0001104659-20-046814.txt : 20200415 0001104659-20-046814.hdr.sgml : 20200415 20200415142133 ACCESSION NUMBER: 0001104659-20-046814 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200415 DATE AS OF CHANGE: 20200415 GROUP MEMBERS: DISNEY ENTERPRISES, INC. GROUP MEMBERS: TFCF AMERICA, INC. GROUP MEMBERS: TFCF CORP GROUP MEMBERS: TWDC ENTERPRISES 18 CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FaceBank Group, Inc. CENTRAL INDEX KEY: 0001484769 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 264330545 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89078 FILM NUMBER: 20793343 BUSINESS ADDRESS: STREET 1: 5550 GLADES ROAD STREET 2: SUITE 500 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: (561) 826-9307 MAIL ADDRESS: STREET 1: 5550 GLADES ROAD STREET 2: SUITE 500 CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: Pulse Evolution Group, Inc. DATE OF NAME CHANGE: 20190228 FORMER COMPANY: FORMER CONFORMED NAME: Recall Studios, Inc. DATE OF NAME CHANGE: 20190211 FORMER COMPANY: FORMER CONFORMED NAME: CalEthos, Inc. DATE OF NAME CHANGE: 20190208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Walt Disney Co CENTRAL INDEX KEY: 0001744489 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 830940635 STATE OF INCORPORATION: DE FISCAL YEAR END: 1003 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: (818) 560-1000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521 FORMER COMPANY: FORMER CONFORMED NAME: TWDC Holdco 613 Corp. DATE OF NAME CHANGE: 20180702 FORMER COMPANY: FORMER CONFORMED NAME: TWDC Holdco 613 Corp DATE OF NAME CHANGE: 20180622 SC 13G 1 a20-15963_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

FACEBANK GROUP, INC.

(Name of Issuer)

 

Common Stock, par value $0.0001

(Title of Class of Securities)

 

143764108

(CUSIP Number)

 

April 1, 2020

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for 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 the 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 (“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 the Notes).

 


 

CUSIP No. 143764108

 

 

1.

Names of Reporting Persons
The Walt Disney Company

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
 2,652,004*

 

7.

Sole Dispositive Power
 0

 

8.

Shared Dispositive Power
6,630,012*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,630,012*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.14%* 

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


* As of April 1, 2020 based on 34,449,977 shares of common stock of the Issuer that were outstanding following the merger of fuboTV Acquisition Corp., a wholly-owned subsidiary of the Issuer, and fuboTV Inc. The amounts reported in this Schedule 13G represent 3,315,006 shares of the Issuer’s Series AA Convertible Preferred Stock (the “Preferred Stock”) owned by the Reporting Persons, which are entitled to 0.8 votes per share (2,652,004 votes) and convertible into 6,630,012 shares of common stock in connection with a bona fide transfer to a third party. The Reporting Persons’ 3,315,006 shares of Preferred Stock represent 6.05% of the total number of all outstanding shares of the Issuer’s common stock (assuming the conversion of all 32,324,362 shares of Preferred Stock outstanding) and less than 5% of the total voting power of all outstanding shares of the Issuer’s common stock and Preferred Stock on a combined basis as of April 1, 2020. Assuming the Reporting Persons converted all of their shares of Preferred Stock reported in this Schedule 13G into common stock in connection with a bona fide transfer to a third party and no other holders of shares of Preferred Stock elected to convert, the 6,630,012 shares of the Issuer’s common stock reported as being beneficially owned by the Reporting Persons in this Schedule 13G would represent approximately 16.14% of the outstanding common stock of the Issuer. The amount of both classes of shares outstanding was provided to the Reporting Persons by the Issuer after giving effect to the merger.

 

2


 

 

1.

Names of Reporting Persons
TWDC Enterprises 18 Corp.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
 2,652,004*

 

7.

Sole Dispositive Power
 0

 

8.

Shared Dispositive Power
6,630,012*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,630,012*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.14%* 

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


* As of April 1, 2020 based on 34,449,977 shares of common stock of the Issuer that were outstanding following the merger of fuboTV Acquisition Corp., a wholly-owned subsidiary of the Issuer, and fuboTV Inc. The amounts reported in this Schedule 13G represent 3,315,006 shares of the Issuer’s Series AA Convertible Preferred Stock (the “Preferred Stock”) owned by the Reporting Persons, which are entitled to 0.8 votes per share (2,652,004 votes) and convertible into 6,630,012 shares of common stock in connection with a bona fide transfer to a third party. The Reporting Persons’ 3,315,006 shares of Preferred Stock represent 6.05% of the total number of all outstanding shares of the Issuer’s common stock (assuming the conversion of all 32,324,362 shares of Preferred Stock outstanding) and less than 5% of the total voting power of all outstanding shares of the Issuer’s common stock and Preferred Stock on a combined basis as of April 1, 2020. Assuming the Reporting Persons converted all of their shares of Preferred Stock reported in this Schedule 13G into common stock in connection with a bona fide transfer to a third party and no other holders of shares of Preferred Stock elected to convert, the 6,630,012 shares of the Issuer’s common stock reported as being beneficially owned by the Reporting Persons in this Schedule 13G would represent approximately 16.14% of the outstanding common stock of the Issuer. The amount of both classes of shares outstanding was provided to the Reporting Persons by the Issuer after giving effect to the merger.

 

3


 

 

1.

Names of Reporting Persons
Disney Enterprises, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
 2,652,004*

 

7.

Sole Dispositive Power
 0

 

8.

Shared Dispositive Power
6,630,012*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,630,012*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.14%* 

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


* As of April 1, 2020 based on 34,449,977 shares of common stock of the Issuer that were outstanding following the merger of fuboTV Acquisition Corp., a wholly-owned subsidiary of the Issuer, and fuboTV Inc. The amounts reported in this Schedule 13G represent 3,315,006 shares of the Issuer’s Series AA Convertible Preferred Stock (the “Preferred Stock”) owned by the Reporting Persons, which are entitled to 0.8 votes per share (2,652,004 votes) and convertible into 6,630,012 shares of common stock in connection with a bona fide transfer to a third party. The Reporting Persons’ 3,315,006 shares of Preferred Stock represent 6.05% of the total number of all outstanding shares of the Issuer’s common stock (assuming the conversion of all 32,324,362 shares of Preferred Stock outstanding) and less than 5% of the total voting power of all outstanding shares of the Issuer’s common stock and Preferred Stock on a combined basis as of April 1, 2020. Assuming the Reporting Persons converted all of their shares of Preferred Stock reported in this Schedule 13G into common stock in connection with a bona fide transfer to a third party and no other holders of shares of Preferred Stock elected to convert, the 6,630,012 shares of the Issuer’s common stock reported as being beneficially owned by the Reporting Persons in this Schedule 13G would represent approximately 16.14% of the outstanding common stock of the Issuer. The amount of both classes of shares outstanding was provided to the Reporting Persons by the Issuer after giving effect to the merger.

 

4


 

 

1.

Names of Reporting Persons
TFCF Corporation

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
 2,652,004*

 

7.

Sole Dispositive Power
 0

 

8.

Shared Dispositive Power
6,630,012*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,630,012*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.14%* 

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


* As of April 1, 2020 based on 34,449,977 shares of common stock of the Issuer that were outstanding following the merger of fuboTV Acquisition Corp., a wholly-owned subsidiary of the Issuer, and fuboTV Inc. The amounts reported in this Schedule 13G represent 3,315,006 shares of the Issuer’s Series AA Convertible Preferred Stock (the “Preferred Stock”) owned by the Reporting Persons, which are entitled to 0.8 votes per share (2,652,004 votes) and convertible into 6,630,012 shares of common stock in connection with a bona fide transfer to a third party. The Reporting Persons’ 3,315,006 shares of Preferred Stock represent 6.05% of the total number of all outstanding shares of the Issuer’s common stock (assuming the conversion of all 32,324,362 shares of Preferred Stock outstanding) and less than 5% of the total voting power of all outstanding shares of the Issuer’s common stock and Preferred Stock on a combined basis as of April 1, 2020. Assuming the Reporting Persons converted all of their shares of Preferred Stock reported in this Schedule 13G into common stock in connection with a bona fide transfer to a third party and no other holders of shares of Preferred Stock elected to convert, the 6,630,012 shares of the Issuer’s common stock reported as being beneficially owned by the Reporting Persons in this Schedule 13G would represent approximately 16.14% of the outstanding common stock of the Issuer. The amount of both classes of shares outstanding was provided to the Reporting Persons by the Issuer after giving effect to the merger.

 

5


 

 

1.

Names of Reporting Persons
TFCF America, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
 2,652,004*

 

7.

Sole Dispositive Power
 0

 

8.

Shared Dispositive Power
6,630,012*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,630,012*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.14%* 

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


* As of April 1, 2020 based on 34,449,977 shares of common stock of the Issuer that were outstanding following the merger of fuboTV Acquisition Corp., a wholly-owned subsidiary of the Issuer, and fuboTV Inc. The amounts reported in this Schedule 13G represent 3,315,006 shares of the Issuer’s Series AA Convertible Preferred Stock (the “Preferred Stock”) owned by the Reporting Persons, which are entitled to 0.8 votes per share (2,652,004 votes) and convertible into 6,630,012 shares of common stock in connection with a bona fide transfer to a third party. The Reporting Persons’ 3,315,006 shares of Preferred Stock represent 6.05% of the total number of all outstanding shares of the Issuer’s common stock (assuming the conversion of all 32,324,362 shares of Preferred Stock outstanding) and less than 5% of the total voting power of all outstanding shares of the Issuer’s common stock and Preferred Stock on a combined basis as of April 1, 2020. Assuming the Reporting Persons converted all of their shares of Preferred Stock reported in this Schedule 13G into common stock in connection with a bona fide transfer to a third party and no other holders of shares of Preferred Stock elected to convert, the 6,630,012 shares of the Issuer’s common stock reported as being beneficially owned by the Reporting Persons in this Schedule 13G would represent approximately 16.14% of the outstanding common stock of the Issuer. The amount of both classes of shares outstanding was provided to the Reporting Persons by the Issuer after giving effect to the merger.

 

6


 

Item 1.

 

(a)

Name of Issuer
FaceBank Group, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
1115 Broadway, 12th Floor, New York, NY, 10010

 

Item 2.

 

(a)

Name of Person Filing
The Walt Disney Company

TWDC Enterprises 18 Corp.

Disney Enterprises, Inc.

TFCF Corporation

TFCF America, Inc.

 

TFCF America, Inc. is the direct holder of the shares of Preferred Stock reflect in this Schedule 13G.  TFCF America, Inc. is a wholly owned subsidiary of TFCF Corporation, which is a wholly owned subsidiary of Disney Enterprises, Inc., which is a wholly owned subsidiary of TWDC Enterprises 18 Corp., which is a wholly owned subsidiary of The Walt Disney Company.

 

 

(b)

Address of Principal Business Office or, if none, Residence
The Walt Disney Company - 500 South Buena Vista Street; Burbank, California 91521

TWDC Enterprises 18 Corp. - 500 South Buena Vista Street; Burbank, California 91521

Disney Enterprises, Inc. - 500 South Buena Vista Street; Burbank, California 91521

TFCF Corporation - 1211 Avenue of the Americas; New York, NY 10036

TFCF America, Inc. - 1211 Avenue of the Americas; New York, NY 10036

 

(c)

Citizenship
Each Reporting Person - Delaware

 

 

(d)

Title of Class of Securities
Common Stock, par value $0.0001

 

(e)

CUSIP Number
143764108

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

 

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

 

 

 

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

 

 

 

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

 

 

 

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

 

 

 

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

 

 

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

 

 

 

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

 

 

 

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

 

 

 

(i)

o

A 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)

o

A non-U.S. institution in accordance with § 240.13d—1(b)(1)(ii)(J);

 

 

 

 

 

(k)

o

Group, in accordance with § 240.13d—1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d—1(b)(1)(ii)(J), please specify the type of institution:                            

 

7


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

6,630,012*

 

(b)

Percent of class:

16.14%*

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote

0

 

 

(ii)

Shared power to vote or to direct the vote

2,652,004*

 

 

(iii)

Sole power to dispose or to direct the disposition of

0

 

 

(iv)

Shared power to dispose or to direct the disposition of

6,630,012*

 

* As of April 1, 2020 based on 34,449,977 shares of common stock of the Issuer that were outstanding following the merger of fuboTV Acquisition Corp., a wholly-owned subsidiary of the Issuer, and fuboTV Inc. The amounts reported in this Schedule 13G represent 3,315,006 shares of the Issuer’s Series AA Convertible Preferred Stock (the “Preferred Stock”) owned by the Reporting Persons, which are entitled to 0.8 votes per share (2,652,004 votes) and convertible into 6,630,012 shares of common stock in connection with a bona fide transfer to a third party. The Reporting Persons’ 3,315,006 shares of Preferred Stock represent 6.05% of the total number of all outstanding shares of the Issuer’s common stock (assuming the conversion of all 32,324,362 shares of Preferred Stock outstanding) and less than 5% of the total voting power of all outstanding shares of the Issuer’s common stock and Preferred Stock on a combined basis as of April 1, 2020. Assuming the Reporting Persons converted all of their shares of Preferred Stock reported in this Schedule 13G into common stock in connection with a bona fide transfer to a third party and no other holders of shares of Preferred Stock elected to convert, the 6,630,012 shares of the Issuer’s common stock reported as being beneficially owned by the Reporting Persons in this Schedule 13G would represent approximately 16.14% of the outstanding common stock of the Issuer. The amount of both classes of shares outstanding was provided to the Reporting Persons by the Issuer after giving effect to the merger.

 

 

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   o.

 

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 or Control Person

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

Not applicable

 

Item 9.

Notice of Dissolution of Group

Not applicable

 

 

8


 

Item 10.

Certification

 

 

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.

 

Date: April 15, 2020

 

 

The Walt Disney Company

 

By:

/s/ James Kapenstein

 

 

Name: James Kapenstein

 

 

Title: Associate General Counsel

 

 

 

 

TWDC Enterprises 18 Corp.

 

By:

/s/ James Kapenstein

 

 

Name: James Kapenstein

 

 

Title: Senior Vice President

 

 

 

 

Disney Enterprises, Inc.

 

By:

/s/ James Kapenstein

 

 

Name: James Kapenstein

 

 

Title: Vice President

 

 

 

 

TFCF Corporation

 

By:

/s/ James Kapenstein

 

 

Name: James Kapenstein

 

 

Title: Senior Vice President

 

 

 

 

TFCF America, Inc.

 

By:

/s/ James Kapenstein

 

 

Name: James Kapenstein

 

 

Title: President

 

9