bonta says. “We want to see our stories being told by API writers, directors, producers and actors, and this [reporting provision] isn’t a crazy or overly aggressive ask. This is a fair ask, exceedingly achievable and doable.”

Productions don’t have to meet any quotas to be considered for the credit, but the objective is to motivate change by starting with self-awareness. “By including reporting on diversity above the line, this bill creates accountability,” said Stacy L. Smith, founding director of USC’s Annenberg Inclusion Initiative, in her remarks at the event. “Rather than waiting for reports like mine, content creators have to tabulate their own scores on inclusion, and creating this awareness opens up a space for people to make intentional choices in who is hired, and it forces filmmakers to recognize when they have not made choices toward inclusion.”

Focusing on above-the-line inclusion is important because it creates a trickle-down effect, multiple speakers testified at the press conference. Westworld actor Leonardo Nam credited four women of color — The Perfect Score co-producer Sharla Sumpter, The Sisterhood of the Traveling Pants 2 producer Debra Martin Chase, Ava DuVernay (who cast him as an FBI agent in her 2015 CBS pilot For Justice) and Westworld co-creator Lisa Joy — for flouting Asian male casting conventions to deliver significant milestones in his career. Said Nam, “I stand before you as living proof that diversity above the line works in creating opportunities for equality and diversity in all ranks of the entertainment industry.”

The extension, which also includes calling for productions to disclose or establish initiatives to promote women and people of color, as well as the establishment and funding of a Career Pathways Training pilot program for residents from underserved communities, will take effect on Jan. 1, 2020, and the first report from the data collection is expected at the end of that year.

At Tuesday’s press conference, which also featured addresses from WME partner Nancy Josephson and producers Nina Yang Bonjiovi and Jon Jashni, George Takei spoke movingly of the power that Hollywood’s decisions have in influencing culture and policy, drawing a connection between 1940s pop culture depictions of Japanese — “evil, inscrutable, untrustworthy” — and the government’s decision to intern 120,000 Japanese-Americans following the attack on Pearl Harbor.

“The president of the United States, affected by those images that added to the hysteria of this country, signed an executive order that ordered all Japanese-Americans on the West Coast to be rounded up with no due process — the central pillar of our justice system — and put into barbed-wire prison camps,” the former Star Trek star said in his press conference address. “We were loyal Americans, yet we became enemy aliens. That is the power of images projected by the media.”

The event, which came about in part through the friendship and collaboration between assemblymember David Chiu and WME partner Theresa Kang-Lowe, was a demonstration of the impact that underrepresented individuals can have in generating change. “[The new legislation] wouldn’t have happened but for the partnership of an African-American budget chair [state senator Holly Mitchell, who authored of the bill], Latino majority leader [Ian Calderon] and the API caucus pushing for diversity,” says Chiu.

Inclusion in entertainment has long been a pet cause for the San Francisco legislator, but he can point to an incident in the not-so-distant past as a formative moment — Feb. 28, 2016 — that galvanized his latest efforts. “I was at the hospital, my wife was in labor, and the television was on,” he tells THR. “It was the Oscars, and the host [Chris Rock] brought onto the stage three little Asian kids and proceeded to make fun of them. I was watching this and thinking about the future of my son. Is he going to be the butt of jokes, and what do we have to do to change that?”

Mitchell delivered a key take-away in her podium remarks. “If you don’t think elections matter, look at the contents of this bill,” she said. “Quite frankly, if there wasn’t a woman of color chair of the budget committee or an API caucus with strength in numbers and leverage, who could make this a top priority, maybe [this legislation wouldn’t have happened]. So if these issues are important to you, then elect people who share your core values, can take these policy issues to the table and make it happen for all of us.”

Source: Hollywood Reporter

Toronto Film Festival Adds 19 Canadian Films, 9 of Them Directed by Women

New films from Canadian filmmakers Denys Arcand, Maxime Giroux, Jennifer Baichwal and Bruce Sweeney have been added to 2018 Toronto International Film Festival lineup, which announced its slate of Canadian films on Wednesday.

Nine of the films are directed by women, fsix are debut features and 14 are world premieres.

Canadian features will include Arcand’s “The Fall of the American Empire,” Giroux’s “The Great Darkened Days” and Sweeney’s “Kingsway.”

The Canadian documentaries include Baichwal, Nicholas de Pencier and Edward Burtynsky’s “Anthropocene,” Ron Mann’s “Carmine Street Guitars” and Thom Fitzgerald’s “Splinters.”

Three of the films – Gwaii Edenshaw and Helen Haig-Brown’s “Edge of the Knife,” Darlene Naponse’s “Falls Around Her” and Miranda de Pencier’s “The Grizzlies” – feature indigenous talent.

A special event will screen the documentary “Sharkwater Extinction,” the final film from director and conservationist Rob Stewart.

The Toronto festival also announced four Canadian actors and filmmakers who will participate in the TIFF Rising Stars program: Devery Jacobs, Lamar Johnson, Michaela Kurimsky and Jess Salgueiro. Salgueiro, Johnson and Kurimsky appear in the TIFF films “Mouthpiece,” “The Hate U Give” and “Firecrackers,” respectively, while Jacobs is an actor and filmmaker whose short film “Rae” won awards at shorts festivals.

It also revealed the six participants in the Telefilm Canada’s Pitch This! competition, and the 22 emerging filmmakers who have been chosen for the TIFF Filmmaker Lab, which this year will be headed by producer Cassian Elwes and Elizabeth Karlsen and directors Julie Dash and William Oldroyd.

In addition, TIFF announced two dozen Canadian shorts that will screen at the festival.

Source: The Wrap

ARRI makes ARRIRAW available for AMIRA

ARRI is enabling owners and operators of AMIRA cameras to record in ARRIRAW.

The change will involve the installation of the new Software Update Package SUP 5.3, and the purchase of a license. It will give cinematographers the option to record ARRIRAW 2.8K up to 48fps, which increases the versatility of their AMIRA even further, and gives them more options to offer clients.

“It’s a response to an increasing demand”, said Markus Duerr, the ARRI AMIRA product manager. “With the growing popularity of ARRIRAW more and more AMIRA users have been asking us to make it available to them”. 

The move has been well received by AMIRA users, with wildlife filmmaker Tom Rowland giving it an enthusiastic welcome. “With the onset of ARRIRAW to the Amira it will certainly strengthen its place in the wildlife filmmaking game,” he said. “It will certainly add a whole new level of post-production flexibility to rushes.”

ARRIRAW data produced from an ARRI AMIRA can be considered a digital version of a camera negative. It is the only format that retains the camera’s natural color response and great exposure latitude as uncompressed and unencrypted sensor data. The originally recorded raw data remains pristine, providing flexibility in postproduction and raw data archiving.

The ARRI AMIRA is a versatile camera system that combines exceptional image quality and affordable CFast 2.0 workflows with an ergonomic design optimized for single-operator use and extended shoulder-mounted operation. Ready to pick up and shoot straight out of the camera bag, AMIRA is tough enough to take anywhere and features in-camera grading with preloaded 3D LUTs, as well as 200 fps slow motion. It is suitable for a great variety of production types, from reportage and corporate films, to TV drama and low-budget movies.

Why Hollywood franchises like ‘Mission: Impossible’ and ‘Star Wars’ treat London as a second home

When Tom Cruise rushes to the peak of the iconic rooftop of the Tate Modern in “Mission: Impossible — Fallout,” it’s not just one of the film’s many thrilling action set pieces, it’s also a prime showcase for Hollywood’s latest home away from home.

As U.S. film production continues to shift beyond the Los Angeles-based movie studios, several top franchises — including cornerstones of the “Star Wars” and DC cinematic universes — have recently found a central hub in London and elsewhere in the U.K. And they’re bringing big Hollywood budgets with them.

In 2017, 18 U.S. studio films were produced in the U.K. and accounted for 71% (roughly 1.78 million in today’s dollars) of the total spent on filmmaking in the country, according to the British Film Institute (BFI). There are several factors that drive this increase in film production outside the U.S., most notably a valuable tax credit that can help studios do more with less.

“The U.K. tax incentive is reliable and consistent,” says Lee Rosenthal, president of physical production at Paramount, who recently produced “Mission: Impossible – Fallout” in London. “One of the challenges with those incentives in the United States, for instance, is that they can vary, or they can come and go based on local governments. In the U.K., the government is always looking to improve its incentives and reinvest into the film community.”

The U.K. Film Tax Relief, which was enacted in 2007, offers producers a payable cash rebate of up to 25% for qualifying expenditures in the U.K. While there are specific qualifying factors for a production, all aspects of filmmaking, including post-production and visual effects services, can be applied to the tax credit. Most productions are able to claim the rebate within three months.

This credit, along with subsequent government credits added in 2013 and 2014, have spurred growth in the U.K. film and television industry both for domestic and international productions.

“What’s happened particularly over the last 10 to 15 years — and accelerated in the last five — is that we’ve reached a certain critical mass,” says Adrian Wootton, chief executive of the British Film Commission and Film London. “We wanted to make sure we were a competitive place for people to make film and television. The government listened to the arguments that were made by the film community to introduce competitive fiscal incentives … [and] we shaped them in a way that’s very good for the production process.”

The access to qualified, locally based film crews also encourages productions to travel to the U.K. The BFI is actively working to identify and train new crews with its BFI Film Academy Future Skills program.

Recently, the BFI partnered with Lucasfilm, which produces the Star Wars movies out of London’s Pinewood Studios, on a program that will place 30 paid trainees in production roles on “Star Wars: Episode IX,” which recently began production. The program previously placed 28 trainees on the production of “Solo: A Star Wars Story.”

“We’ve got film and television coming in from all over the world, so we need to grow that crew base,” says BFI Chief Executive Amanda Nevill. “One of the biggest things we’re doing is to really evangelize about how we can open the door for anybody who wants to get into the film world. We are putting huge amounts of money into diversity and inclusion because we know that in order to (a) find the best people and (b) find the quantity, we need we have to be opening doors and making the industry really easy to enter for people from backgrounds who might never have thought about it.”

The existence of trained crews in the U.K. is both a practical and a financial consideration for Hollywood studios.

“We’re charged with making the biggest possible movie at the best possible price,” say Bill Draper, president of physical production at Warner Bros. “The tax credit is one piece of that, but you can’t underestimate the talent that’s there. We make movies in many places — we made ‘Mad Max: Fury Road’ in Namibia and South Africa, and we had to bring a whole bunch of people. But if you go to the U.K., the technicians, the craftspeople, the artisans are all there. So you don’t have that expense and they’re fantastic.”

“You can make an entire movie with a local crew,” adds Jeff LaPlante, president of physical production at Universal, who recently completed “Jurassic World: Fallen Kingdom” out of Pinewood. “It’s just a very efficient place. The tax credit and the exchange rate are making it very lucrative to make a movie in the U.K.

The production studios and facilities benefit from the filmmaking boom. Shepperton Studios, owned by Pinewood Studio Group, recently announced an expansion plan to add new soundstages, workshops and backlots to its existing 14 stages. Shepperton, outside London, has recently been home to the productions of “Mary Poppins Returns” for Disney and Universal’s “Mamma Mia! Here We Go Again.”

Pinewood, which operates as home base for “Star Wars” and numerous Disney productions — including the upcoming “Maleficent” sequel — as well as the James Bond franchise, recently completed five new stages and will shortly begin construction on six more.

After producing the Harry Potter franchise on its soundstages, Warner Bros. purchased what is now known as Warner Bros Studios Leavesden in 2010. The studio uses its space for films including “Justice League,” “Fantastic Beasts: The Crimes of Grindelwald” and “Wonder Woman 1984” but also rents to other productions. “Mission: Impossible — Fallout” and last year’s “Kingsman: The Golden Circle” used the facilities, and Sony is in production on an upcoming project there. Leavesden also owns a post-production facility in London where 50% of the business is third-party.

The demand for filmmaking infrastructure is immense.

“It’s definitely very, very busy,” says Rosie Alison, a producer at Heyday Films who is currently working on “The Secret Garden” out of Pinewood. “You have to book ahead and fight to get your studio space. Without question, if somebody opened another studio here they’d do well.”

That’s exactly what’s happening. In June, Twickenham Studios announced a partnership with the property development firm Capital & Centric to create Littlewoods Studios in Liverpool, an up-and-coming hub for film and TV production. Because Twickenham isn’t able to grow in its current London facilities, expanding to a larger space will help meet the demand.

“The goal is to be less London-centric and to generate opportunities for people and businesses in the surrounding Liverpool area,” says Chief Operating Officer Maria Walker. “It’s definitely exciting and has generated a lot of buzz for the area, which is great. People have been very supportive of us joining the community.”

“There’s already demand [for the studio space],” says Tim Heatley, co-founder of Capital & Centric, which owns the Littlewoods building. “The Liverpool Film Office has inquiry after inquiry and could fill the space tomorrow with productions from the U.S. and elsewhere. As property developers, it’s our job to deliver a destination that people in California hear about and actively want to be a part of.”

Production in the U.K. isn’t expanding only in England. Northern Ireland has seen significantly increased interest since the success of HBO’s “Game of Thrones,” and as a result, the Belfast Harbor Studios opened in the capital city last year. The Starz series “Outlander” currently shoots outside Glasgow at Wardpark Studios, and Terry Thomson, chairman and owner of Wardpark, has announced plans to build more stages to become a dedicated film production complex. Bristol and areas of Wales are seeing similar growth.

Source: LA Times

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