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Section 1: F-4 (F-4)

As filed with the Securities and Exchange Commission on February 4, 2015

Registration No. 333-      

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



 

Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



 

Videocon d2h Limited

(Exact name of registrant as specified in its charter)



 

   
Republic of India   4841   Not applicable
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

1st Floor, Techweb Centre
New Link Road
Oshiwara Jogeshwari (West)
Mumbai 400 102 Maharashtra, India
(+91 22) 4255 5000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)



 

Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, NY 10017
Tel: (212) 750-6474
Fax: (212) 750-1361



 

With copies to:

     
Saurabh Pradipkumar Dhoot
Executive Director
1st Floor, Techweb Centre
New Link Road
Oshiwara Jogeshwari (West)
Mumbai 400 102
Maharashtra, India
(+91 22) 4255 5000
  James A. Graf
Chief Financial Officer
Silver Eagle Acquisition Corp.
1450 2nd Street, Suite 247
Santa Monica, CA 90401
Tel: (310) 209-7280
  Ashok K. Lalwani, Esq.
Thomas J. Rice, Esq.
Baker & McKenzie. Wong & Leow
8 Marina Boulevard #05-01 Marina
Bay Financial Centre Tower 1
Singapore 018981
Tel: (+65) 6338 1888
Fax: (+65) 6337 5100
  Joel L. Rubinstein, Esq.
Jonathan P. Rochwarger, Esq.
Elliott M. Smith, Esq.
McDermott Will & Emery LLP
340 Madison Avenue
New York, NY 10173-1922
Tel: (212) 547-5400
Fax: (212) 547-5444


 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and on completion of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

       
Title of Each Class of Securities to be Registered(1)   Amount to be
Registered(2)
  Proposed Maximum
Offering Price
per ADS
  Proposed Maximum
Aggregate Offering
Price(3)
  Amount of
Registration
Fee(4)
Equity shares, face value Rs.10 per share     94,840,000     $ 10.00     $ 237,100,000     $ 27,551.02  
                                      

(1) All or a portion of the registrant’s equity shares being offered hereby will be issued in the form of American Depositary Shares of the registrant (“Videocon d2h ADSs”) and each will be evidenced by American Depositary Receipts. Each Videocon d2h ADS will represent 4 equity shares, face value Rs.10 per share, of the registrant (each a “Videocon d2h share”). The Videocon d2h ADSs will be issuable upon deposit of Videocon d2h shares and will each be registered under a registration statement on Form F-6.
(2) Represents the mid-range number of Videocon d2h shares expected to be issued to Silver Eagle Acquisition Corp. or to the holders of its common stock under the Contribution Agreement, dated as of December 31, 2014 and as amended as of February 3, 2015, by and among Videocon d2h Limited, a public limited company organized under the laws of the Republic of India (“Videocon d2h”), and Silver Eagle Acquisition Corp., a Delaware corporation.
(3) Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (f) of the Securities Act of 1933, as amended. Based upon the maximum aggregate amount of cash that the registrant will receive under the Contribution Agreement.
(4) Computed in accordance with Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price by 0.0001162.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 


 
 

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The information in this proxy statement/prospectus is not complete and may be changed. The registrant may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. The proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY, SUBJECT TO COMPLETION, DATED                 , 2015

SILVER EAGLE ACQUISITION CORP.
1450 2nd Street, Suite 247
Santa Monica, California 90401

Dear Silver Eagle Acquisition Corp. Stockholders and Public Warrantholders:

You are cordially invited to attend the special meeting of stockholders and/or the special meeting of public warrantholders of Silver Eagle Acquisition Corp., or Silver Eagle, on [           ], 2015, at [    ] [a.m.][p.m.], Eastern time, and [  ] [a.m.][p.m.], Eastern time, respectively, at the offices of McDermott Will & Emery LLP, 340 Madison Avenue, New York, New York.

At the special meeting of stockholders, Silver Eagle’s stockholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal,” to approve a contribution agreement (the “Contribution Agreement”), dated December 31, 2014, by and among Videocon d2h Limited, or Videocon d2h, and Silver Eagle. Videocon d2h is the fastest growing direct-to-home pay-TV service provider in India. If the Contribution Agreement is approved and Silver Eagle consummates the transactions contemplated thereby, as amended, which we refer to collectively as the “Transaction,” Silver Eagle will contribute the funds held in the trust account that holds the proceeds of its initial public offering, less certain transaction expenses, amounts used to pay Silver Eagle stockholders who properly exercise their redemption rights in connection with the vote to approve the Business Combination Proposal, amounts payable to warrantholders and reserves for liquidation and dissolution expenses (the “Contribution Amount”), in exchange for equity shares of Videocon d2h. We estimate that the equity shares issued by Videocon d2h in exchange for the Contribution Amount will constitute between 33.42% and 38.42% of the issued share capital of Videocon d2h, depending on the number of shares redeemed by Silver Eagle’s public stockholders. The Videocon d2h equity shares will be represented by Videocon d2h American Depositary Shares, or ADSs, with each ADS representing four Videocon d2h equity shares. The current shareholders of Videocon d2h will be entitled to be issued additional Videocon d2h equity shares equal to 11.68 million Videocon d2h ADSs following the closing subject to the achievement of certain ADS price targets for a specified period following the closing. See “Summary — Videocon d2h Equity Shares and ADSs to be Issued in the Transaction” and “Unaudited Pro Forma Condensed Financial Information” for further information. The contribution by Silver Eagle of the Contribution Amount to Videocon d2h in exchange for Videocon d2h’s equity shares is referred to herein as the “Contribution.” As soon as reasonably practicable after the closing of the Transaction, Silver Eagle’s stockholders will receive Videocon d2h ADSs in proportion to their stockholdings in Silver Eagle and Silver Eagle will dissolve and liquidate. A copy of the Contribution Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Silver Eagle stockholders will also be asked to consider and vote upon a proposal to approve a plan of dissolution, which provides for the liquidation and dissolution of Silver Eagle following the Transaction, subject to the approval of the Business Combination Proposal and the closing of the Transaction. A copy of the plan of dissolution is attached as Annex B to the accompanying proxy statement/prospectus. We refer to this proposal as the “Plan of Dissolution Proposal.”

At the special meeting of public warrantholders, Silver Eagle public warrantholders will be asked to consider and vote on a proposal, which is referred to herein as the “Warrant Amendment Proposal,” to approve and consent to amend the terms of the warrant agreement governing Silver Eagle’s outstanding warrants to provide that, upon the consummation of the Transaction, each of Silver Eagle’s outstanding warrants, which entitle the holder thereof to purchase one-half of one share of Silver Eagle common stock, will be exchanged for cash in the amount of $1.00. In connection with the Transaction, the Sponsor and Dennis A. Miller have agreed to forfeit to Silver Eagle for no consideration 15,000,000 private placement warrants held by them. Accordingly the private placement warrants will not be eligible to be exchanged for cash. Approval of the Warrant Amendment Proposal is not a condition to the consummation of the Transaction.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus.

Under the Contribution Agreement, the closing of the Transaction is subject to a number of conditions, including that (i) Silver Eagle stockholders approve the Business Combination Proposal and (ii) the Contribution Amount is at least $200,850,000. If these conditions are not satisfied, then Videocon d2h will not be required to consummate the Transaction.

Silver Eagle’s common stock, units and warrants are currently quoted on the OTCQB under the symbols


 
 

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“EAGL,” “EAGLU” and “EAGLW,” respectively. Videocon d2h intends to apply to list its ADSs on the NASDAQ Stock Market, LLC, or NASDAQ, under the symbol “VDTH” in connection with the closing of the Transaction. We cannot assure you that Videocon d2h’s ADSs will be approved for listing on NASDAQ.

Videocon d2h is an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in Videocon d2h’s securities involves a high degree of risk. See “Risk Factors” beginning on page 19 for a discussion of information that should be considered in connection with an investment in Videocon d2h’s securities.

Pursuant to Silver Eagle’s amended and restated certificate of incorporation, Silver Eagle is providing its public stockholders with the opportunity to redeem all or a portion of their shares of Silver Eagle common stock at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the Transaction, including interest, less franchise and income taxes payable, divided by the number of then outstanding shares of common stock that were sold as part of the units in Silver Eagle’s initial public offering, which are referred to collectively as public shares, subject to the limitations described herein. For illustrative purposes, based on funds in the trust account of approximately $324,849,061 on September 30, 2014 and estimated $130,000 in taxes payable, the estimated per share redemption price would have been approximately $9.99. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 10% of the public shares. Holders of Silver Eagle’s outstanding public warrants do not have redemption rights in connection with the Transaction. The holders of Silver Eagle shares issued prior to its initial public offering, which are referred to as “founder shares,” have agreed to waive their redemption rights with respect to their founder shares and any other shares they may hold in connection with the consummation of the Transaction, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, Global Eagle Acquisition LLC, which is one of the founders and is referred to as the “Sponsor,” owns approximately 18.8% of Silver Eagle’s issued and outstanding shares of common stock, consisting of approximately 94.1% of the founder shares.

Silver Eagle is providing this proxy statement/prospectus and accompanying proxy card to its stockholders and public warrantholders in connection with the solicitation of proxies to be voted at the special meetings and at any adjournments or postponements of the special meetings. Whether or not you plan to attend the applicable special meeting(s), we urge you to read this proxy statement/prospectus (and any documents incorporated into this proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors,” which begins on page 19 ..

Silver Eagle’s board of directors has unanimously approved the Contribution Agreement and Warrant Agreement Amendment and unanimously recommends that (i) its stockholders vote FOR all of the proposals presented to its stockholders and (ii) its public warrantholders vote FOR all of the proposals presented to its public warrantholders. When you consider the board recommendation of these proposals, you should keep in mind that Silver Eagle’s directors and officers have interests in the Transaction that may conflict with your interests as a stockholder or public warrantholder, as applicable. See the section entitled “Proposal No. 1 — Approval of the Business Combination — Interests of Silver Eagle’s Directors or Executive Officers in the Transaction.”

Approval of the Business Combination Proposal and the Plan of Dissolution Proposal requires the affirmative vote of holders of a majority of outstanding shares of Silver Eagle common stock. The boards of directors of Silver Eagle and Videocon d2h have already approved the Contribution Agreement.

Approval of the Warrant Amendment Proposal at the special meeting of public warrantholders requires the approval of holders of 65% of the outstanding public warrants. If the parties do not complete the Transaction, the warrant agreement will not be amended, even if warrantholders have previously approved the proposed amendment.


 
 

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Silver Eagle has no specified maximum redemption threshold under its charter. It is a condition to closing under the Contribution Agreement, however, that the Contribution Amount is at least $200,850,000. Therefore, in order to satisfy the condition to closing, the maximum redemption threshold is the amount that would allow the Contribution Amount to be $200,850,000. If, however, redemptions by Silver Eagle public stockholders cause Silver Eagle to be unable to meet this closing condition, then Videocon d2h will not be required to consummate the Transaction, although it may, in its sole discretion, waive this condition. In the event that Videocon d2h waives this condition, we do not intend to seek additional shareholder approval or to extend the time period in which our public stockholders can exercise their redemption rights. In no event, however, will Silver Eagle redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001 immediately prior to the Contribution.

The Sponsor and Silver Eagle’s executive officers and independent directors have agreed to vote their founder shares and any other shares held by them in favor of the Business Combination Proposal. Pursuant to the terms of the warrant agreement, the Sponsor is not permitted to vote the private placement warrants it holds in favor of the Warrant Amendment Proposal unless the registered holders of 65% of the public warrants vote in favor of the Warrant Amendment Proposal.

Your vote is very important. If you are a registered stockholder or public warrantholder, please vote your shares or warrants, as applicable, as soon as possible using one of the following methods to ensure that your vote is counted, regardless of whether you expect to attend the applicable special meeting(s) in person: (1) call the toll-free number specified on the enclosed proxy card and follow the instructions when prompted, (2) access the Internet website specified on the enclosed proxy card and follow the instructions provided to you, or (3) complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares or warrants in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares or warrants, as applicable, are represented and voted at the applicable special meeting(s). A failure to vote your shares is the equivalent of a vote “AGAINST” the Business Combination Proposal and the Plan of Dissolution Proposal but will have no effect on the other proposals for the special meeting of stockholders. A failure to vote your warrants is the equivalent of a vote “AGAINST” the Warrant Amendment Proposal but will have no effect on the other proposals for the special meeting of public warrantholders.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the special meetings. With respect to the proposals for the special meeting of stockholders, if you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting of stockholders and, if a quorum is present, will have the same effect as a vote against the Business Combination Proposal and the Plan of Dissolution Proposal but will have no effect on the other proposals. With respect to the proposals for the special meeting of public warrantholders, if you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your warrants will have the same effect as a vote against the Warrant Amendment Proposal but will have no effect on the other proposals for the special meeting of public warrantholders. If you are a stockholder or public warrantholder of record and you attend the applicable special meeting(s) and wish to vote in person, you may withdraw your proxy and vote in person.

Silver Eagle’s board of directors has fixed the close of business on [           ], 2015, as the record date for the determination of stockholders and public warrantholders entitled to notice of and to vote at the special meeting of stockholders and the special meeting of public warrantholders, respectively, and at any adjournments or postponements thereof.


 
 

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On behalf of the board of directors of Silver Eagle, I thank you for your support and we look forward to the successful completion of the Transaction.

Sincerely,

[           ], 2015

Harry E. Sloan
Chairman and Chief Executive Officer

This proxy statement/prospectus is dated February 4, 2015, and is first being mailed to stockholders and public warrantholders of Silver Eagle on or about [           ], 2015.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.


 
 

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SILVER EAGLE ACQUISITION CORP.
1450 2nd Street, Suite 247
Santa Monica, California 90401

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF SILVER EAGLE ACQUISITION CORP.
To Be Held On [           ], 2015

To the Stockholders of Silver Eagle Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting”) of Silver Eagle Acquisition Corp., a Delaware corporation (“Silver Eagle” or the “Company”), will be held at [    ] [a.m.][p.m.], Eastern time, on [           ], 2015, at the offices of McDermott Will & Emery LLP, 340 Madison Avenue, New York, New York. You are cordially invited to attend the special meeting for the following purposes:

(1) The Business Combination Proposal — to consider and vote upon a proposal to approve the Contribution Agreement, dated as of December 31, 2014 and as amended as of February 3, 2015, (the “Contribution Agreement”), by and among Videocon d2h Limited, a company incorporated in the Republic of India (“Videocon d2h”), and Silver Eagle, and the transactions contemplated thereby (the “Business Combination Proposal”);

(2) The Plan of Dissolution Proposal — to consider and vote upon a proposal to approve a plan of dissolution, which provides for the liquidation and dissolution of Silver Eagle following the Transaction, subject to the approval of the Business Combination Proposal and the closing of the Transaction (the “Plan of Dissolution Proposal”);

(3) The Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if the Company determines that there are not sufficient votes to approve one or more proposals presented at the special meeting of stockholders or that one or more closing conditions under the Contribution Agreement will not be satisfied (the “Adjournment Proposal”); and

(4) to consider and transact such other procedural matters as may properly come before the special meeting or any adjournment or postponement thereof.

Only holders of record of Silver Eagle’s common stock at the close of business on [           ], 2015 are entitled to notice of the special meeting of stockholders and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of Silver Eagle stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at Silver Eagle’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Silver Eagle is also holding a special meeting of its public warrantholders where its public warrantholders will be asked to consider and vote on a proposal, which we refer to as the “Warrant Amendment Proposal,” to approve and consent to amend the terms of the warrant agreement governing Silver Eagle’s outstanding warrants to provide that, upon the consummation of the Transaction, each of Silver Eagle’s outstanding warrants, which entitle the holder thereof to purchase one-half of one share of Silver Eagle common stock, will be exchanged for cash in the amount of $1.00.

Pursuant to Silver Eagle’s amended and restated certificate of incorporation, Silver Eagle is providing its public stockholders with the opportunity to redeem their shares of Silver Eagle common stock for cash equal to their pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of Silver Eagle’s initial public offering as of two business days prior to the consummation of the transactions contemplated by the Contribution Agreement, including interest, less franchise and income taxes payable, upon the closing of the Transaction. For illustrative purposes, based on funds in the trust account of approximately $324,849,061 on September 30, 2014 and estimated $130,000 in taxes payable, the estimated per share redemption price would have been approximately $9.99. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from


 
 

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redeeming his, her or its shares with respect to more than an aggregate of 10% of the public shares. The holders of Silver Eagle shares issued prior to its initial public offering (“founder shares”) have agreed to waive their redemption rights with respect to their founder shares and any other shares they may hold in connection with the consummation of the Transaction, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, Global Eagle Acquisition LLC, Silver Eagle’s sponsor, owns approximately 18.8% of Silver Eagle’s issued and outstanding shares of common stock, consisting of 94.1% of the founder shares.

The Transaction will be consummated only if a majority of the outstanding shares of Silver Eagle common stock are voted in favor of the Business Combination Proposal and the Plan of Dissolution Proposal. Silver Eagle has no specified maximum redemption threshold under its charter. It is a condition to closing under the Contribution Agreement, however, that the Contribution Amount is at least $200,850,000. Any redemptions of public shares by public stockholders will decrease the amount in Silver Eagle’s trust account. Therefore, in order to satisfy the closing condition, the maximum redemption threshold is the amount that would allow the Contribution Amount to be $200,850,000. If, however, redemptions by public stockholders cause Silver Eagle to be unable to meet this closing condition, then Videocon d2h will not be required to consummate the Transaction, although it may, in its sole discretion, waive this condition. In the event that Videocon d2h waives this condition, we do not intend to seek additional shareholder approval or to extend the time period in which our public stockholders can exercise their redemption rights. In no event, however, will Silver Eagle redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001 immediately prior to the Contribution.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Transaction and related transactions and each of the proposals to be voted upon. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call Silver Eagle’s proxy solicitor, Morrow & Co., LLC, at (800) 662-5200.

By Order of the Board of Directors,

[           ], 2015

James A. Graf
Secretary


 
 

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SILVER EAGLE ACQUISITION CORP.
1450 2nd Street, Suite 247
Santa Monica, California 90401

NOTICE OF SPECIAL MEETING OF WARRANTHOLDERS
OF SILVER EAGLE ACQUISITION CORP.
To Be Held On [           ], 2015

To the Public Warrantholders of Silver Eagle Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of public warrantholders (the “special meeting”) of Silver Eagle Acquisition Corp., a Delaware corporation (“Silver Eagle” or the “Company”), owning warrants originally issued in the Company’s initial public offering, will be held at [    ] [a.m.][p.m.], Eastern time, on [           ], 2015, at the offices of McDermott Will & Emery LLP, 340 Madison Avenue, New York, New York. You are cordially invited to attend the special meeting for the following purposes:

(1) The Warrant Amendment Proposal — to consider and vote upon an amendment (the “Warrant Amendment”) to the warrant agreement that governs all of Silver Eagle’s warrants to provide that, upon consummation of contribution by Silver Eagle to Videocon d2h Limited (“Videocon d2h”) in exchange for equity shares of Videocon d2h, which will be represented by American Depositary Shares (“ADSs”), pursuant to the Contribution Agreement, dated December 31, 2014, and as amended as of February 3, 2015, by and among Videocon d2h and Silver Eagle, as may be amended (the “Contribution Agreement”), each outstanding Silver Eagle warrant will be exchanged for cash in the amount of $1.00;

(2) The Warrantholder Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting of public warrantholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of public warrantholders, there are not sufficient votes to approve the Warrant Amendment Proposal (the “Warrantholder Adjournment Proposal”); and

(3) to consider and transact such other procedural matters as may properly come before the special meeting of public warrantholders or any adjournment or postponement thereof.

Only holders of record of Silver Eagle public warrants at the close of business on [           ], 2015 are entitled to notice of the special meeting of public warrantholders and to vote at the special meeting of public warrantholders and any adjournments or postponements of the special meeting of public warrantholders. A complete list of the public warrantholders of record entitled to vote at the special meeting of public warrantholders will be available for ten days before the special meeting of public warrantholders at Silver Eagle’s principal executive offices for inspection by warrantholders during ordinary business hours for any purpose germane to the special meeting.

Silver Eagle is also holding a special meeting of stockholders to consider and vote upon proposals (a) to approve the Contribution Agreement and the transactions contemplated thereby, which is referred to as the Business Combination Proposal, and (b) to approve a plan of dissolution for Silver Eagle, which is referred to as the “Plan of Dissolution Proposal.”

Approval of the Warrant Amendment Proposal requires the affirmative vote of holders of 65% of the public warrants. In addition, the Warrant Amendment Proposal will be contingent upon Silver Eagle’s stockholders approving Business Combination Proposal at the special meeting of stockholders and consummating the transaction contemplated thereby. Approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the outstanding shares of common stock of Silver Eagle.

Your vote is very important. If you are a public warrantholder, please vote as soon as possible using one of the following methods to ensure that your vote is counted, regardless of whether you expect to attend the special meeting of public warrantholders in person: (1) call the toll-free number specified on the enclosed proxy card and follow the instructions when prompted, (2) access the Internet website specified on the enclosed proxy card and follow the instructions provided to you, or (3) complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your public warrants in “street name” through a bank, broker or other nominee, you will need to follow the


 
 

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instructions provided to you by your bank, broker or other nominee to ensure that your warrants are represented and voted at the special meeting of public warrantholders.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the special meeting of public warrantholders. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting of public warrantholders in person, the effect will be that your warrants will have the same effect as a vote against the Warrant Amendment Proposal. If you are a public warrantholder of record and you attend the special meeting of public warrantholders and wish to vote in person, you may withdraw your proxy and vote in person.

On behalf of the board of directors of Silver Eagle, I thank you for your participation and look forward to your continued support.

By Order of the Board of Directors,

[           ], 2015

James A. Graf
Secretary


 
 

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  Page
ABOUT THIS PROXY STATEMENT/PROSPECTUS     iv  
CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS     iv  
IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES     v  
INDUSTRY AND MARKET DATA     v  
FREQUENTLY USED TERMS     v  
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS AND PUBLIC WARRANTHOLDERS     1  
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS     14  
RISK FACTORS     19  
SELECTED HISTORICAL FINANCIAL INFORMATION OF SILVER EAGLE     50  
SELECTED HISTORICAL FINANCIAL INFORMATION OF VIDEOCON D2H     51  
EXCHANGE RATES     52  
COMPARATIVE SHARE INFORMATION     53  
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS     54  
SPECIAL MEETING OF SILVER EAGLE STOCKHOLDERS AND SPECIAL MEETING OF SILVER EAGLE PUBLIC WARRANTHOLDERS     55  
PROPOSAL NO. 1 — APPROVAL OF THE BUSINESS COMBINATION     60  
Structure of the Transaction     60  
The Contribution Agreement     60  
Agreements Related to the Contribution Agreement     71  
Background of the Transaction     74  
Silver Eagle’s Board of Directors’ Reasons for the Approval of the Business Combination     78  
Certain Benefits of Silver Eagle’s Directors and Officers and Others in the Business Combination     80  
Potential Purchases of Public Shares     81  
Regulatory Approvals Required for the Transaction     81  
Redemption Rights     86  
Appraisal Rights     86  
Listing of Videocon d2h ADSs     82  
Vote Required for Approval     82  
Recommendation of the Board     82  
PROPOSAL NO. 2 — APPROVAL OF THE PLAN OF DISSOLUTION     83  
General     83  
Principal Provisions of the Plan of Dissolution     83  
Liquidating Trust     85  
Indemnification and Plan of Dissolution Expenses     85  
Silver Eagle’s Conduct Following the Dissolution Date     86  
Reporting Requirements     86  
Trading of Silver Eagle’s Securities     86  
Regulatory Approvals     86  

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Appraisal Rights     86  
Vote Required for Approval     87  
Recommendation of the Board     87  
PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL     88  
Consequences if the Adjournment Proposal is Not Approved     88  
Required Vote     88  
Recommendation of the Board     88  
PROPOSALS TO BE CONSIDERED BY THE PUBLIC WARRANTHOLDERS     89  
THE WARRANT AMENDMENT PROPOSAL     89  
Certain Effects of the Approval of the Warrant Amendment Proposal     89  
Vote Required for Approval     89  
Recommendation of the Board     89  
THE WARRANTHOLDER ADJOURNMENT PROPOSAL     90  
Consequences if the Warrantholder Adjournment Proposal is Not Approved     90  
Required Vote     90  
Recommendation of the Board     90  
USE OF PROCEEDS     91  
ACCOUNTING TREATMENT     92  
UNAUDITED PRO FORMA VIDEOCON D2H FINANCIAL INFORMATION     94  
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS     105  
MATERIAL INDIAN TAX CONSIDERATIONS     113  
INFORMATION ABOUT SILVER EAGLE     115  
SILVER EAGLE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     124  
INDUSTRY OVERVIEW     128  
VIDEOCON D2H’S BUSINESS     148  
VIDEOCON D2H OPERATING AND FINANCIAL REVIEW AND PROSPECTS     167  
VIDEOCON D2H’S INDEBTEDNESS     188  
MANAGEMENT AFTER THE TRANSACTION     202  
COMPARISON OF YOUR RIGHTS AS A HOLDER OF SILVER EAGLE COMMON STOCK AND YOUR RIGHTS AS A POTENTIAL HOLDER OF VIDEOCON D2H EQUITY SHARES OR VIDEOCON D2H ADSs     209  
DESCRIPTION OF VIDEOCON D2H SHARE CAPITAL     226  
DESCRIPTION OF THE AMERICAN DEPOSITARY SHARES     232  
SHARES ELIGIBLE FOR FUTURE SALES     242  
BENEFICIAL OWNERSHIP OF SECURITIES     246  
SELLING SHAREHOLDERS     248  
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS     250  
PRICE RANGE OF SECURITIES AND DIVIDENDS     255  
LEGAL MATTERS     256  

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS     257  
APPRAISAL RIGHTS     257  
ENFORCEABILITY OF CIVIL LIABILITIES     257  
DELIVERY OF DOCUMENTS TO STOCKHOLDERS     258  
TRANSFER AGENT AND REGISTRAR     258  
SUBMISSION OF STOCKHOLDER PROPOSALS     258  
FUTURE STOCKHOLDER PROPOSALS     258  
WHERE YOU CAN FIND MORE INFORMATION     259  
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS     F-1  

ANNEXES

 
Annex A — Contribution Agreement*     A-1  
Annex B — Sponsor Lockup Agreement     B-1  
Annex C — Shareholder Lockup, Tag-Along and Voting Agreement     C-1  
Annex D — Plan of Dissolution     D-1  
Annex E — Form of Amendment No. 1 to Warrant Agreement     E-1  

* The schedules and exhibits to the Contribution Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Silver Eagle hereby agrees to furnish supplementally a copy of any omitted schedules or exhibits to the staff of the SEC upon request.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or SEC, by Videocon d2h (File No. 333-[        ]), constitutes a prospectus of Videocon d2h under Section 5 of the U.S. Securities Act of 1933, as amended, or the Securities Act, with respect to the Videocon d2h equity shares underlying the Videocon d2h ADSs to be issued to Silver Eagle stockholders if the Transaction is consummated. This document also constitutes notices of meetings and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the special meetings of (i) Silver Eagle stockholders, at which Silver Eagle stockholders will be asked to consider and vote upon a proposal to approve the transactions contemplated by the Contribution Agreement, among other matters, and (ii) Silver Eagle warrantholders at which Silver Eagle public warrantholders will be asked to approve an amendment to the warrant agreement which governs the terms of Silver Eagle’s outstanding warrants in connection with Silver Eagle’s consummation of the transactions contemplated by the Contribution Agreement.

Certain holders of Videocon d2h ADSs after the Transaction identified in this proxy statement/prospectus under the heading “Selling Shareholders” (referred to as the selling shareholders) may, during the one-year period following the consummation of the Transaction, offer for sale and sell Videocon d2h ADSs they receive in the Transaction. The exact number of Videocon d2h ADSs to be received by the selling shareholders will depend on the total number of Videocon d2h ADSs that are issued in the Transaction, as described in this proxy statement/prospectus. All of the ADSs that may be offered for resale by the selling shareholders hereunder will have been received by the selling shareholders in the Transaction.

Videocon d2h will not receive any proceeds from any such offer or sale by the selling shareholders.

The selling shareholders may sell such Videocon d2h ADSs from time to time directly to purchasers or through underwriters, broker-dealers or agents, at fixed prices, at prevailing market prices at the time of sale, at varying prices or negotiated prices, by a variety of methods including the following:

in negotiated transactions;
in the trading markets for Videocon d2h ADSs;
in the over-the-counter market or on any national securities exchange on which Videocon d2h ADSs may be listed or quoted at the time of sale;
in transactions otherwise than on such exchanges or in the over-the-counter market;
through a combination of any such methods; or
through any other method permitted under applicable law.

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

“$,” “US$” and “U.S. dollar” each refer to the United States dollar; and
“Rs.” “INR” and “rupee” each refer to the Indian rupee, the official currency of the Republic of India.

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IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

Videocon d2h’s audited financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and referred to in this proxy statement/prospectus as “IFRS.”

Videocon d2h refers in various places within this proxy statement/prospectus to EBITDA which is a non-IFRS measure that is calculated as earnings before interest, tax and depreciation and amortization and more fully explained in “Videocon d2h’s Operating and Financial Review and Prospects.” The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, Videocon d2h relies on and refers to information and statistics regarding market shares in the sectors in which it competes and other industry data. Videocon d2h obtained this information and statistics from third-party sources, including reports by market research firms, such as Media Partners Asia, Ltd. Videocon d2h has supplemented this information where necessary with information from discussions with Videocon d2h customers and its own internal estimates, taking into account publicly available information about other industry participants and Videocon d2h’s management’s best view as to information that is not publicly available.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms the “Company” and “Silver Eagle” refer to Silver Eagle Acquisition Corp., and the term “post-Transaction company” refers to Videocon d2h following the consummation of the Transaction.

In this document:

“ADS” means an American Depositary Share.

“add-on” means individual channels or a set of channels that subscribers may add to their current subscription package.

“a la carte” means a subscription package whereby subscribers can create a custom subscription package.

“Antrix Corporation” means the commercial division of the Department of Space, Government of India.

“ARPU” means Average Revenue Per User.

“Banca Intesa” refers to Banca Intesa Mediocredito S.p.A.

“BSE” refers to BSE Limited, located in Mumbai, Maharashtra, India.

“Contribution” means the contribution of cash by Silver Eagle to Videocon d2h in exchange for equity shares of Videocon d2h, represented by ADSs, pursuant to the terms of the Contribution Agreement.

“Contribution Agreement” means the Contribution Agreement, dated as of December 31, 2014, and as amended as of February 3, 2015, by and among Videocon d2h and Silver Eagle.

“Contribution Amount” means the amount of funds held in the trust account that holds the proceeds of Silver Eagle’s initial public offering that are contributed to Videocon d2h in the Transaction, less certain transaction expenses, amounts used to pay Silver Eagle stockholders who properly exercise their redemption rights in connection with the vote to approve the Business Combination Proposal, amounts payable to warrantholders and reserves for liquidation and dissolution expenses, that is contributed to Videocon d2h in the Transaction.

“CPC” refers to the Code of Civil Procedure, 1908 of India.

“DAS” means Digital Addressable Cable TV System.

“Department of Space” refers to the Department of Space, Government of India.

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“DTH” means Direct-to-Home satellite, a means of receiving signals transmitted from direct broadcast satellites.

“DTH Guidelines” means Guidelines for Obtaining License for Providing Direct-To-Home (DTH) Broadcasting Service in India issued by the Ministry of Information and Broadcasting, Government of India on March 15, 2001, as amended form time to time.

“DTH License Agreement” means License Agreement, dated December 28, 2007, executed between Videocon d2h and the President of India acting through the Director, Broadcasting, Policy and Legislation, Ministry of Information and Broadcasting, Government of India.

“DVB-S2” means Digital Video Broadcasting – Satellite – Second Generation, a successor to the original digital video broadcasting standard for satellite TV.

“Electronic Program Guide” means a graphical user interface that allows subscribers to browse channels and program schedules.

“equity shares” means the equity shares of Videocon d2h with face value of Rs.10 each.

“ESOP 2014” means the Videocon d2h Employees Stock Option Scheme 2014, adopted by Videocon d2h on August 1, 2014, subject to the approval of the MIB.

“founder shares” means the shares of Silver Eagle common stock issued prior to Silver Eagle’s initial public offering.

“founders” means the Sponsor, Dennis A. Miller and Silver Eagle’s executive officers and independent directors.

“GNIDA” refers to the Greater Noida Industrial Development Authority.

“GoI” refers to the Government of India.

“Gross subscribers” means total registered subscribers.

“HD” means High Definition.

“HD 3D Active Channel Service” means a service offered by Videocon d2h providing a variety of HD 3D contents.

“IFRS” refers to International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).

“Indian Companies Act” means together, the notified provisions of the Companies Act, 2013 (along with applicable rules framed thereunder) and the Companies Act, 1956, as amended (to the extent in force).

“Intesa” refers to Intesa Sanpaolo S.p.A.

“IPTV” means Internet Protocol Television.

“Issue” means the Issue of equity shares underlying the ADSs pursuant to the Contribution Agreement.

“Ku-Band” means the 12-18 GHz portion of the electromagnetic spectrum in the microwave range of frequencies primarily used for satellite communications.

“Ku-Band Lease Agreement” means a Ku-Band Lease Agreement dated April 19, 2012 as amended on June 19, 2013 entered into between Videocon d2h and the Department of Space, Government of India.

“LNBF” means low-noise block filter.

“Long-Term Recharge Offers” means rewards offered to subscribers who have subscribed to Videocon d2h’s services for a duration of at least three months.

“MHz” means Megahertz.

“MIB” refers to Ministry of Information and Broadcasting, Government of India.

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“MPA Report” refers to “Indian DTH Market Overview — Key Dynamics & Future Outlook 2014, a report prepared by Media Partners Asia, Ltd, an independent provider of information services, focusing on media, communications, and entrainment industries.

“Movie Channel Services” means three movie channel services offered by Videocon d2h, two of which are available for all subscription packages for no additional charge, and one of which (d2h cinema) is available for an additional charge subscribed on a monthly basis.

“MPEG-4” refers to a method of defining compression of audio and visual digital data, a designated standard approved by the Moving Picture Experts Group (MPEG).

“NASDAQ” means the NASDAQ Stock Market LLC.

“Net subscribers” means subscribers authorized to receive DTH broadcasting services on account of payment of subscription charges or any entry offer at the time of initial connection, as well as subscribers who are temporarily disconnected due to non payment of subscription charges for a period not exceeding 120 days.

“NSE” refers to the National Stock Exchange of India Limited, located in Mumbai, Maharashtra, India.

“Patronage letters” refers to patronage letters dated June 1, 2007 and June 5, 2007 issued by Videocon Industries Limited in favor of Intesa Sanpaolo S.p.A. in relation to the loan to VDC Technologies S.p.A.

“Prospectus” means the prospectus included in the Registration Statement on Form F-4 (Registration No. 333-[•]) filed with the U.S. Securities Exchange Commission.

“Principal Shareholders” means Mr. Saurabh Pradipkumar Dhoot, Synergy Appliances Private Limited, Solitaire Appliances Private Limited, Greenfield Appliances Private Limited, Platinum Appliances Private Limited, Shree Dhoot Trading and Agencies Limited and Dome-Bell Electronics India Private Limited.

“private placement warrants” means the warrant to purchase Silver Eagle common stock purchased by the Sponsor and Dennis A. Miller in a private placement in connection with Silver Eagle’s initial public offering.

“public shares” means shares of Silver Eagle common stock issued as part of the units sold in Silver Eagle’s initial public offering.

“public stockholders” means the holders of public shares, other than the founders.

“public warrants” means the warrants included in the units sold in Silver Eagle’s initial public offering, each of which is exercisable for one half of one share of Silver Eagle common stock, in accordance with its terms.

“public warrantholders” means holders of the public warrants.

“RBI” means the Reserve Bank of India.

“recharge” means the payments made by a subscriber from time to time in order to receive the services offered by Videocon d2h.

“SD” means Standard Definition.

“SEAC” or “Silver Eagle” means Silver Eagle Acquisition Corp., a Delaware corporation.

“SEBI” means the Securities and Exchange Board of India.

“SEC” means the U.S. Securities Exchange Commission.

“Silver Eagle common stock” means common stock, par value $0.0001 per share, of Silver Eagle.

“SingTel” refers to Singapore Telecommunications Limited.

“Sponsor” means Global Eagle Acquisition LLC.

“ST-2”/“ST-2 satellite” refers to a telecommunications satellite made by Mitsubishi Electric, operated by the ST-2 Satellite Ventures joint company of SingTel and Chunghwa Telecom.

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“TDSAT” refers to the Telecom Disputes Settlement Appellate Tribunal.

“TEL” refers to Trend Electronics Limited, a Videocon Group entity.

“Tickers” means flash items appearing at the bottom of the screen as a running scroll which can be viewed by subscribers simultaneously with TV channels, displaying sports scores, stock market information and a variety of news, including Bollywood, politics, science and technology, business, lifestyle and general news.

“TRAI” refers to Telecom Regulatory Authority of India.

“Transaction” means the transactions contemplated by the Contribution Agreement.

“trust account” means the trust account that holds the proceeds of Silver Eagle’s initial public offering and the concurrent sale of the private placement warrants to the Sponsor and Dennis A. Miller.

“VDC” refers to VDC Technologies S.p.A., a company incorporated in Italy, which is a former indirect subsidiary of Videocon Industries Limited.

“Videocon d2h” means Videocon d2h Limited, a public limited company organized under the laws of the Republic of India.

“Videocon Group” means the group of entities controlled by Mr. Venugopal Nandlal Dhoot, Mr. Rajkumar Nandlal Dhoot and/or Mr. Pradipkumar Nandlal Dhoot.

“Videocon Industries” or “VIL” refers to Videocon Industries Limited, the Videocon Group’s flagship entity with its securities listed on the BSE, the NSE, the Luxemburg Stock Exchange and the Singapore Stock Exchange.

“Warrant Amendment” means the amendment of the warrant agreement governing Silver Eagle’s outstanding warrants to provide that, upon effectiveness of the amendment, each outstanding public warrant will be exchanged for cash in the amount of $1.00.

“12 Picture-in-Picture Mosaic” means a feature allowing a subscriber to view an on-screen mosaic of current programming of up to 12 channels to choose a channel for viewing.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
FOR STOCKHOLDERS AND PUBLIC WARRANTHOLDERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meetings of stockholders and public warrantholders, including with respect to the proposed Transaction. The following questions and answers may not include all the information that is important to Silver Eagle stockholders and public warrantholders. Stockholders and public warrantholders are urged to read carefully this entire proxy statement/prospectus, including the annexes and the other documents referred to herein.

Q: Why am I receiving this proxy statement/prospectus?
A: Silver Eagle has entered into the Contribution Agreement with Videocon d2h and the other parties thereto pursuant to which Silver Eagle has agreed to contribute the Contribution Amount in exchange for equity shares of Videocon d2h. Silver Eagle estimates that the shares issued by Videocon d2h will constitute between 33.42% and 38.42% of the issued share capital of Videocon d2h, depending on the number of shares redeemed by Silver Eagle’s public stockholders. The Videocon d2h equity shares will be represented by Videocon d2h ADSs, with each ADS representing four Videocon d2h equity shares. The current shareholders of Videocon d2h will be entitled to be issued additional Videocon d2h equity shares equal to 11.68 million Videocon d2h ADSs following the closing subject to the achievement of certain ADS price targets for a specified period following the closing. See “Summary —Videocon d2h Equity Shares and ADSs to be Issued in the Transaction” and “Unaudited Pro Forma Condensed Financial Information” for further information. As soon as reasonably practicable after the closing of the Transaction, Silver Eagle’s stockholders will receive Videocon d2h ADSs in proportion to their stockholdings in Silver Eagle and Silver Eagle will dissolve and liquidate. In addition, Silver Eagle is proposing to amend the agreement governing its outstanding warrants to provide that each outstanding public warrant of Silver Eagle will be exchanged for cash in the amount of $1.00. The Sponsor and Dennis A. Miller have agreed to forfeit to Silver Eagle for no consideration 15,000,000 private placement warrants held by them. Accordingly, the private placement warrants will not be eligible to be exchanged for cash pursuant to the Warrant Amendment Proposal. A copy of the Contribution Agreement is attached to this proxy statement/prospectus as Annex A.

Silver Eagle stockholders are being asked to consider and vote upon a proposal to approve the Contribution Agreement and the transactions contemplated thereby, among other proposals, and its public warrantholders are being asked to consider and vote upon a proposal to approve an amendment to the warrant agreement that governs Silver Eagle’s outstanding warrants.

Silver Eagle common stock, units and warrants are currently quoted on the OTCQB under the symbols “EAGL,” “EAGLU” and “EAGLW,” respectively. Videocon d2h intends to apply to list the ADSs that will be issued to Silver Eagle stockholders in the Transaction on NASDAQ under the symbol “VDTH” upon the closing of the Transaction.

This proxy statement/prospectus and its annexes contain important information about the proposed Transaction and the other matters to be acted upon at the special meetings. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus with respect to the issuance by Videocon d2h of its equity shares, which will be represented by the ADSs.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

Q: What is being voted on at the special meetings?
A: Below are proposals on which Silver Eagle stockholders and public warrantholders are being asked to vote.
Proposals for the Special Meeting of Stockholders
1. To approve the Contribution Agreement and the transactions contemplated thereby (this proposal is referred to herein as the “Business Combination Proposal”);

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2. To approve a plan of dissolution, which provides for the liquidation and dissolution of Silver Eagle following the Transaction, subject to the approval of the Business Combination Proposal and the closing of the Transaction (this proposal is referred to herein as the “Plan of Dissolution Proposal”); and
3. To approve the adjournment of the special meeting of stockholders to a later date or dates, if the Company determines that there are not sufficient votes to approve one or more proposals presented at the special meeting of stockholders or the special meeting of warrantholders or that one or more closing conditions under the Contribution Agreement will not be satisfied (this proposal is referred to herein as the “Adjournment Proposal”).
Proposals for the Special Meeting of Warrantholders
1. To approve an amendment (the “Warrant Amendment”) to the warrant agreement that governs all of the outstanding warrants of Silver Eagle to provide that, upon the consummation of the Transaction, each of Silver Eagle’s outstanding warrants, which entitle the holder thereof to purchase one-half of one share of Silver Eagle common stock, will be exchanged for cash in the amount of $1.00; and
2. To approve the adjournment of the special meeting of public warrantholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies (this proposal is referred to herein as the “Warrantholder Adjournment Proposal”) in the event that, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Warrant Amendment Proposal.
Q: Are the proposals conditioned on one another?
A: The Business Combination Proposal is conditioned upon the Plan of Dissolution Proposal. The Plan of Dissolution Proposal and the Warrant Amendment Proposal are each conditioned on the Business Combination Proposal. The Adjournment Proposal and Warrantholder Adjournment Proposal (which are collectively referred to herein as the “Adjournment Proposals”) do not require the approval of any other proposal to be effective. It is important for you to note that in the event that the Business Combination Proposal is not approved, then Silver Eagle will not consummate the Transaction. If Silver Eagle does not consummate the Transaction and fails to complete an initial business combination by April 30, 2015 (or July 30, 2015 if it has entered into a letter of intent, agreement in principle or definitive agreement for an initial business combination by April 30, 2015 but has not completed the initial business combination by that date), Silver Eagle will be required to dissolve and liquidate the trust account.
Q: Why is Silver Eagle proposing the Business Combination Proposal?
A: Silver Eagle was organized for the purpose of effecting merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In particular, it has sought to focus on the media or entertainment industries, though it is not limited to any particular industry or sector.

Silver Eagle consummated its initial public offering on July 30, 2013. Approximately $325 million of the proceeds of its initial public offering and the private placement of private placement warrants was placed in a trust account immediately following the initial public offering and, in accordance with its amended and restated certificate of incorporation, will be released upon the consummation of the Transaction. See the question entitled “What happens to the funds held in the trust account upon consummation of the Transaction?”

The Transaction constitutes the initial business combination of Silver Eagle. Therefore, under Silver Eagle’s amended and restated certificate of incorporation, it is providing all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of the Transaction.

Q: Why is Silver Eagle holding a special meeting of public warrantholders?
A: At a special meeting of public warrantholders, Silver Eagle will ask its public warrantholders to approve and consent to amend to the terms of the warrant agreement governing Silver Eagle’s outstanding warrants, to provide that, upon the consummation of the Transaction, each of Silver Eagle’s outstanding warrants, which entitle the holder thereof to purchase one-half of one share of Silver Eagle common

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stock, will be exchanged for cash in the amount of $1.00 (the “Warrant Amendment Proposal”). The Sponsor and Dennis A. Miller have agreed to forfeit to Silver Eagle for no consideration 15,000,000 private placement warrants held by them. Accordingly, the private placement warrants will not be eligible to be exchanged for cash pursuant to the Warrant Amendment Proposal. If the Transaction is not completed, the Warrant Amendment will not become effective, even if the public warrantholders have approved the Warrant Amendment Proposal. If the Warrant Amendment is not approved but the Business Combination Proposal and the Plan of Dissolution Proposal are both approved then all unexercised warrants will remain outstanding and Silver Eagle will dissolve and distribute any remaining assets it has. The holders of the private placement warrants are not permitted to vote the private placement warrants on the Warrant Amendment Proposal unless the registered holders of 65% of the public warrants vote in favor of the Warrant Amendment Proposal.

In addition, at the special meeting of public warrantholders, holders of public warrants will also be asked to approve a proposal to approve the adjournment of the special meeting of public warrantholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Warrant Amendment Proposal. This is referred to herein as the Warrantholder Adjournment Proposal. This proposal will only be presented at the special meeting of public warrantholders if there are not sufficient votes to approve the Warrant Amendment Proposal.

Q: Why is Silver Eagle proposing the Warrant Amendment Proposal?
A: Silver Eagle is proposing the Warrant Amendment Proposal because Videocon d2h was not willing to issue warrants in exchange for Silver Eagle warrants in connection with the Transaction. If the Transaction is not completed, the Warrant Amendment will not become effective, even if the public warrantholders have approved the Warrant Amendment Proposal. Under the terms of the warrant agreement governing Silver Eagle’s warrants, approval of the Warrant Amendment Proposal requires the affirmative vote of the holders of 65% of the outstanding public warrants as of the record date.
Q: What will happen in the Transaction?
A: At the closing of the Transaction, Silver Eagle will contribute the Contribution Amount to Videocon d2h in exchange for equity shares of Videocon d2h. Silver Eagle estimates that the shares issued by Videocon d2h will constitute between 33.42% and 38.42% of the issued share capital of Videocon d2h, depending on the number of shares redeemed by Silver Eagle’s public stockholders. The Videocon d2h equity shares will be represented by Videocon d2h ADSs, with each ADS representing four Videocon d2h equity shares. As soon as reasonably practicable after the closing of the Transaction, Silver Eagle’s stockholders will receive Videocon d2h ADSs in proportion to their stockholdings in Silver Eagle and Silver Eagle will dissolve and liquidate. The current shareholders of Videocon d2h will be entitled to be issued additional Videocon d2h equity shares equal to 11.68 million Videocon d2h ADSs following the closing subject to the achievement of certain ADS price targets for a specified period following the closing. In addition, Silver Eagle is proposing to amend the agreement governing its outstanding warrants to provide that each outstanding public warrant of Silver Eagle will be exchanged for cash in the amount of $1.00. The Sponsor and Dennis A. Miller have agreed to forfeit to Silver Eagle for no consideration 15,000,000 private placement warrants held by them. Accordingly, the private placement warrants will not be eligible to be exchanged for cash pursuant to the Warrant Amendment Proposal. As a result of the Transaction, Silver Eagle stockholders will become shareholders of Videocon d2h through holding ADSs which are expected to trade on NASDAQ following the consummation of the Transaction.
Q: What equity stake will current Silver Eagle stockholders hold in Videocon d2h after the closing?
A: Silver Eagle estimates that, upon completion of the Transaction, Silver Eagle’s existing stockholders will retain an ownership interest of between 33.42% and 38.42% of the issued share capital of Videocon d2h, depending on the number of public shares that are redeemed. See “Summary — Videocon d2h Equity Shares and ADSs to be Issued in the Transaction” and “Unaudited Pro Forma Condensed Financial Information” for further information. These percentages assume that (a) Silver Eagle contributes between $200.85 and $273.35 million to Videocon d2h, and (b) that between 22.70% and 0% of Silver Eagle

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stockholders properly exercise their redemption rights in connection with the vote to approve the Business Combination Proposal. If the actual facts are different than these assumptions, the percentage ownership retained by Silver Eagle’s existing stockholders will be different. The current shareholders of Videocon d2h will be entitled to be issued additional equity shares of Videocon d2h following the closing, provided that certain share price performance hurdles of the ADSs on NASDAQ are satisfied within three years of the initial listing of the ADSs. The maximum shares to be issued under this earn-out is 46,720,000 equity shares, which is equivalent to 11.68 million Videocon d2h ADSs. The earn-out shares will be issued subject to the achievement of the following price targets for the ADSs: (i) 50% of the total number of equity shares subject to the earnout provision will be released to the current stockholders of Videocon d2h if the last sales price of Videocon d2h ADSs on NASDAQ (converted into Indian rupees on each such date in accordance with the Contribution Agreement) equals or exceeds 125% of the price per Videocon d2h ADS to be issued to the Silver Eagle stockholders (converted into Indian rupees in accordance with the Contribution Agreement) (as adjusted for splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within three years following the closing date, and (ii) the remaining 50% of the total number of equity shares subject to the earnout provision will be released to the current stockholders of Videocon d2h if the last sales price of Videocon d2h ADSs on NASDAQ (converted into Indian rupees in accordance with the Contribution Agreement) equals or exceeds 150% of the price per Videocon d2h ADS to be issued to the Silver Eagle stockholders (converted into Indian rupees in accordance with the Contribution Agreement) (as adjusted for splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within three years following the closing date. However, at any time prior to the satisfaction of these share price hurdles during the three year period following the closing date, if Videocon d2h files a draft red herring prospectus for an initial public offering in India, then all the unissued equity shares and ADSs subject to the above described earn-out provision shall be issued prior to filing of such draft red herring prospectus, provided however that necessary actions will be taken in accordance with applicable law to cause the effect of 50% of such issuance to be nullified if the last sales price of the Videocon d2h ADSs on NASDAQ (converted into rupees) for any 20 trading days within any 30-trading day period within three years from the closing date (as adjusted for splits, dividends, reorganizations, recapitalizations and the like) does not equal or exceed 125% of the price per ADS issued to the Silver Eagle stockholders in the Transaction (converted into rupees) and the effect of the remaining 50% of such issuance to be nullified if the last sales price of the Videocon d2h ADSs on the NASDAQ (converted into rupees) for any 20 trading days within any 30-trading day period within three years from the closing date (as adjusted for splits, dividends, reorganizations, recapitalizations and the like) equals or exceeds 150% of the price per ADS issued to the Silver Eagle stockholders in the Transaction (converted into rupees).

The following table illustrates varying ownership levels based on the assumptions described above but assuming varying levels of redemptions by Silver Eagle stockholders:

       
  Assumed % of Silver Eagle Shares Redeemed
     22.71%
(maximum under
Contribution Agreement)
  15.38%   7.69%   0.0%
Silver Eagle stockholders     33.42 %      35.12 %      36.81 %      38.42 % 
Current Videocon d2h shareholders     66.58 %      64.88 %      63.19 %      61.58 % 
Q: How will the founder shares be treated in the Transaction?
A: Immediately prior to the closing of the Transaction, the Sponsor, Dennis A. Miller and our independent directors will forfeit, in the aggregate, 2,875,000 founder shares, 2,031,250 of which will be “founder earnout shares” as described in the prospectus for Silver Eagle’s initial public offering which are subject to forfeiture if certain share price targets are not met following the closing of Silver Eagle’s business combination transaction. This represents forfeiture of all of the founder earnout shares held by our founders. Following such forfeiture, the Sponsor, Dennis A. Miller and the independent directors of Silver Eagle, will hold, in the aggregate, 5,250,000 founder shares. Under the Contribution Agreement, following the closing of the Transaction, Videocon d2h is required to issue the Sponsor an additional 1.3 million ADSs increasing ratably to a maximum of an additional 2.0 million ADSs, based on the

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applicable actual Contribution Amount contributed by Silver Eagle to Videocon d2h. 50% of such ADSs will be issuable if the last sales price of the Videocon d2h ADSs on NASDAQ (converted into rupees) for any 20 trading days within any 30-trading day period within three years from the closing date (as adjusted for splits, dividends, reorganizations, recapitalizations and the like) equals or exceeds 125% of the price per ADS issued to the Silver Eagle stockholders in the Transaction (converted into rupees) and the remaining 50% of such ADSs will be issuable if the last sales price of the Videocon d2h ADSs on the NASDAQ (converted into rupees) for any 20 trading days within any 30-trading day period within three years from the closing date (as adjusted for splits, dividends, reorganizations, recapitalizations and the like) equals or exceeds 150% of the price per ADS issued to the Silver Eagle stockholders in the Transaction (converted into rupees). However, at any time prior to the satisfaction of these share price hurdles during the three year period following the closing date, if Videocon d2h files a draft red herring prospectus for an initial public offering in India, then all the unissued equity shares and ADSs subject to the above described earn-out provision shall be issued prior to filing of such draft red herring prospectus, provided however that necessary actions will be taken in accordance with applicable law to cause the effect of 50% of such issuance to be nullified if the last sales price of the Videocon d2h ADSs on the NASDAQ (converted into rupees) for any 20 trading days within any 30-trading day period within three years from the closing date (as adjusted for splits, dividends, reorganizations, recapitalizations and the like) does not equal or exceed 125% of the price per ADS issued to the Silver Eagle stockholders in the Transaction (converted into rupees) and the effect of the remaining 50% of such issuance to be nullified if the last sales price of the Videocon d2h ADSs on the NASDAQ (converted into rupees) for any 20 trading days within any 30-trading day period within three years from the closing date (as adjusted for splits, dividends, reorganizations, recapitalizations and the like) equals or exceeds 150% of the price per ADS issued to the Silver Eagle stockholders in the Transaction (converted into rupees).

In addition to receiving ADSs in respect of 5,250,000 founder shares held at closing, the following table includes the number of additional Videocon d2h equity shares (represented by ADSs) that the Sponsor will be entitled to receive from Videocon d2h based on varying contribution levels, and based on the post-closing price performance of the ADSs for the three-year period following the closing, as described above.

     
Contribution   Amount   Equity Shares
that may be Issued
to Founders
  ADSs Representing
Equity Shares that may be Issued to Founders
Minimum   $ 200,850,000       5.2 million       1.3 million  
Median   $ 237,100,000       6.6 million       1.7 million  
Maximum   $ 273,350,000       8.0 million       2.0 million  
Q: Has Silver Eagle obtained a fairness opinion in connection with the Contribution?
A: No.
Q: Is the Transaction the first step in a “going-private” transaction?
A: The Transaction is not intended to be the first step in a “going-private” transaction. Indeed, one of the primary purposes of the Transaction is to provide a platform for Videocon d2h to access the U.S. public markets.
Q: What conditions must be satisfied to complete the Transaction?
A: There are a number of closing conditions in the Contribution Agreement, including (i) that Silver Eagle stockholders approve the Business Combination Proposal, (ii) that the Contribution Amount is at least $200,850,000, and (iii) that Videocon d2h receive certain regulatory approvals, among others, from the Ministry of Information and Broadcasting. For a summary of the conditions that must be satisfied or waived prior to completion of the Transaction, see the section entitled “Proposal No. 1 — Approval of the Business Combination — The Contribution Agreement.”
Q: Why is Silver Eagle proposing the Plan of Dissolution Proposal?
A: If the Business Combination Proposal is approved and the Transaction is consummated, Silver Eagle will have completed its initial business combination transaction by contributing all of the cash held in the

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trust account, less transaction expenses, amounts due to public stockholder who properly exercise their redemption rights, payments to warrantholders (if the Warrant Amendment Proposal is approved) and reserves for liquidation and dissolution expenses, to Videocon d2h in exchange for Videocon d2h equity shares, represented by ADSs, and each outstanding Silver Eagle public warrant will be exchanged for cash in the amount of $1.00. Silver Eagle’s board of directors has determined that dissolving Silver Eagle as a legal entity after completion of the Transaction is in the best interests of Silver Eagle stockholders, since Silver Eagle will have transferred substantially all of its assets to Videocon d2h in the Transaction.

Prior to the effectiveness of the Form F-4 registration statement, Videocon d2h, together with the depositary, will file a Form F-6 registration statement to register the ADSs with the SEC. The Form F-6 will include as an exhibit a copy of the deposit agreement that sets forth the rights of the ADS holders.

Q: What happens if I sell my shares of Silver Eagle common stock or public warrants before the special meeting of stockholders or public warrantholders?
A: The record date for the special meeting of stockholders and special meeting of public warrantholders is earlier than the date that the Transaction is expected to be completed. If you transfer your shares of Silver Eagle common stock or public warrants after the record date, but before the special meeting of stockholders or special meeting of public warrantholders, unless the transferee obtains from you a proxy to vote those shares or warrants, you will retain your right to vote at the special meeting of stockholders or special meeting of public warrantholders. However, you will not be entitled to receive any Videocon d2h ADSs following the closing of the Transaction because only Silver Eagle’s stockholders on the date of the closing of the Transaction will be entitled to receive Videocon d2h ADSs in connection with the closing of the Transaction.
Q: What vote is required to approve the proposals presented at the special meeting of stockholders?
A: The approval of each of the Business Combination Proposal and the Plan of Dissolution Proposal requires the affirmative vote of holders of a majority of the shares of Silver Eagle common stock. Accordingly, a Silver Eagle stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or the failure of a Silver Eagle stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Plan of Dissolution Proposal, respectively.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Silver Eagle common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal, while a broker non-vote and shares not in attendance at the special meeting will have no effect on the outcome of any vote on the Adjournment Proposal.

No vote of the holders of any warrants issued by the Company is necessary to approve the Business Combination Proposal, and Silver Eagle is not asking the warrantholders to vote on the Business Combination Proposal or any other proposal being considered at the special meeting of stockholders.

Q: What vote is required to approve the proposals presented at the special meeting of public warrantholders?
A: The approval of the Warrant Amendment Proposal requires the affirmative vote of the holders of 65% of the outstanding public warrants as of the record date. Accordingly, a Silver Eagle warrantholder’s failure to vote by proxy or to vote in person at the special meeting of public warrantholders, an abstention from voting, or a broker non-vote will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal.

The approval of the Warrantholder Adjournment Proposal requires the affirmative vote of the holders of a majority of the public warrants represented in person or by proxy and entitled to vote thereon at the special meeting of public warrantholders. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Warrantholder Adjournment Proposal, while a broker non-vote and warrants not in attendance at the special meeting of public warrantholders will have no effect on the outcome of any vote on the Warrantholder Adjournment Proposal.

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Q: May Silver Eagle or the Sponsor, Silver Eagle’s directors, officers, advisors or their affiliates purchase shares or warrants in connection with the Transaction or the Warrant Amendment Proposal?
A: In connection with the stockholder vote to approve the proposed Transaction or the warrantholder vote to approve the Warrant Amendment Proposal, Silver Eagle may not privately negotiate transactions to purchase shares after the closing of the Transaction from stockholders who would have otherwise elected to have their shares redeemed, or warrants from its public warrantholders. However, the Sponsor, Silver Eagle’s directors, officers, or advisors or their respective affiliates may purchase shares or warrants in privately negotiated transactions. None of Silver Eagle’s directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase of shares would include a contractual acknowledgement that such stockholder, although still the record holder of Silver Eagle shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Silver Eagle’s directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per-share pro rata portion of the trust account. The purpose of such share purchases would be to satisfy the closing condition in the Contribution Agreement that the Contribution Amount is at least $200,850,000, and the purpose of any such warrant purchases would be to increase the likelihood that the Warrant Amendment Proposal is approved.
Q: How many votes do I have at the special meeting of stockholders?
A: Silver Eagle stockholders are entitled to one vote at the special meeting for each share of Silver Eagle common stock held of record as of the record date. As of the close of business on the record date, there were 40,625,000 outstanding shares of Silver Eagle common stock.
Q: What constitutes a quorum at the special meeting of stockholders?
A: Holders of a majority in voting power of the Silver Eagle’s common stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, a majority of Silver Eagle stockholders, present in person or represented by proxy, will have power to adjourn the special meeting.

As of the record date for the special meeting, 20,312,501 shares of Silver Eagle common stock would be required to achieve a quorum.

Q: How many votes do I have at the special meeting of public warrantholders?
A: Silver Eagle warrantholders are entitled to one vote at the special meeting of public warrantholders for each public warrant held of record as of the record date. As of the close of business on the record date, there were 32,500,000 public warrants outstanding.
Q: How will Silver Eagle’s Sponsor, directors and officers vote?
A: In connection with Silver Eagle’s initial public offering, Silver Eagle entered into agreements with each of its founders, consisting of the Sponsor, Dennis A. Miller, and Silver Eagle’s executive officers and independent directors, pursuant to which each agreed to vote his or its founder shares and any other shares acquired during and after the initial public offering in favor of the Business Combination Proposal. None of the founders have purchased any Silver Eagle shares during or after the initial public offering and none of the founders have entered into agreements, and are not currently in negotiations, to purchase shares. Currently, the Sponsor owns approximately 18.8% of the issued and outstanding shares of Silver Eagle common stock, consisting of 94.1% of the founder shares.

Pursuant to the terms of the warrant agreement, the Sponsor and Dennis A. Miller are not permitted to vote the private placement warrants they purchased in connection with Silver Eagle’s initial public offering in favor of the Warrant Amendment Proposal unless the registered holders of 65% of the public warrants vote in favor of the Warrant Amendment Proposal. They may, however, vote any public

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warrants they own in any manner they wish. The Sponsor and Dennis A. Miller do not own any public warrants. In order for the Warrant Amendment Proposal to be approved, 21,125,000 of the 32,500,000 outstanding public warrants must vote in favor of the Warrant Amendment Proposal. See the section entitled “Special Meeting of Silver Eagle Stockholders and Special Meeting of Silver Eagle Public Warrantholders — Vote of Silver Eagle Founders” for additional information.

Q: What interests do Silver Eagle’s current officers and directors have in the Transaction?
A: Silver Eagle’s directors and executive officers may have interests in the Transaction that are different from, or in addition to or in conflict with, yours. These interests include:
the right of the Sponsor to receive Videocon d2h ADSs following the Transaction, subject to the lock-up agreements;
the appointment of two of Silver Eagle’s executive officers as directors (but not officers) of Videocon d2h; and
the continued indemnification of current directors and officers of Silver Eagle and the continuation of directors’ and officers’ liability insurance after the Transaction.

These interests may influence Silver Eagle’s directors in making their recommendation that you vote in favor of the approval of the Transaction.

Q: What happens if I vote against the Business Combination Proposal?
A: If the Business Combination Proposal is not approved and Silver Eagle does not consummate a business combination by April 30, 2015 (or July 30, 2015 if it has entered into a letter of intent, agreement in principle or definitive agreement for an initial business combination by April 30, 2015 but has not completed the initial business combination by that date), Silver Eagle will be required to dissolve and liquidate the trust account.
Q: Do I have redemption rights?
A: If you are a holder of public shares, you may redeem your public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the Transaction, including interest, less franchise and income taxes payable, divided by the number of then outstanding public shares, subject to the limitations described herein. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 10% of the public shares. Silver Eagle’s, founders, consisting of the Sponsor, Dennis A. Miller and Silver Eagle’s executive officers and directors, have agreed to waive their redemption rights with respect to their founder shares and with respect to any other shares they may hold in connection with the consummation of the Transaction, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the trust account of approximately $324,849,061 on September 30, 2014 and estimated $130,000 in taxes payable, the estimated per share redemption price would have been approximately $9.99. Additionally, shares properly tendered for redemption will only be redeemed if the Transaction is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the trust account (including interest but net of franchise and income taxes payable (less up to $100,000 of such net interest to pay dissolution expenses)) in connection with the liquidation of the trust account.
Q: Will how I vote affect my ability to exercise redemption rights?
A: No. You may exercise your redemption rights whether you vote your shares for or against the Business Combination Proposal. As a result, the Contribution Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding ADSs with a less liquid trading market, fewer shareholders, and Videocon d2h with less cash and potentially the inability to meet the listing standards of NASDAQ.

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Q: How do I exercise my redemption rights?
A: In order to exercise your redemption rights, you must, prior to 4:30 p.m. Eastern time on [  ], 2015 (two business days before the special meeting), (i) submit a written request to Silver Eagle’s transfer agent that Silver Eagle redeem your public shares for cash, and (ii) deliver your stock to Silver Eagle’s transfer agent physically or electronically through Depository Trust Company, or DTC. The address of the transfer agent, Continental Stock Transfer & Trust Company, is listed under the question “Who can help answer my questions?” below.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Silver Eagle’s consent, until the vote is taken with respect to the Transaction. If you delivered your shares for redemption to Silver Eagle’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Silver Eagle’s transfer agent return the shares (physically or electronically). You may make such request by contacting Silver Eagle’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

Q: What are the federal income tax consequences of exercising my redemption rights?
A: Silver Eagle stockholders who exercise their redemption rights to receive cash from the trust account in exchange for their shares of Silver Eagle common stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of Silver Eagle common stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. See the section entitled “Material U.S. Federal Income Tax Considerations — Redemption of Silver Eagle Common Stock.”
Q: If I am a Silver Eagle warrantholder, can I exercise redemption rights with respect to my warrants?
A: No. There are no redemption rights with respect to Silver Eagle’s warrants.
Q: Do I have appraisal rights if I object to the proposed Transaction?
A: No. There are no appraisal rights available to holders of Silver Eagle common stock in connection with the Transaction.
Q: What happens to the funds held in the trust account upon consummation of the Transaction?
A: If the Transaction is consummated, the funds held in the trust account will be released to pay (i) the cash consideration to Videocon d2h for the Contribution, (ii) Silver Eagle stockholders who properly exercise their redemption rights, (iii) $32,500,000 to Silver Eagle warrantholders (if the Warrant Amendment Proposal is approved), (iv) an estimated $20,000,000 relating to deferred underwriting compensation to the underwriters of Silver Eagle’s initial public offering and other designated persons and certain additional fees for advisory services, and all fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by Silver Eagle in connection with the Transaction, and (vi) unpaid franchise and income taxes of the Company of approximately $150,000.
Q: What happens if the Transaction is not consummated?
A: There are certain circumstances under which the Contribution Agreement may be terminated. See the section entitled “Proposal No. 1 — Approval of the Business Combination — The Contribution Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Contribution Agreement or otherwise, Silver Eagle is unable to complete the Transaction or another business combination transaction by April 30, 2015 (or July 30, 2015 if it has entered into a letter of intent, agreement in principle or definitive agreement for an initial business combination by April 30, 2015 but has not completed the initial business combination by that date), Silver Eagle’s amended and restated certificate of incorporation provides that it will (i) cease all

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operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of such net interest to pay dissolution expenses), less franchise and income taxes payable, by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the board of Silver Eagle in accordance with applicable law, dissolve and liquidate, subject in each case to Silver Eagle’s obligations under the Delaware General Corporation Law (“DGCL”) to provide for claims of creditors and other requirements of applicable law.

Silver Eagle expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Transaction, subject in each case to Silver Eagle’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. See the section entitled “Risk Factors — If Silver Eagle is unable to effect a business combination by April 30, 2015 (or July 30, 2015 if applicable), it will be forced to liquidate and the warrants will expire worthless and — If Silver Eagle is forced to liquidate, its stockholders may be held liable for claims by third parties against Silver Eagle to the extent of distributions received by them.” Holders of the founder shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to Silver Eagle’s outstanding warrants. Accordingly, the warrants will expire worthless.

Q: When is the Transaction expected to be completed?
A: It is currently anticipated that the Transaction will be consummated promptly following the special meetings of stockholders and public warrantholders, provided that all other conditions to the consummation of the Transaction have been satisfied or waived. In particular, under the applicable Indian regulations, Videocon d2h is required to obtain prior written approval from the Ministry of Information and Broadcasting, Government of India, or MIB, for effecting any change in its equity structure, including any issuance of equity shares pursuant to the Transaction. Further, in terms of India’s current FDI Policy, Videocon d2h is required to obtain prior security clearance from the MIB in respect of certain of its key personnel, including Harry E. Sloan and Jeff Sagansky, who are to be appointed as directors on Videocon d2h’s board of directors, as one of the conditions to closing.

For a description of the conditions to the completion of the Transaction, see the section entitled “Proposal No. 1 — Approval of the Business Combination.”

Q: What do I need to do now?
A: You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Transaction will affect you as a stockholder or public warrantholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares or warrants, as applicable through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q: How do I vote?
A: If you were a holder of record of Silver Eagle common stock or public warrants on [           ], 2015, the record date for the special meetings of stockholders and public warrantholders, respectively, you may vote with respect to the applicable proposals in person at the special meeting of stockholders and public warrantholders, respectively, or by (1) calling the toll-free number specified on the enclosed proxy card and following the instructions when prompted, (2) accessing the Internet website specified on the enclosed proxy card and following the instructions provided to you, or (3) completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you are a registered

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stockholder, and you have already submitted a proxy card or voted by telephone or over the Internet, you do not need to do anything unless you wish to change your vote. If you are a public warrantholder, you must submit the attached revised proxy card or vote by telephone or over the Internet whether or not you have already submitted a proxy card or voted by telephone or over the Internet. If you hold your shares or warrants in “street name,” which means your shares or warrants are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares or warrants you beneficially own are properly counted. In this regard, you must provide the record holder of your shares or warrants with instructions on how to vote your shares or warrants or, if you wish to attend the special meeting of stockholders or warrantholders, as applicable, and vote in person, obtain a proxy from your broker, bank or nominee.
Q: What will happen if I abstain from voting or fail to vote at the applicable special meeting?
A: At the special meeting of stockholders, Silver Eagle will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have the same effect as a vote “AGAINST” the Business Combination Proposal and Plan of Dissolution Proposal, while only an abstention (and not a failure to vote) will have the same effect as a vote “AGAINST” the Adjournment Proposal.

At the special meeting of public warrantholders, a failure to vote or an abstention will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal, while only an abstention (and not a failure to vote) will have the same effect as a vote “AGAINST” the Warrantholder Adjournment Proposal.

Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?
A: Signed and dated proxies received by Silver Eagle without an indication of how the stockholder or public warrantholder, as applicable, intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders and public warrantholders, as applicable.
Q: If I am not going to attend the special meeting of stockholders or warrantholders, as applicable, in person, should I return my proxy card instead?
A: Yes. Whether you plan to attend the applicable special meeting(s) or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares or warrants, as applicable, by one of the following methods: (1) call the toll-free number specified on the enclosed proxy card and follow the instructions when prompted, (2) access the Internet website specified on the enclosed proxy card and follow the instructions provided to you, or (3) complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided.
Q: If my shares or warrants are held in “street name,” will my broker, bank or nominee automatically vote my shares or warrants, as applicable, for me?
A: No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares or warrants with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Silver Eagle believes the proposals presented to the stockholders and public warrantholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares or warrants without your instruction. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares or warrants, as applicable; this indication that a bank, broker, or nominee is not voting your shares or warrants is referred to as a “broker non-vote.” Broker non-votes will be not counted for the purpose of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meetings. Your bank, broker, or other nominee can vote your shares or warrants only if you provide instructions on how to vote. You should instruct your broker to vote your shares or warrants, as applicable in accordance with directions you provide.

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Q: May I change my vote after I have mailed my signed proxy card?
A: Yes. You may change your vote by sending a later-dated, signed proxy card to Silver Eagle’s secretary at the address listed below so that it is received by Silver Eagle’s secretary prior to the special meeting of stockholders or warrantholders, as applicable, or attend the applicable special meeting(s) in person and vote. You also may revoke your proxy by sending a notice of revocation to Silver Eagle’s secretary, which must be received by Silver Eagle’s secretary prior to the applicable special meeting(s).
Q: What should I do if I receive more than one set of voting materials?
A: You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares or warrants in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares or warrants. If you are a holder of record and your shares or warrants are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares and warrants, as applicable.
Q: Who will solicit and pay the cost of soliciting proxies?
A: Silver Eagle will pay the cost of soliciting proxies for the special meeting. Silver Eagle has engaged Morrow & Co., LLC (“Morrow”) to assist in the solicitation of proxies for the special meeting. Silver Eagle has agreed to pay Morrow a fee of $[  ]. Silver Eagle will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Silver Eagle also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Silver Eagle’s common stock for their expenses in forwarding soliciting materials to beneficial owners of the Silver Eagle’s common stock and in obtaining voting instructions from those owners. Silver Eagle’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q: Who can help answer my questions?
A: If you have questions about the proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

James A. Graf, Secretary
Silver Eagle Acquisition Corp.
1450 2nd Street, Suite 247
Santa Monica, California 90401
Tel: (310) 209-7280
Email: jgraf@geacq.com
 
You may also contact Silver Eagle’s proxy solicitor at:

Morrow & Co., LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
Email: EAGL.info@morrowco.com

To obtain timely delivery, Silver Eagle stockholders and public warrantholders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

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If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Silver Eagle’s transfer agent prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Transaction and the proposals to be considered at the special meetings, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find More Information.”

Unless otherwise specified, all share calculations (i) assume no exercise of redemption rights by Silver Eagle’s public stockholders, (ii) do not include any shares of Silver Eagle common stock issuable upon exercise of Silver Eagle’s warrants.

Parties to the Transaction

Silver Eagle

Silver Eagle Acquisition Corp. (“Silver Eagle”) is a Delaware corporation formed in 2013 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Silver Eagle and one or more businesses.

Silver Eagle’s common stock, warrants and units are quoted on the OTCQB under the ticker symbols “EAGL,” “EAGLW” and “EAGLU.”

The mailing address of Silver Eagle’s principal executive office is 1450 2nd Street, Suite 247, Santa Monica, California 90401.

Videocon d2h

Videocon d2h Limited (“Videocon d2h”) is a public limited company incorporated in the year 2002 and organized under the laws of the Republic of India. Videocon d2h is the fastest growing direct-to-home, or DTH, pay-TV service provider in India by acquisition of new subscribers, adding approximately 9.0 million gross subscribers during the period from April 2011 through September 2014 across India, according to data from the MPA Report. Videocon d2h has indebtedness of Rs 30,138.45 million and Rs 30,961.54 million as of March 31, 2014 and September 30, 2014, respectively. Videocon d2h intends to use at least US$100 million from the proceeds of the Transaction to repay its debts. For more detailed disclosures regarding Videocon d2h’s indebtedness and the use of proceeds of the Transaction, see “Videocon d2h’s Indebtedness” and “Use of Proceeds”.

The mailing address of Videocon d2h’s principal executive office is 1st Floor, Techweb Centre, New Link Road, Oshiwara Jogeshwari (West), Mumbai 400 102, Maharashtra, India.

The Transaction

Pursuant to the Contribution Agreement, Silver Eagle will contribute the funds held in the trust account, less transaction expenses, amounts used to pay Silver Eagle stockholders who properly exercise their redemption rights in connection with the vote to approve the Business Combination Proposal, amounts payable to warrantholders and reserves for liquidation and dissolution expenses, in exchange for equity shares of Videocon d2h. Silver Eagle estimates that the equity shares issued by Videocon d2h will constitute between 33.42% and 38.42% of the issued share capital of Videocon d2h, depending on the number of shares redeemed by Silver Eagle’s public stockholders. See “Unaudited Pro Forma Condensed Financial Information” for further information. The Videocon d2h equity shares will be represented by Videocon d2h ADSs, with each ADS representing four Videocon d2h equity shares. As soon as reasonably practicable after the closing of the Transaction, Silver Eagle’s stockholders will receive Videocon d2h ADSs in proportion to their stockholdings in Silver Eagle and Silver Eagle will dissolve and liquidate. The current shareholders of Videocon d2h will be entitled to be issued additional Videocon d2h equity shares equal to 11.68 million Videocon d2h ADSs following the closing subject to the achievement of certain ADS price targets for a specified period following the closing. In addition, Silver Eagle is proposing to amend the agreement governing its outstanding warrants to provide that each outstanding public warrant of Silver Eagle will be exchanged for cash in the amount of $1.00, as described more fully herein. The Sponsor and Dennis A. Miller have agreed to forfeit to Silver Eagle for no consideration 15,000,000 private placement warrants held by them. Accordingly, the private placement warrants will not be eligible to be exchanged for cash pursuant to the Warrant Amendment Proposal. A copy of the Contribution Agreement is attached to this proxy statement/prospectus as Annex A.

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Redemption Rights (Page 58)

Pursuant to Silver Eagle’s amended and restated certificate of incorporation, holders of public shares may elect to have all or a portion of their shares redeemed at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the Transaction, including interest, less franchise and income taxes payable, divided by the number of then outstanding public shares, subject to the limitations described herein. As of September 30, 2014, this would have amounted to approximately $9.99 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of Silver Eagle common stock for cash and will no longer own shares of Silver Eagle common stock. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Silver Eagle’s transfer agent in accordance with the procedures described herein. See the section entitled “Special Meeting of Silver Eagle Stockholders and Special Meeting of Silver Eagle Public Warrantholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Videocon d2h Equity Shares and ADSs to be Issued in the Transaction

Under the Contribution Agreement, Silver Eagle expects to contribute between $200.85 and $273.35 million to Videocon d2h in exchange for equity shares, represented by ADSs, constituting between 33.42% and 38.42% of the issued share capital of Videocon d2h, depending on the number of shares redeemed by Silver Eagle’s public stockholders. Set forth in the table below are ownership percentages of Videocon d2h that are calculated assuming that Silver Eagle’s transaction expenses, amounts payable to warrantholders and reserves for liquidation and dissolution expenses equal $[  ] in the aggregate and assuming varying levels of redemptions by Silver Eagle stockholders. You should read “Proposal No. 1 — Approval of the Business Combination” and “Unaudited Pro Forma Condensed Financial Information” for further information.

       
  Assumed % of Silver Eagle Shares Redeemed
     22.71%
(maximum under
Contribution Agreement)
  15.38%   7.69%   0.0%
Silver Eagle stockholders     33.42 %      35.12 %      36.81 %      38.42 % 
Current Videocon d2h shareholders     66.58 %      64.88 %      63.19 %      61.58 % 

The current shareholders of Videocon d2h will be entitled to be issued additional Videocon d2h equity shares equal to 11.68 million Videocon d2h ADSs following the closing subject to the achievement of certain ADS price targets for a specified period following the closing.

Treatment of the Founder Shares in the Transaction

Immediately prior to the closing of the Transaction, the Sponsor, Dennis A. Miller and our independent directors will forfeit, in the aggregate, 2,875,000 founder shares, 2,031,250 of which will be “founder earnout shares” as described in the prospectus for Silver Eagle’s initial public offering which are subject to forfeiture if certain share price targets are not met following the closing of Silver Eagle’s business combination transaction. This represents forfeiture of all of the founder earnout shares held by our founders. Following such forfeiture, the Sponsor, Dennis A. Miller and the independent directors of Silver Eagle will hold, in the aggregate, 5,250,000 founder shares. Under the Contribution Agreement, following the closing of the Transaction, Videocon d2h is required to grant the Sponsor the equivalent of an additional 1.3 million ADSs increasing ratably to a maximum of an additional 2.0 million ADSs, based on the applicable actual Contribution Amount contributed by Silver Eagle to Videocon d2h, 50% of such ADSs will be issuable if the last sales price of the Videocon d2h ADSs on NASDAQ (converted into rupees) for any 20 trading days within any 30-trading day period within three years from the closing date (as adjusted for splits, dividends, reorganizations, recapitalizations and the like) does not equal or exceed 125% of the price per ADS issued to the Silver Eagle stockholders in the Transaction (converted into rupees) and the remaining 50% of such ADSs will be issuable if the last sales price of the Videocon d2h ADSs on the NASDAQ (converted into rupees) for any 20 trading days within any 30-trading day period within three years from the closing date (as adjusted for splits, dividends, reorganizations, recapitalizations and the like) equals or exceeds 150% of the price per ADS issued to the Silver Eagle stockholders in the Transaction (converted into rupees).

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Board of Directors of Videocon d2h Following the Transaction

The Contribution Agreement provides that in connection with the Transaction, the board of directors of Videocon d2h will consist of seven members, including Mr. Saurabh Pradipkumar Dhoot, Mr. Harry E. Sloan, Mr. Jeff Sagansky, Mr. Shivratan Jeetmal Taparia, Mr. Pradeep Ramwilas Rathi, Mr. Nabankur Gupta and Mr. Karunchandra Srivastava. See the sections entitled “Proposal No. 1 — Approval of the Business Combination” and “Management After The Transaction” for additional information.

The Plan of Dissolution (Page 83)

If the Business Combination Proposal is approved and the Transaction is consummated, Silver Eagle will have completed its initial business combination transaction by contributing all of the cash held in the trust account, less transaction expenses, amounts due to public stockholders who properly exercise their redemption rights, amounts payable to warrantholders and reserves for liquidation and dissolution expenses, to Videocon d2h in exchange for Videocon d2h equity shares, represented by ADSs, and each outstanding Silver Eagle public warrant will be exchanged for cash in the amount of $1.00. Silver Eagle’s board of directors has determined that dissolving Silver Eagle as a legal entity after completion of the Transaction is in the best interests of Silver Eagle stockholders, since Silver Eagle will have transferred substantially all of its assets to Videocon d2h in the Transaction.

See the section entitled “Proposal No. 2 — Approval of the Plan of Dissolution” for additional information.

Accounting Treatment (Page 92)

Videocon d2h will issue 121.48 – 151.0 million equity shares, represented by ADSs, for an aggregate purchase price of between US$251.2 and US$325.0 million in connection with the Transaction. Videocon d2h will treat the Transaction as the issue of its equity shares for cash.

Appraisal Rights (Page 86)

Appraisal rights are not available to Silver Eagle stockholders in connection with the Transaction.

Reasons for the Transaction (Page 78)

Silver Eagle was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Silver Eagle has sought to capitalize on the substantial deal sourcing, investing and operating expertise of its management team to identify, acquire and operate a business in the media and entertainment industries, although Silver Eagle is not limited to a particular industry or sector.

In particular, Silver Eagle’s board considered the following positive factors, although not weighted or in any order of significance:

Media and Entertainment Industry.  Videocon d2h is a leading direct-to-home service provider and acquirer and distributor of entertainment content that works closely with channel distributors. Accordingly, Silver Eagle’s management's significant operating and deal-making experience and relationships with companies in this space would provide Videocon d2h with a number of competitive advantages and may present it with a substantial number of additional business targets and relationships in this space to facilitate growth. Within the media and entertainment sector, Videocon d2h’s growth prospects, competitive dynamics, opportunities for consolidation, limited need for capital investment and barriers to entry in the market were to be compelling compared to other opportunities Silver Eagle evaluated.

High-Growth Markets.  India's economic growth, reflected in higher per capita income and an increasing middle class, with greater disposable incomes, has provided a foundation for the growth of pay-TV services. In 2013, the industry added 5.4 million net new pay-TV subscribers, taking overall industry subscriber base to 135 million. Much of this growth has been driven by DTH, which had a 66% share of net new additions in 2013. Increasing purchasing power is expected to result in a higher number of TV homes in India. pay-TV penetration of TV homes will also grow at a rate with increasing incidence of multiple TV set homes. Silver Eagle’s management team has extensive experience operating media businesses and leading

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transactions in high growth international markets, including India. For example, Silver Eagle’s Chairman and Chief Executive Officer, Harry E. Sloan, is the former Chief Executive Officer of Metro-Goldwyn-Mayer, Inc., or MGM. During his time there, MGM launched the MGM Channel in India and in many markets around the world. In addition, Mr. Sloan was Founder, Chairman and Chief Executive Officer of SBS Broadcasting, S.A., or SBS, which operated entirely outside the U.S. with substantial footprint in high growth emerging markets, and made a number of investments in fast growth emerging markets, including investing in the first private television station in Hungary, TV2, and one of the first television stations in Poland, TVN. Jeff Sagansky, Silver Eagle’s President, was previously co-President of Sony Pictures Entertainment, and helped launch the Sony channels in India, Taiwan and the AXN channels in Asia, as well as channels in many markets around the world. James A. Graf, Silver Eagle’s Chief Financial Officer, spent over 15 years as an investment banker living in Asia or working on transactions in Asia, where he led mergers and acquisitions, equity and debt financing transactions, including transactions in the media sector, in many Asian markets, including India.

Business with Revenue and Earnings Growth Potential.  Silver Eagle believes that Videocon d2h has executed successfully and is one of the fastest growing DTH operators in the world in terms of subscriber additions. While primarily derived through subscription revenue today, Videocon d2h has the potential to expand revenue and earnings by providing differentiated content and other potential revenue streams.

Companies with Potential for Strong Free Cash Flow Generation.  Silver Eagle believes that Videocon d2h has the potential for strong, stable cash flow now that it has achieved critical mass of subscribers. Now that Videocon d2h has reached this subscriber inflection point, each additional marginal customer added provides greater marginal income growth in addition to greater market scale in content acquisition and pricing strategies.

Experienced and Motivated Management Team.  Videocon d2h’s management team has significant experience, and the members of the management team are expected to continue in their roles.

In the prospectus for Silver Eagle’s IPO, Silver Eagle identified the foregoing positive factors as general criteria and guidelines that its management believed would be important in evaluating prospective target businesses.

Quorum and Required Vote for Proposals for the Special Meeting of Stockholders (Page 56)

A quorum of Silver Eagle stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the Silver Eagle common stock outstanding and entitled to vote at the special meeting of stockholders is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

The approval of the Business Combination Proposal and the Plan of Dissolution Proposal requires the affirmative vote of the holders of a majority of the shares of Silver Eagle common stock. Accordingly, a stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Plan of Dissolution Proposal, respectively.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Silver Eagle common stock represented in person or by proxy and entitled to vote thereon at the special meeting. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal, while a broker non-vote and shares not in attendance at the special meeting will have no effect on the outcome of any vote on the Adjournment Proposal.

The Business Combination Proposal is conditioned on the Plan of Dissolution Proposal. The Plan of Dissolution Proposal and the Warrant Amendment Proposal are each conditioned on the Business Combination Proposal. If the Business Combination Proposal is not approved, the Plan of Dissolution Proposal and the Warrant Amendment Proposal will have no effect, even if those proposals are approved by the requisite vote.

The Warrant Amendment (Page 89)

At the special meeting of public warrantholders, Silver Eagle will ask its public warrantholders to consider and vote on a proposal, referred to as the “Warrant Amendment Proposal,” to approve and consent to an amendment to the terms of the warrant agreement governing Silver Eagle’s outstanding warrants to provide

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that, upon the consummation of the Transaction, Silver Eagle’s outstanding warrants will be exchanged for cash in the amount of $1.00. The Sponsor and Dennis A. Miller have agreed to forfeit to Silver Eagle for no consideration 15,000,000 private placement warrants held by them. Accordingly, the private placement warrants will not be eligible to be exchanged for cash pursuant to the Warrant Amendment Proposal. The Warrant Amendment will not become effective if the Transaction is not completed.

Approval of the Warrant Amendment Proposal requires the affirmative vote of the holders of 65% of the outstanding public warrants as of the record date. Pursuant to the terms of the warrant agreement, the Sponsor is not permitted to vote the private placement warrants in favor of the Warrant Amendment Proposal unless the registered holders of 65% of the public warrants vote in favor of the Warrant Amendment Proposal.

No vote of the holders of any stock issued by Silver Eagle is necessary to approve the Warrant Amendment Proposal, and Silver Eagle is not asking its stockholders to vote on the Warrant Amendment Proposal or any other proposal being considered at the special meeting of public warrantholders.

Recommendation to Silver Eagle Stockholders and Warrantholders (Pages 82 and 89)

Silver Eagle’s board of directors believes that (a) each of the Business Combination Proposal, the Plan of Dissolution Proposal and the Adjournment Proposal to be presented at the special meeting of stockholders and (b) each of the Warrant Amendment Proposal and Warrantholder Adjournment Proposal is in the best interests of the Company and its stockholders and public warrantholders, respectively, and unanimously recommends that its stockholders and public warrantholders, as applicable, vote “FOR” each of the proposals.

When you consider the recommendation of Silver Eagle’s board of directors in favor of approval of these proposals, you should keep in mind that its directors and officers have interests in the Transaction that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

the right of the Sponsor to receive Videocon d2h ADSs following the Transaction, subject to the lock-up agreements;
the appointment of Harry E. Sloan and Jeff Sagansky, Silver Eagle’s executive officers, as directors (but not officers) of Videocon d2h; and
the continued indemnification of current directors and officers of Silver Eagle and the continuation of directors’ and officers’ liability insurance after the Transaction.

RISK FACTORS (Page 19)

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”

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RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before you decide whether to vote or instruct your vote to be cast to approve the Business Combination Proposal.

Risks Related to Videocon d2h and the Industry in which Videocon d2h operates.

Videocon d2h has accumulated losses exceeding its paid-up share capital, which may affect its ability to continue as a “going concern”.

Videocon d2h has incurred losses for the fiscal years 2013 and 2014 of Rs.3,490.47 million and Rs.3,195.35 million and for the six-month period ended September 30, 2014 of Rs.1,149.00 million. The auditors of Videocon d2h have stated in their audit opinion that the accumulated losses of Videocon d2h exceed its paid up share capital and that Videocon d2h’s ability to continue as a going concern is dependent on its ability to fund its operations and capital expenditure requirements. See “Videocon d2h Operating and Financial Review and Prospects.” Videocon d2h cannot assure you that it will not continue to incur losses, or that the auditors of Videocon d2h will continue to prepare the financial statements of Videocon d2h on a going concern basis.

Videocon d2h’s indebtedness could adversely affect its financial health and make it more difficult for Videocon d2h to service its debt or obtain additional financing, if necessary.

As of September 30, 2014, Videocon d2h had an outstanding secured indebtedness of Rs.28,711.54 million from banks and financial institutions and indebtedness of Rs.2,250.00 million from Videocon Industries. While Videocon d2h intends to repay certain loans from scheduled banks from the proceeds of the Issue, it may incur additional indebtedness in the future. Its indebtedness could have several important consequences, including but not limited to the following:

a portion of Videocon d2h’s cash flows may be used towards payment of principal and interest of its debts, which would reduce the availability of cash to fund working capital needs, capital expenditures and other general corporate requirements;
its ability to obtain additional financing in the future at reasonable terms may be restricted;
Videocon d2h may be more vulnerable to economic downturns, may be limited in its ability to withstand competitive pressures and may have reduced flexibility in responding to changing business, regulatory and economic conditions; and
Videocon d2h may be placed at a competitive disadvantage relative to its competitors that have greater financial resources than it.

As of March 31, 2014, all of Videocon d2h’s indebtedness consisted of floating rate indebtedness. An increase in prevailing interest rates would increase borrowing costs with respect to existing floating rate obligations or new loans, which may adversely affect Videocon d2h’s business, financial condition and results of operations.

Any failure of Videocon d2h to adhere to the terms and conditions of its loan agreements could have an adverse effect on its business, financial condition and results of operations.

While Videocon d2h believes that its relationships with its lenders are good, compliance with the various terms and conditions of its loan agreements is subject to interpretation and, as a result, it is possible that a lender could assert that Videocon d2h has not complied with all the terms under its financing agreements. Any failure to service Videocon d2h’s indebtedness, obtain a required consent or perform any condition or covenant could lead to a termination of one or more of its credit facilities, acceleration of amounts due under such facilities and cross-defaults under certain of its other financing agreements, any of which may adversely affect its ability to conduct its business and have an adverse effect on its financial condition and results of operations. See — “The Court of Turin, Italy has, by an ex-parte decree, ordered that Videocon Industries, a Videocon Group entity, pay certain lenders of an erstwhile subsidiary a total principal amount of the loan that the erstwhile subsidiary had incurred, which order may be enforced against Videocon Industries.

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The enforcement of such order or other events could result in Videocon d2h being in default or cross-default under certain provisions of Videocon d2h loan agreements”. Currently, Videocon d2h is not in compliance with certain terms of its financing agreements relating to repayment of certain outstanding principal amounts and maintenance of certain financial ratios (as described below). However, Videocon d2h’s lenders have neither enforced any security nor have accelerated repayment of the loans for any such non compliance.

As of September 30, 2014, Videocon d2h had aggregate overdue payments of principal amounting to Rs.511.10 million. Further, Videocon d2h has been unable to maintain the following financial ratios required to be maintained under its financing arrangements:

Total debt to promoter contribution ratio of not more than two times (which was 2.65 times as of March 31, 2014);
Assets coverage ratio of at least one time (which was 0.79 time as of March 31, 2014);
Debt to EBITDA ratio for fiscal 2014 of not more than 3.5 times (which was 7.03 times as of March 31, 2014); and
Debt to net cash accruals ratio for fiscal 2014 of not more than 5.5. times (net cash accruals was negative as of March 31, 2014).

The restrictive covenants in Videocon d2h’s loan agreements and any of the agreements governing its future indebtedness could adversely restrict its financial and operating flexibility.

Videocon d2h’s existing loan agreements contain financial and other restrictive covenants. These include certain security margins, financial ratios and restrictive covenants, such as requiring the lender’s consent for, among other things, issuance of new equity shares, undertaking any new project, diversification, modernization or substantial expansion of its DTH operations, formulating any scheme of amalgamation or reconstruction, making any material changes to its constitutional documents, incurring further indebtedness, creating further encumbrances on, or disposing of, its assets, changing its fiscal year and making investments or acquisitions beyond certain limits in a single fiscal year. Future financing documents of Videocon d2h may contain similar or other financial or restrictive covenants. Such covenants may restrict Videocon d2h’s ability to raise additional capital in the future through bank borrowings and debt and equity issuances and may restrict its ability to engage in business transactions that Videocon d2h believes to be of benefit to the company. The occurrence of any of the above events may have a material adverse effect on Videocon d2h’s business, financial condition and operating results.

Videocon d2h’s failure to adhere to the terms and conditions contained in the DTH License Agreement could have an adverse effect on its business, financial condition and results of operations. In addition, Videocon d2h may owe additional amounts under its DTH License Agreement for prior years of operations.

Videocon d2h entered into the DTH License Agreement, dated December 28, 2007, with the President of India acting through the Director, Broadcasting, Policy and Legislation, Ministry of Information and Broadcasting, GoI, or the MIB (the “DTH License Agreement”). Pursuant to the terms of the DTH License Agreement, Videocon d2h is required to pay an annual fee of 10.0% of its gross revenue as defined in the DTH License Agreement (“DTH Gross Revenue”) to the MIB for the relevant fiscal year. Separately, Videocon d2h is also required to pay license fees and royalty for the spectrum it uses, as determined by the Wireless Planning & Coordination Wing of the Ministry of Communications and Information Technology, Department of Telecommunications, GoI.

The DTH license is valid until December 12, 2018, unless terminated earlier for transfer of the DTH license without prior approval from the MIB, default or insolvency. The DTH license may be terminated by the MIB without compensation to Videocon d2h in the event of breach of any of the terms and conditions of the license (after allowing Videocon d2h an opportunity to address the breach), including, among other things, if it becomes bankrupt or otherwise insolvent or applies for being adjudicated as insolvent or bankrupt. Among other restrictions under the DTH License Agreement, any change in the equity structure of Videocon d2h requires consultation with, and prior approval from, the MIB. If the DTH License Agreement is terminated or is not renewed, Videocon d2h would lose the ability to provide DTH services in India and its business, financial condition and results of operations would be adversely affected. In addition, pay DTH

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operators, including Videocon d2h, are disputing the license fee with the MIB. These pay DTH operators have claimed, under the respective disputes filed before the Telecom Disputes Settlement Appellate Tribunal, or the TDSAT, that the MIB’s entitlement to levy a license fee on the DTH Gross Revenue of the relevant pay DTH operators is restricted to revenue arising out of the licensed activities of the pay DTH operators, and does not extend to any income that may otherwise be earned by the pay DTH operators, such as interest and rental income, among others. The TDSAT in 2008 passed orders in favor of the pay DTH operators and held that the license fee payable by such pay DTH operators is required to be calculated only on the basis of revenue earned from their licensed activities net of certain permitted deductions (“Adjusted DTH Gross Revenue”). The GoI has filed appeals before the Supreme Court of India against the TDSAT’s 2008 orders, which are currently pending adjudication.

Videocon d2h has since the commencement of its DTH operations paid license fees to the MIB, calculated on the basis of Adjusted DTH Gross Revenue. Pursuant to Videocon d2h’s letter to the MIB dated February 23, 2011 relating to the submission of the statement of Adjusted DTH Gross Revenue for the fiscal year ended March 31, 2010 and payment of its license fee, the MIB issued a letter on April 18, 2011 acknowledging the receipt of the license fee, but stated that such acknowledgement was without prejudice to the rights and contentions raised in the appeals filed by the GoI against the TDSAT’s 2008 orders and other special leave petitions pending before the Supreme Court of India and that such acknowledgement was subject to verification of Videocon d2h’s final audited accounts. The MIB further noted that the acknowledgement would not constitute the final settlement of the license fees and that the GoI reserves its rights to raise further claims, to call for additional information in order to confirm that the license fees have been paid in full and to take any other action as it may deem fit to recover such amounts. If the Supreme Court rules in favor of the GoI and Videocon d2h is required to pay additional DTH license fees attributable to computation based on DTH Gross Revenue instead of Adjusted DTH Gross Revenue, Videocon d2h may incur additional liability and its business financial condition of operations may be adversely affected. Videocon d2h makes an estimation of and discloses such potential liability in its financial statements as a contingent liability. For the period since incorporation until September 30, 2014, such potential liability is estimated to be Rs.3,037.68 million (inclusive of interest as of March 19, 2014 on liability accruing until March 31, 2013), as per Videocon d2h’s financial statements as of September 30, 2014. See “Videocon d2h Operating and Financial Review and Prospects”.

Through a demand notice dated March 24, 2014, the MIB raised a demand against Videocon d2h for an aggregate amount of Rs.1,582.89 million towards outstanding license fees (together with interest at the rate of 1% per month) for periods until March 31, 2013, which Videocon d2h has challenged. For details, see “Videocon d2h’s Business — Legal Proceedings.

Videocon d2h’s leased satellite ST-2 is subject to operational, lease and environmental risks that could limit Videocon d2h’s ability to utilize the satellite.

Operational risks:  ST-2 satellite was launched in May 2011 and it has an estimated useful life of 12 to 15 years. It is subject to significant operational risks while in orbit. These risks include malfunctions that may occur as a result of various factors, such as the satellite manufacturer’s errors or operational failures. The satellite is also subject to a variety of atmospheric risks while in orbit that may adversely affect operations, including meteoroid strikes, electrostatic storms, increased solar activity and collisions with space debris. In the event ST-2 satellite experiences a technical failure, is damaged or is lost, Videocon d2h’s ability to provide programming to its subscribers could be seriously disrupted or suspended, even for prolonged periods, as Videocon d2h does not have any additional back-up satellite. In the event of such failure, damage or loss, Videocon d2h could not effectively operate its business and may be required to incur significant capital expenditure to restore its operations, including by obtaining replacement satellite capacity. Videocon d2h cannot assure you that it would be able to restore its operations or obtain replacement capacity in a timely manner, or at all. If replacement satellite capacity is not available to Videocon d2h immediately on another satellite at the same geostationary position as the ST-2 satellite, Videocon d2h’s ability to continue to provide its programming offerings would be jeopardized, which would adversely affect its business, financial condition and results of operations. In addition, Videocon d2h does not carry any business interruption insurance to cover such losses and, in such event, it is not certain when, if ever, it would be able to resume operations.

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Lease risks:  Videocon d2h’s does not own any satellites and has entered into a Ku-Band Lease Agreement, dated April 19, 2012, as amended on June 19, 2013 (the “Ku-Band Lease Agreement”), with the Department of Space, GoI (the “Department of Space”), which provides for the lease of Ku-band space segment capacity on the ST-2 satellite of Singapore Telecommunications Limited (“SingTel”) until February 28, 2015. Typically, the Department of Space enters into lease agreements for a period of up to 3 years. In the event that Videocon d2h fails to meet its payment obligations for two consecutive months or breaches a provision or fails to perform an obligation and does not cure such breach within 20 days of receiving written notice from the Department of Space, the Department of Space has a right to terminate the Ku-Band Lease Agreement. In the event of such termination by the Department of Space, Videocon d2h would be required to pay certain early termination charges. Also, while Videocon d2h currently believes that it has sufficient satellite capacity to transmit its existing and planned programming offerings, it cannot assure you that it will be able to continue to lease such capacity or additional capacity on terms acceptable to it, or at all. If the Ku-Band Lease Agreement is terminated or expires and Videocon d2h is unable to secure suitable replacement satellite transmission capacity, Videocon d2h’s business, financial condition and results of operations would be adversely affected. In addition, pursuant to the Ku-Band Lease Agreement, Videocon d2h is required to pay a monthly fee, equivalent to 1,791,667 U.S. Dollars, in Indian rupees to Antrix Corporation. Consequently, if the Indian rupee declines in value as compared to the U.S. Dollar, or if the amounts payable under this agreement increase materially, Videocon d2h will be required to make larger payments in Indian rupees. Any early termination charges and/or increased payments as a result of currency fluctuations may adversely affect Videocon d2h’s business, financial condition and results of operations.

A significant portion of Videocon d2h’s operations are currently located in a single digital broadcast center in Noida, India.

Although Videocon d2h is proposing to set up an additional broadcast site at Bharuch in Gujarat as a back-up to its existing broadcast center, a significant portion of Videocon d2h’s operations are still currently located in a single digital broadcast center in Noida, India. As a result, Videocon d2h is vulnerable to the effects of a natural disaster, such as an earthquake, flood or fire, or other calamity or event, such as technological failure, that would cause significant damage to this facility and/or disrupt its ability to conduct its business. In the event of a significant disruptive event affecting this facility, Videocon d2h may face disruptions in the delivery of programming or degradation in the audio-visual quality of such programming.

Further, pursuant to the terms of the facility’s lease agreement, or the Noida Lease Agreement, executed between Videocon d2h and the Greater Noida Industrial Development Authority, or the GNIDA, Videocon d2h is required to comply with certain terms and conditions, including providing prior written notice to the GNIDA in respect of any change in its capital structure, among other things. If Videocon d2h is in default of the terms of the Noida Lease Agreement, the GNIDA may terminate the lease and Videocon d2h in which case would be required to vacate the facility. If Videocon d2h’s operations at its digital broadcast center in Noida are disrupted for any reason, its business, financial condition and results of operations would be adversely affected.

Videocon d2h has had overdue payments under some of its loan agreements.

Videocon d2h has had aggregate overdue payments of principal of Rs.511.10 million as of September 30, 2014 under certain loan agreements. In addition, during the period from October 1, 2014 through the filing of this proxy statement/prospectus, Videocon d2h has been delayed in making payments under certain of its loan agreements from time to time. In the event of its failure to make timely payments to its lenders, such lenders may issue a notice declaring an event of default under each of these loan agreements, however, Videocon d2h’s lenders have neither enforced any security nor have accelerated repayments of the loans for any such non-compliance. While Videocon d2h intends to use a portion of the proceeds from the Issue to pay off some outstanding debts, should Videocon d2h fail to comply with the covenants of its various loans in time, or fail to make timely payments to its lenders in the future, and its lenders elect to accelerate any or all amounts outstanding under the relevant loan agreements and declare such amounts immediately due and payable, together with accrued and unpaid interest, it could have an adverse effect on Videocon d2h’s business, financial condition and results of operations.

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Further, a default by Videocon d2h under the terms of any loan agreement also constitutes a cross-default under other financing agreements entered into by Videocon d2h. Such default could result in the acceleration of amounts due under those facilities, which may individually or in the aggregate have an adverse effect on Videocon d2h’s business, financial condition and results of operations. In addition, Videocon d2h may have to dedicate a substantial portion of its future cash flow from operations to repay the debts under the financing agreements, thereby reducing the availability of cash flow to meet working capital requirements and use for other general corporate purposes. Such continued defaults and any action initiated by a lender may also impact Videocon d2h’s ability to obtain financing from banks and financial institutions in the future and may result in a decline in the value of Videocon d2h’s equity shares and the trading price of the ADSs causing you to lose all or part of your investment.

A significant portion of Videocon d2h’s shareholding is pledged as security to banks and financial institutions.

Certain of Videocon d2h’s shareholders have pledged an aggregate of 53.44% as of September 30, 2014 of their total shareholding in Videocon d2h to banks and financial institutions in connection with Videocon d2h’s existing indebtedness, in addition to executing undertakings (along with powers of attorney) not to transfer or dispose of an additional 21% of their shareholding in Videocon d2h.

In the event of enforcement of pledges on such encumbered equity shares for any reason (including any default under the terms and conditions of the relevant agreements pursuant to which such pledges have been created), such pledged equity shares may be required to be transferred to third parties in favor of which the pledges were created, resulting in a change in Videocon d2h’s shareholding pattern, which may adversely affect its ability to carry out its business operations and as a result, adversely affect its business, financial condition, results of operations and the trading price of the ADSs.

Videocon d2h relies on third parties to provide it with programming and any increase in programming costs or new regulations may adversely affect its business, financial condition and results of operations.

Videocon d2h relies on third party content providers to provide it with programming and its ability to compete successfully depends on its ability to continue to obtain programming for delivery to its subscribers at competitive prices. Content procurement by broadcasting service providers in India, including Videocon d2h, takes place through channel distributors or owners. Under Indian interconnection regulations, all channel owners and distributors are required to offer their content to all broadcasting platforms and operators, including pay DTH services providers such as Videocon d2h, subject to payment of content costs, which are regulated by the GoI. Any change in Indian interconnection regulations that would permit content owners and distributors to refuse to provide such programming to DTH operators or to impose discriminatory terms or conditions, may adversely affect Videocon d2h’s ability to acquire programming in a cost-effective manner, or at all, which would adversely affect its business, financial condition and results of operations.

Further, Videocon d2h typically enters into agreements with channel distributors and owners, in order to be able to acquire multiple channels offered by such distributors or owners as a bundle, at negotiated prices (typically below the ceiling prices prescribed by the Indian regulator). Significant content agreements that Videocon d2h has entered into at negotiated rates include those entered into with Taj Television (India) Private Limited, Sun TV Network Limited, MSM Discovery Private Limited and IndiaCast UTV Media Distribution Private Limited. Videocon d2h’s programming agreements generally have terms ranging from one to five years and contain various renewal and termination provisions.

Although Videocon d2h has been able to readily renew its contracts with its major content providers it may not be able to renew them on favorable terms in the future, in a timely manner, or at all, if the market environment changes due to new regulations or increase in content costs for the channel distributors. If Videocon d2h is unable to renew its material content agreements, its programming costs may increase. If Videocon d2h is unable to pass on such increased programming costs to its subscribers, or if such increase in the subscribers fees leads to increased subscriber churn or inability to add to its subscriber base, Videocon d2h’s business, financial condition and results of operations may be adversely affected. In addition, Videocon d2h has paid its content fees after the due date under its major content agreements from time to time, and the content providers are entitled to terminate the agreement within 21 – 45 days after serving a written demand

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for payment if payment has not been received by the due date. Although none of the content providers have sought to terminate the agreements due to delayed payments or otherwise since inception Videocon d2h believes it has a good relationship with all the major content providers; Videocon d2h cannot assure you that the major content providers will not exercise their right to terminate the agreements in the future due to delays in payments for content, and termination of those agreements by the major content providers could adversely affect Videocon d2h’s business, financial condition and results of operations.

Videocon d2h has entered into, and will continue to enter into transactions with the Videocon Group, as well as other related party transactions, which may involve conflicts of interest and adversely affect Videocon d2h’s operations.

Videocon d2h has in the course of its business entered into transactions with the Videocon Group and other related parties. Such transactions carry with them the risk that their terms could benefit related parties, to Videocon d2h’s detriment. Videocon d2h may not negotiate or enforce contractual terms as aggressively with related parties as it may with an unrelated party. In addition, such transactions present difficult conflicts of interest, could result in significant and minor disadvantages to the company and may impair investor confidence. These transactions with the Videocon Group and other related parties could also cause Videocon d2h to become materially dependent on related parties in the ongoing conduct of its business, and related parties may be motivated by personal interests to pursue courses of action that are not necessarily in the best interest of Videocon d2h or its shareholders. While Videocon d2h believes that all such transactions have been conducted on an arm’s length basis, it cannot assure you that it could not have achieved more favorable terms had such transactions not been entered into with related parties. Furthermore, it is likely that Videocon d2h may enter into transactions with the Videocon Group and other related parties in the future. Videocon d2h cannot assure you that such transactions, individually or in the aggregate, will not have an adverse effect on its financial condition and results of operations. See “Certain Relationships and Related Transactions — Transactions with Videocon Group Entities.

Damage to Videocon d2h’s relationship with the Videocon Group, including Trend Electronics Limited (a Videocon Group entity) could have a material adverse effect on its business, financial condition and results of operations.

Videocon d2h benefits from its relationship with the Videocon Group in many ways, such as their reputation, the cross-selling of its services through the Videocon Group, the opportunity to reduce its marketing spend by using Videocon Group’s existing marketing network and goodwill and the Videocon Group’s willingness to guarantee the majority of Videocon d2h’s loan agreements. Videocon d2h’s growth and future success is influenced, in part, by its continued relationship with its the Videocon Group because of the goodwill and market reputation that Videocon Group has established for itself in India, and Videocon d2h relies on such benefits to position itself in the market to attract subscribers. Videocon d2h cannot assure you that it will be able to continue to take advantage of the benefits of these relationships in the future. If Videocon d2h ceases to benefit from these relationships for any reason, its business, financial condition and results of operations may be adversely affected.

Videocon d2h believes that its subscribers, vendors and members of the financial community perceive the “Videocon” brand to be that of a trusted provider of quality products and services. Videocon d2h cannot assure you that the established “Videocon” brand name will not be adversely affected in the future by events that are beyond its control, including subscriber complaints or adverse publicity from any other source relating to the Videocon d2h or the Videocon Group. Any damage to this brand name, if not immediately and sufficiently remedied, could have an adverse effect on Videocon d2h’s business, financial condition and results of operations.

In addition, Videocon d2h’s success depends significantly on its ability to maintain the “Videocon d2h” brand and successfully build the brand image of its new offerings and brand extensions. In order to increase brand recognition and build the brand image of new offerings and brand extensions, Videocon d2h believes it must continue to devote significant time and resources to advertising and promotions. Videocon d2h cannot assure you that these expenses will result in an increase in favorable recognition of its brand or a sufficient increase in revenues to cover such advertising and promotional expenses.

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Videocon d2h has entered into a trademark license agreement with CE India Limited (previously Videocon India Limited), a Videocon Group entity, for the use of the “Videocon” and “V” trademarks, which is valid until March 31, 2022. Videocon d2h cannot assure you that it will continue to have the uninterrupted use and enjoyment of these trademarks as it may be unable to renew the trademark license agreement on acceptable terms or at all.

Further, Videocon d2h has obtained registrations in its name under the Trademarks Act, 1999, as amended for the trademarks “d2h”, “D2H” and “DIRECT HAI CORRECT HAI, as granted by Mr. Saurabh Pradipkumar Dhoot (Videocon d2h’s Executive Director) to Videocon d2h, under the terms of an agreement dated July 21, 2008. Videocon d2h may not be able to prevent infringement of its trademarks and a passing off action under common law may not provide sufficient protection. Additionally, Videocon d2h may be required to litigate to protect its brands, which may be costly and divert management’s attention. Loss of the rights to use these trademarks may adversely affect its business, financial condition and results of operations.

Further, Videocon Industries Limited, the flagship entity of the Videocon Group, has made unsecured loans to Videocon d2h from time-to-time. As of September 30, 2014, such outstanding unsecured loans aggregated to Rs.2,250.00 million.

In addition, Videocon d2h benefits from its relationship with Trend Electronics Limited, or TEL. TEL is an Indian contract electronics manufacturer and the sole supplier of set-top boxes for Videocon d2h. In addition, TEL supplies Videocon d2h with a substantial majority of its other consumer premises equipment. For fiscal years 2013 and 2014, the purchase of set-top boxes and other consumer premises equipment from TEL totaled Rs.6,753.48 million and Rs.5,832.32 million, respectively.

Videocon d2h cannot assure you that it will continue to benefit from its relationship with TEL or other entities in the Videocon Group. In the event that TEL ceases to be a Videocon Group entity, Videocon d2h may be unable to derive the benefits of sourcing set-top boxes and other consumer premises equipment from TEL, such as reducing time-to-market for new set-top boxes and not being required to pay customs or import duties. If TEL is unable, for any reason, to provide Videocon d2h with a sufficient quantity of set-top boxes or other consumer premises equipment, Videocon d2h’s ability to add additional subscribers would be impaired, which would adversely affect its results of operations. Videocon d2h cannot assure you in such event that it would be able to obtain set-top boxes or other consumer premises equipment from another supplier on terms favorable to Videocon d2h.

Videocon d2h’s business is regulated and failure to obtain required regulatory approvals or clearances to operate its business, or comply with applicable laws, and any adverse changes in applicable laws could adversely affect its business, financial condition and results of operations.

Videocon d2h is subject to various laws and regulations in India arising from its operations in India, and the terms and conditions set out in the DTH License Agreement, which is effective for a period of 10 years from the date of issue of the wireless operational license (which was issued to Videocon d2h on December 12, 2008), unless terminated earlier in accordance with its terms. Among other conditions, in terms of the DTH License Agreement, Videocon d2h is required to obtain prior approval from the MIB for effecting any change in its equity structure (including in respect of equity shares issued pursuant to the Transaction).

Videocon d2h is further subject to various regulatory requirements, which may restrict its ability to conduct business. Under the provisions of India’s current Consolidated FDI Policy, effective from April 17, 2014, foreign investment in Videocon d2h is permitted, subject to, among others, the following conditions — up to 49.0% of its paid-up equity share capital under the automatic route, and up to 74.0%, with prior approval of the GoI for foreign investment between 49.0% and 74.0%. Further, the following conditions will be required to be fulfilled, in the event of any foreign investment being brought into Videocon d2h:

A majority of Videocon d2h’s Directors, chief executive officer, chief officer in charge of technical network operations and chief security officer must be citizens of India;

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Each of Videocon d2h’s Directors, key executive officers such as chief executive officer, chief financial officer, chief security officer, chief technical officer, chief operating officer, any shareholder of Videocon d2h who holds 10.0% or more of its paid-up equity share capital including the ADSs, and any other category of persons as may be specified by the MIB from time to time, have obtained security clearance from the MIB;
Prior permission of the MIB must be obtained for effecting any changes in Videocon d2h’s board of directors, appointment of Directors and any key executives as mentioned above, and any other executives as may be specified by the MIB from time to time; and
Security clearance must also be obtained for each foreign personnel likely to be deployed for more than 60 days in a year by way of appointment, contract, consultancy or any other capacity for providing any services to Videocon d2h. Such security clearance is required to be renewed every two years.

Under the terms of the Contribution Agreement, it is a condition to Silver Eagle’s obligation to close the Transaction that Harry E. Sloan and Jeff Saganksy of Silver Eagle be elected to Videocon d2h’s board of directors. Accordingly, prior to the closing of the Transaction, Videocon d2h must receive security clearance from the MIB in respect of each of Messrs. Sloan and Saganksy. Videocon d2h is currently in the process of obtaining the requisite MIB approval and clearances.

Videocon d2h cannot assure you that it will be able to obtain necessary approvals required from the MIB in the future in a timely manner, or at all, or that it will be able to comply with any further conditions imposed by the MIB while granting such permissions. Further, the MIB has the right to modify, at any time, the laws and regulations applicable to the industry in which Videocon d2h operates, including the DTH Guidelines and the terms and conditions of the DTH License Agreement. Videocon d2h’s business could suffer if there are adverse changes to the regulatory environment. Increased regulation or changes in existing regulation may require Videocon d2h to change its business policies and practices and may increase the costs of providing services to subscribers, which could have an adverse effect on its business, financial condition and results of operations. See “Videocon d2h’s Business — Government Regulations.

If Videocon d2h is unable to recover the consumer premises equipment from churned subscribers, there could be a significant erosion of the realizable value of its consumer premises equipment.

Consumer premises equipment comprised 85.0% of Videocon d2h’s net tangible assets as of September 30, 2014. When subscribers discontinue or terminate services, Videocon d2h is not always able to recover its consumer premises equipment that it has provided on a rental basis to such subscribers. Videocon d2h recognizes a subscriber as a churned subscriber if the subscriber has not made a payment for at least 120 days. As of September 30, 2014, Videocon d2h had experienced a cumulative churn of 2.36 million subscribers since it commenced operations in 2009, If Videocon d2h is unable to recover the consumer premises equipment from such churned subscribers, there could be a significant erosion of the realizable value of its consumer premises equipment. See “Videocon d2h Operating and Financial Review and Prospects.

Videocon d2h faces intense and increasing competition.

Videocon d2h’s business is primarily focused on providing DTH pay-TV services and it has traditionally competed against other DTH pay-TV providers and cable companies, some of whom have greater financial, marketing and other resources than Videocon d2h. Moreover, mergers and acquisitions, joint ventures and alliances among cable television providers, telecommunications companies and others may result in, among other things, greater financial leverage and increase the availability of offerings from providers capable of bundling television, broadband and telephone services in competition with Videocon d2h’s services. Videocon d2h and its competitors increasingly must seek to attract a greater proportion of new subscribers from each other’s existing subscriber bases as well as from first-time purchasers of DTH pay-TV services and cable to DTH switch overs. In addition, because other DTH pay-TV providers may be seeking to attract a greater proportion of their new subscribers from Videocon d2h’s existing subscriber base, Videocon d2h may be required to increase retention spending which is capital intensive. Competition has intensified in recent years as the DTH pay-TV industry has matured and the growth of digital cable-based pay-TV services offered by digital cable operators. These cable-based pay-TV services have significantly greater capacity, enabling them

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to offer substantial HD programming content as well as bundled services. This increasingly competitive environment may require Videocon d2h to increase subscriber acquisition and retention spending or accept lower subscriber activations and higher subscriber churn. Further, as a result of this increased competitive environment and the maturation of the DTH pay-TV industry, future growth opportunities of Videocon d2h’s DTH pay-TV business may be limited. In addition, Videocon d2h’s margins may be reduced if it is unable to finance its capital needs, duly service its debt obligations or secure other financing when needed, on acceptable terms, which could have a material adverse effect on Videocon d2h’s business, results of operations, financial condition and cash flow.

Videocon d2h’s limited operating history makes evaluating its business and future prospects difficult.

You must consider the risks and difficulties Videocon d2h faces as a company with a limited operating history. Videocon d2h commenced its commercial operations in July 2009. As a result, Videocon d2h has a limited operating history, which may make it difficult for you to evaluate its past performance and future prospects. Videocon d2h’s business must be considered in light of the risks and uncertainties inherent in a new venture, and its growth and sustainability are greatly dependent on its ability to attract subscribers. It may need to alter its business and strategies on an ongoing basis to manage its growth, which may require large capital investments, to compete effectively with more established pay DTH operators in India. Videocon d2h cannot assure you that the growth in its subscriber base that it has witnessed during its limited operating history will continue.

Videocon d2h may not be able to generate a sufficient amount of cash flow to meet its debt obligations.

Videocon d2h’s ability to make scheduled payments or to refinance its obligations with respect to its indebtedness depends on Videocon d2h’s future financial and operating performance, which, in turn, will be subject to prevailing economic conditions and certain financial, business, competitive and other factors beyond its control. If Videocon d2h cannot make scheduled payments on its debt, it will be in default and, as a result, holders of its debt could declare all outstanding principal and interest on its debt to be due and payable and Videocon d2h could be forced into bankruptcy or liquidation. If Videocon d2h’s cash flow and capital resources are insufficient to fund its debt obligations, Videocon d2h would face substantial liquidity problems and may be forced to reduce or delay any expansions and capital expenditures, sell material assets or operations, obtain additional capital, restructure its debt or revise or delay its strategic plans. In addition, Videocon d2h cannot assure you that its operating performance, cash flow and capital resources will be sufficient for payment of its debts in the future. If Videocon d2h is required to take any of the actions referred to above, it could have a material adverse effect on its business, financial condition and results of operations. Videocon d2h cannot assure you that it would be able to take any of these actions on terms acceptable to it, or at all, that these actions would enable Videocon d2h to continue to satisfy its capital requirements or that these actions would be permitted under the terms of its various debt instruments. In addition, any refinancing of its debt could be at higher interest rates and may require Videocon d2h to comply with more onerous covenants, which could further restrict its business operations.

Any failure or inadequacy in the operation of Videocon d2h’s information technology and network systems may have an adverse effect on Videocon d2h’s business operations.

Videocon d2h’s success depends, in part, on the continued and uninterrupted performance of its information technology and network systems. The capacity, reliability and security of Videocon d2h’s information technology hardware and software infrastructure (including its billing systems) are important to the operation of its current business, which would suffer in the event of system failures or cyber attacks. Similarly, Videocon d2h’s ability to expand and update its information technology infrastructure in response to its growth and changing needs is important to the continued implementation of its new service offering initiatives. Videocon d2h’s inability to expand or upgrade its technology infrastructure could have adverse consequences, which could include the delayed implementation of new service offerings, service or billing interruptions, and the diversion of development resources.

Videocon d2h’s systems are vulnerable to damage from a variety of sources, including telecommunications failures, power loss, malicious human acts and natural disasters. Moreover, despite security measures, its servers are potentially vulnerable to physical or electronic break-ins, computer viruses

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and similar disruptive problems. Despite the precautions Videocon d2h has taken, unanticipated problems affecting its systems could cause failures in its information technology and network systems or disruption in the transmission of signals. Sustained or repeated system failures that interrupt its ability to provide services to its subscribers or otherwise meet its business obligations in a timely manner would adversely affect subscriber satisfaction. If one or more of such events occur, this potentially could jeopardize Videocon d2h’s customer and other information processed and stored in, and transmitted through, its information technology hardware and software infrastructure, or otherwise cause interruptions or malfunctions in Videocon d2h’s operations, which could result in significant losses or reputational damage to Videocon d2h.

If Videocon d2h’s information technology systems are subject to a flood, fire or other natural disaster, terrorism, a computer virus, a power loss, other catastrophe or unauthorized access, its operations and customer relations could be adversely affected. Any failure in the operation of its information technology and network systems could result in business interruptions, which may adversely affect Videocon d2h’s reputation, weaken its competitive position and have an adverse effect on its business, financial condition and results of operations. Videocon d2h may also be required to expend significant additional resources to modify its protective measures or to investigate and remediate vulnerabilities or other exposures, and it may be subject to litigation.

Videocon d2h’s inability to keep pace with technological developments could have a material adverse effect on its business, financial condition and results of operations.

In the DTH industry, changes occur as new technologies are developed, which could adversely affect Videocon d2h’s business and increase its cost of operations. Technological developments within the DTH industry include changes that may result in improved utilization of capacity, more robust content recording features and new interactive content. Consumers may also choose to consume digital media through other platforms, such as computers, mobile phones, tablet computers and other devices capable of being used to view media contents. If Videocon d2h is unable to keep pace with such technological developments, its business, financial condition and results of operations may be adversely affected. If new technologies on which Videocon d2h focuses its investments fail to achieve acceptance in the marketplace or its technology does not work and requires significant cost to replace or fix, Videocon d2h could suffer a material adverse effect on its future competitive position, which could cause a reduction in its revenues and earnings. To access technologies and provide products that are necessary for Videocon d2h to remain competitive, Videocon d2h may make future acquisitions and investments and may enter into strategic partnerships with other companies. Such investments may require a commitment of significant capital and human and other resources. The value of such acquisitions, investments and partnerships and the technology accessed may be highly speculative. Arrangements with third parties can lead to contractual and other disputes and dependence on others for the development and delivery of necessary technology that Videocon d2h may not be able to control or influence. Such relationships may commit Videocon d2h to technologies that are rendered obsolete by other developments or preclude the pursuit of other technologies which may prove to be superior.

In addition, Videocon d2h’s business is subject to risks relating to increasing competition from other leisure and entertainment activities which occupy consumers’ time. Videocon d2h’s business competes with many other sources of entertainment and information delivery, including broadcast television, films, live events, radio broadcasts, home video products, video and computer games, print media, social media and the Internet. Technological advancements, such as new video formats, and the delivery of video content through streaming and downloading services on the Internet, have increased the number of entertainment and information delivery choices available to consumers and intensified the challenges posed by audience fragmentation. The increasing number of choices available to audiences could adversely affect demand for Videocon d2h’s products and services and changes in technology could adversely affect Videocon d2h’s ability to maintain, expand or upgrade its systems and respond to competitive pressures. Videocon d2h cannot assure you that it will be able to fund the capital expenditures necessary to keep pace with future technological developments. Videocon d2h also cannot assure you that it will successfully anticipate the demand for products and services requiring new technology. Any inability to keep pace with technological changes and provide advanced services in a timely manner, or to anticipate the demands of the market, could adversely affect its business and increase its costs of operations.

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The Court of Turin, Italy has, by an ex-parte decree, ordered that Videocon Industries, a Videocon Group entity, pay certain lenders of an erstwhile subsidiary a total principal amount of the loan that the erstwhile subsidiary had incurred, which order may be enforced against Videocon Industries. The enforcement of such order or other events could result in Videocon d2h being in default or cross-default under certain provisions of Videocon d2h loan agreements.

In June 2007, Intesa Sanpaolo S.p.A. (“Intesa”) and Banca Intesa Mediocredito S.p.A. (“Banca Intesa”) (collectively, the “Lenders”) entered into a loan agreement with VDC Technologies S.p.A. (“VDC”), a company incorporated in Italy, which was then an indirect subsidiary of Videocon Industries, for a maximum principal amount of €35 million. In relation to the loan to VDC, Videocon Industries issued patronage letters dated June 1, 2007 and June 5, 2007 in favor of Intesa (collectively, the “Patronage Letters”), towards the fulfillment of VDC’s obligations under the loan agreement.

VDC ceased to be a subsidiary of Videocon Industries in March 2008 which was intimated to Intesa. Since such time, VDC had allegedly defaulted under the terms of the loan agreement. Intesa sought to enforce the Patronage Letters alleging continued default under the loan agreement, including as a result of VDC ceasing to be a subsidiary of Videocon Industries in April 2011, and subsequently initiated injunction proceedings in the Court of Turin, Italy demanding that Videocon Industries fulfill its obligations under the Patronage Letters. The Court of Turin, Italy passed an ex-parte decree against Videocon Industries ordering that it pay Intesa the principal amount of the loan of €35 million along with other interests and costs incurred, aggregating €36.2 million.

Recognition and enforcement of foreign judgments in India are provided for under Section 13 and Section 44 A of the Code of Civil Procedure, 1908 (“CPC”). Italy is not recognized as a reciprocating country by the GoI for the purpose of enforcing foreign judgments and, as a result, Intesa will be required to file a suit upon the foreign judgment in the appropriate court in India and obtain a fresh decree against Videocon Industries. Accordingly, Intesa filed a suit on August 21, 2012 in the Bombay High Court against Videocon Industries and served a notice of motion for interim relief pursuant to which Intesa has sought an order to the effect that the judgment passed by the Court of Turin, Italy be declared as valid, binding, conclusive and enforceable against Videocon Industries and that pending the hearing and final disposal of the suit, Videocon Industries be directed to secure the payment due to Intesa by restraining Videocon Industries from alienating or disposing of its assets and property. The Bombay High Court has not granted this ad-interim relief sought by Intesa and the matter is pending a final hearing.

Intesa has also served Videocon Industries with a legal notice dated July 3, 2012 demanding that payment be made amounting to €36.7 million plus all agency fees and ancillary costs subject to a maximum of €38.0 million under the loan agreement and the Patronage Letters and reserved its right to initiate winding up proceedings against Videocon Industries in the event that such payment was not made within three weeks of the receipt of the notice. Videocon Industries had sent a response to the legal notice dated July 28, 2012 denying Intesa’s claim. Intesa filed a winding up petition on October 18, 2012 in the Bombay High Court against Videocon Industries, which by an order dated December 5, 2013, directed that the winding up petition will stand dismissed if Videocon Industries deposits an amount of Rs.2,597.30 million (being equivalent to €38 million), with the Bombay High Court by January 27, 2014 which Intesa will be entitled to draw. The Bombay High Court further directed that in the event the aforesaid amount is not deposited on or before January 27, 2014, the winding up petition will be admitted without further reference to the court. Videocon Industries filed an appeal (No.(L) No.29/2014) before the Division Bench of the Bombay High Court, challenging the order, but the appeal was dismissed by an order dated July 23, 2014. The Division Bench of the Bombay High Court, by an order dated July 19, 2014, dismissed the appeal filed by Videocon Industries Limited, granted Videocon Industries Limited eight weeks to appeal before the Supreme Court and stayed the implementation of the order dated December 5, 2013. Subsequently, Videocon Industries Limited filed an appeal before the Supreme Court challenging the order of the Bombay High Court dated July 19, 2014. The Supreme Court, by an order dated September 22, 2014, directed that the fixed sum deposited with the Supreme Court (and maturing on October 7, 2014) should be renewed for a period of two years and granted an interim stay on the enforcement of the Bombay High Court’s order dated July 19, 2014.

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Further, as a result of the alleged violation of the terms of the Patronage Letters together with the ex-parte decree passed by the Court of Turin, Videocon Industries may be determined to be in default under certain of its financing agreements, including a cross-default under the terms and conditions of the unsecured US$200,000,000, 6.75% convertible bonds due 2015 (the “Bonds”) issued by Videocon Industries. Any default or declaration of an event of default under the Bonds could have an adverse effect on Videocon Industries’ and the Videocon Group’s financial condition, business and reputation.

Videocon Industries is the flagship entity of the Videocon Group, a group that Videocon d2h has a strong relationship with. One of the benefits that Videocon d2h enjoys as a result of its relationship with the Videocon Group is that majority of Videocon d2h’s secured loans were either guaranteed or supported through undertakings by Videocon Industries. Under the terms of these facilities, Videocon d2h may be in default if one of Videocon d2h guarantors (including Videocon Industries), fails to comply with its own debt obligations, defaults under one or more of its loan facilities or if any of such entities’ indebtedness, becomes due and payable prior to maturity on account of an event of default. For example, if Videocon Industries were to default under a loan facility or if any of its indebtedness becomes due and payable prior to maturity on amount of an event of default, such event could trigger a series of defaults or cross-defaults under its or Videocon d2h’s loan facilities on which Videocon Industries has provided a guarantee or an undertaking and all outstanding amounts under the Videocon d2h loan facilities could become due and payable immediately, together with accrued interest, which could adversely affect Videocon d2h’s financial condition, business, results of operations and reputation.

None of Videocon d2h’s lenders have notified Videocon d2h of an event of default under the terms of any of the loan agreements as a result of the legal proceedings against Videocon Industries in the Intesa matter provided above or otherwise. However, in the event that a lender notifies Videocon d2h of an event of default, such lender could declare all amounts outstanding thereunder to be due and payable immediately, together with accrued interest, and in certain instances, enforce their security constituted over Videocon d2h’s various assets and take possession of those assets, which would adversely affect Videocon d2h’s financial condition, business, results of operations and reputation.

In addition, on account of cross-default and cross-acceleration provisions in Videocon d2h’s loan agreements, any notification or declaration of an event of default or a potential event of default under any of Videocon d2h’s loan facilities could result in cross-default and cross-acceleration of all of its outstanding indebtedness as well as payment of penalty interest, which would adversely affect Videocon d2h’s financial condition, business and results of operations. In addition, if Videocon Industries were declared to be in default of any of their loan facilities, due to Videocon d2h’s relationship with the Videocon Group, any such declaration could have an adverse effect on Videocon d2h’s business, prospects and reputation, even if the lenders did not declare Videocon d2h to be in cross-default.

Videocon d2h’s insurance coverage may not be adequate to protect it against any operational risks or claims.

Videocon d2h maintains insurance coverage on its Noida digital broadcast center infrastructure assets, and on consumer premises equipment up to the point where Videocon d2h delivers them to its distributors, for a variety of risks, including, among others, risks relating to fire, burglary, earthquake and certain other losses and damages. However, any claim under the insurance policies maintained by Videocon d2h may be subject to certain exceptions, may not be honored fully, in part, in a timely manner, or at all, and Videocon d2h may not have purchased sufficient insurance to cover all losses that it may incur. Videocon d2h is not insured for certain risks and losses, such as loss of business or business interruption, environmental liabilities and other natural disasters. If Videocon d2h’s insurance coverage does not adequately protect it against any operational risks or claims, its business, financial condition and results of operations may be adversely affected. Additionally, in the future, insurance coverage may not be available to Videocon d2h on commercially acceptable terms, or at all.

The success of Videocon d2h’s business is substantially dependent on its executive officers and technical teams.

Videocon d2h’s ability to sustain its growth and succeed in the future depends on its ability to attract, hire, train and retain skilled personnel. Videocon d2h believes that there is a significant demand for personnel

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who possess the skills needed in its business. The DTH industry has witnessed a significant number of new entrants and the competition for talent has intensified. Any increase in the rate of attrition of Videocon d2h’s experienced employees would adversely affect its business. Videocon d2h cannot assure you that it will be successful in recruiting and retaining a sufficient number of executive officers and technical teams with the requisite skills to replace those personnel who leave. Further, Videocon d2h cannot assure you that it will be able to re-deploy and re-train its personnel to keep pace with continuing changes in its business.

Videocon d2h may be unable to manage its growth effectively.

Since the commencement of Videocon d2h’s operations, its subscriber base and total revenue have grown rapidly. Videocon d2h’s gross DTH subscriber base has increased from approximately 0.44 million as of March 31, 2010 to 11.82 million as of September 30, 2014, according to the MPA Report. Videocon d2h’s total revenue has increased from Rs.142.07 million for fiscal year 2010 to Rs.17,644.10 million for fiscal year 2014. In order to manage its continued growth effectively, Videocon d2h must continue to increase its subscriber base, acquire programming offerings, manage the selection of programming it offers, including the structuring of subscriber packages, introduce new models of set-top boxes and additional service features, develop and improve its operational, financial and other controls, keep pace with technological advancements, effectively withstand pricing and other competitive pressures, effectively manage a growing labor force and hire, train and retain skilled personnel for its management and technical teams. If Videocon d2h is unable to manage its growth effectively, its business, financial condition and results of operations may be adversely affected.

Videocon d2h experiences seasonal fluctuations in its business.

Videocon d2h is exposed to seasonal fluctuations in its business. India’s DTH market is affected by seasonal factors, such as Diwali and other regional festivals and sports events, especially cricket tournaments such as the ICC Cricket World Cup. Other seasonal sporting events that could affect the demand in the DTH industry are major football leagues and the Olympics. These seasonal events could have an impact on subscribers in the suspension or churn group to become active subscribers and additional new subscribers may sign up for its services during these festivals or sporting events. Further, existing subscribers may move from a base pack to a sports pack or sports HD pack which would result in additional revenue for Videocon d2h during the relevant period. However, Videocon d2h cannot assure you that the subscribers who sign up for its services or upgrade their subscription packages during such events will continue to pay for their subscriptions or not revert to base subscription packages which could adversely affect the business, financial condition and results of operations of Videocon d2h.

Videocon d2h’s Principal Shareholders shall continue to retain a majority of control in Videocon d2h after the Issue, which shall allow them to exercise significant control over Videocon d2h.

After the completion of the Issue, Videocon d2h’s Principal Shareholders, will hold, directly or indirectly, between approximately 61.45% and 66.5% of Videocon d2h’s outstanding equity shares. As a result, its Principal Shareholders will continue to exercise significant control over Videocon d2h, including being able to elect all of the members of its board of directors and thereby control its management and affairs. In addition, by exercising their control, Videocon d2h’s Principal Shareholders could delay, defer or cause a change of Videocon d2h’s control or a change in its capital structure, delay, defer or cause a merger, consolidation, takeover or other business combination involving Videocon d2h, discourage or encourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of Videocon d2h. Videocon d2h’s Principal Shareholders may take or block actions with respect to its business, which may conflict with its interests or the interests of its minority shareholders. Videocon d2h cannot assure you that its Principal Shareholders will always act in Videocon d2h’s or your best interests.

Videocon d2h does not intend to pay dividends in the foreseeable future. Even if Videocon d2h decides to pay dividends in the future, Videocon d2h’s ability to pay dividends will depend upon its future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in Videocon d2h’s financing arrangements.

Videocon d2h has not declared any dividends since its incorporation, has not adopted a formal dividend policy and does not intend to pay dividends in the foreseeable future. The declaration and payment of

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dividends by Videocon d2h, if any, will be recommended by its board of directors and approved by its shareholders at their discretion, subject to the provisions of Videocon d2h’s Articles of Association and the Indian Companies Act. As a result, capital appreciation in the price of its ADSs, if any, may be your only source of gain on an investment in Videocon d2h’s ADSs.

Videocon d2h’s ability to pay dividends in the future will depend upon a variety of factors, including its future earnings, financial condition, cash flows, working capital requirements, capital expenditure, restrictive covenants in its financing arrangements and other factors. As a result, Videocon d2h cannot assure you that it will declare or pay dividends of any particular amount, with any particular frequency or at all. In addition, under the Indian Companies Act and the rules framed there under, a company is permitted to declare or pay dividends in any year out of profits for that year after providing for depreciation, as prescribed. In the event of inadequacy or absence of profits in a particular year, dividends may be paid out of the accumulated profits of the company (after providing for depreciation) which remain undistributed and transferred to the free reserves, subject to certain conditions, including that carried over losses and depreciation not provided for in previous years are set off against the profit of the current year. Videocon d2h had a loss for fiscal year 2014 of Rs.3,195.35 million. There can be no assurance that Videocon d2h will have distributable funds in future periods nor can Videocon d2h assure you that it will be able to generate profit and eliminate its accumulated loss in the future so as to enable it to pay dividends under the Indian Companies Act.

Implementation of the proposed employee plans will result in a charge to Videocon d2h’s profit and loss account, which may adversely affect its results of operations.

Videocon d2h’s board of directors and shareholders have adopted, subject to the approval of the MIB, the Videocon d2h Employees Stock Option Scheme 2014, or the ESOP 2014, effective from August 1, 2014. The ESOP 2014 will be administered by the Nomination, Remuneration and Compensation Committee of Videocon d2h’s board of directors and implemented by the Videocon d2h Employees Welfare Trust. Upon receipt of the approval of the MIB, Videocon d2h expects to complete allotment of 4,000,000 equity shares to the Videocon d2h Employees Welfare Trust, in accordance with the ESOP 2014.

Under IFRS, the grant of stock options will result in a charge to Videocon d2h’s profit and loss account and dilute the Earnings per Share which may adversely affect its results of operations.

Risks Related to Videocon d2h’s Operations in India

A slowdown in economic growth in India may adversely affect Videocon d2h’s business, financial condition, results of operations, the value of its equity shares and the trading price of the Videocon d2h ADSs.

Videocon d2h’s results of operations and financial condition are dependent on, and have been adversely affected by, conditions in financial markets in the global economy, and, particularly in India. The Indian economy could be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies, business corruption, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, inflation, commodity and energy prices and various other factors. Any slowdown in the Indian economy may adversely affect Videocon d2h’s business, financial condition, results of operations, value of its equity shares and the trading price of the Videocon d2h ADSs.

Regional hostilities, terrorist attacks, communal disturbances, civil unrest and other acts of violence or war involving India and other countries may result in a loss of investor confidence and a decline in the value of Videocon d2h’s equity shares and trading price of the ADSs.

Terrorist attacks, civil unrest and other acts of violence or war may negatively affect the Indian markets in which Videocon d2h operates its business and also adversely affect the worldwide financial markets. In addition, Asia has from time to time experienced instances of civil unrest and hostilities among neighboring countries. Hostilities and tensions may occur in the future and on a wider scale. Military activity or terrorist attacks in India, such as the attacks in Mumbai in November 2008 and in July 2011, may result in investor concern about stability in the region, which may adversely affect the value of Videocon d2h’s equity shares and the trading price of the ADSs. Events of this nature in the future, as well as social and civil unrest within other countries in Asia, could influence the Indian economy and could have an adverse effect on the Videocon d2h’s business, including the value of equity shares and the trading price of the ADS.

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The occurrence of natural disasters may adversely affect Videocon d2h’s business, financial condition and results of operations.

The occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires and pandemic disease may adversely affect Videocon d2h’s business, financial condition or results of operations. The potential impact of a natural disaster on Videocon d2h’s results of operations and financial position is speculative, and would depend on numerous factors. The extent and severity of these natural disasters determines their effect on the Indian economy. Although the long term effect of diseases such as the H5N1 “avian flu”, or H1N1, the swine flu, cannot currently be predicted, previous occurrences of avian flu and swine flu had an adverse effect on the economies of those countries in which they were most prevalent. An outbreak of a communicable disease in India could adversely affect Videocon d2h’s business, financial condition and results of operations. Videocon d2h cannot assure you that natural disasters will not occur in the future or that its business, financial condition and results of operations will not be adversely affected.

Any downgrade of credit ratings of India or Indian companies may adversely affect Videocon d2h’s ability to raise debt financing.

India’s sovereign foreign currency long-term debt is currently rated (i) “BBB-” (negative) by Standard & Poor’s Rating Group, a division of McGraw-Hill Companies, Inc., or Standard & Poor’s, (ii) “BBB-” (negative) by Fitch Ratings Ltd, or Fitch, and (iii) “Baa3” (stable) by Moody’s Investors Services Limited, or Moody’s. These ratings reflect an assessment of the GoI’s overall financial capacity to pay its obligations and its ability or willingness to meet its financial commitments as they become due.

No assurance can be given that Standard & Poor’s, Fitch, Moody’s or any other statistical rating organization will not downgrade the credit ratings of India. Any downgrade could cause interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with Videocon d2h’s current variable rate debt and its ability to access the debt markets on favorable terms in the future. This could have an adverse effect on Videocon d2h’s financial condition.

A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian economy.

According to a report released by Reserve Bank of India (RBI), India’s foreign exchange reserves totalled approximately US$320 billion as of December 19, 2014. India’s foreign exchange reserves have declined recently and may have negatively affected the valuation of the Rupee. Further declines in foreign exchange reserves could adversely affect the valuation of the Rupee and could result in reduced liquidity and higher interest rates that could adversely affect Videocon d2h’s future financial condition and the market price of the Videocon d2h ADSs.

Videocon d2h relies on certain data from third parties in this proxy statement/prospectus.

Videocon d2h relies on third party data from the GoI and industry publications contained herein, including the MPA Report, and although Videocon d2h believes these sources to be reliable, it cannot assure you that they are complete or reliable. Such data may also be produced on a different basis from comparable information compiled with regard to other countries. Therefore, discussions of matters relating to India, its economy or the pay television industry herein are subject to the caveat that the statistical and other data upon which such discussions are based may be incomplete or unreliable.

These facts and other statistics include the facts and statistics included in “Industry and Market Data” and “Industry Overview”. Due to possibly flawed or ineffective data collection methods or discrepancies between published information and market practice and other problems, the statistics herein may be inaccurate or may not be comparable to statistics produced elsewhere and should not be unduly relied upon. Further, Videocon d2h cannot assure you that they are stated or compiled on the same basis or with the same degree of accuracy, as the case may be, elsewhere.

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Risks Related to Videocon d2h ADSs and this Issue

Since a majority of Videocon d2h’s directors, officers and assets reside or are located outside of the United States; investors may have difficulty enforcing judgments against Videocon d2h, its directors and officers.

Videocon d2h is incorporated under the laws of India. Further, Videocon d2h conducts substantially all of its operations in India. The majority of its directors and officers, and some of the experts named in this proxy statement/prospectus, reside outside the United States, and a majority of Videocon d2h’s assets and some or all of the assets of such persons are located outside the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon Videocon d2h or those persons, or to recover against Videocon d2h or those persons on judgments of United States courts, including judgments predicated upon the civil liability provisions of the United States federal securities laws. An award of punitive damages by a United States court based upon United States federal securities laws is likely to be construed by Indian courts to be penal in nature and therefore unenforceable in India. Further, no claim may be brought in India against Videocon d2h or its directors and officers in the first instance for a violation of United States federal securities laws because these laws have no extraterritorial application under Indian law and are not enforceable in India. However, an Indian court may impose civil liability, including the possibility of monetary damages, on Videocon d2h or its directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under Indian law. Moreover, it is unlikely that a court in India would award damages on the same basis as a foreign court if an action were brought in India or that the Indian court would enforce foreign judgments if it viewed the amount of damages as excessive or inconsistent with Indian practice or public policy.

The courts of India would not automatically enforce judgments of United States courts obtained in actions against Videocon d2h or its directors and officers, or some of the experts named herein, predicated upon the civil liability provisions of the United States federal securities laws, or entertain actions brought in India against Videocon d2h or such persons predicated solely upon United States federal securities laws. Further, the United States has not been declared by the Government of India to be a reciprocating territory for the purposes of enforcement of foreign judgments, and there are grounds upon which Indian courts may decline to enforce the judgments of United States courts. Some remedies available under the laws of United States jurisdictions, including remedies available under the United States federal securities laws, may not be allowed in Indian courts if contrary to public policy in India. Because judgments of United States courts are not automatically enforceable in India, it may be difficult for you to recover against Videocon d2h or its directors and officers or some experts named in this proxy statement/prospectus based upon such judgments. In India, prior approval of the RBI is required in order to repatriate any amount recovered pursuant to such judgments. See “Enforceability of Civil Liabilities.

As a foreign private issuer, Videocon d2h is permitted to, and Videocon d2h will, follow certain home country corporate governance practices in lieu of certain NASDAQ requirements applicable to U.S. issuers. As a result, Videocon d2h’s shareholders will not have the protections afforded by these corporate governance requirements, which may make its ADSs less attractive to investors or otherwise harm the ADS share price.

As a foreign private issuer whose ADSs will be listed on NASDAQ, Videocon d2h will be permitted to follow certain home country corporate governance practices in lieu of certain NASDAQ requirements, although Videocon will be subject to certain independence requirements with respect to its audit committee under NASDAQ rules. NASDAQ listing rules require, inter alia, that (i) a majority of the board of directors of a listed company be comprised of independent directors; (ii) each listed company to have an audit committee comprised of at least three members, each of whom must be an independent director; and (iii) each listed company to have a compensation committee comprised of at least two members, each of whom must be an independent director.

In accordance with the Indian Companies Act a public company with paid up share capital of Rs.100 million or more; or turnover of Rs.1,000 million or more; or outstanding loans, debentures and deposits which in aggregate exceed Rs.500 million, is required to have at least two independent directors on its board of directors. Further, such company is required to constitute a Nomination and Remuneration

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Committee, comprising at least three non-executive directors, of whom a majority must be independent directors, who shall be responsible for determining qualifications and independence of directors and formulating a policy relating to the remuneration of directors and key managerial personnel. A foreign private issuer must disclose in its annual reports filed with the Securities and Exchange Commission, or the SEC, each NASDAQ requirement it does not comply with, followed by a description of its applicable home country practice. As a company incorporated in India and listed on the NASDAQ, Videocon d2h expects to follow its home country practice with respect to the composition of Videocon d2h’s board of directors and Nomination, Remuneration and Compensation Committees and executive sessions. Unlike the requirements of the NASDAQ, the corporate governance practice and requirements in India include, that a “public company” under the Indian Companies Act, which is not listed on any stock exchanges in India, is required to comply with the provisions of the Indian Companies Act, including the following provisions relating to corporate governance:

Composition of Board of Directors:  In accordance with Indian Companies Act, a public company with paid up share capital of Rs.100 million or more; or turnover of Rs.1,000 million or more; or outstanding loans, debentures and deposits which in aggregate exceeds Rs.500 million, is required to have at least two independent directors on its board of directors. The Indian Companies Act prescribes certain eligibility criteria for qualifying as an independent director.

Additionally, a public company with paid up share capital of Rs.1,000 million or more; or turnover of Rs.3,000 million or more is required to have at least one woman director on its board of directors with effect from April 1, 2015.

Board Committees:  In accordance with the Indian Companies Act, a public company with paid up share capital of Rs.100 million or more; or turnover of Rs.1,000 million or more; or outstanding loans, debentures and deposits which in aggregate exceeds Rs.500 million, is required to constitute the following committees.

Audit Committee — The audit committee, in accordance with Indian Companies Act, is required to be composed of at least three directors, with independent directors forming a majority; however, because Videocon d2h expects the ADSs to be listed on NASDAQ following the closing of the Transaction, it will be required to have an audit committee consisting entirely of independent directors, subject to certain limited exceptions. Majority of the members, including the chairman of the audit committee should have the ability to read and understand financial statements. The audit committee is responsible for overseeing a company’s financial reporting process and disclosures of its financial information.
Nomination and Remuneration Committee — The nomination and remuneration committee, responsible for determining qualifications and independence of directors and formulating a policy relating to the remuneration of directors and key managerial personnel, shall be composed of three or more non-executive directors, of which not less than one half should be independent directors.

In addition, should a company have net worth of Rs.5,000 million or more; or turnover of Rs.10,000 million or more; or net profit of Rs.50 million or more during any fiscal year, it will be required to constitute a Corporate Social Responsibility Committee of the Board composed of three or more directors, of which at least one director is required to be an independent director. Similarly, should a company have more than 1,000 security holders; it will be required to constitute a Stakeholders Relationship Committee for resolving the grievances of the security holders, composed of a chairman who is a non-executive director and such other members that the board of directors may decide.

Accordingly, Videocon d2h’s shareholders will not have the same protection afforded to shareholders of companies that are subject to all of the NASDAQ corporate governance requirements, which could make its ADSs less attractive to some investors or could otherwise harm the ADS share price.

An active trading market for Videocon d2h ADSs may not develop and the trading price for Videocon d2h ADSs may fluctuate significantly.

Prior to this Issue, there has been no public market for Videocon d2h’s equity shares or ADSs. If an active public market for Videocon d2h’s ADS does not develop after this Issue, the market price and liquidity of Videocon d2h’s ADS may be adversely affected. Assuming Videocon d2h’s ADSs are approved for listing

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on the NASDAQ Global Market, a liquid public market for Videocon d2h’s ADSs may not develop or be sustained after this Issue. The offering price for Videocon d2h’s ADS was determined by negotiation among Videocon d2h and Silver Eagle and the price at which the ADSs are traded after this Issue may decline below the offering price, which means you may experience a decrease in the value of your ADSs regardless of Videocon d2h’s operating performance or prospects. In the past, following periods of volatility in the market price of a company’s securities, shareholders have often instituted securities class actions against that company. If Videocon d2h were involved in a class action suit, it could divert the attention of senior management, and, if adversely determined, could have a material adverse effect on Videocon d2h’s business, results of operations and financial condition.

Because the price of the ADSs is substantially higher than Videocon d2h’s book value per equity share, you will incur immediate and substantial dilution.

Purchasers of Videocon d2h ADSs will experience immediate and substantial dilution in net tangible book value per ADS from the Issue price per ADS. After giving effect to the issue of ADSs at the assumed Issue price of US$[  ] per ADS, and after deducting the estimated offering expenses payable by Videocon d2h in this Issue, Videocon d2h’s net tangible book value as of September 30, 2014 would have been approximately US$[  ] million, or US$[  ]per ADS. This represents an immediate dilution in net tangible book value of US$[  ]per ADS to investors in this Issue.

The sale or availability for sale of substantial amounts of Videocon d2h ADSs could adversely affect its market price.

Sales of substantial amounts of Videocon d2h’s ADSs in the public market after the completion of this Issue, or the perception that such sales could occur, could adversely affect the market price of Videocon d2h’s ADSs and could materially impair Videocon d2h’s future ability to raise capital through offerings of ADSs or other equity shares.

Videocon d2h will have [  ] equity shares outstanding immediately after this Issue. Further, although certain of Videocon d2h shareholders are subject to restrictions on selling shares until the expiration of the lock-in period, all of the ADSs exchanged in this Issue will be freely tradable without restriction or further registration under the US Securities Act of 1933, or the Securities Act, unless held by Videocon d2h’s “affiliates” or Silver Eagle’s “affiliates” as that term is defined in Rule 144 under the Securities Act. Subject to the one year or 365-day lock-up restrictions described below and other applicable restrictions and limitations under Rule 144 of the Securities Act, all of Videocon d2h’s equity shares outstanding prior to this Issue will be eligible for sale in the public market. If these equity shares are converted to ADSs and sold, or if it is perceived that they will be sold, in the public market, the value of Videocon d2h’s equity shares and the ADSs could decline.

In connection with this Issue, Videocon d2h and its Principal Shareholders have agreed, subject to some exceptions, not to sell any equity shares or equity shares converted into ADSs for a period of one year after the date of this proxy statement/prospectus without the approval of the Audit Committee ability to amend the Lock-up Agreement. However, after the Lock-up Agreement expires, Videocon d2h cannot predict what effect, if any, market sales of equity shares held by Videocon d2h’s Principal Shareholders or any other shareholder or the availability of these equity shares for future sale will have on the market price of Videocon d2h ADSs. See Risk Factors — “A significant portion of Videocon d2h’s shareholding is pledged as security to banks and financial institutions.”

Future issuances of any equity shares by Videocon d2h may dilute your holdings and decrease the market value of your ADSs.

Any issuance of equity shares by Videocon d2h after this Issue such as pursuant to Videocon’s ESOP 2014, could dilute the interests of Videocon d2h shareholders and could substantially decrease the value of Videocon d2h’s equity shares and the ADSs. Videocon d2h may issue equity or equity-linked securities in the future for a number of reasons, including to finance Videocon d2h’s operations and business strategy (including in connection with acquisitions and other transactions), to adjust Videocon d2h’s ratio of debt to equity, to satisfy Videocon d2h’s obligations upon the exercise of then-outstanding options or other equity-linked securities, if any, or for other reasons.

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The requirements of being a public company may strain Videocon d2h’s resources, divert management’s attention and affect our ability to attract and retain qualified board members.

As a public company, Videocon d2h will be subject to the reporting requirements of the Securities Exchange Act, the Sarbanes-Oxley Act and NASDAQ rules, including those promulgated in response to the Sarbanes-Oxley Act. The requirements of these rules and regulations will increase Videocon d2h’s legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that Videocon d2h file annual, quarterly and current reports with respect to its business and financial condition. The Sarbanes-Oxley Act requires, among other things, that Videocon d2h maintain effective disclosure controls and procedures and internal controls for financial reporting. To maintain and improve the effectiveness of Videocon d2h’s disclosure controls and procedures, it will need to commit significant resources, hire additional staff and provide additional management oversight. Videocon d2h will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. In addition, sustaining Videocon d2h’s growth also will require it to commit additional management, operational and financial resources to identify new professionals to join its organization and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on Videocon d2h’s business, financial condition, results of operations and cash flows.

Videocon d2h expects to incur significant additional annual expenses related to these steps associated with, among other things, director fees, reporting requirements, transfer agent fees, additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. Videocon d2h also expects that the new rules and regulations to which it will be subject as a result of being a public company will make it more expensive for Videocon d2h to obtain director and officer liability insurance, and it may be required to accept reduced coverage for such directors and officers. Any of these factors could make it more difficult for Videocon d2h to attract and retain qualified members of its board of directors.

Videocon d2h has no operating history as a publicly-traded company, and its inexperience could materially and adversely affect the company and its shareholders.

Videocon d2h has no operating history as a publicly-traded company. Its board of directors and senior management team will have overall responsibility for the company’s management and only a limited number of Videocon d2h’s directors or members of our senior management team have prior experience in operating a public company. As a publicly-traded company, Videocon d2h will be required to develop and implement substantial control systems, policies and procedures in order to satisfy its periodic Securities and Exchange Commission, or SEC, reporting and NASDAQ obligations. Videocon d2h cannot assure you that management’s past experience will be sufficient to successfully develop and implement these systems, policies and procedures and to operate the company. Failure to do so could jeopardize Videocon d2h’s status as a public company, and the loss of such status may materially and adversely affect the company and its shareholders.

If Videocon d2h fails to establish and maintain an effective system of integrated internal controls, it may not be able to report its financial results accurately, which could have a material adverse effect on its business, financial condition and results of operations.

Ensuring that Videocon d2h has adequate internal financial and accounting controls and procedures in place so that it can produce accurate financial statements on a timely basis is a costly and time-consuming effort that will need to be evaluated frequently. Section 404 of the Sarbanes-Oxley Act requires public companies to conduct an annual review and evaluation of their internal controls and attestations of the effectiveness of internal controls by independent auditors. Videocon d2h would be required to perform the annual review and evaluation of our internal controls no later than for the fiscal year ending 2020. Videocon d2h initially expects to qualify as an emerging growth company, and thus, would be exempt from the auditors’ attestation requirement until such time as Videocon d2h no longer qualifies as an emerging growth company. Videocon d2h will need to implement substantial control systems and procedures in order to satisfy the reporting requirements under the Exchange Act and applicable NASDAQ requirements, among other items. Establishing these internal controls will be costly and may divert the management’s attention.

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Evaluation by Videocon d2h of its internal controls over financial reporting may identify material weaknesses that may cause it to be unable to report our financial information on a timely basis and thereby subject it to adverse regulatory consequences, including sanctions by the SEC or violations of NASDAQ listing rules. There also could be a negative reaction in the financial markets due to a loss of investor confidence in Videocon d2h and the reliability of its financial statements. Confidence in the reliability of Videocon d2h’s financial statements also could suffer if it or its independent registered public accounting firm were to report a material weakness in its internal controls over financial reporting. This could materially adversely affect Videocon d2h’s business, financial condition and results of operations and could also lead to a decline in the price of its ADSs.

If securities or industry analysts do not publish research or reports about Videocon d2h’s business, or if they downgrade their recommendations regarding its ADSs, the ADS stock price and trading volume could decline.

The trading market for Videocon d2h’s ADSs will be influenced by the research and reports that industry or securities analysts publish about Videocon d2h or its business. If any of the analysts who cover Videocon d2h downgrades its ADSs or publishes inaccurate or unfavourable research about its business, its ADS stock price may decline. If analysts cease coverage of Videocon d2h or fail to regularly publish reports on Videocon d2h, Videocon d2h could lose visibility in the financial markets, which in turn could cause its ADS stock price or trading volume to decline and its ADSs to be less liquid.

Videocon d2h’s ADS price may be volatile and may decline substantially from the offering price.

Even if a trading market develops, the market price of Videocon d2h’s ADSs may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of its ADS in spite of its operating performance. In addition, Videocon d2h’s operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in its quarterly operating results or dividends, if any, to holders of its ADSs, additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of research reports about its industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting its business, adverse market reaction to any indebtedness Videocon d2h may incur or securities it may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by its competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, adverse publicity about the industry Videocon d2h operates in or individual scandals, and in response to these events the market price of Videocon d2h’s ADSs could decrease significantly.

Videocon d2h may be classified as a passive foreign investment company, which could result in adverse United States federal income tax consequences to US Holders.

Based on the market prices of Videocon d2h’s ADSs and the composition of Videocon d2h’s income and assets, including goodwill, although not clear, Videocon d2h does not believe it was a PFIC for United States federal income tax purposes for its taxable year ended March 31, 2014. However, the application of the PFIC rules is subject to uncertainty in several respects and, therefore, the US Internal Revenue Service may assert that, contrary to its belief, it was a PFIC for such taxable year. Moreover, although the asset test (defined below) is required to be calculated based on the fair market value of its assets, it did not do a valuation of its assets and its belief that it was not a PFIC for its taxable year ended March 31, 2014 is, in part, based on the book value of its assets. A non-United States corporation will be considered a passive foreign investment company, or PFIC, for any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the total value of its assets (based on an average of the quarterly values of the assets during such year) is attributable to assets, including cash, that produce or are held for the production of passive income, or passive assets. In addition, a separate determination must be made after the close of each taxable year as to whether Videocon d2h was a PFIC for that year. Because the aggregate value of its assets for purposes of the PFIC test will generally be determined by reference to the market price of its ADSs, fluctuations in the market price of the ADSs may cause Videocon d2h to become a PFIC. In addition, changes

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in the composition of its income or assets may cause it to become a PFIC. Accordingly, Videocon d2h cannot assure you that it will not be a PFIC for the taxable year that will end on March 31, 2015 or any future taxable year. If it was a PFIC for any taxable year during which a US Holder (as defined in (“Material U.S. Federal Income Tax Considerations”) holds an ADS or an equity share, certain adverse United States federal income tax consequences could apply to the US Holder. A US Holder of shares in a PFIC may mitigate such adverse tax consequences under the PFIC rules by making a “qualified electing fund” election to include in income its share of the corporation's income on a current basis. However, if Videocon d2h is a PFIC, you may make a qualified electing fund election with respect to our ADSs or equity shares only if Videocon d2h agrees to furnish you annually with certain tax information, and it currently does not intend to prepare or provide such information. See “Material U.S. Federal Income Tax Considerations — Ownership of ADSs or Equity Shares — US Holders — Passive Foreign Investment Company.”

Holders of the ADSs might not have the same voting rights as the holders of Videocon d2h’s equity shares and might not receive voting materials in time to be able to exercise their right to vote.

Except as described in this proxy statement/prospectus and in the deposit agreement, holders of the ADSs will not be able to exercise voting rights attaching to the equity shares evidenced by the ADSs on an individual basis. Under the deposit agreement, holders of ADSs must vote by giving voting instructions to the depositary, including instructions to give a discretionary proxy to a person designated by Videocon d2h. Upon receipt of such holder’s voting instructions, the depositary will vote the underlying equity shares in accordance with these instructions. Holders of ADSs will not be able to directly exercise their right to vote with respect to the underlying equity shares unless they withdraw the equity shares. Holders of ADSs may not receive voting materials in time to instruct the depositary to vote, and it is possible that holders of ADSs, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise their right to vote.

The voting rights of holders of ADSs are limited by the terms of the deposit agreement.

A holder of the ADSs may only exercise the voting rights with respect to the underlying equity shares in accordance with the provisions of the deposit agreement. Upon receipt of voting instructions of a holder of ADSs in the manner set forth in the deposit agreement, the depositary will endeavor to vote the underlying equity shares in accordance with these instructions. When a general meeting is convened, holders of ADSs may not receive sufficient notice of a shareholders’ meeting to permit them to withdraw their equity shares to allow them to cast their votes with respect to any specific matter. In addition, the depositary and its agents may not be able to send voting instructions to holders of ADSs or carry out their voting instructions in a timely manner. Videocon d2h will make all reasonable efforts to cause the depositary to extend voting rights to holders of ADSs in a timely manner, but Videocon d2h cannot assure such holders that they will receive the voting materials in time to ensure that they can instruct the depositary to vote their shares. Furthermore, the depositary will not vote on any matter for which voting is conducted on a show of hands basis in accordance with Videocon d2h’s Articles of Association and will not have an obligation to demand voting on a poll basis. The depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast, or for the effect of any such vote. As a result, holders of ADSs may not be able to exercise their right to vote and may lack recourse if their equity shares are not voted as requested.

A holder of ADSs right to participate in any future rights offerings may be limited, which may cause dilution to such holder’s holdings.

Videocon d2h may, from time to time, distribute rights to its shareholders, including rights to acquire Videocon d2h securities. However, Videocon d2h cannot make rights available to holders of ADSs in the United States unless Videocon d2h registers the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. In addition, the deposit agreement provides that the depositary will not make rights available to holders of ADSs unless the distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act or exempted from registration under the Securities Act. Videocon d2h is under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a

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registration statement to be declared effective. Moreover, Videocon d2h may not be able to establish an exemption from registration under the Securities Act. Accordingly, ADS holders may be unable to participate in Videocon d2h’s rights offerings and may experience dilution in their holdings. In addition, if the depositary is unable to sell rights that are not exercised or not distributed, or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case holders of ADSs will receive no value for these rights.

Holders of ADSs may be subject to limitations on transfer of their ADSs.

ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems necessary in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when Videocon d2h’s books or the books of the depositary are closed, or at any time if Videocon d2h or the depositary deem it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement.

Holders of ADSs might not receive distributions on Videocon d2h’s equity shares, or any value for them at all, if it is unlawful or impracticable for Videocon d2h to make them available to such holders.

The depositary of the ADSs has agreed to pay holders of ADSs the cash dividends or other distributions it or the custodian for the ADSs receives on Videocon d2h’s equity shares or other deposited securities after deducting its fees and expenses in accordance with the deposit agreement. Holders of ADSs will receive these distributions in proportion to the number of Videocon d2h equity shares that their ADSs represent. However, the depositary is not responsible if it is unlawful or impracticable to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but such securities are not properly registered or distributed pursuant to an applicable exemption from registration. The depositary is not responsible for making a distribution available to any holders of ADSs if any government approval or registration is required for such distribution. Videocon d2h has no obligation to take any other action to permit the distribution of the ADSs, equity shares, rights or anything else to holders of the ADSs. This means that holders of ADSs might not receive the distributions that Videocon d2h makes on its equity shares or any value for them at all if it is unlawful or impracticable for Videocon d2h to make them available to you.

Risks Related to Silver Eagle and the Transaction

Silver Eagle’s founders either directly or beneficially own shares of Silver Eagle common stock and warrants and have obligations and interests in the Transaction that are different from, or in addition to, Silver Eagle stockholders. If the Transaction is not approved, the securities held by the founders will likely become worthless.

The founders have agreed to vote their founder shares, as well as any additional shares purchased during or after Silver Eagle’s initial public offering, in favor of the Transaction. Accordingly, it is more likely that the requisite stockholder approval will be received than would be the case if the founders had agreed to vote their founder shares in accordance with the majority of votes cast by Silver Eagle’s public stockholders. As of the record date, the founders beneficially own, in the aggregate, approximately 19.0% of the issued and outstanding shares of Silver Eagle common stock.

In light of the amount of consideration paid, the founders will likely significantly benefit from the consummation of the Transaction, even if the Transaction causes the market price of Silver Eagle’s securities to significantly decline. Furthermore, the $7.5 million purchase price of the 15,000,000 private placement warrants will be included in the working capital that is distributed to Silver Eagle’s public stockholders in the event of Silver Eagle’s dissolution and liquidation if Silver Eagle fails to consummate an initial business combination by July 30, 2015. These factors may influence the founders in promoting the Transaction and/or soliciting proxies for the approval and adoption of the Business Combination Proposal and approval of the

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Warrant Amendment Proposal. Silver Eagle’s common stock and warrants held by the founders had an aggregate market value (without taking into account any discount that may be attributed to such securities due to their restricted nature or any exercise limitations of the private placement warrants) of $86.375 million based on the closing sale prices of $9.80 and $0.45, respectively, on OTCQB on December 30, 2014. The founder shares are subject to lock-up agreements, and the founders have waived any rights to receive any liquidation proceeds that may be distributed upon Silver Eagle’s liquidation in respect of the founder shares. Therefore, if the Business Combination Proposal is not approved by Silver Eagle’s stockholders, and Silver Eagle is subsequently required to commence proceedings to dissolve and liquidate, the founder shares and private placement warrants held directly or beneficially by the founders will be worthless.

In addition, in considering the recommendation of Silver Eagle’s board of directors elsewhere in this proxy statement/prospectus to vote “FOR” the Business Combination Proposal and “FOR” the Warrant Amendment Proposal, you should also be aware that (i) it is currently anticipated that Harry E. Sloan and Jeff Sagansky, each of whom is a current member of Silver Eagle’s board of directors, will each be appointed as a director of Videocon d2h following the Transaction and will be compensated for such service in the same manner as the other directors of Videocon d2h, and (ii) if the Business Combination Proposal is not approved and Silver Eagle has not completed an alternative business combination by July 30, 2015, the founder shares and private placement warrants held by the founders will be worthless because they are not entitled to receive any of the funds held in the trust account that of may be distributed upon liquidation of Silver Eagle.

In addition, if Silver Eagle dissolves and liquidates prior to the consummation of an initial business combination, Harry E. Sloan and Jeff Sagansky, pursuant to certain written agreements executed in connection with Silver Eagle’s initial public offering, will be personally liable for any successful claims made by third parties for services rendered or products sold to Silver Eagle and by potential target businesses who entered into written agreements, such as a letter of intent or confidentiality agreement, with Silver Eagle and who did not waive all of their rights to make claims against the proceeds in the trust account, to the extent such claims reduce the amounts in the trust account to below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account, in each case less franchise and income taxes payable.

Silver Eagle’s directors will not receive reimbursement for any out-of-pocket expenses incurred by them on Silver Eagle’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the trust account, unless a business combination is consummated.

The personal and financial interests of Silver Eagle’s directors may have influenced their decision as members of Silver Eagle’s board of directors to approve and adopt the Contribution Agreement and the warrant agreement amendment. In considering the recommendations of Silver Eagle’s board of directors to vote “FOR” the adoption of the Business Combination Proposal and the Warrant Amendment Proposal, you should consider these interests. Additionally, the exercise of the directors’ discretion in agreeing to changes or waivers in the terms of the Contribution Agreement prior to the vote by the stockholders or warrantholders, as applicable, may result in a conflict of interest when determining whether such changes or waivers are appropriate and in the stockholders’ or warrantholders’, as applicable, best interest.

In connection with the stockholder vote to approve the Business Combination Proposal, the Sponsor, Silver Eagle’s directors, executive officers, advisors or their affiliates may elect to purchase public shares from Silver Eagle’s public stockholders, which may influence the vote on the Business Combination Proposal or public warrants from warrantholders, which may influence the vote on the Warrant Amendment Proposal.

In connection with the stockholder vote to approve the Business Combination Proposal, the Sponsor, Silver Eagle’s directors, executive officers, advisors or their affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Transaction, although they are under no obligation to do so. Such a share purchase may include a contractual acknowledgement that such stockholder, although still the record holder of Silver Eagle shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Silver Eagle’s directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from Silver Eagle’s public stockholders who have already elected to exercise their

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redemption rights, such public stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination Proposal and thereby increase the likelihood of obtaining stockholder approval of the Transaction or to satisfy the closing condition in the Contribution Agreement that requires the Contribution Amount to be at least $200,850,000, where it appears that such requirement would otherwise not be met. This may result in the completion of the Transaction that may not otherwise have been possible. Similarly, the purchase of warrants could increase the likelihood that the Warrant Amendment Proposal is approved in circumstances in which such approval could not be otherwise obtained.

If a stockholder fails to receive notice of Silver Eagle’s offer of redemption in connection with the vote to approve the Business Combination Proposal, such shares may not be redeemed.

Silver Eagle will comply with the proxy rules when conducting redemptions in connection with the stockholder vote to approve the Business Combination Proposal. Despite compliance with these rules, if a stockholder fails to receive the proxy materials, such stockholder may not become aware of the opportunity to redeem his, her or its public shares. In addition, the proxy materials that Silver Eagle is furnishing to holders of its shares in connection with the Transaction describe the various procedures that must be complied with in order to validly redeem the shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.

Silver Eagle’s securityholders will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate their investment, therefore, Silver Eagle’s securityholders may be forced to sell their shares or warrants, potentially at a loss.

Silver Eagle’s public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) Silver Eagle’s completion of an initial business combination, and then only in connection with those shares of Silver Eagle’s common stock that such stockholder properly elected to redeem, subject to the limitations described herein, and (ii) the redemption of Silver Eagle’s public shares if it is unable to complete an initial business combination by April 30, 2015 (or July 30, 2015, as applicable), subject to applicable law and as further described herein. In addition, if Silver Eagle’s plan to redeem its shares if it is unable to complete an initial business combination by April 30, 2015 (or July 30, 2015, as applicable) is not completed for any reason, compliance with Delaware law may require that Silver Eagle submit a plan of dissolution to its then-existing stockholders for approval prior to the distribution of the proceeds held in the trust account. In that case, Silver Eagle’s public stockholders may be forced to wait beyond April 30, 2015 (or July 30, 2015, as applicable) before they receive funds from the trust account. In no other circumstances will a Silver Eagle public stockholder have any right or interest of any kind in the trust account. Accordingly, to liquidate their investment, Silver Eagle’s securityholders may be forced to sell their Silver Eagle shares or warrants, potentially at a loss.

NASDAQ recently delisted Silver Eagle’s securities from trading on its exchange, which could limit investors’ ability to effect transactions in Silver Eagle’s securities and subject it to additional trading restrictions.

Silver Eagle’s units, common stock and warrants were delisted from NASDAQ as of December 8, 2014 as a result of Silver Eagle’s failure to demonstrate compliance with the NASDAQ listing requirement that listed companies have at least 300 public holders. The delisting of Silver Eagle’s securities could have significant material adverse consequences, including:

a limited availability of market quotations for its securities;
reduced liquidity for its securities;
a determination that Silver Eagle’s common stock is a “penny stock” which will require brokers trading in such common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Silver Eagle’s securities;
a limited amount of news and analyst coverage; and
a decreased ability to issue additional securities or obtain additional financing in the future.

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Because the market price of Videocon d2h ADSs will fluctuate and because there is currently no trading market for the Videocon d2h equity shares and corresponding ADSs, Silver Eagle stockholders cannot be sure of the value of the consideration they will receive when the Transaction is completed, and the value may be less than what respective shareholders originally paid for their shares of Silver Eagle common stock.

If the Transaction is completed, Videocon d2h will receive the Contribution Amount from Silver Eagle in exchange for the issuance of equity shares of Videocon d2h, represented by ADSs. Each holder of one share of Silver Eagle common stock for which the holder did not validly exercise redemption rights will receive [  ] ADSs in the Transaction, subject to adjustment in accordance with the Contribution Agreement. The value of Videocon d2h’s ADSs may vary significantly from the closing price of Silver Eagle’s equity shares on the date the Transaction was announced, on the date the parties entered into the Contribution Agreement, on the date that this proxy statement/prospectus was mailed to Silver Eagle’s stockholders and warrantholders or on the date of the special meetings of Silver Eagle’s stockholders and warrantholders, or thereafter. No trading market for Videocon d2h’s equity shares or the ADS representing the equity shares currently exists and, therefore, Silver Eagle’s securityholders cannot be sure of the price at which the ADSs will trade if the Transaction is completed.

Therefore, the value of the Videocon d2h ADSs that Silver Eagle’s stockholders receive in the Transaction, either upon or after the completion of the Transaction, may be lower than what Silver Eagle’s securityholders originally paid for their corresponding securities of Silver Eagle prior to the Transaction.

The ability of Silver Eagle’s stockholders to exercise redemption rights with respect to a large number of Silver Eagle’s shares could increase the probability that the Transaction would be unsuccessful and that Silver Eagle’s stockholders would have to wait for liquidation in order to redeem their stock.

Since the Contribution Agreement requires the Contribution Amount to be at least $200,850,000, the probability that the Transaction with Videocon d2h will be unsuccessful is increased if a large number of Silver Eagle’s public shares are tendered for redemption. If the Transaction unsuccessful, Silver Eagle’s public stockholders will not receive their pro rata portion of the trust account until the trust account is liquidated. If Silver Eagle’s public stockholders are in need of immediate liquidity, they could attempt to sell their stock in the open market; however, at such time, Silver Eagle’s stock may trade at a discount to the pro rata per share amount in the trust account. In either situation, Silver Eagle’s stockholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with the redemption until Silver Eagle is liquidated or Silver Eagle’s stockholders are able to sell their stock in the open market.

If a Silver Eagle stockholder chooses to redeem his, her or its shares, he, she or it may not exercise his, her or its redemption rights to cause the redemption of his, her or its shares of Silver Eagle’s common stock for a pro rata portion of the trust account, including any interest earned thereon, less franchise and income taxes payable, until the date that is two business days prior to the date of the special meeting of Silver Eagle’s stockholders.

Stockholders holding shares of Silver Eagle’s common stock issued in Silver Eagle’s initial public offering, whether or not they vote against the Business Combination Proposal, may elect to redeem all or a portion of their shares of common stock upon the completion of the Transaction for cash equal to their pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of Silver Eagle’s initial public offering as of two business days prior to the consummation of the transactions contemplated by the Contribution Agreement, including interest, less franchise and income taxes payable, upon the closing of the Transaction. Any stockholder who seeks to exercise this redemption right must, with respect to the portion of shares he or she wishes to redeem, prior to 4:30 p.m. Eastern time on [           ], 2015 (two business days before the special meeting), (i) submit a written request to our transfer agent that Silver Eagle redeem such public shares for cash, and (ii) deliver their stock to Silver Eagle’s transfer agent physically or electronically through Depository Trust Company, or DTC. The address of Continential Stock Transfer & Trust Company, our transfer agent, is listed on page 58.

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If an individual stockholder or a “group” of stockholders are deemed to hold in excess of 10% of Silver Eagle’s common stock, that individual or group will lose the ability to redeem all such shares in excess of 10% of Silver Eagle’s common stock.

Silver Eagle’s amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 10% of the public shares (the “Excess Shares”). However, stockholders are not restricted from voting all of their shares (including Excess Shares) for or against the Transaction. The inability to redeem the Excess Shares will reduce the influence of Silver Eagle’s stockholders over Silver Eagle’s ability to complete the Transaction, and such stockholders could suffer a material loss on their investment in Silver Eagle if they sell their Excess Shares in open market transactions. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if Silver Eagle completes the Transaction. As a result, such stockholders would continue to hold that number of shares exceeding 10% and, in order to dispose of such shares, would be required to sell their stock in open market transactions, potentially at a loss.

Silver Eagle expects to incur significant costs associated with the Transaction, whether or not the Transaction is completed, and if Silver Eagle incurs costs in excess of a specified amount, Videocon d2h may not be obligated to consummate the Transaction].

Whether or not the Transaction is completed, Silver Eagle expects to incur significant costs associated with the Transaction, including due diligence, legal, accounting and other expenses associated with structuring, negotiating and documenting the Transaction. If the parties do not consummate the Transaction, and if time permits Silver Eagle to seek an alternative business combination, then the costs Silver Eagle will have incurred with respect to its proposed business combination with Videocon d2h will reduce the amount of cash otherwise available to complete an alternative business combination. Silver Eagle estimates that it will incur significant transaction costs associated with the Transaction of at least approximately $50.4. In addition, if the combination of deferred underwriting fees and commissions and Silver Eagle’s transaction expenses exceed approximately $50.4 million, together with redemptions of public shares in excess of 7,387,387 shares, then Silver Eagle may not be able to meet the closing condition contained in the Contribution Agreement that the Contribution Amount is at least $200,850,000, and Videocon d2h will not be obligated to consummate the Transaction.

Videocon d2h is required to obtain certain approvals of the MIB in respect of the Transaction and related matters. If it fails to do so, the Transaction cannot take place.

Under the terms of the DTH Guidelines and the DTH License Agreement, Videocon d2h is required to obtain the prior written permission of the MIB for effecting any change in its equity structure.

In the event that the MIB does not grant such approval, Videocon d2h will be unable to consummate the Transaction. Further, Videocon d2h is unable to guarantee it will obtain approvals required from the MIB in the future in a timely manner, or at all, or that it will be able to comply with any further conditions imposed by the MIB while granting such permissions.

There are significant limitations on Silver Eagle’s right to make damage claims against Videocon d2h for the breach of any representations, warranties or covenants made by Videocon d2h in the Contribution Agreement.

The Contribution Agreement provides that Videocon d2h will indemnify Silver Eagle and its affiliated indemnitees under the Contribution Agreement from and against the entirety of any damages suffered as a result of any breach by Videocon d2h of a representation, warranty or post-closing covenant of Videocon d2h. However, there are significant limitations on Silver Eagle’s right to indemnification under the Contribution Agreement, including:

Silver Eagle will not be entitled to indemnification with respect to the inaccuracy or non-compliance of any representations, warranties, covenants or agreements of Videocon d2h in the Contribution

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Agreement or any other certificate or document delivered pursuant to the Contribution Agreement if Videocon d2h proves that Silver Eagle obtained actual knowledge of such inaccuracy or non-compliance from Videocon d2h prior to entering into the Contribution Agreement.
Videocon d2h will have no liability with respect to any claim for breach of a representation or warranty of Videocon d2h unless Silver Eagle notifies Videocon d2h of such a claim on or before the date that is 30 days after the earlier of the date on which Videocon d2h has made publicly available (by inclusion in a Form 6-K filed with the SEC) its audited financial statements (which are audited by a Public Company Accounting Oversight Board registered firm and are prepared under IFRS) for (i) the full fiscal year ending March 31, 2016 or (ii) the six-month period ended September 30, 2015, if either Harry E. Sloan or Jeff Sagansky or an alternate director or nominee director appointed on their behalf by them, served on the audit committee of the Board of Directors of Videocon d2h which approved such financial statements and such financial statements include all of the information and notes required for annual financial statements under IFRS.
Other than with respect to damages relating to any intentional or fraudulent breach of a representation or warranty by Videocon d2h, Videocon d2h will have no liability with respect to any claim for breach of a representation or warranty of Videocon d2h until Silver Eagle and its affiliated indemnitees have suffered aggregate damages by reason of all such breaches in excess of an amount equal to 2.0% of the Contribution Amount (the “Basket”), after which point Videocon d2h will be obligated to indemnify Silver Eagle and its affiliated indemnitees from and against damages which exceed the Basket.
Other than with respect to damages relating to any intentional or fraudulent breach of a representation or warranty by Videocon d2h, the aggregate maximum liability of Videocon d2h with respect to any claim for breach of a representation or warranty of Videocon d2h will be an amount equal to 12.5% of the Contribution Amount.
Videocon d2h will not be liable to indemnify Silver Eagle or any of its affiliated indemnitees from or against any damages arising out of, relating to, or caused by the realization of any contingent liabilities expressly disclosed as such in the audited balance sheets, statements of income, shareholders’ equity and cash flows of Videocon d2h as of and for the fiscal years ended March 31, 2013 and March 31, 2014 or the legal proceedings set forth in this proxy statement/prospectus.

As a “foreign private issuer” under the rules and regulations of the SEC, Videocon d2h is exempt from a number of rules under the Exchange Act and may be permitted to file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules.

Videocon d2h is considered a “foreign private issuer” under the Exchange Act and is therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, Videocon d2h is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. Videocon d2h currently prepares its financial statements in accordance with IFRS. Videocon d2h will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as its financial statements are prepared in accordance with IFRS as issued by the International Accounting Standards Board, which do not differ from IFRS as adopted by the European Union. Videocon d2h is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, Videocon d2h’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Videocon d2h shares. Accordingly, after the Transaction, if you continue to hold Videocon d2h ADSs, you may receive less or different information about Videocon d2h than you currently receive about Silver Eagle.

Videocon d2h could lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of Videocon d2h’s outstanding voting securities become directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of Videocon d2h’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Videocon d2h’s assets are located in the United

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States; or (iii) Videocon d2h’s business is administered principally in the United States. If Videocon d2h loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, Videocon d2h would likely incur substantial costs in fulfilling these additional regulatory requirements and members of Videocon d2h’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

Videocon d2h has not previously operated as a foreign private issuer in the United States, and fulfilling its obligations as a foreign private issuer after the Transaction may be expensive and time consuming.

Videocon d2h has not previously been required to prepare or file periodic and other reports with the SEC or to comply with the other requirements of U.S. federal securities laws applicable to public companies, such as Section 404 of the Sarbanes-Oxley Act of 2002. Although Videocon d2h currently maintains separate legal and compliance and internal audit functions, Videocon d2h has not previously been required to establish and maintain disclosure controls and procedures and internal controls over financial reporting as will be required with respect to a public company with substantial operations and shares registered in the United States.

Under the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC, as well as the rules of NASDAQ, where Videocon d2h intends to apply for listing of the Videocon d2h ADSs, Videocon d2h may be required to implement additional corporate governance practices and adhere to a variety of reporting requirements and accounting rules. However, as a “foreign private issuer,” Videocon d2h may be exempt from some corporate governance practices, reporting requirements and accounting rules under the rules of NASDAQ and under the Sarbanes-Oxley Act of 2002. For example, Videocon d2h is permitted to follow its home country corporate governance practices in lieu of NASDAQ rules with some exceptions so long as it discloses the ways in which its corporate governance practices differ from those followed by U.S. issuers under NASDAQ listing standards. As an additional example, the Sarbanes-Oxley Act of 2002 gives foreign private issuers certain exemptions from the requirement that each member of the foreign private issuer’s audit committee be “independent.”

Under the Sarbanes-Oxley Act of 2002, an audit committee member generally may not receive, directly or indirectly, any compensation from the issuer except for service as a director, and may not be an affiliate of the issuer. For foreign private issuers, an exemption is available from those requirements for an employee of the issuer, other than an executive officer, who is elected or named to the audit committee pursuant to the issuer's governing law or documents, an employee collective bargaining or similar agreement or other home country legal or listing requirements. Exemptions from the limitation on affiliates are available for a member of the audit committee who is a representative or designee of a foreign government or foreign governmental entity that is an affiliate of the issuer, provided the member is not an executive officer of the issuer, and a member who is an affiliate of the issuer or a representative of an affiliate who has only observer status on, and is not a voting member or the chair of, the audit committee; provided neither the member nor the affiliate is an executive officer of the issuer. Videocon d2h is not, however, relying on any exemption from the independence standards for any of its audit committee members.

Compliance with obligations from which foreign private issuers are not exempt may require members of Videocon d2h’s management and its finance and accounting staff to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled and may increase Videocon d2h’s legal, insurance and financial compliance costs.

There is no guarantee that, once listed, the ADSs will continue to qualify for listing on the exchange for any period of time, and the failure to have the ADSs listed for either reason may negatively affect the value of Videocon d2h’s ADSs.

Videocon d2h intends to seek to have its ADSs approved for listing on NASDAQ prior to consummation of the Transaction so that as soon as practicable following the closing of the Transaction, the ADSs can begin trading, and it is a mutual condition to closing of the Transaction that the ADSs be admitted to trading only subject to official notice of the issuance of the ADSs. There are no guarantees that, once listed, the Videocon d2h ADSs will continue to qualify for listing on the exchange, and the Videocon d2h ADSs may become

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subject to trading and other restrictions imposed by the exchange for failure to meet certain listing standards or the ADSs may be delisted by the exchange. If the Videocon d2h ADSs are ever in the future delisted, the holders could face significant consequences, including:

a limited availability for market quotations for Videocon d2h’s securities;
reduced liquidity with respect to Videocon d2h’s securities;
a determination that Videocon d2h’s ADSs are a “penny stock,” which will require brokers trading in Videocon d2h’s ADSs to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Videocon d2h’s ADSs;
limited amount of news and analyst coverage for Videocon d2h in the United States; and
a decreased ability to issue additional securities or obtain additional financing in the future.

Shareholders may decide to sell Silver Eagle’s common stock and Videocon d2h’s ADSs, which could cause a decline in their market prices.

Some holders of Silver Eagle’s common stock may be disinclined to own shares of a company that is not a U.S. company. This or other factors could result in the sale of shares of Silver Eagle’s common stock prior to the parties consummating the Transaction (in addition to exercises by Silver Eagle’s stockholders of their redemption rights) or the sale of Videocon d2h’s ADSs after completion of the Transaction. In addition, the market price of Silver Eagle’s common stock and Videocon d2h’s ADSs may be adversely affected by arbitrage activities occurring prior to completion of the Transaction. These sales, or the prospects of such sales in the future, could adversely affect the market price for, and the ability to sell in the market, shares of Silver Eagle’s common stock before the Transaction is completed, and Videocon d2h’s ADSs after the completion of the Transaction.

Videocon d2h may fail to realize all of the anticipated benefits of the Transaction.

The success of the Transaction will depend, in part, on Videocon d2h’s ability to realize the anticipated benefits from the availability of the cash currently in Silver Eagle’s trust account to Videocon d2h following the completion of the Transaction. To realize these anticipated benefits, Videocon d2h must successfully manage and apply Silver Eagle’s cash, including for the purposes set forth in “Use of Proceeds.

Subsequent to the completion of the Transaction, Videocon d2h may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Even if Silver Eagle conducts extensive due diligence on Videocon d2h, this diligence may not expose all material issues that may be present inside Videocon d2h, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Videocon d2h’s and Silver Eagle’s control will not later arise. As a result of these factors, Videocon d2h may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in reporting losses. Even if due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with the preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on Videocon d2h’s liquidity, the fact that charges of this nature are reported could contribute to negative market perceptions about Videocon d2h or its securities. In addition, charges of this nature may cause Videocon d2h to violate net worth or other covenants to which it may be subject as a result of assuming pre-existing debt held by a target business or by virtue of its obtaining post-combination debt financing. Accordingly, any stockholders who choose to remain stockholders following the Transaction could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the Transaction contained an actionable material misstatement or material omission.

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Silver Eagle’s stockholders could approve the Business Combination Proposal but vote against the Plan of Dissolution Proposal.

If Silver Eagle obtains stockholder approval of the Business Combination Proposal and completes the Transaction, but does not obtain stockholder approval of the Plan of Dissolution Proposal, Silver Eagle would have to continue its corporate existence despite the transfer of substantially all of its assets to Videocon d2h and its announced intent to liquidate and dissolve following consummation of the Transaction. Assuming the consummation of the Transaction, Silver Eagle would have no assets with which to generate operating revenue. Further, Silver Eagle does not intend to invest in another operating business following the consummation of the Transaction. If the Plan of Dissolution Proposal is not approved, Silver Eagle would be required to use all or a significant portion of any remaining cash to pay its ongoing expenses.

Public stockholders at the time of the Transaction who purchased their Silver Eagle units in Silver Eagle’s initial public offering and do not exercise their redemption rights may pursue rescission rights and related claims.

Silver Eagle’s public stockholders may allege that some aspects of the Transaction are inconsistent with the disclosure contained in the prospectus issued by Silver Eagle in connection with the offer and sale in its initial public offering of units consisting of common stock and warrants. These may include: (i) the structure of the proposed business combination with Videocon d2h (including that Silver Eagle itself is not acquiring voting securities of Videocon d2h) and (ii) that the Silver Eagle warrant agreement would be amended so that the warrants will be exchanged for cash in the amount of $1.00 at the time the transaction is executed. Consequently, a Silver Eagle stockholder who purchased shares in the initial public offering (excluding the Initial Stockholders) and still holds them at the time of the Transaction and who does not seek to exercise redemption rights might seek rescission of the purchase of the units such holder acquired in the initial public offering. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in the value of such holder’s shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares. If stockholders bring successful rescission claims against Silver Eagle, it may not have sufficient funds following the consummation of the Transaction to pay such claims, or if claims are successfully brought against Videocon d2h following the consummation of the Transaction, Videocon d2h’s results of operations could be adversely affected and, in any event, Videocon d2h may be required in connection with the defense of such claims to incur expenses and divert employee attention from other business matters.

If Videocon d2h or third parties bring claims against Silver Eagle, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $9.99 per share.

Silver Eagle’s placing of funds in the trust account may not protect those funds from third party claims against it. Although Videocon d2h has agreed and Silver Eagle will seek to have all vendors, service providers, prospective target businesses or other entities with which it does business agree to waive any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of Silver Eagle’s public stockholders, such parties may not execute such agreements, or, even if they execute such agreements, may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Silver Eagle’s assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, Silver Eagle’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if Silver Eagle’s management believes that such third party’s engagement would be significantly more beneficial to Silver Eagle than any other alternative.

Examples of possible instances where Silver Eagle may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by Silver Eagle’s management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Silver Eagle’s management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims that they

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may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Silver Eagle and will not seek recourse against the trust account for any reason. Upon redemption of its shares, if Silver Eagle is unable to complete the Transaction with Videocon d2h within the prescribed timeframe, or upon the exercise of a redemption right in connection with the Transaction, Silver Eagle will be required to provide for payment of claims of creditors that were not waived that may be brought against Silver Eagle within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $9.99 per share currently held in the trust account, due to claims of such creditors. Messrs. Sloan and Sagansky have agreed that they will be jointly and severally liable to Silver Eagle if and to the extent any claims by a vendor for services rendered or products sold to Silver Eagle, or a prospective target business with which Silver Eagle has discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account, in each case less franchise and income taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under Silver Eagle’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Messrs. Sloan and Sagansky will not be responsible to the extent of any liability for such third party claims. However, Silver Eagle has not asked Messrs. Sloan and Sagansky to reserve for such indemnification obligations, and Silver Eagle cannot assure you that Messrs. Sloan and Sagansky would be able to satisfy those obligations. None of Silver Eagle’s other officers or directors will indemnify Silver Eagle for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If, after Silver Eagle distributes the proceeds in the trust account to its public stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of Silver Eagle’s board of directors may be viewed as having breached their fiduciary duties to Silver Eagle’s creditors, thereby exposing the members of the board of directors and Silver Eagle to claims of punitive damages.

If, after the proceeds in the trust account are distributed to Silver Eagle’s public stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, any distributions received by Silver Eagle’s stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Silver Eagle’s stockholders. In addition, Silver Eagle’s board of directors may be viewed as having breached its fiduciary duty to Silver Eagle’s creditors and/or having acted in bad faith, thereby exposing itself and Silver Eagle to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to its public stockholders, Silver Eagle files a bankruptcy petition or an involuntary bankruptcy petition is filed against Silver Eagle that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Silver Eagle’s stockholders and the per-share amount that would otherwise be received by Silver Eagle’s stockholders in connection with its liquidation may be reduced.

If, before distributing the proceeds in the trust account to its public stockholders, Silver Eagle files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in Silver Eagle’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Silver Eagle’s stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by Silver Eagle’s stockholders in connection with its liquidation may be reduced.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF SILVER EAGLE

The following table sets forth selected historical financial information derived from Silver Eagle’s audited financial statements included elsewhere in this proxy statement/prospectus as of September 30, 2014 and for the nine-month period ended September 30, 2014 and as of December 31, 2013 and for the period April 11, 2013 (inception) through December 31, 2013. You should read the following selected financial data in conjunction with “Silver Eagle Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

   
  Nine Months
Ended
September 30,
2014
  April 11, 2013
(date of
inception) to
December 31,
2013
Statement of Operations Data:
                 
Operating expenses:
                 
Formation and operating costs   $ 1,211,141     $ (497,885 ) 
Accrued state franchise taxes, other than income taxes     71,137       (75,000 ) 
Loss from operations before other income and income tax expense   $ (1,211,141 )    $ 572,885  
Other income (expense):
                 
Interest income     24,308       13,723  
Loss before income tax expense     (1,186,833 )      (559,162 ) 
Income tax expense            
Net loss   $ (1,186,833 )    $ (559,162 ) 
Loss per common share:
                 
Basic and diluted   $ (0.04 )    $ (0.06 ) 
Weighted average shares outstanding:
                 
Basic and diluted     9,860,857       9,068,549  
Balance Sheet Data:
                 
Cash and cash equivalents   $ 19,997     $ 805,924  
Investments and cash equivalents held in trust   $ 324,849,061     $ 325,013,723  
Total assets   $ 324,869,058     $ 325,819,647  
Common stock subject to possible redemption (at $10.00): 30,843,261 shares at September 30, 2014 and December 31, 2013   $ 307,245,783     $ 308,432,610  
Total stockholders’ equity (net)   $ 5,000,007     $ 5,000,007  
Cash Flow Data:
                 
Net cash used in operating activities   $ (950,589 )    $ (405,052 ) 
Net cash used in investing activities   $ 164,663     $ (325,013,723 ) 
Net cash provided by financing activities   $     $ 326,224,699  

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SELECTED HISTORICAL FINANCIAL INFORMATION OF VIDEOCON D2H

The following table sets forth selected historical financial information derived from Videocon d2h’s audited financial statements included elsewhere in this proxy statement/prospectus as of March 31, 2014 and 2013 and for the years ended March 31, 2014 and 2013. Historical results are not necessarily indicative of results to be expected in any future period. You should read the following selected financial information in conjunction with the section entitled “Videocon d2h Operating and Financial Review and Prospects” and Videocon d2h’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

     
            (unaudited)
     Year Ended March 31,   Six-month
period ended
September 30,
(Rs. in millions)   2014   2013   2014
Income Statement Information:
                          
Revenue from operations     Rs.  17,644.10       Rs.  11,295.47       Rs.  11,108.97  
Total Expenses     17,934.22       13,646.66       10,709.48  
Profit/(Loss) from operations     (290.12 )      (2,351.19 )      399.49  
Profit/(Loss) before tax     (4,630.68 )      (5,065.67 )      (1,676.74 ) 
Profit/(Loss) after tax     (3,195.35 )      (3,490.47 )      (1,149.00 ) 
Basic and Diluted earnings per share     (13.20 )      (16.43 )      (4.75 ) 
Statement of Financial Position Information (at period end):
                          
Total non-current assets     Rs.  32,744.78       Rs.  27,376.61       Rs.  34,496.72  
Total current assets     2,974.88       8,786.54       2,586.44  
Total Assets     35,719.66       36,163.15       37,083.16  
Total Equity     (6,237.73 )      (3,042.38 )      (7,386.74 ) 
Total non-current liabilities     26,177.94       22,249.42       27,344.85  
Total current liabilities     15,779.45       16,956.11       17,125.05  
Total Liabilities     41,957.39       39,205.53       44,469.90  
Total equity and liabilities     35,719.66       36,163.15       37,083.16  

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EXCHANGE RATES

The following tables show, for the periods indicated, information concerning the exchange rate between the U.S. dollar and the rupee. This information is provided solely for your convenience, and Videocon d2h and Silver Eagle do not represent that rupees have been converted into U.S. dollars at these rates or at any other rate. These rates may differ from the rates used by Videocon d2h in the preparation of its consolidated financial statements or other financial information appearing in this proxy statement/prospectus.

The data provided in the following tables are expressed in Indian Rupees per US Dollar and are based on the noon buying rate in The City of New York for cable transfers of Indian Rupees as certified for customs purposes by the Federal Reserve Bank of New York.

On December 30, 2014, the last trading day before Videocon d2h and Silver Eagle announced the execution of the Contribution Agreement, the exchange rate between the U.S. dollar and the rupee expressed in Indian Rupees per US Dollar was $1 = Rs.63.38. On January 05, 2015, the day of the public disclosure of the Transaction, the exchange rate between the U.S. dollar and the rupee expressed in Indian Rupees per US Dollar was $1 = Rs.63.34. On February [  ], 2015, the most recent practicable day prior to the date of this proxy statement/prospectus, the exchange rate was $[    ] = Rs.[    ].

       
  High   Low   Average(1)   Period End
     (Indian Rupees per US Dollar)
Annual Data (Year Ended March 31)
                                   
2009     51.96       39.73       45.84       50.87  
2010     50.48       44.94       47.39       44.95  
2011     47.49       43.90       45.49       44.54  
2012     53.71       44.00       47.81       50.89  
2013     57.13       50.64       54.36       54.52  
2014     68.80       53.65       60.35       60.00  

       
  High   Low   Average(1)   Period End
     (Indian Rupees per US Dollar)
Interim Data (Six Months Ended September 30, 2014)     61.92       58.30       60.21       61.92  

(1) The average rates for the interim and annual periods were calculated by taking the simple average of the exchange rates on the last business day of each month during the relevant period.

   
  High   Low
     (Indian Rupees per
US Dollar)
Recent Monthly Data
                 
April 2014     61.17       59.86  
May 2014     60.21       58.30  
June 2014     60.32       59.15  
July 2014     60.55       59.69  
August 2014     61.51       60.43  
September 2014     61.92       60.26  
October 2014     61.81       60.92  
November 2014     62.20       61.38  
December 2014     63.67       61.78  
January 2015     63.57       61.32  

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COMPARATIVE SHARE INFORMATION

The following table sets forth historical comparative share information for Videocon d2h and unaudited pro forma share information after giving effect to the Transaction, assuming (i) under the minimum scenario that no holders of public shares exercise their redemption rights and (ii) under the maximum scenario that holders of 22.70% of the public shares exercise their redemption rights. The historical information should be read in conjunction with “Selected Historical Financial Information of Videocon d2h” included elsewhere in this proxy statement and the historical financial statements of Videocon d2h included elsewhere in this proxy statement. The unaudited pro forma share information is derived from, and should be read in conjunction with, the unaudited pro forma financial information and related notes included elsewhere in this proxy statement.

The unaudited pro forma combined share information does not purport to represent what the actual results of operations of Videocon d2h would have been had the Transaction been completed or to project Videocon d2h’s results of operations that may be achieved after the Transaction. The unaudited pro forma book value per share information below does not purport to represent what the value of Videocon d2h would have been had the Transaction been completed nor the book value per share for any future date or period.

     
As of and for the six months ended September 30, 2014
  Historical   Pro forma
(minimum)
  Pro forma
(maximum)
Book value (deficit) per share (Rs.)(a)     (30.52 )      24.39       13.99  
Shares outstanding (in millions)(b)     242       393       363  
Basic and diluted earnings (loss attributable to common stock) per share (Rs.) for the six months ended September 30, 2014     (4.75 )      (4.42 )      (4.78 ) 
Basic and diluted earnings (loss attributable to common stock) per share (Rs.) for the year ended March 31, 2014     (13.20 )      (11.13 )      (12.03 ) 

(a) Book value per share is calculated using the following formula: Book value per share = (Total Shareholders’ Equity excluding Preferred Equity)/Total Outstanding Shares).
(b) Pro forma shares include ADSs at a 4:1 equity share to ADS ratio for both the minimum and maximum redemption scenarios.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Videocon d2h and Silver Eagle make forward-looking statements in this proxy statement/prospectus. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for their respective businesses, and the timing and ability to complete the Transaction. Specifically, forward-looking statements may include statements relating to:

the benefits of the Transaction;
the future financial performance of Videocon d2h following the Transaction;
changes in the market for Videocon d2h products;
expansion plans and opportunities; and
other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available to Videocon d2h or Silver Eagle, as applicable, as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the views of Videocon d2h or Silver Eagle as of any subsequent date, and neither Videocon d2h nor Silver Eagle undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

the occurrence of any event, change or other circumstances that could give rise to the termination of the Contribution Agreement;
the outcome of any legal proceedings that may be instituted against Videocon d2h or Silver Eagle following announcement of the proposed Transaction and related transactions contemplated thereby;
the inability to complete the Transaction due to the failure to obtain approval of the stockholders of Silver Eagle, the prior approval of the MIB, or other conditions to closing in the Contribution Agreement;
the ability to obtain or maintain the listing of Videocon d2h’s ADSs on NASDAQ following the Transaction;
the risk that the proposed Transaction disrupts current plans and operations of Videocon d2h as a result of the announcement and consummation of the Transaction;
the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition and the ability of Videocon d2h to grow and manage growth profitably;
costs related to the Transaction;
changes in applicable laws or regulations;
the possibility that Videocon d2h or Silver Eagle may be adversely affected by other economic, business, and/or competitive factors; and
other risks and uncertainties indicated in this proxy statement/prospectus, including those under “Risk Factors.”

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SPECIAL MEETING OF SILVER EAGLE STOCKHOLDERS AND
SPECIAL MEETING OF SILVER EAGLE PUBLIC WARRANTHOLDERS

General

Silver Eagle is furnishing this proxy statement/prospectus to its stockholders and public warrantholders as part of the solicitation of proxies by its board of directors for use at the special meeting of stockholders and special meeting of public warrantholders to be held on [           ], 2015, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to Silver Eagle stockholders and public warrantholders on or about [           ], 2015. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the special meeting of stockholders or public warrantholders, as applicable.

Date, Time and Place of Special Meetings

The special meeting of stockholders of Silver Eagle will be held at [    ] [a.m.][p.m.] Eastern time, on [           ], 2015, at the offices of McDermott Will & Emery LLP, 340 Madison Avenue, New York, New York, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

The special meeting of public warrantholders of Silver Eagle will be held at [    ] [a.m.][p.m.] Eastern time, on [           ], 2015, at the offices of McDermott Will & Emery LLP, 340 Madison Avenue, New York, New York, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the special meeting of stockholders or warrantholders if you owned shares of Silver Eagle common stock or warrants, respectively, at the close of business on [           ], 2015, which is the record date for the special meetings of stockholders and public warrantholders. With respect to the special meeting of stockholders, you are entitled to one vote for each share of Silver Eagle common stock that you owned as of the close of business on the record date, and with respect to the special meeting of warrantholders, you are entitled to one vote for each warrant that you owned as of the close of business on the record date. If your shares or warrants are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were (i) 40,625,000 shares of Silver Eagle common stock outstanding, consisting of 32,500,000 public shares and 8,125,000 are founder shares, and (ii) 47,500,000 warrants of Silver Eagle outstanding, consisting of 32,500,000 public warrants and 15,000,000 private placement warrants.

Vote of Silver Eagle Founders

In connection with Silver Eagle’s initial public offering, Silver Eagle and the underwriters of the initial public offering entered into agreements with each of Silver Eagle’s founders pursuant to which the founders agreed to vote their founder shares and any other shares acquired during and after Silver Eagle’s initial public offering in favor of the Business Combination Proposal.

Pursuant to the terms of the warrant agreement, holders of the private placement warrants (the Sponsor and Dennis A. Miller) are not permitted to vote the private placement warrants in favor of the Warrant Amendment Proposal unless the registered holders of 65% of the public warrants vote in favor of the Warrant Amendment Proposal. None of the founders own any public warrants. As a result, in order for the Warrant Amendment Proposal to be approved, 21,125,000 public warrants must be voted in favor of the Warrant Amendment Proposal.

The founders have waived any redemption rights, including with respect to shares of common stock purchased in Silver Eagle’s initial public offering or in the aftermarket, in connection with Transaction. The founder shares held by the founders have no redemption rights upon Silver Eagle’s liquidation and will be worthless if no business combination is effected by Silver Eagle prior to by April 30, 2015 (or July 30, 2015 if it has entered into a letter of intent, agreement in principle or definitive agreement for an initial business

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combination by April 30, 2015 but has not completed the initial business combination by that date). However, the founders are entitled to redemption rights upon Silver Eagle’s liquidation with respect to any public shares they may own.

Quorum and Required Vote for Proposals for the Special Meeting of Stockholders

A quorum of Silver Eagle stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the Silver Eagle common stock outstanding and entitled to vote at the special meeting of stockholders is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

The approval of the Business Combination Proposal and the Plan of Dissolution Proposal requires the affirmative vote of the holders of a majority of the shares of Silver Eagle common stock. Accordingly, a stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Plan of Dissolution Proposal, respectively.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Silver Eagle common stock represented in person or by proxy and entitled to vote thereon at the special meeting. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal, while a broker non-vote and shares not in attendance at the special meeting will have no effect on the outcome of any vote on the Adjournment Proposal.

The Business Combination Proposal is conditioned on the Plan of Dissolution Proposal. The Plan of Dissolution Proposal and the Warrant Amendment Proposal are each conditioned on the Business Combination Proposal. If the Business Combination Proposal is not approved, the Plan of Dissolution Proposal and the Warrant Amendment Proposal will have no effect, even if those proposals are approved by the requisite vote.

Recommendation to Silver Eagle Stockholders

Silver Eagle’s board of directors believes that each of the Business Combination Proposal, the Plan of Dissolution Proposal and the Adjournment Proposal to be presented at the special meeting of stockholders is in the best interests of Silver Eagle and its stockholders and unanimously recommends that its stockholders vote “FOR” each of the proposals.

When you consider the recommendation of Silver Eagle’s board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that its directors and officers have interests in the Transaction that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

the right of the Sponsor to receive Videocon d2h ADSs following the Transaction, subject to the lock-up agreements;
the appointment of two of Silver Eagle’s executive officers as directors (but not officers) of Videocon d2h; and
the continued indemnification of current directors and officers of Silver Eagle and the continuation of directors’ and officers’ liability insurance after the Transaction.

Required Vote for Proposals for the Special Meeting of Public Warrantholders

The approval of the Warrant Amendment Proposal requires approval by public warrantholders holding 65% of the outstanding public warrants. Accordingly, a warrantholder’s failure to vote by proxy or to vote in person at the special meeting of public warrantholders, an abstention from voting, or a broker non-vote will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal.

The approval of the Warrantholder Adjournment Proposal requires the affirmative vote of the holders of a majority of Silver Eagle’s public warrants represented in person or by proxy and entitled to vote thereon at the special meeting of public warrantholders. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Warrantholder Adjournment Proposal, while a broker non-vote and warrants not in attendance at the special meeting of public warrantholders will have no effect on the outcome of any vote on the Warrantholder Adjournment Proposal.

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No vote of the holders of any shares of Silver Eagle common stock is necessary to approve the Warrant Amendment Proposal, and Silver Eagle is not asking its stockholders to vote on the Warrant Amendment Proposal or any other proposal being considered at the special meeting of public warrantholders.

Recommendation to Silver Eagle Warrantholders

Silver Eagle’s board of directors believes that each of the Warrant Amendment Proposal and the Warrantholder Adjournment Proposal to be presented at the special meeting of public warrantholders is in the best interests of Silver Eagle and its warrantholders and unanimously recommends that its warrantholders vote “FOR” each of the proposals.

Broker Non-Votes and Abstentions

Under the rules of various national and regional securities exchanges your broker, bank or nominee cannot vote your shares or warrants with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Silver Eagle believes the proposals presented to its stockholders and public warrantholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares or warrants without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares or warrants; this indication that a bank, broker or nominee is not voting your shares or warrants is referred to as a “broker non-vote.”

With respect to the special meeting of stockholders, abstentions are considered present for the purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the Business Combination Proposal, the Plan of Dissolution Proposal and the Adjournment Proposal. Broker non-votes will have the effect of a vote “AGAINST” the Business Combination Proposal, the Plan of Dissolution Proposal and will have no effect on the Adjournment Proposal.

With respect to the special meeting of public warrantholders, abstentions will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal and the Adjournment Proposal. Broker non-votes will have the effect of a vote “AGAINST” the Warrant Amendment Proposal and will have no effect on the Warrantholder Adjournment Proposal.

Voting Your Shares or Warrants

Each share of Silver Eagle common stock that you own in your name entitles you to one vote on each of the proposals for the special meeting of stockholders. Each public warrant that you own in your name entitles you to one vote on each of the proposals for the special meeting of public warrantholders. Your one or more proxy cards show the number of shares of Silver Eagle common stock and/or public warrants, as applicable that you own. There are several ways to vote your shares or warrants:

You can vote your shares or warrants by one of the following methods: (1) call the toll-free number specified on the enclosed proxy card and follow the instructions when prompted, (2) access the Internet website specified on the enclosed proxy card and follow the instructions provided to you, or (3) complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares or warrants in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares or warrants are represented and voted at the applicable special meeting(s). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares or warrants as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares or warrants, your shares of Silver Eagle common stock or public warrants, as applicable, will be voted, as recommended by Silver Eagle’s board of directors. With respect to proposals for the special meeting of stockholders, that means: “FOR” the Business Combination Proposal, “FOR” the Plan of Dissolution Proposal and “FOR” the Adjournment Proposal. With respect to the special meeting of warrantholders, that means: “FOR” the Warrant Amendment Proposal and “FOR” the Warrantholder Adjournment Proposal.
You can attend the applicable special meeting(s) and vote in person. You will be given a ballot when you arrive. However, if your shares of common stock or public warrants are held in the name of

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your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of common stock or public warrants.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the special meetings, or at either such meeting by doing any one of the following:

you may send another proxy card with a later date;
you may notify James A. Graf, Silver Eagle’s Secretary, in writing before the applicable special meeting that you have revoked your proxy; or
you may attend the applicable special meeting, revoke your proxy, and vote in person, as indicated above.

No Additional Matters May Be Presented at the Special Meetings

The special meeting of stockholders has been called only to consider the approval of the Business Combination Proposal, the Plan of Dissolution Proposal and the Adjournment Proposal. The special meeting of public warrantholders has been called only to consider the approval of the Warrant Amendment Proposal and the Warrantholder Adjournment Proposal. Under Silver Eagle’s bylaws, other than procedural matters incident to the conduct of the applicable special meeting(s), no other matters may be considered at the special meetings if they are not included in the notice of the special meeting(s).

Who Can Answer Your Questions About Voting

If you have any questions about how to vote or direct a vote in respect of your shares of Silver Eagle common stock or warrants, you may call Morrow & Co., LLC, Silver Eagle’s proxy solicitor, at (800) 662-5200.

Redemption Rights

Pursuant to Silver Eagle’s amended and restated certificate of incorporation, any holders of public shares may demand that such shares be redeemed in exchange for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the Transaction, including interest, less franchise and income taxes payable, divided by the number of then outstanding public shares, subject to the limitations described herein. If demand is properly made and the Transaction is consummated, these shares, immediately prior to the Transaction, will cease to be outstanding and will represent only the right to receive a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the Transaction, including interest, less franchise and income taxes payable, divided by the number of then outstanding public shares, subject to the limitations described herein. For illustrative purposes, based on funds in the trust account of approximately $324,849,061 on September 30, 2014 and estimated $130,000 in taxes payable, the estimated per share redemption price would have been approximately $9.99.

Redemption rights are not available to holders of warrants in connection with the Transaction.

In order to exercise your redemption rights, you must, prior to 4:30 p.m. Eastern time on [  ], 2015 (two business days before the special meeting), both:

Submit a request in writing that Silver Eagle redeem your public shares for cash to Continental Stock Transfer & Trust Company, Silver Eagle’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

and

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Deliver your public shares either physically or electronically through DTC to the transfer agent. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is Silver Eagle’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Silver Eagle does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Silver Eagle’s consent, until the vote is taken with respect to the Transaction. If you delivered your shares for redemption to Silver Eagle’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting the transfer agent at the phone number or address listed above.

It is a condition to closing under the Contribution Agreement, however, that the Contribution Amount is at least $200,850,000. Any redemptions of public shares will decrease the amount in the trust account. Therefore, in order to satisfy the condition to closing, the maximum redemption threshold is the amount that would allow the Contribution Amount to be $200,850,000. If, however, redemptions by public stockholders cause Silver Eagle to be unable meet this closing condition, then Videocon d2h will not be required to consummate the Transaction, although it may, in its sole discretion, waive this condition. In the event that Videocon d2h waives this condition, Silver Eagle does not intend to seek additional shareholder approval or to extend the time period in which its public stockholders can exercise their redemption rights. In no event, however, will Silver Eagle redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001 immediately prior to the Contribution.

Prior to exercising redemption rights, stockholders should verify the market price of Silver Eagle common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. No assurance can be made that you will be able to sell your shares of Silver Eagle common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in Silver Eagle common stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of Silver Eagle common stock will cease to be outstanding immediately prior to the Transaction and will only represent the right to receive the per-share redemption price. You will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption.

If the Transaction is not approved and Silver Eagle does not consummate an initial business combination by April 30, 2015 (or July 30, 2015 if it has entered into a letter of intent, agreement in principle or definitive agreement for an initial business combination by April 30, 2015 but has not completed the initial business combination by that date), Silver Eagle will be required to dissolve and liquidate and its warrants will expire worthless.

Appraisal Rights

Appraisal rights are not available to holders of shares of Silver Eagle common stock or warrants in connection with the Transaction.

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PROPOSAL NO. 1 — APPROVAL OF THE BUSINESS COMBINATION

Silver Eagle is asking its stockholders to approve the Contribution Agreement. Silver Eagle stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Contribution Agreement, which is attached as Annex A to this proxy statement/prospectus and is incorporated by reference herein. Please see the subsection entitled “The Contribution Agreement” below for additional information and a summary of certain terms of the Contribution Agreement. You are urged to read carefully the Contribution Agreement in its entirety before voting on this proposal.

Because Silver Eagle is holding a stockholder vote on the Transaction, its amended and restated certificate of incorporation provides that it may consummate the Transaction only if it is approved by the affirmative vote of the holders of a majority of the shares of Silver Eagle common stock that are voted at the special meeting of stockholders. In addition, under Section 271 of the Delaware General Corporaiton Law (“DGCL”), a transaction that constitutes the sale of all or substantially all the assets of a Delaware corporation requires the affirmative vote of a majority of the outstanding shares of the corporation entitled to vote thereon. Thereofore, in order to be approved under both Silver Eagle’s amended and restated certificate of incorporation and Section 271 of the DGCL, the Business Combination Proposal must be approved by the vote of a majority of the outstanding shares of Silver Eagle common stock.

The Transaction
 

Pursuant to the Contribution Agreement, Silver Eagle will contribute the funds held in the trust account, less transaction expenses, amounts used to pay Silver Eagle stockholders who properly exercise their redemption rights in connection with the vote to approve the Business Combination Proposal, payments to warrantholders (if the Warrant Amendment Proposal is approved) and reserves for liquidation and dissolution expenses, in exchange for equity shares of Videocon d2h. The Videocon d2h equity shares will be represented by Videocon d2h ADSs, with each ADS representing four Videocon d2h equity shares. The current shareholders of Videocon d2h will be entitled to be issued additional Videocon d2h equity shares equal to 11.68 million Videocon d2h ADSs following the closing subject to the achievement of certain ADS price targets for a specified period following the closing. Silver Eagle estimates that the equity shares issued by Videocon d2h will constitute between 33.42% and 38.42% of the issued share capital of Videocon d2h, depending on the number of shares redeemed by Silver Eagle’s public stockholders. See “Unaudited Pro Forma Condensed Financial Information” for further information. As soon as reasonably practicable after the closing of the Transaction, Silver Eagle’s stockholders will receive Videocon d2h ADSs in proportion to their stockholdings in Silver Eagle and Silver Eagle will dissolve and liquidate. In addition, Silver Eagle is proposing to amend the agreement governing its outstanding warrants to provide that each outstanding public warrant of Silver Eagle will be exchanged for cash in the amount of $1.00, as described more fully herein. In addition, the Sponsor and Dennis A. Miller have agreed to forfeit to Silver Eagle for no consideration 15,000,000 private placement warrants held by them. Accordingly, the private placement warrants will not be eligible to be exchanged for cash pursuant to the Warrant Amendment Proposal. A copy of the Contribution Agreement is attached to this proxy statement/prospectus as Annex A.

The Contribution Agreement

The following is a summary of the material provisions of the Contribution Agreement between Videocon d2h and Silver Eagle (which we refer to as the Contribution Agreement). This summary is qualified in its entirety by reference to the Contribution Agreement, a copy of which is included as Annex A to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference. References to the Contribution Agreement include its exhibits and schedules unless the context otherwise requires. You should read the Contribution Agreement in its entirety, as it is the legal document governing this transaction. The Contribution Agreement and this summary of its terms have been included with this proxy statement/prospectus to provide you with information regarding the terms of the Contribution Agreement.

In reviewing the representations and warranties contained in the Contribution Agreement and described in this summary it must be recognized that the parties negotiated the representations and warranties with the principal purpose of establishing the circumstances in which a party to the Contribution Agreement may have

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the right not to close the contribution if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties, rather than establishing matters as facts.

Closing and Effective Time of the Contribution

Under the terms of the Contribution Agreement, the closing of the Transaction is to take place two business days following the satisfaction or waiver of the conditions described under the subsection below entitled “Closing Conditions” (other than conditions with respect to actions the parties will take at the closing itself) or such other date as Videocon d2h and Silver Eagle may mutually determine (the “closing date”). Any delay in satisfying any conditions to the Transaction could delay completion of the Transaction. If Silver Eagle and Videocon fail to complete the Transaction on or before the later of (x) March 31, 2015 or (y) if the effective date of this registration statement has occurred (“Effective Date”), 45 business days from such Effective Date, by reason of a failure of any condition precedent of a party, the other party may terminate the Contribution Agreement, unless the failure resulted primarily from breaches of representations, warranties or covenants of the party seeking termination.

Consideration to Be Received by Silver Eagle Stockholders in the Transaction

The Contribution Agreement provides for the purchase by Silver Eagle of newly issued equity shares of Videocon d2h, in the form of Videocon d2h ADSs, in exchange for a cash amount of U.S. Dollars of at least $200,850,000.

The actual number of ADSs to be received by the holders of Silver Eagle shares who do not elect to have all of their shares redeemed is to be determined in accordance with a schedule set out in the Contribution Agreement and depends upon the actual contribution amount contributed by Silver Eagle which may not be less than $200.85 million or more than $273.35 million, which will result in the non-redeeming Silver Eagle holders owning between 33.42% to 38.42% of Videocon d2h's equity upon the closing, subject to the earn-out described below.

The number of ADSs to be issued may be adjusted if the exchange rate between the rupee and the U.S. dollar on the Effective Date has fluctuated by more than 3% since the rate on the date of the Contribution Agreement, subject to a limit (in either direction) of 10% more or less Equity Shares being issued. If the rupee / U.S. dollar exchange rate fluctuates by more than 10% against the rate prevailing on the date of the Contribution Agreement, the parties may terminate or renegotiate the Contribution Agreement.

Shareholder Earn out

The current shareholders of Videocon d2h will be entitled to be issued additional equity shares of Videocon d2h following the closing, provided that certain share price performance hurdles of the ADSs on NASDAQ are satisfied within three years of the initial listing of the ADSs. The maximum shares to be issued under this earn-out is 46,720,000 equity shares, which is equivalent to 11.68 million Videocon d2h ADSs. The earn-out shares will be issued subject to the achievement of the following price targets for the ADSs: (i) 50% of the total number of equity shares subject to the earnout provision will be released to the current stockholders of Videocon d2h if the last sales price of Videocon d2h ADSs on NASDAQ (converted into Indian rupees on each such date in accordance with the Contribution Agreement) equals or exceeds 125% of the price per Videocon d2h ADS to be issued to the Silver Eagle stockholders (converted into Indian rupees in accordance with the Contribution Agreement) (as adjusted for splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within three years following the closing date, and (ii) the remaining 50% of the total number of equity shares subject to the earnout provision will be released to the current stockholders of Videocon d2h if the last sales price of Videocon d2h ADSs on NASDAQ (converted into Indian rupees in accordance with the Contribution Agreement) equals or exceeds 150% of the price per Videocon d2h ADS to be issued to the Silver Eagle stockholders (converted into Indian rupees in accordance with the Contribution Agreement) (as adjusted for splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within three years following the closing date. However, at any time prior to the satisfaction of these share price hurdles during the three year period following the closing date, if Videocon d2h files a draft red herring prospectus for an initial public offering in India, then all the unissued equity shares and ADSs

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subject to the above described earn-out provision shall be issued prior to filing of such draft red herring prospectus, provided however that necessary actions will be taken in accordance with applicable law to cause the effect of 50% of such issuance to be nullified if the last sales price of the Videocon d2h ADSs on NASDAQ (converted into rupees) for any 20 trading days within any 30-trading day period within three years from the closing date (as adjusted for splits, dividends, reorganizations, recapitalizations and the like) does not equal or exceed 125% of the price per ADS issued to the Silver Eagle stockholders in the Transaction (converted into rupees) and the effect of the remaining 50% of such issuance to be nullified if the last sales price of the Videocon d2h ADSs on the NASDAQ (converted into rupees) for any 20 trading days within any 30-trading day period within three years from the closing date (as adjusted for splits, dividends, reorganizations, recapitalizations and the like) equals or exceeds 150% of the price per ADS issued to the Silver Eagle stockholders in the Transaction (converted into rupees).

Representations and Warranties

The Contribution Agreement contains certain representations and warranties of Videocon d2h and Silver Eagle relating to their respective businesses. The accuracy of each party’s representations and warranties, subject in certain cases to a material adverse effect standard, is a condition to completing the business combination. See “— Conditions to Complete the Transaction.”

Videocon d2h has qualified certain of the representations and warranties by a materiality or a material adverse effect / material adverse change standard. The Contribution Agreement defines “material adverse effect,” or“material adverse change” with respect to Videocon d2h, as any event, change, circumstance, effect or other matter would reasonably be expected to have a material adverse effect on (a) the business, financial condition, assets or results of operations of Videocon d2h, taken as a whole, or (b) the ability of Videocon d2h to consummate timely the Transaction; provided, however, that none of the following, either alone or in combination, will constitute, or be considered in determining whether there has been, a Material Adverse Effect: any event, change, circumstance, effect or other matter resulting from or related to (i) any outbreak or escalation of war or major hostilities or any act of terrorism, (ii) changes in laws (including any foreign or domestic federal, state or local law, statute, code, ordinance, regulation, rule, consent agreement, constitution or treaty of any governmental body, and common law), IFRS or enforcement or interpretation thereof, (iii) changes that generally affect the industries and markets in which Videocon d2h operates, (iv) changes in financial markets, general economic conditions (including prevailing interest rates, exchange rates, commodity prices and fuel costs) or political conditions, (v) any failure, in and of itself, of Videocon d2h to meet any published or internally prepared projections, budgets, plans or forecasts of revenues, earnings or other financial performance measures or operating statistics (it being understood that the facts and circumstances underlying any such failure may be considered in determining whether there has been a Material Adverse Effect), (vi) any action taken or failed to be taken pursuant to or in accordance with the Contribution Agreement or at the written request of, or consented to in writing by, Silver Eagle, or (vii) the execution or delivery of the Contribution Agreement, the consummation of the Transaction or the public announcement or other publicity with respect to any of the foregoing; provided, however, that the exceptions in clauses (i) through (iv) above will not apply to the extent that the impact of such event, change, circumstance, effect or other matter is disproportionately adverse to Videocon d2h relative to other companies in any industry in which Videocon d2h operates.

The representations and warranties set forth in the Contribution Agreement:

have been qualified by information that Videocon d2h has set out in confidential disclosure schedules in connection with signing the Contribution Agreement—the information contained in these schedules modifies, qualifies and creates exceptions to Videocon d2h’s representations and warranties in the Contribution Agreement;
have been qualified by information that Videocon d2h and Silver Eagle set out in this proxy statement / prospectus as initially submitted to the SEC and, in certain circumstances, as amended and/or supplemented;
have, in some circumstances, been qualified by Videocon d2h’s knowledge;
will survive for only a limited period following consummation of the Transaction;

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may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties to the Contribution Agreement if those statements turn out to be inaccurate; and
are subject to the materiality and material adverse effect standards described in the Contribution Agreement, which may differ from what may be viewed as material by you.

Each of Videocon d2h and Silver Eagle has made representations and warranties to the other regarding, among other things: corporate matters, including due organization and qualification; legal proceedings; authority relative to each party’s execution and delivery of the Contribution Agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the business combination; brokers’ fees the parties may have to pay in connection with the business combination; and the accuracy of information provided for inclusion in this proxy statement/prospectus.

In addition, Videocon d2h has made representations and warranties to Silver Eagle regarding, among other things: governmental and third-party filings and consents necessary to complete the Transaction; financial statements and the absence of undisclosed liabilities; the absence of certain changes or events; tax matters; capitalization; compliance with applicable laws; matters relating to certain contracts; intellectual property; employee matters and benefit plans; insurance; matters concerning related party transactions; environmental matters; permits and licenses; compliance with anti-corruption laws; the absence of restrictive agreements with governmental entities; and its properties and assets.

Conduct of Business Pending the Transaction

Each of Videocon d2h and Silver Eagle has undertaken customary covenants that place restrictions on it until the earlier of the termination of the Contribution Agreement or the effective time of the Transaction.

Each of them has agreed to use all commercially reasonable efforts to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the Transaction and, in addition each of them has agreed to:

(i) comply with procedures required by the Ministry of Information and Broadcasting for issuance of equity in Videocon d2h and all security clearance procedures;
(ii) obtain from any other governmental body any other required consents or permits or to avoid any action or proceeding by any governmental body, in connection with the authorization, execution and delivery of the Contribution Agreement and the consummation of the Transaction; and
(iii) as promptly as practicable make all necessary filings, and thereafter make any other required submissions, with respect to the Contribution Agreement required under applicable law.

Videocon d2h has further agreed that, with certain exceptions, it will not, among other things, undertake the following actions without Silver Eagle’s prior consent:

amend its articles of incorporation or bylaws in a manner that could be expected to delay or otherwise interfere with the consummation of the Transaction;
issue, sell or pledge additional shares of its capital stock or securities convertible into any such shares, or any options, warrants or rights to acquire any such shares or other convertible securities;
purchase, redeem or otherwise acquire any outstanding shares of its capital stock;
declare, set aside or pay any dividend or other distribution in respect of its capital stock;
incur any Indebtedness for borrowed money other than in the ordinary course of business (as such terms are defined in the Contribution Agreement);
terminate or materially and adversely amend any Material Contract (as such term is defined in the Contribution Agreement);
waive or release any right or claim of a material value to Videocon d2h other than in the ordinary course of business;

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sell, lease or license, or permit any material encumbrance on, any material portion of its assets other than in the ordinary course of business (including providing purchase money security interests);
acquire, by merger or consolidation with, or by purchase of all or a substantial portion of the assets or stock or, or by any other manner, any business or entity, or enter into any joint venture, partnership or other similar arrangement for the conduct of its business;
take any action outside of the ordinary course of business that causes Videocon d2h to deviate from the 2015 Budget (as defined in the Contribution Agreement) in any material respect;
enter into any transaction with any shareholder, or any affiliate of Videocon d2h, other than in the ordinary course of business consistent with the items set out in the F-4; or
agree in writing to take any of the actions outlined in the foregoing bullet points.

Access and Cooperation

Subject to the term of their existing confidentiality agreement, Videocon d2h has agreed to permit Silver Eagle and its representatives to have reasonable access to its premises, personnel and books and records prior to the consummation of the Transaction.

Notice of Developments

Prior to Closing, Videocon d2h is obligated to advise Silver Eagle of any event, fact or condition or nonoccurrence of any event, fact or condition that may constitute a breach of any representation, warranty, covenant or agreement of Videocon d2h and to describe such issue in writing. Videocon d2h is also obligated to promptly supplement the information contained in the proxy statement / prospectus and the disclosure schedule to the Contribution Agreement. If Videocon d2h supplements its disclosure (whether in the proxy statement / prospectus or the disclosure schedules) or discloses an event or circumstance that constitutes a breach of any of its representation or warranties in the Contribution Agreement, Silver Eagle may (A) terminate the Contribution Agreement, (B) accept the supplemented or updated disclosure as a cure of the failure to disclose or the breach and continue the Contribution Agreement or (C) negotiate a mutually acceptable amendment to the Contribution Agreement with Videocon.

Bringdown / Update

On the day on which Silver Eagle publicly announces the record date for its Stockholder's Meeting, or such other date as agreed to in writing, Videocon d2h is required to confirm in writing that, as of such date, it believes in good faith after taking into account its actual results for the portion of its fiscal year ending March 31, 2015 (i) there will be no material deviations from the year-end targets in the 2015 Budget for certain agreed metrics and (ii) there is no material change of Videocon d2h’s opinion on the outlook for the fiscal year ending March 31, 2016. Videocon d2h is required to provide Silver Eagle with financial and other information, including updated management accounts, which reasonably support its belief on these points.

If Videocon d2h is unable to issue the requisite confirmations, Silver Eagle may: (A) terminate the Contribution Agreement, (B) proceed with the transactions contemplated by the Contribution Agreement or (C) negotiate a mutually acceptable amendment to the Contribution Agreement with Videocon d2h.

The parties have also agreed to negotiate, in good faith, an amendment to the Contribution Agreement relating to changes in the valuation of Videocon d2h if there are revisions to certain Indian tax laws or any license fees payable to the GOI resulting in a material change in the overall profitability of, or investor outlook for, the industry in which Videocon d2h operates in India due to such change in laws.

Exclusivity

Subject to certain exceptions detailed in the Contribution Agreement, the parties have agreed to exclusivity arrangements pursuant to which neither them will entertain alternative business combination, sale, reorganizations or other organic transactions. This exclusivity agreement ends on March 31, 2015, but will be extended to the date that is forty-five (45) days after the Effective Date if the Effective Date occurs between March 1, 2015 and March 31, 2015.

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Other Pre-Closing Covenants

The parties to the Contribution Agreement have also agreed to a number of other pre-closing covenants including:

An agreement by Videocon d2h that will use its reasonable best efforts to cause the ADSs to be approved for listing on the NASDAQ Stock Market, subject to official notice of issuance, prior to the Closing Date;
An agreement by Silver Eagle that it and its executive officers will use their reasonable best efforts to ensure that the shareholders of Silver Eagle approval the Transaction;
An agreement between that parties that they will take all actions necessary so that, as of the Closing, the Board of Directors of Videocon d2h will consist of the following directors: Saurabh Pradipkumar Dhoot, Shivratan Jeetmal Taparia, Pradeep Ramwilas Rathi, Nabankur Gupta, Karunchandra Srivastava, Harry E. Sloan and Jeff Sagansky;
An agreement by Videocon d2h to provide certain resale registration rights to persons deemed to be affiliates of Silver Eagle pursuant to Rule 145(c) under the Securities Act;
An agreement by Videocon d2h to use commercially reasonable efforts to provide to Silver Eagle the interim financial statements meeting SEC requirements for inclusion in the F-4 as soon as possible;
An agreement by Videocon d2h to use its reasonable best efforts to qualify the ADSs under applicable state securities and “blue sky” laws of such jurisdictions that may be required;
An agreement by each of Silver Eagle and Videocon d2h to use their reasonable best efforts to have the F-4 and 8-A12(b) declared effective under the Securities Act and the Exchange Act, respectively, as promptly as practicable, and the agreement by Silver Eagle thereafter to file and mail or deliver the Proxy Statement to its stockholders; and
An agreement by Videocon d2h to use its reasonable best efforts to ensure that the depositary prepares and files with the SEC the F-6 in such form as complies, in all material respects, with the applicable provision of the Securities Act and the agreement by Videocon d2h to use its reasonable best efforts to ensure the F-6 is declared effective under the Securities Act prior to the closing date.

Consents; Approvals

The consummation of the Transaction is subject to the receipt of certain notices, approvals, clearances and consents from the MIB, Videocon d2h’s lenders and the effectiveness of Videocon d2h’s registration statement on Form F-4. Under the DTH License Agreement, the MIB must approve the issuance of new Equity Shares contemplated by the Contribution Agreement.

Conditions to Complete the Transaction

Each of Videocon d2h’s and Silver Eagle’s obligations to complete the Transaction is separately subject to the satisfaction or waiver, if waivable, of other conditions, including:

the other party’s representations and warranties in the Contribution Agreement being true and correct in all respects or in all material respects, as the context so requires;
the other party’s performance in all material respects of its obligations under the Contribution Agreement; and
there is not any order in effect preventing consummation of any of the transactions contemplated by the Contribution Agreement or any proceeding seeking to restrain, prevent, change or delay the consummation of any of the transactions contemplated by the Contribution Agreement

Silver Eagle’s obligation to complete the Transaction is also subject to the satisfaction or waiver, if waivable, of the following conditions:

There not having occurred, since the date of the Contribution Agreement, a Material Adverse Change on Videocon d2h;

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Videocon d2h having delivered to the depositary the Equity Shares having requested the depositary to issue ADSs to the Silver Eagle holders;
Videocon d2h having received all consents and permits of governmental bodies and any other consent required in respect of scheduled material contracts and any other consents which the parties otherwise agree are necessary for the consummation of the Transactions;
Each of the employment agreements between Videocon d2h and Saurabh Pradipkumar Dhoot, Anil Khera, Rohit Jain and Avanti Kumar Kanthaliya being in full force and effect as of the closing and before closing there has not been a change in compensation terms aggregating to more than US$500,000 without the prior written consent of Silver Eagle;
The Board of Directors of Videocon d2h consisting of (A) the following directors: Saurabh Pradipkumar Dhoot, Shivratan Jeetmal Taparia, Pradeep Ramwilas Rathi, Nabankur Gupta, Karunchandra Srivastava, Harry E. Sloan and Jeff Sagansky and (B) certain agreed alternate directors for Harry E. Sloan and Jeff Sagansky and Videocon d2h having confirmed the approval by its shareholders of resolutions appointing Harry E. Sloan, Jeff Sagansky and the alternate directors to the Board of Directors for a term of no less than 3 years and either of Harry E. Sloan or Jeff Sagansky having been appointed to the audit committee of the Board of Directors of Videocon d2h (provided they have affirmed their eligibility to serve);
The Shareholder Lockup, Tag Along and Voting Agreement having been executed and delivered by the parties thereto;
The Distribution Agent Agreement having been executed and delivered;
The Deposit Agreement having been executed and delivered;
The F-4, F-6 and 8-A registration statements having been declared effective by the SEC and in effect on the Closing Date and the ADSs will having been approved for listing on the NASDAQ Stock Market, subject to notice of issuance;
The requisite approval of the holders of Silver Eagle’s common stock contemplated by this proxy statement/prospectus, including approval of the Business Combination proposal having been obtained.
Evidence of the grant by Videocon d2h at the closing of (i) the equivalent of an additional $13 million of Equity Shares increasing ratably to a maximum of an additional $20 million of Equity Shares, based on the applicable actual Contribution Amount contributed by Silver Eagle to Videocon d2h, to be represented by ADSs, to the Sponsor at the price per ADS issued to the Silver Eagle shareholders (or such other issuances or cash payments by Videocon d2h at the closing that would result in the Sponsor receiving the same economic rights, benefits and privileges), with 50% of the Equity Shares issued pursuant to clause (i) subject to forfeiture if certain initial share price metrics are not satisfied and the remaining 50% of such Shares issued pursuant to clause (i) subject to forfeiture if certain later applying share price metrics are not been satisfied and (ii) the equivalent of $7 million of Equity Shares, to be represented by ADSs, to Mr. Saurabh Dhoot at the at the price per ADS issued to the Silver Eagle shareholders (or such other issuances or cash payments by Videocon d2h at the closing that would result in Mr. Saurabh Dhoot receiving the same economic rights, benefits and privileges), with 50% of the Equity Shares issued pursuant to clause (ii) subject to forfeiture if the initial share price metrics are not been satisfied and the remaining 50% of such Shares issued pursuant to clause (ii) subject to forfeiture if the later applying share price metrics are not been satisfied;
Videocon d2h having adopted a policy with respect to compliance with the Foreign Corrupt Practices Act of 1977, as amended;
The depositary having furnished a confirmation of the deposit with it or the custodian of the Equity Shares being so deposited and the payment by Videocon d2h of any fees payable to the depositary; and

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Videocon d2h having delivered to Silver Eagle a certificate of the Secretary of Videocon d2h, dated as of the closing date, attaching and certifying the organizational documents and authorizing resolutions of Videocon d2h and certifying the incumbency and signatures of the persons signing the Contribution Agreement and the ancillary agreements related to the Contribution Agreement and customary closing certificates and other instruments and documents required by the agreement.

Conditions to Obligation of Videocon d2h

The obligation of Videocon d2h to consummate the Transaction is subject to the satisfaction (or waiver by Videocon d2h), at or prior to the closing, of each of the following conditions:

Silver Eagle having obtained the requisite approval of the holders of Silver Eagle’s common stock contemplated by this proxy statement/prospectus, including approval of the Business Combination Proposal;
Silver Eagle has delivered to Videocon d2h at the closing a certificate, in form and substance reasonably satisfactory to Videocon d2h, confirming that each of the conditions specified above is satisfied;
In accordance with the Contribution Agreement, Silver Eagle has deposited the Contribution Amount to an account designated by Videocon d2h;
Silver Eagle has delivered to Videocon d2h a certificate of the Secretary of Silver Eagle, dated as of the closing date, attaching and certifying the organizational documents and authorizing resolutions of Silver Eagle and certifying the incumbency and signatures of the persons signing the Contribution Agreement and the ancillary agreements related to the Contribution Agreement;
Silver Eagle has received all consents and permits of governmental bodies and other persons and entities necessary for the consummation of the Transaction; and
The Sponsor Lockup Agreement having been executed and delivered by the parties thereto.

Post-Closing Covenants of the Parties

Videocon d2h has the following post-closing covenants under the Contribution Agreement:

Maintaining the Listing – Videocon d2h will maintain the listing of the ADSs on the NASDAQ Stock Market for no less than 5 years from the closing date; provided that, Videocon d2h will be under no obligation to maintain the listing upon at least 6 months’ prior written notice to the holders if: (i) Videocon d2h has Equity Shares listed on the BSE or other well-known and recognized international exchange outside the United States with an aggregate value in excess of $100 million held by non-affiliates of Videocon d2h, (ii) there are material changes in the laws of the United States following the closing date that require direct expenses by Videocon d2h of more than $3 million per annum in respect of maintaining such listing on the NASDAQ Stock Market and (iii) the 3 month daily average trading value of the ADSs on NASDAQ Stock Market is less than $1.0 million.
Providing Indemnification to its Directors – From and after the closing, Videocon d2h will provide or will cause to be provided to its directors customary indemnification coverage including rights to indemnification, advancement of expenses, and directors’ and officers’ insurance which are at least as favorable to such individuals as the rights to advancement of expenses, and directors’ and officers’ insurance consistent with industry standards, including by entering into indemnification agreements with the covered persons which provide such rights.
Audit Committee Composition – Videocon d2h has agreed that Harry E. Sloan or Jeff Sagansky will be a member of the audit committee of the Board of Directors of Videocon d2h for so long as one or the other or either of their alternates remains a director and for so long as they continue to satisfy all requirements at law and stock exchange requirements with respect to services on such audit committee.

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Silver Eagle made the following covenants under the Contribution Agreement:

Payment of its Expenses – Silver Eagle will be responsible for and will pay the amount payable in respect of any all legal professional or transaction-related costs, fees and expenses incurred by Silver Eagle or its affiliates in connection with the Contribution Agreement or the Transaction.

Termination

The Contribution Agreement may be terminated as provided below:

By Mutual Consent – Videocon d2h and Silver Eagle may terminate by mutual written consent at any time prior to the closing.
By either party based on Exchange Rate Movements – Either Videocon d2h or Silver Eagle may terminate in the event the rupee/U.S. dollar exchange rate has either appreciated or depreciated more than 10% versus the base rate calculated in accordance with the Contribution Agreement on the last trading day before the effective date of Videocon d2h’s registration statement on Form F-4, or the parties may agree to negotiate additional adjustments or renegotiate the amounts set forth in the Contribution Agreement.
By Videocon based on Silver Eagle Breaches, etc. – Videocon d2h may terminate (i) in the event Silver Eagle has breached or failed to perform in any material respect any representation, warranty, or covenant contained in the Contribution Agreement which breach or failure to perform (a) would cause any condition precedent to obligations of Videocon d2h under the Contribution Agreement not to be satisfied and (b) either cannot be cured or, if curable, is not cured by Silver Eagle on or before the earlier of March 31, 2015 and the date which is 30 business days following receipt by Silver Eagle of written notice of such breach or failure or (ii) if the closing will not have occurred on or before the later of (x) March 31, 2015 or (y) if the Effective Date has occurred, 45 business days from the Effective Date, by reason of the failure of any such condition precedent (unless the failure results primarily from Videocon d2h itself materially breaching any representation, warranty, or covenant contained in the Contribution Agreement).
By Silver Eagle Based on Videocon d2h Breaches etc. – Silver Eagle may terminate (i) in the event Videocon d2h has breached or failed to perform in any material respect any representation, warranty, or covenant contained in the Contribution Agreement which breach or failure to perform (a) would cause any condition precedent to obligations of Silver Eagle under the Contribution Agreement not to be satisfied and (b) either cannot be cured or, if curable, is not cured by Videocon d2h on or before the earlier of March 31, 2015 and the date which is 30 business days following receipt by Videocon d2h of written notice of such breach or failure or (ii) if the closing will not have occurred on or before the later of (x) March 31, 2015 or (y) if the Effective Date has occurred, 45 business days from the Effective Date, by reason of the failure of any such condition precedent (unless the failure results primarily from Silver Eagle itself materially breaching any representation, warranty, or covenant contained in the Contribution Agreement).
By Silver Eagle If it Does Not Accept Supplementations, Changes to Disclosure – Silver Eagle may terminate if any supplementation of the Contribution Agreement, disclosure schedule or the F-4 occurs or any disclosure is made regarding the untruth of any representation or warranty made in the Contribution Agreement. In such cases, Silver Eagle will have the option of either (i) terminating the Contribution Agreement, (ii) accepting such supplemented Agreement, the F-4 and/or additional disclosure, as applicable, in which event such supplementation and/or additional disclosure will operate as a cure of the failure to disclose the information, or a cure of the breach of any representation or warranty made therein, or (iii) negotiating and entering into with Videocon d2h an amendment to the Contribution Agreement acceptable to Silver Eagle and Videocon d2h on such terms as they may agree.
By Silver Eagle If Videocon d2h Fails To Confirm That It Will Meet Certain Business Metrics – Silver Eagle may terminate in the event Videocon d2h does not confirm that there are no material deviations from the year-end targets in the 2015 budget or provide applicable financial and other information as provided in Videocon d2h’s covenants in the Contribution Agreement. Silver