SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM
10-K







x
            Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934




For
the fiscal year ended December 31, 2007




 ̈
            Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934




For
the transition period from 
to




Commission
File Number 001-33553





GSC
ACQUISITION COMPANY


(Name
of Issuer in Its Charter)







Delaware
            
            20-5779392(State
      of Incorporation)
            
            (Issuer
              I.R.S.
      Employer I.D. Number)




500
      Campus Drive, Suite 220, Florham Park, New Jersey
            
            07932(Address
      of principal executive offices)
            
            (zip
      code)




(973)
437-1000


(Issuer’s
Telephone Number, Including Area Code)




Securities
registered pursuant to Section 12(b) of the Act:




Title
      of Each Class
            
            Name
      of Each Exchange on Which RegisteredUnits
      consisting of one share of Common Stock, par value $.001
              per
      share, and one Warrant
            
            American
      Stock ExchangeCommon
      Stock, $.001 par value per share
            
            American
      Stock ExchangeWarrants
      to purchase shares of Common Stock
            
            American
      Stock Exchange




Securities
registered pursuant to Section 12(g) of the
Act:  None









Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.    Yes   ̈    
No  x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act.     ̈







Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirement for the
past 90 days.    Yes  x    No   ̈




Indicate
by check mark if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-K contained in this form, and no disclosure will
be contained, to the best of the registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.    x




Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check
one).




Large
accelerated filer   ̈    Accelerated
filer   ̈    Non-accelerated
filer  x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)    Yes  x    No   ̈




Issuer’s
revenues for the fiscal year ended December 31, 2007 was $0.




As of
September 30, 2007 (the last business day of the Registrant’s most recently
completed third fiscal quarter), the aggregate market value of the Registrant’s
Common Stock (based on the closing price on the American Stock Exchange on that
date) held by non-affiliates of the Registrant was approximately $190.7
million.




As of
March 13, 2008, there were 25,200,000 shares of Common Stock, $.001 par
value per share, outstanding.

















SAFE
HARBOR STATEMENT





This
Annual Report on Form 10-K contains statements relating to future results of GSC
Acquisition Company (including certain projections and business trends) that are
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and are subject to the “safe harbor” created by
those sections. Forward-looking statements frequently are identifiable by the
use of words such as “may,” “should,” “could,” “would,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms
and other similar expressions. Our actual results may differ materially from
those projected as a result of certain risks and uncertainties. These risks and
uncertainties include, but are not limited to, those set forth in Item 1A. Risk
Factors and elsewhere in this Annual Report on Form 10-K and those detailed from
time to time in our other filings with the Securities and Exchange Commission.
These forward-looking statements are made only as of the date hereof, and we
undertake no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or
otherwise.





PART
I






ITEM 1. BUSINESS




References
to “we,” “us,” or the Company are to GSC Acquisition Company in this Annual
Report on Form 10-K.




GSC
Acquisition Company is a blank check company formed on October 26, 2006 for the
purpose of acquiring, through a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or other similar business
combination, one or more businesses or assets, which we refer to as our initial
business combination.  Our efforts in identifying a prospective target
business will not be limited to a particular industry. Instead we will focus on
industries and target businesses in the United States and Europe that may
provide significant opportunity for growth.





The
registration statement for our initial public offering (“IPO”) was declared
effective June 25, 2007. On June 28, 2007, we consummated a private placement of
4,000,000 warrants (the “Initial Founder’s Warrants”) to GSC Secondary Interest
Fund, LLC, our founding stockholder (the “Founding Stockholder”), at $1.00 per
Initial Founder’s Warrant generating gross proceeds of $4.0 million (the
“Private Placement”). On June 29, 2007, our IPO of 20,700,000 units (“Units”)
was consummated, including 2,700,000 Units subject to the underwriters’
over-allotment option.  Each Unit consists of one share of common stock of
the Company, $0.001 par value per share (“Common Stock”), and one warrant
(“Warrant”) to purchase one share of Common Stock.  The Units were
sold at an offering price of $10.00 per Unit, generating gross proceeds of
$207.0 million.





A total of
approximately $201.7 million, including $191.5 million of the IPO proceeds net
of the underwriters’ discount and commission of $14.5 million and offering costs
of $1.0 million, $4.0 million from the sale of warrants to the Founding
Stockholder and $6.2 million of deferred underwriting discounts and commissions,
has been placed in a trust account at JPMorgan Chase Bank, N.A., with the
American Stock Transfer & Trust Company serving as
trustee.  Except for a portion of the interest income permitted to be
released to us, the proceeds held in trust will not be released from the trust
account until the earlier of the completion of our initial business combination
or our liquidation.  Under the terms of the investment management
trust agreement, up to a total of $2.4 million of interest income (net of taxes
payable) may be released to us, subject to availability.  For the
period from inception to December 31, 2007, approximately $1.4 million was
released to us in accordance with these terms.  As of December 31,
2007, the balance in the trust account was approximately $203.3
million.





All
activity through December 31, 2007 relates to the formation of the Company, our
initial public offering and efforts to identify prospective target
businesses.  We are not presently engaged in, and we will not engage
in, any substantive commercial business until we consummate a business
combination. We intend to utilize our cash, including the funds held in the
trust account, capital stock, debt or a combination of the foregoing in
effecting a business combination.




Selection
of a target business and structuring of a business combination





Our
efforts in identifying prospective target businesses will not be limited to a
particular industry.  Instead, we intend to focus on various
industries and target businesses in the United States and Europe that may
provide significant opportunities for growth.  We anticipate that
target business candidates will be brought to our attention from various
unaffiliated sources, including investment bankers, venture capital funds,
private equity funds, leveraged buyout funds, management buyout funds and other
members of the financial community, who may present solicited or unsolicited
proposals. Our officers and directors as well as their affiliates may also bring
to our attention target business candidates.  We









have
engaged professional firms that specialize in business acquisitions to assist us
in our search for a target business.  We are required to pay such
firms a finder’s fee which is a pure contingency and only payable if we complete
a transaction with the target they identify.  In no event, however,
will we pay the Founding Stockholder, any of our officers, directors or GSC
Group or our or their affiliates for any finder’s fees, reimbursements or cash
payments or other compensation for services rendered to us prior to or in
connection with the consummation of a business combination, other than a payment
of an aggregate of $7,500 per month to GSCP (NJ) Holdings, L.P., an affiliate of
our Founding Stockholder for office space, secretarial and administrative
services; and reimbursement for any out-of-pocket expenses related to our
initial public offering or identifying, investigating and consummating an
initial business combination. Our audit committee will review and approve all
payments made to our Founding Stockholder, officers, directors or our or their
affiliates, other than the $7,500 per month payment described in the prior
sentence, and any payments made to members of our audit committee will be
reviewed and approved by our board of directors, with any interested director
abstaining from such review and approval.




The
Company’s management has broad discretion with respect to the specific
application of the net proceeds of the IPO, although substantially all of the
net proceeds of the IPO are intended to be generally applied toward consummating
a business combination with an existing operating company. As used herein, a
“Target Business” shall mean one or more businesses or assets that, at the time
of our initial business combination, has a fair market value of at least 80% of
the balance in the trust account (excluding deferred underwriting discounts of
$6.2 million) described below and a “Business Combination” shall mean the
acquisition by the Company through a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or other similar business
combination, of such Target Business.





Subject to
the requirement that our initial business combination must be with a business
that satisfies the criteria of a Target Business at the time of such initial
business combination, our management will have virtually unrestricted
flexibility in identifying and selecting a prospective Target Business. However,
we will only consummate a business combination in which we become the
controlling shareholder of the target. The key factors that we will rely on in
determining controlling shareholder status would be our acquisition of at least
51% of the voting equity interests of the target company and control of the
majority of any governing body of the target company. We will not consider any
transaction that does not meet such criteria. In addition, we will not enter
into our initial business combination with any entity in which any of our
officers, directors or GSC Group or its affiliates has a financial
interest.





In
evaluating a prospective Target Business, our management will consider a variety
of criteria and guidelines, including the following:




·
              financial
      condition and results of
operations;
  ·
                  growth
      potential;
  ·
                    brand
      recognition and potential;
  ·
                      experience
      and skill of management and availability of additional
      personnel;
  ·
                        capital
      requirements;
  ·
                          stage
      of development of the business and its products or
      services;
  ·
                            existing
      distribution arrangements and the potential for
      expansion;
  ·
                              degree
      of current or potential market acceptance of the products or
      services;
  ·
                                proprietary
      aspects of products and the extent of intellectual property or other
      protection for products or
formulas;
  ·
                                  impact
      of regulation on the
business;
  ·
                                    seasonal
      sales fluctuations and the ability to offset these fluctuations through
      other business combinations, introduction of new products, or product line
      extensions;
  ·
                                      costs
      associated with effecting the business
  combination;
  ·
                                        industry
      leadership, sustainability of market share and attractiveness of market
      sectors in which target business
  participates;
  2
  ·
                                          degree
      to which GSC Group’s investment professionals have investment experience
      and have had success in the target business’s
      industry;
 ·
                                              ability
      for GSC Group to add value post business combination;
      and
 ·
                                                  macro
      competitive dynamics in the industry within which each company
      competes.




These
criteria are not intended to be exhaustive. Any evaluation relating to the
merits of a particular initial business combination will be based, to the extent
relevant, on the above factors as well as other considerations deemed relevant
by our management to our business objective. In evaluating a prospective Target
Business, we expect to conduct an extensive due diligence review which will
encompass, among other things, meetings with incumbent management and employees,
document reviews, interviews of customers and suppliers, inspection of
facilities, as well as review of financial and other information which will be
made available to us.




The time
required to select and evaluate a Target Business and to structure and complete
the initial business combination, and the costs associated with this process,
are not currently ascertainable with any degree of certainty. We expect that due
diligence of prospective Target Businesses will be performed by some or all of
our officers, directors and GSC Group investment professionals. We may engage
market research firms or third-party consultants to assist us with performing
due diligence and valuations of the target company. Any costs incurred with
respect to the identification and evaluation of a prospective Target Business
with which a potential or initial business combination is not ultimately
completed will result in our incurring losses and will reduce the funds we can
use to complete an initial business combination.




Fair
Market Value of Target Business




As noted
above, the initial Target Business that we acquire must have a fair market value
equal to at least 80% of the balance in the trust account (excluding deferred
underwriting discounts of $6.2 million) at the time of such acquisition. The
fair market value of such business will be determined by our board of directors
based upon one or more standards generally accepted by the financial community
(such as actual and potential sales, earnings, cash flow and/or book value). If
our board is not able to independently determine that the Target Business has a
sufficient fair market value, we will obtain an opinion from an unaffiliated,
independent investment banking firm with respect to the satisfaction of such
criteria. We will not be required to obtain an opinion from an investment
banking firm as to the fair market value if our board of directors independently
determines that the Target Business has sufficient fair market
value.




Lack
of business diversification




While we
may seek to effect business combinations with more than one Target Business, our
initial Business Combination must involve one or more Target Businesses whose
collective fair market value meets the criteria discussed above at the time of
such initial Business Combination. Consequently, we expect to complete only a
single Initial Business Combination, although this may entail a simultaneous
combination with several operating businesses. At the time of our initial
Business Combination, we may not be able to acquire more than one Target
Business because of various factors, including complex accounting or financial
reporting issues. For example, we may need to present pro forma financial
statements reflecting the operations of several Target Businesses as if they had
been combined historically.




A
simultaneous combination with several Target Businesses also presents logistical
issues, such as the need to coordinate the timing of negotiations, proxy
statement disclosure and closings. In addition, if conditions to closings with
respect to one or more of the Target Businesses are not satisfied, the fair
market value of the businesses could fall below the required fair market value
threshold described above.




Accordingly,
while it is possible that our initial Business Combination may involve more than
one Target Business, we are more likely to choose a single target business if
all other factors appear equal. This means that for an indefinite period of
time, the prospects for our success may depend entirely on the future
performance of a single target business. Unlike other entities that have the
resources to complete business combinations with multiple entities in one or
several industries, it is probable that we will not have the resources to
diversify our operations and mitigate the risks of being in a single line of
business. By consummating our initial business combination with only a single
entity, our lack of diversification may subject us to negative economic,
competitive and regulatory developments, in the particular industry in which we
operate after our initial business combination.




If we
complete our initial business combination structured as a merger in which the
consideration is our stock, we could have a significant amount of cash available
to make subsequent add-on acquisitions.




3




Limited
ability to evaluate the target business’s management




We will
independently evaluate the quality and experience of the existing management of
a Target Business and will make an assessment as to whether or not they should
be replaced on a case-by-case basis. As an example, a company in weak financial
condition may be experiencing difficulties because of its capitalization and not
because of its operations, in which case operating management may not need to be
replaced.




Although
we intend to closely scrutinize the management of a prospective Target Business
when evaluating the desirability of effecting an initial Business Combination
with that business, we cannot assure you that our assessment of the Target
Business’s management will prove to be correct. In addition, we cannot assure
you that management of the Target Business will have the necessary skills,
qualifications or abilities to manage a public company. Furthermore, the future
role of our officers and directors, if any, in the Target Business cannot
presently be stated with any certainty. While it is possible that one or more of
our officers and directors will remain associated in some capacity with us
following our initial Business Combination, a final determination of their
continued involvement with the business upon completion of an initial Business
Combination will be made jointly with our board of directors and based on the
facts and circumstances at the time. The goal of our board of directors will be
to ensure that they select the best management team to pursue our business
strategy. If they determine that the incumbent management of an acquired
business should be replaced and that one or more of our officers and directors
is the best available replacement, it is possible that some of our officers or
directors will devote some or all of their efforts to our affairs subsequent to
our initial Business Combination.




Following
our initial Business Combination, we may seek to recruit additional managers to
supplement the incumbent management of the Target Business. We cannot assure you
that we will have the ability to recruit additional managers, or that additional
managers will have the requisite skills, knowledge or experience necessary to
enhance the incumbent management.




Opportunity
for stockholder approval of business combination





We will
seek stockholder approval before it will effect any Business Combination, even
if the Business Combination would not ordinarily require stockholder approval
under applicable state law.  In connection with the stockholder vote
required to approve any Business Combination, our Founding Stockholder and two
of our directors have agreed to vote the shares of common stock they owned
immediately before this IPO in accordance with the majority of the shares of
common stock voted by the Public Stockholders. This voting arrangement shall not
apply to any shares purchased by them in the open market. “Public Stockholders”
is defined as the holders of common stock sold as part of the Units in the IPO
(“IPO Shares”) or in the secondary market. The Company will proceed with a
Business Combination only if a quorum is constituted and a majority of the IPO
Shares voted by the Public Stockholders, in person or by proxy, are voted in
favor of the Business Combination and Public Stockholders holding not more than
20% of the IPO Shares (minus one share) vote against the business combination
and exercise their conversion rights (as described below). If a majority of the
shares of common stock voted by the Public Stockholders are not voted in favor
of a proposed initial Business Combination, we may combine with a different
Target Business meeting the fair market value criterion described above so long
as such combination is approved by public stockholders prior to June 25,
2009.




In
connection with seeking stockholder approval of a business combination, we will
furnish our stockholders with proxy solicitation materials prepared in
accordance with the Exchange Act, which, among other matters, will include a
description of the operations of the Target Business and audited historical
financial statements of the business.




Conversion
rights




At the
time we seek stockholder approval of any Business Combination, we will offer the
holders of IPO Shares (but not any of our Founders to the extent they purchased
IPO Shares) the right to have such shares converted to cash if the stockholder
votes against the Business Combination and the Business Combination is approved
and completed. The actual per-share conversion price will be equal to the amount
in the trust account (before payment of deferred underwriting discounts and
commissions and including interest earned on their pro rata portion of the trust
account, net of income taxes payable on such interest and net of interest income
of up to $2.4 million on the trust account balance previously released to us to
fund our working capital requirements), as of two business days prior to the
consummation of the Business Combination, divided by the total number of IPO
Shares. As of December 31, 2007, the per-share conversion price would have
been approximately $9.86.
An eligible stockholder may request conversion at any time after the mailing to
our stockholders of the proxy statement and prior to the vote taken with respect
to a proposed Business Combination at a meeting held for that purpose, but the
request will not be granted unless the stockholder votes against the Business
Combination and the Business Combination is approved and completed. Any request
for conversion, once made, may be withdrawn at any time up to the date of the
meeting. It is anticipated that the funds to be distributed to stockholders
entitled to convert their shares who elect conversion will be distributed
promptly after completion of a Business Combination. We will not complete any
Business Combination if stockholders owning 20% or more of the IPO Shares both
vote against the




4


Business
Combination and exercise their conversion rights. Holders of IPO Shares who
convert their stock into their share of the trust account still have the right
to exercise any warrants they continue to hold.




Liquidation
if no business combination




If we do
not effect a Business Combination by June 25, 2009, we will dissolve and
distribute to our Public Stockholders on a pro rata basis the amount in the
trust account at such time (less any income taxes payable on interest income and
interest income released prior to such time to us to fund our working capital
requirements as well as interest of up to $75,000 that may be released to us
should we have no or insufficient working capital remaining to fund the costs
and expenses of liquidation) plus any remaining net assets of the Company not
used for or reserved to pay obligations and claims or such other corporate
expenses relating to or arising from our plan of dissolution and distribution,
including costs of dissolving and liquidating the Company.  In the
event of liquidation, it is likely that the per share value of the residual
assets remaining available for distribution (including trust account assets)
will be less than the IPO price per Unit in the IPO (assuming no value is
attributed to the Warrants contained in the Units). Our Founding Stockholder and
two of our directors who owned shares of our common stock immediately prior to
our IPO (“Initial Founder’s Shares”) whom we refer to collectively as our
“Founders”, have waived their rights to participate in any liquidation
distribution with respect to their Founder Shares. There will be no distribution
from the trust account with respect to our warrants, which will expire worthless
if we liquidate.




If we were
to expend all of the net proceeds of our initial public offering, other than the
proceeds deposited in the trust account, and without taking into account
interest earned on the trust account, the initial per-share liquidation price
would be $9.74 or $0.26 less than the public offering per unit price of
$10.00.  However, the proceeds deposited in the trust account could
become subject to the claims of our creditors which could be prior to the claims
of our public stockholders.  We cannot assure you that the actual per
share liquidation price will not be less than $9.74 plus interest (net of taxes
payable, which taxes, if any, shall be paid from the trust
account).




Competition




In
identifying, evaluating and selecting a Target Business for our initial business
combination, we may encounter intense competition from other entities having a
business objective similar to ours, including other blank check companies,
private equity groups and leveraged buyout funds, as well as operating
businesses seeking acquisitions. Many of these entities are well established and
have extensive experience identifying and effecting business combinations
directly or through affiliates. Moreover, many of these competitors possess
greater financial, technical, human and other resources than us. While we
believe there are numerous potential Target Businesses with which we could
combine, our ability to acquire larger Target Businesses will be limited by our
available financial resources. This inherent limitation gives others an
advantage in pursuing the acquisition of a Target Business.
Furthermore:




·
                  our
      obligation to seek stockholder approval of our initial business
      combination or obtain necessary financial information may delay the
      completion of a
transaction;
 ·
                        our
      obligation to convert into cash shares of common stock held by our public
      stockholders who vote against the initial business combination and
      exercise their conversion rights may reduce the resources available to us
      for an initial business
  combination;
 ·
                              our
      outstanding warrants and the future dilution they potentially represent
      may not be viewed favorably by certain Target Businesses;
      and
 ·
                                    the
      requirement to acquire an operating business that has a fair market value
      equal to at least 80% of the balance of the trust account at the time of
      the acquisition (excluding deferred underwriting discounts and commissions
      of $6.2 million) could require us to acquire the assets of several
      operating businesses at the same time, all of which sales would be
      contingent on the closings of the other sales, which could make it more
      difficult to consummate the Business
      Combination.


In
addition, a number of other blank check companies completed initial public
offerings in 2007 and are now seeking to complete an initial business
combination.  See “Risk Factors – We may face significant competition
from numerous other companies with a business plan similar to ours seeking to
effectuate a business combination.”  Any of these factors may place us
at a competitive disadvantage in successfully negotiating a Business
Combination.




5


Employees




We
currently have two officers. These individuals are not obligated to devote any
specific number of hours to our business and intend to devote only as much time
as they deem necessary to our business. We do not expect to have any full-time
employees prior to the consummation of a Business Combination.






ITEM 1A.  RISK
FACTORS





Risks
associated with our business




We
are a development stage company with no operating history and no revenues, and
you have no basis on which to evaluate our ability to achieve our business
objective.




We are a
development stage company with limited operating results. Because we lack an
operating history, you have no basis on which to evaluate our ability to achieve
our business objective of completing an initial business combination with one or
more target businesses. We have no plans, arrangements or understandings with
any prospective target businesses concerning an initial business combination and
may be unable to complete an initial business combination. We will not generate
any revenues from operating activities until, at the earliest, after completing
an initial business combination. We cannot assure you as to when, or if, an
initial business combination will occur. If we expend all of the funds not held
in trust and interest income earned of up to $2.4 million on the balance of the
trust account that may be released to us to fund our working capital
requirements in seeking an initial business combination, of which approximately
$1.4 million has been released as of December 31, 2007, but fail to complete
such an initial combination, we may never generate any operating
revenues.





We
may not be able to consummate our initial business combination within the
required time frame, in which case we would be forced to dissolve and
liquidate.




We must
complete our initial business combination with one or more target businesses
that have a fair market value of at least 80% of the amount held in our trust
account at the time of the initial business combination (excluding deferred
underwriting discounts and commissions of $6.2 million) by June 25,
2009.  If we fail to consummate a business combination by June 25,
2009, we will be forced to dissolve and liquidate. We may not be able to find
one or more suitable target businesses within the required time frame. In
addition, our negotiating position and our ability to conduct adequate due
diligence on any potential target may be reduced as we approach the deadline for
the consummation of an initial business combination.  GSC Group, which
includes our Founding Stockholder, is a manager of assets in niche markets and
complex areas including distressed investing (predominately control-oriented),
corporate credit and real estate.  Because of the nature of GSC
Group’s business, executives associated with GSC Group, including Messrs,
Eckert, Frank and Kaufman, occasionally receive unsolicited inquiries that
identify companies that are potentially for sale, however we will not use
information relating to specific target businesses that was known by GSC Group’s
investment professionals or any other affiliates prior to the completion of the
IPO on June 29, 2007.





If
we liquidate before concluding an initial business combination, our public
stockholders will receive less than $10.00 per share on distribution of trust
account funds and our warrants will expire worthless.




If we are
unable to complete an initial business combination and must liquidate our
assets, the per-share liquidation distribution will be less than $10.00 because
of the expenses of the IPO, our general and administrative expenses and the
costs of seeking an initial business combination. Furthermore, our outstanding
warrants are not entitled to participate in a liquidation distribution and the
warrants will therefore expire worthless if we liquidate before completing an
initial business combination. As a result, the purchasers of our shares and
warrants may realize less than $10 for each such share, and may not receive any
money for such warrant.




We
may require stockholders who wish to convert their shares to comply with
specific requirements for conversion that may make it more difficult for them to
exercise their conversion rights prior to the deadline for exercising conversion
rights.




We may
require public stockholders who wish to convert their shares to tender their
certificates to our transfer agent prior to the shareholder meeting or to
deliver their shares to the transfer agent electronically using the Depository
Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. In order to
obtain a physical stock certificate, a stockholder’s broker and/or clearing
broker, DTC and our transfer agent will need to act to facilitate this request.
It is our understanding that stockholders should generally allot at least two
weeks to obtain physical certificates from the transfer agent. However, because
we do not have any control over this process or over the brokers or DTC, it may
take significantly




6




longer
than two weeks to obtain a physical stock certificate. If it takes longer than
anticipated to obtain a physical certificate, stockholders who wish to convert
may be unable to obtain physical certificates by the deadline for exercising
their conversion rights and thus will be unable to convert their
shares.




An
effective registration statement must be in place in order for a warrant holder
to be able to exercise the warrants, otherwise the warrants will expire
worthless.




No
warrants will be exercisable and we will not be obligated to issue shares of
common stock upon exercise of warrants by a holder unless, at the time of such
exercise, we have an effective registration statement under the Securities Act
covering the shares of common stock issuable upon exercise of the warrants and a
current statutory prospectus relating to them is available. Although we have
undertaken in the warrant agreement, and therefore have a contractual
obligation, to use our best efforts to have an effective registration statement
covering shares of common stock issuable upon exercise of the warrants from the
date the warrants become exercisable and to maintain a current prospectus
relating to that common stock until the warrants expire or are redeemed, and we
intend to comply with our undertaking, we cannot assure you that we will be able
to do so or that we will be able to prevent the warrants from expiring
worthless. Holders of warrants may not be able to exercise their warrants, the
market for the warrants may be limited and the warrants may be deprived of any
value if there is no effective registration statement covering the shares of
common stock issuable upon exercise of the warrants or the prospectus relating
to the common stock issuable upon the exercise of the warrants is not current.
In such event, the holder of a unit will have paid the entire unit purchase
price for the common stock contained in the unit as the warrant will be
worthless. Holders of warrants will not be entitled to a cash settlement for
their warrants if we fail to have an effective registration statement or a
current prospectus available relating to the common stock issuable upon exercise
of the warrants, and holders’ only remedies in such event will be those
available if we are found by a court of law to have breached our contractual
obligation to them by failing to do so.





You
will not be entitled to protections normally afforded to investors in blank
check companies.




Since we
have net tangible assets in excess of $5 million, the SEC has taken the position
that we are exempt from Rule 419 under the Securities Act, which is designed to
protect investors in blank check companies. Accordingly, investors in our
securities will not receive the benefits or protections of Rule 419. Among other
things, this means we will have a longer period of time to complete a business
combination in some circumstances than do companies subject to Rule 419.
Moreover, offerings subject to Rule 419 would prohibit the release of any
interest earned on funds held in the trust account to us unless and until the
funds in the trust account were released to us in connection with our
consummation of an initial business combination.




Under
Delaware law, a court could invalidate the requirement that certain provisions
of our amended and restated certificate of incorporation be amended only by
unanimous consent of our stockholders; amendment of those provisions could
reduce or eliminate the protections they afford to our
stockholders.




Our
amended and restated certificate of incorporation contains certain requirements
and restrictions that apply to us until the consummation of our initial business
combination. Specifically, our amended and restated certificate of incorporation
provides, among other things, that:




·
                prior
      to the consummation of our initial business combination, we shall submit
      the initial business combination to our stockholders for
      approval;
 ·
                        we
      may consummate our initial business combination if approved by a majority
      of the shares of common stock voted by our public stockholders at a duly
      held stockholders meeting, and public stockholders owning up to 20% of the
      shares (minus one share) sold in our IPO have voted against the business
      combination and exercise their conversion
      rights;
 ·
                                if a
      proposed initial business combination is approved and consummated, public
      stockholders who exercised their conversion rights and voted against the
      initial business combination may convert their shares into cash at the
      conversion price on the closing date of such initial business
      combination;
 ·
                                        if
      our initial business combination is not consummated by June 25, 2009, then
      our existence will terminate and we will distribute all amounts in the
      trust account (except for such amounts as are paid to creditors or
      reserved for payment to creditors in accordance with Delaware law) and any
      net assets remaining outside the trust account on a pro rata basis to all
      of our public
  stockholders;
 ·
                                                we
      may not consummate any other business combination, merger, capital stock
      exchange, asset acquisition, stock purchase, reorganization or similar
      transaction prior to our initial business
      combination;
 7
 
  ·
                                                            prior
      to our initial business combination, we may not issue additional stock
      that participates in any manner in the proceeds of the trust account, or
      that votes as a class with the common stock sold in our IPO on a business
      combination;
 ·
                                                                      our
      audit committee shall monitor compliance on a quarterly basis with the
      terms of our IPO and, if any noncompliance is identified, the audit
      committee is charged with the immediate responsibility to take all action
      necessary to rectify such noncompliance or otherwise cause compliance with
      the terms of our
IPO;
 ·
                                                                                the
      audit committee shall review and approve all payments made to our
      officers, directors and our and their affiliates, other than the payment
      of an aggregate of $7,500 per month to GSCP (NJ) Holdings, L.P. for office
      space, secretarial and administrative services, and any payments made to
      members of our audit committee will be reviewed and approved by our board
      of directors, with any interested director abstaining from such review and
      approval;
and
 ·
                                                                                          we
      will not enter into our initial business combination with any entity in
      which any of our officers, directors or GSC Group or its affiliates has a
      financial
interest.
 Our
amended and restated certificate of incorporation requires that prior to the
consummation of our initial business combination we obtain unanimous consent of
our stockholders to amend these provisions. However, the validity of unanimous
consent provisions under Delaware law has not been settled. A court could
conclude that the unanimous consent requirement constitutes a practical
prohibition on amendment in violation of the stockholders’ statutory rights to
amend the corporate charter. In that case, these provisions could be amended
without unanimous consent, and any such amendment could reduce or eliminate the
protection these provisions afford to our stockholders. However, we view all of
the foregoing provisions as obligations to our stockholders. Neither we nor our
board of directors will propose any amendment to these provisions, or support,
endorse or recommend any proposal that stockholders amend any of these
provisions at any time prior to the consummation of our initial business
combination (subject to any fiduciary obligations our management or board may
have). In addition, we believe we have an obligation in every case to structure
our initial business combination so that not less than 20% of the shares sold in
our IPO (minus one share) have the ability to be converted to cash by public
stockholders exercising their conversion rights and the business combination
will still go
forward.




If
third parties bring claims against us, or if we go bankrupt, the proceeds held
in trust could be reduced and the per-share liquidation price received by you
could be less than approximately $9.74 per share.




Our
placing of funds in the trust account may not protect those funds from
third-party claims against us. Although prior to completion of our initial
business combination, we will seek to have third parties (including any vendors
and any other entities with which we enter into a contractual relationship) or
any prospective target businesses enter into valid and enforceable agreements
with us waiving any right, title, interest or claim of any kind in or to any
assets held in the trust account, not all third parties engaged by us to date
have been willing to sign such waiver agreements, and there is no guarantee that
all third parties will agree to execute such agreements in the future. It is
also possible that such waiver agreements would be held unenforceable and there
is no guarantee that the third parties would not otherwise challenge the
agreements and later bring claims against the trust account for amounts owed
them. In addition, there is no guarantee that such entities will agree to waive
any claims they may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with us and will not seek recourse against
the trust account for any reason. Further, we could be subject to claims from
parties not in contract with us who have not executed a waiver, such as a third
party claiming tortious interference as a result of our initial business
combination. Accordingly, the proceeds held in trust could be subject to claims
that would take priority over the claims of our public stockholders and, as a
result, the initial per-share liquidation price could be less than approximately
$9.74 per share. Our Founding Stockholder has agreed that it will be liable to
us if and to the extent claims by third parties reduce the amounts in the trust
account available for payment to our stockholders in the event of a liquidation
and the claims are made by a vendor for services rendered or products sold to
us, a third party with which we entered into a contractual relationship or any
prospective target business. However, the agreement entered into by our Founding
Stockholder specifically provides for two exceptions to the indemnity given:
there will be no liability (1) as to any claimed amounts owed to a third
party who executed a valid and enforceable waiver, or (2) as to any claims
under our indemnity of the underwriters of our IPO against certain liabilities,
including liabilities under the Securities Act. Furthermore, there could be
claims from parties other than vendors, third parties with which we entered into
a contractual relationship or target businesses that would not be covered by the
indemnity from our Founding Stockholder, such as shareholders and other
claimants who are not parties in contract with us who file a claim for damages
against us. Based on representations as to its status as an accredited investor
(as such term is defined in Regulation D under the Securities Act) and that it
has sufficient funds available to it to satisfy its obligations to indemnify us,
we currently believe that our Founding Stockholder is capable of funding its
indemnity obligations, even though we have not asked it to reserve for such an
eventuality. We cannot assure you, however, that it would be able to satisfy
those obligations.




8


In
addition, if we are forced to file a bankruptcy case or an involuntary
bankruptcy case is filed against us that is not dismissed, the proceeds held in
the trust account could be subject to applicable bankruptcy law, and may be
included in our bankruptcy estate and subject to the claims of third parties
with priority over the claims of our stockholders. To the extent any bankruptcy
claims deplete the trust account, we cannot assure you that we will be able to
return at least approximately $9.74 per share.





Since
we have not yet selected a particular industry or any target business with which
to complete our initial business combination, you will be unable to currently
ascertain the merits or risks of the industry or business in which we may
ultimately operate.




We may
consummate an initial business combination with a company in any industry we
choose and we are not limited to any particular industry or type of business.
Accordingly, there is no current basis for you to evaluate the possible merits
or risks of the particular industry in which we may ultimately operate or the
target business or businesses with which we may ultimately enter an initial
business combination. Although the members of our management team will evaluate
the risks inherent in a particular target business, we cannot assure you that we
will properly ascertain or assess all of the significant risks present in that
target business. Even if we properly assess those risks, some of them may be
outside of our control or ability to affect. We also cannot assure you that an
investment in our units will not ultimately prove to be less favorable than a
direct investment, if an opportunity were available, in a target
business.




Our
stockholders may be held liable for third parties’ claims against us to the
extent of distributions received by them following our dissolution.




Our
amended and restated certificate of incorporation provides that we will continue
in existence only until June 25, 2009. If we consummate our initial business
combination prior to that date, we will seek to amend this provision to permit
our continued existence. If we have not completed our initial business
combination by that date, our corporate existence will cease except for the
purposes of winding up our affairs and liquidating pursuant to Section 278 of
the Delaware General Corporation Law. Under the Delaware General Corporation
Law, stockholders may be held liable for claims by third parties against a
corporation to the extent of distributions received by those stockholders in a
dissolution. However, if the corporation complies with certain procedures
intended to ensure that it makes reasonable provision for all claims against it,
the liability of stockholders with respect to any claim against the corporation
is limited to the lesser of such stockholder’s pro rata share of the claim or
the amount distributed to the stockholder. In addition, if the corporation
undertakes additional specified procedures, including a 60-day notice period
during which any third-party claims can be brought against the corporation, a
90-day period during which the corporation may reject any claims brought, and an
additional 150-day waiting period before any liquidation distributions are made
to stockholders, any liability of stockholders would be barred with respect to
any claim on which an action, suit or proceeding is not brought by the third
anniversary of the dissolution (or such longer period directed by the Delaware
Court of Chancery). While we intend to adopt a plan of distribution making
reasonable provision for claims against the company in compliance with the
Delaware General Corporation Law, we do not intend to comply with these
additional procedures, as we instead intend to distribute the balance in the
trust account to our public stockholders as promptly as practicable following
termination of our corporate existence. Accordingly, any liability our
stockholders may have could extend beyond the third anniversary of our
dissolution. We cannot assure you that any reserves for claims and liabilities
that we believe to be reasonably adequate when we adopt our plan of dissolution
and distribution will suffice. If such reserves are insufficient, stockholders
who receive liquidation distributions may subsequently be held liable for claims
by creditors of the company to the extent of such distributions.




We
depend on the limited funds available outside of the trust account and a portion
of the interest earned on the trust account balance to fund our search for a
target business or businesses and to complete our initial business
combination.




Initially,
only $50,000 was available to us outside the trust account to fund our working
capital requirements. We will depend on sufficient interest being earned on the
proceeds held in the trust account to provide us with the additional working
capital we will need to identify one or more target businesses and to complete
our initial business combination. While we are entitled to have released to us
for such purposes interest income of up to a maximum of $2.4 million, of which
approximately $1.4 million had been released as of December 31, 2007, a
substantial decline in interest rates may result in our having insufficient
funds available with which to structure, negotiate or close an initial business
combination. In such event, we could seek to borrow funds or raise additional
investments from our officers and directors or others to operate, although our
officers and directors are under no obligation to advance funds to, or to invest
in, us. If we have insufficient funds available, we may be forced to
liquidate.




9


Because
of our limited resources and the significant competition for business
combination opportunities we may not be able to consummate an attractive initial
business combination.




We expect
to encounter intense competition from other entities having a business objective
similar to ours, including venture capital funds, leveraged buyout funds,
private equity funds and public and private companies (including blank check
companies like ours). Many of these entities are well established and have
extensive experience in identifying and effecting business combinations directly
or through affiliates. Many of these competitors possess greater technical,
human and other resources than we do and our financial resources will be
relatively limited when contrasted with those of many of these competitors.
While we believe that there are numerous potential target businesses that we
could acquire, our ability to compete in acquiring certain sizable target
businesses will be limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition of
certain target businesses. In addition, the fact that only a limited number of
blank check companies have completed a business combination may be an indication
that there are only a limited number of attractive target businesses available
to such entities or that many potential target businesses may not be inclined to
enter into business combinations with publicly held blank check companies like
ours. Further:


·
                  our
      obligation to seek shareholder approval of a business combination may
      materially delay the consummation of a
      transaction;
 ·
                            our
      obligation to convert into cash up to 20% of the shares of common stock
      held by public stockholders (minus one share) in certain instances may
      materially reduce the resources available for a business combination;
      and
 ·
                                      our
      outstanding warrants, and the future dilution they potentially represent,
      may not be viewed favorably by certain target
      businesses.
 Any of
these obligations may place us at a competitive disadvantage in successfully
negotiating a business combination. We cannot assure you that we will be able to
successfully compete for an attractive business combination. Additionally,
because of these factors, we cannot assure you that we will be able to
effectuate a business combination within the required time periods. If we are
unable to find a suitable target business within the required time periods, we
will be forced to
liquidate.




We
may face significant competition from numerous other companies with a business
plan similar to ours seeking to effectuate a business combination.




There are
numerous other blank check companies that have recently completed IPOs or filed
registration statements with the SEC seeking to go public. While some of these
blank check companies have specific industries in which they must complete a
business combination, others may consummate a business combination in any
industry they choose, as in our case. We may therefore be subject to competition
from these companies, which will increase demand for potential target companies
to combine with in an initial business combination. Further, the fact that only
a limited number of blank check companies have completed a business combination
may be an indication that there are limited attractive targets available to such
companies or that many potential target businesses may not be inclined to enter
into business combinations with publicly held blank check companies like us.
Several blank check companies have completed IPOs and then dissolved or begun
proceedings to dissolve as a result of being unable to complete an initial
business combination within the required time. We cannot assure you that we will
be able to successfully compete for an attractive business combination or that
we will be able to effectuate a business combination within the required
24-month time period. If we are unable to find a suitable target business within
such time period, we will be forced to liquidate. We also expect to face
significant competition from companies other than blank check companies. See
“—Because of our limited resources and the significant competition for business
combination opportunities we may not be able to consummate an attractive initial
business combination.” immediately above.





We
may be unable to obtain additional financing if necessary to complete our
initial business combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular business
combination.




We believe
that the net proceeds from our IPO and the sale of the Founding Stockholder’s
warrants held in the trust account will be sufficient to allow us to consummate
our initial business combination. However, we cannot assure you that we will be
able to complete our initial business combination or that we will have
sufficient capital with which to complete a combination with a particular target
business. If amounts held in trust are not sufficient to facilitate a particular
business combination because:




·
                  of
      the size of the target
  business;
 10
 ·
                            the
      offering proceeds not in trust and funds available to us from interest
      earned on the trust account balance are insufficient to fund our search
      for and negotiations with a target business;
      or
 ·
                                      we
      must convert into cash a significant number of shares of common stock
      owned by public stockholders who elect to exercise their conversion
      rights,
 we would
be required to seek additional financing. We cannot assure you that such
financing will be available on acceptable terms, if at all. If additional
financing is unavailable to consummate a particular business combination, we
would be compelled to restructure or abandon the combination and seek an
alternative target
business.




In
addition, it is possible that we could use a portion of the funds not in the
trust account (including amounts we borrowed, if any) to make a deposit, down
payment or fund a “no-shop” provision with respect to a particular proposed
business combination, although we do not have any current intention to do so. In
the event that we were ultimately required to forfeit such funds, and we had
already used up the funds allocated to due diligence and related expenses in
connection with the aborted transaction, we could be left with insufficient
funds to continue searching for, or conduct due diligence with respect to, other
potential target businesses.




Even if we
do not need additional financing to consummate a business combination, we may
require additional capital – in the form of debt, equity, or a combination of
both – to operate or grow any potential business we may acquire. There can be no
assurance that we will be able to obtain such additional capital if it is
required. If we fail to secure such financing, this failure could have a
material adverse effect on the operations or growth of the combined business.
None of our officers or directors or any other party is required to provide any
financing to us in connection with, or following, our initial business
combination.




If
we issue capital stock or convertible debt securities to complete our initial
business combination, your equity interest in us could be reduced or there may
be a change in control of our company.




Our
amended and restated certificate of incorporation authorizes the issuance of up
to 200,000,000 shares of common stock, par value $0.001 per share, and 1,000,000
shares of preferred stock, par value $0.0001 per share, and there are
150,100,000 authorized but unissued shares of our common stock available for
issuance (after appropriate reservation for the issuance of shares upon full
exercise of our outstanding warrants, including the Initial Founder’s Warrants),
and all of the shares of preferred stock available for issuance. We currently
have no commitments to issue any additional securities. We may issue a
substantial number of additional shares of our common stock or may issue
preferred stock, or a combination of both, including through convertible debt
securities, to complete a business combination. Our issuance of additional
shares of common stock or any preferred stock:


·
                  may
      significantly reduce your equity interest in
      us;
 ·
                            will
      likely cause a change in control if a substantial number of our shares of
      common stock are issued, which may among other things limit our ability to
      use any net operating loss carry forwards we have, and may result in the
      resignation or removal of our officers and directors;
      and
 ·
                                      may
      adversely affect the then-prevailing market price for our common
      stock.


The value
of an investment in us may decline if any of these events occur.





If
we issue debt securities to acquire or finance a target business, our liquidity
may be adversely affected and the combined business may face significant
interest expense.




We may
elect to enter into a business combination that requires us to issue debt
securities as part of the purchase price for a target business. If we issue debt
securities, such issuances may result in an increase in interest expense for the
post-combination business and may adversely affect our liquidity in the event
of:


·
                  a
      default and foreclosure on our assets if our operating cash flow after a
      business combination were insufficient to pay principal and interest
      obligations on our
debt;
 ·
                            an
      acceleration, which could occur even if we are then current in our debt
      service obligations if the debt securities have covenants that require us
      to meet certain financial ratios or maintain designated reserves, and such
      covenants are breached without waiver or
      renegotiation;
 ·
                                      a
      required immediate payment of all principal and accrued interest, if any,
      if the debt securities are payable
    on
 11
 
  demand;
or
 ·
                                                our
      inability to obtain any additional financing, if necessary, if the debt
      securities contain covenants restricting our ability to incur
      indebtedness.
 Our
Founding Stockholder owns approximately 20% of our shares of common stock and
may influence certain actions requiring a stockholder
vote.




Our
Founding Stockholder owns approximately 20% of our issued and outstanding shares
of common stock. Our Founding Stockholder and Messrs, Goodwin and McKinnon have
agreed, in connection with the stockholder vote required to approve our initial
business combination, to vote the Initial Founder’s Shares in accordance with
the majority of the shares of common stock voted by the public stockholders, and
our Founding Stockholder and each of our officers and directors has also agreed
that if it, he or she acquires shares of common stock, it, he or she, as
applicable, will vote all such acquired shares in favor of our initial business
combination. Accordingly, shares of common stock owned by our Founding
Stockholder will not have the same voting or conversion rights as our public
stockholders with respect to a potential business combination, and neither our
Founding Stockholder, nor any of our officers or directors will be able to
exercise the conversion rights with respect to any of our shares that it, he or
she holds or may acquire.




Our board
of directors is divided into three classes, each of which will generally serve
for a term of three years, with only one class of directors being elected in
each year. We may consummate an initial business combination before there is an
annual meeting of stockholders to elect new directors, in which case all of the
current directors will continue in office at least until the consummation of our
initial business combination. If there is an annual meeting of stockholders, as
a consequence of our “staggered” board of directors, only a minority of the
board of directors will be considered for election and our Founding Stockholder
will have considerable influence on the outcome of that election. Accordingly,
our Founding Stockholder will continue to exert control at least until the
consummation of the initial business combination. Neither our Founding
Stockholder nor any of its affiliates are prohibited from purchasing units or
shares of our common stock. If they choose do so, our Founding Stockholder and
its affiliates will have an even greater influence on the vote to be taken in
connection with our initial business combination.




If
our current directors remain after our initial business combination they may
have conflicts of interest.




Our
ability to effect our initial business combination successfully will be largely
dependent upon the efforts of our officers and directors. While Messrs, Frank
and Kaufman will resign as officers following consummation of our initial
business combination, Messrs, Eckert, Frank, Goodwin, Kaufman and McKinnon may
remain as directors of the combined entity. Since it is possible that a director
may remain after a business combination, a director may have a conflict of
interest if such director is more likely to remain as a director or receive an
attractive compensation arrangement in connection with a combination with one
potential target business versus another. Such interests, if any, may influence
the selection of the ultimate target for our initial business
combination.




We
may have only limited ability to evaluate the management of the target
business.




We may
have only limited ability to evaluate the management of the target business.
Although we intend to closely scrutinize the management of a prospective target
business in connection with evaluating the desirability of effecting a business
combination, we cannot assure you that our assessment of management will prove
to be correct. These individuals may be unfamiliar with the requirements of
operating a public company and the securities laws, which could increase the
time and resources we must expend to assist them in becoming familiar with the
complex disclosure and financial reporting requirements imposed on U.S. public
companies. This could be expensive and time-consuming and could lead to various
regulatory issues that may adversely affect the price of our stock.




We
may seek to effect our initial business combination with one or more privately
held companies, which may present certain challenges to us, including the lack
of available information about these companies.




In
pursuing our acquisition strategy, we may seek to effect our initial business
combination with one or more privately held companies. By definition, very
little public information exists about these companies, and we could be required
to make our decision on whether to pursue a potential initial business
combination on the basis of limited information.




We
may compete with investment vehicles of GSC Group for access to GSC
Group.




GSC Group
has sponsored and currently manages various investment vehicles, and may in the
future sponsor or manage additional investment vehicles which, in each case,
could result in us competing for access to the benefits that we expect our
relationship with GSC Group to provide to us.




12


Upon
completion of our initial business combination we may compete with one or more
businesses in which GSC Group, its affiliates and/or our management have an
interest, which could result in a conflict of interest that may adversely affect
us.




GSC Group
entities, including our Founding Stockholder, acquire, hold and sell investments
in businesses across a broad range of industries on behalf of managed funds and
other investment vehicles. Upon completion of our initial business combination,
if consummated, we may compete with one or more of these businesses in which GSC
Group or its affiliates have an investment or other pecuniary interest,
resulting in conflicts of interest. Conflicts of interest may also arise where
our directors or other members of our management have affiliations with our
competitors. In the case of any such conflicts, your interests may differ from
those of the GSC Group entity or individual with the conflict, as such entity or
individual may have a greater economic interest in our competitor than in us, or
may believe that our competitor has better prospects than us. In such event,
that entity or individual may devote more resources, including time and
attention, to our competitor than to us, which may adversely affect our
operations and financial condition and, ultimately, the value of an investment
in us.




We
expect to rely upon our access to GSC Group investment professionals in
completing an initial business combination.




We expect
that we will depend, to a significant extent, on our access to the investment
professionals of GSC Group and the information and deal flow generated by GSC
Group’s investment professionals in the course of their investment and portfolio
management activities to identify and complete our initial business combination.
Consequently, the departure of a significant number of the investment
professionals of GSC Group could have a material adverse effect on our ability
to consummate an initial business combination.




Members of our
management team and our directors are and may in the future become affiliated
with entities engaged in business activities similar to those intended to be
conducted by us, and may have conflicts of interest in allocating their time and
business opportunities.




Although
GSC Group and Mr. Eckert, our Chairman, have entered into non-compete agreements
with us providing that until the earlier of our initial business combination or
our liquidation, neither GSC Group nor Mr. Eckert will become affiliated with
any other blank check company, other members of our management and our directors
may in the future become affiliated with other entities engaged in business
activities similar to those intended to be conducted by us. As a result, members
of our management team may become aware of business opportunities that may be
appropriate for presentation to us as well as the other entities with which they
are or may be affiliated. While we have entered into a business opportunity
right of first review agreement with GSC Group which provides that until the
earlier of the consummation of our initial business combination or our
liquidation in the event we do not consummate an initial business combination,
we will have a right of first review with respect to business combination
opportunities of GSC Group with an enterprise value of $150 million or more that
GSC Group becomes aware of (other than any investment opportunities in respect
of companies in bankruptcy, or financially or operationally distressed
companies; companies targeted for acquisition by any company in which an
investment vehicle managed by GSC Group has an equity investment; and any entity
in which any of our officers, directors or GSC Group or its affiliates has a
financial interest), due to those existing and future affiliations, members of
our management team and our directors may have fiduciary obligations to present
potential business opportunities to those entities prior to presenting them to
us which could cause additional conflicts of interest. Accordingly, members of
our management team may have conflicts of interest in determining to which
entity a particular business opportunity should be presented.




Moreover,
members of our management team are not obligated to expend a specific number of
hours per week or month on our affairs.  We cannot assure you that
these conflicts will be resolved in our favor.




We
may use resources in researching acquisitions that are not consummated, which
could materially and adversely affect subsequent attempts to effect our initial
business combination.




We expect
that the investigation of each specific target business and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and other
instruments will require substantial management time and attention and
substantial costs for accountants, attorneys, and others. If a decision is made
not to complete a specific business combination, the costs incurred up to that
point for the proposed transaction likely would not be recoverable. Furthermore,
even if an agreement is reached relating to a specific target business, we may
fail to consummate the transaction for any number of reasons, including reasons
beyond our control, such as that 20% or more of our public stockholders vote
against the transaction and opt to convert their stock into a pro rata share of
the trust account even if a majority of our stockholders approve the
transaction. Any such event will result in a loss to us of the related costs
incurred, which could materially and adversely affect subsequent attempts to
consummate an initial business combination.




13


Interest
income from the trust account may not be sufficient to pay for dissolution and
liquidation of the trust.




We expect
that all costs and expenses associated with implementing any plan of
distribution, as well as payments to any creditors, would be funded from amounts
remaining out of the $50,000 held outside the trust account and from the $2.4
million in interest income on the balance of the trust account that may be
released to us to fund our working capital requirements. However, if these funds
were not sufficient to cover the costs and expenses associated with implementing
any plan of distribution, to the extent that there was any interest accrued in
the trust account not required to pay income taxes on interest income earned on
the trust account balance, we could request that the trustee release to us an
additional amount of up to $75,000 of such accrued interest to pay those costs
and expenses. There can be no assurance that any such additional interest will
be available, or if available, will be sufficient to cover the costs of our
dissolution. While our Founding Stockholder has agreed to reimburse us for
certain costs in such a case, such reimbursement excludes special, indirect or
consequential costs, such as litigation, pertaining to the dissolution and
liquidation.




Because
the Initial Founder’s Shares will not participate in liquidation distributions
by us, our Founding Stockholder, directors and our management team may have a
conflict of interest in deciding if a particular target business is a good
candidate for a business combination.




Holders of
the Initial Founder’s Shares have waived their right to receive distributions
with respect to the Initial Founder’s Shares if we liquidate because we fail to
complete a business combination. Those shares of common stock and all of the
warrants owned by our Founding Stockholder will be worthless if we do not
consummate our initial business combination. Since Messrs, Eckert, Frank and
Kaufman have an ownership interest in GSC Group and consequently an indirect
ownership interest in us and Messrs, Goodwin and McKinnon have a direct
ownership interest in us, they may have a conflict of interest in determining
whether a particular target business is appropriate for us and our stockholders.
These ownership interests may influence their motivation in identifying and
selecting a target business and timely completing an initial business
combination. The exercise of discretion by our officers and directors in
identifying and selecting one or more suitable target businesses may result in a
conflict of interest when determining whether the terms, conditions and timing
of a particular business combination are appropriate and in our stockholders’
best interest.




Our
officers’ and directors’ interests in obtaining reimbursement for any
out-of-pocket expenses incurred by them may lead to a conflict of interest in
determining whether a particular target business is appropriate for an initial
business combination and in the public stockholders’ best interest.




Unless we
consummate our initial business combination, our officers and directors and GSC
Group and its employees will not receive reimbursement for any out-of-pocket
expenses incurred by them to the extent that such expenses exceed the amount of
available proceeds not deposited in the trust account and the amount of interest
income from the trust account up to a maximum of $2.4 million that may be
released to us as working capital. These amounts are based on management’s
estimates of the funds needed to finance our operations until June 25, 2009 and
to pay expenses in identifying and consummating our initial business
combination. Those estimates may prove to be inaccurate, especially if a portion
of the available proceeds is used to make a down payment in connection with our
initial business combination or pay exclusivity or similar fees or if we expend
a significant portion in pursuit of an initial business combination that is not
consummated. Our officers and directors may, as part of any business
combination, negotiate the repayment of some or all of any such expenses. If the
target business’s owners do not agree to such repayment, this could cause our
management to view such potential business combination unfavorably, thereby
resulting in a conflict of interest. The financial interest of our officers,
directors or GSC Group or its affiliates could influence our officers’ and
directors’ motivation in selecting a target business and therefore there may be
a conflict of interest when determining whether a particular business
combination is in the stockholders’ best interest.




We
will probably complete only one business combination and the private placement
of the Initial Founder’s Warrants, meaning our operations will depend on a
single business.




The net
proceeds from our IPO and the sale of warrants to our Founding Stockholder
provided us with approximately $195.5 million that we may use to complete a
business combination. Our initial business combination must involve a target
business or businesses with a fair market value of at least 80% of the amount
held in our trust account at the time of such business combination (excluding
deferred underwriting discounts and commissions of $6.2 million). We may not be
able to acquire more than one target business because of various factors,
including the existence of complex accounting issues and the requirement that we
prepare and file pro forma financial statements with the SEC that present
operating results and the financial condition of several target businesses as if
they had been operated on a combined basis. Additionally, we may encounter
numerous logistical issues if we pursue multiple target businesses, including
the difficulty of coordinating the timing of negotiations, proxy statement
disclosure and closings. We may also be exposed to the risk that our inability
to satisfy conditions to closing with one or more target businesses would reduce
the fair market value of the remaining target businesses in the combination
below the required threshold of 80% of the amount held in our trust account
(excluding




14




deferred
underwriting discounts and commissions of $6.2 million). Due to these added
risks, we are more likely to choose a single target business with which to
pursue a business combination than multiple target businesses. Unless we combine
with a target business in a transaction in which the purchase price consists
substantially of common stock and/or preferred stock or obtain debt financing,
it is likely we will complete only our initial business combination with the
funds invested in our trust account. Accordingly, the prospects for our success
may depend solely on the performance of a single business. If this occurs, our
operations will be highly concentrated and we will be exposed to higher risk
than other entities that have the resources to complete several business
combinations, or that operate in diversified industries or industry
segments.




If
we do not conduct an adequate due diligence investigation of a target business
with which we combine, we may be required subsequently to take write downs or
write-offs, restructuring, and impairment or other charges that could have a
significant negative effect on our financial condition, results of operations
and our stock price, which could cause you to lose some or all of your
investment.




In order
to meet our disclosure and financial reporting obligations under the federal
securities laws, and in order to develop and seek to execute strategic plans for
how we can increase the profitability of a target business, realize operating
synergies or capitalize on market opportunities, we must conduct a due diligence
investigation of one or more target businesses. Intensive due diligence is time
consuming and expensive due to the operations, accounting, finance and legal
professionals who must be involved in the due diligence process. We may have
limited time to conduct such due diligence due to the requirement that we
complete our initial business combination by June 25, 2009. Even if we conduct
extensive due diligence on a target business with which we combine, we cannot
assure you that this diligence will uncover all material issues relating to a
particular target business, or that factors outside of the target business and
outside of our control will not later arise. If our diligence fails to identify
issues specific to a target business or the environment in which the target
business operates, we may be forced to write-down or write-off assets,
restructure our operations, or incur impairment or other charges that could
result in our reporting losses. Even though these charges may be non-cash items
and not have an immediate impact on our liquidity, the fact that we report
charges of this nature could contribute to negative market perceptions about us
or our common stock. In addition, charges of this nature may cause us to violate
net worth or other covenants to which we may be subject as a result of assuming
pre-existing debt held by a target business or by virtue of our obtaining
post-combination debt financing.




Our
outstanding warrants may adversely affect the market price of our common stock
and make it more difficult to effect our initial business
combination.




There are
outstanding warrants to purchase 24,700,000 shares of common. If we issue common
stock to complete our initial business combination, the potential issuance of
additional shares of common stock on exercise of these warrants could make us a
less attractive acquisition vehicle to some target businesses. This is because
exercise of warrants will increase the number of issued and outstanding shares
of our common stock and may reduce the value of the shares issued to complete
our initial business combination. Our warrants may make it more difficult to
complete our initial business combination or increase the purchase price sought
by one or more target businesses. Additionally, the sale or possibility of the
sale of the shares underlying the warrants could have an adverse effect on the
market price for our common stock or our units, or on our ability to obtain
other financing. If and to the extent these warrants are exercised, you may
experience dilution to your investment in us.




The
grant of registration rights to our Founding Stockholder and Messrs, Goodwin and
McKinnon may make it more difficult to complete our initial business
combination, and the future exercise of such rights may adversely affect the
market price of our common stock.




Pursuant
to a registration rights agreement entered into concurrently with our IPO, our
Founding Stockholder and Messrs, Goodwin and McKinnon can demand that we
register the resale of the Initial Founder’s Shares and our Founding Stockholder
can demand that we register the Initial Founder’s Warrants and the shares of
common stock issuable upon exercise of the Initial Founder’s Warrants. The
registration rights will be exercisable with respect to the Initial Founder’s
Shares at any time after the date on which the relevant securities are no longer
subject to transfer restrictions, and with respect to the warrants and the
underlying shares of common stock after the warrants become exercisable by their
terms. We will bear the cost of registering these securities. If our Founding
Stockholder and Messrs, Goodwin and McKinnon exercise their registration rights
in full, there will be an additional 4,500,000 shares of common stock and up to
4,000,000 shares of common stock issuable on exercise of the warrants eligible
for trading in the public market. The registration and availability of such a
significant number of securities for trading in the public market may have an
adverse effect on the market price of our common stock. In addition, the
existence of the registration rights may make our initial business combination
more costly or difficult to conclude. This is because the stockholders of the
target business may increase the equity stake they seek in the combined entity
or ask for more cash consideration to offset the negative impact on the market
price of our common stock that is expected when the securities owned by our
Founding Stockholder or Messrs, Goodwin and McKinnon are
registered.




15


If
adjustments are made to the warrants, you may be deemed to receive a taxable
distribution without the receipt of any cash.




As
discussed under “Market for Common Equity and Related Stockholder Matters and
Issuer Purchases of Equity Securities — Dividends,” we do not anticipate that
any dividends will be paid in the foreseeable future.  If at any time
during the period you hold warrants, however, we were to pay a taxable dividend
to our stockholders and, in accordance with the anti-dilution provisions of the
warrants, the conversion rate of the warrants were increased, that increase
would be deemed to be the payment of a taxable dividend to you to the extent of
our earnings and profits, notwithstanding the fact that you will not receive a
cash payment.  If the conversion rate is adjusted in certain other
circumstances (or in certain circumstances, there is a failure to make
adjustments), that adjustment or failure could also result in the deemed payment
of a taxable dividend to you.  If you are a non-U.S. holder of a
warrant, any resulting withholding tax attributable to deemed dividends could be
collected from other amounts payable or distributable to you.  You
should consult your tax adviser regarding the proper treatment of any
adjustments to the warrants.




A
trading market for our securities may not be sustained, which would adversely
affect the liquidity and price of our securities.




Prior to
our IPO, there was no market for our securities. You may be unable to sell your
securities unless a market can be sustained.  Furthermore, the trading
price and volume of our securities may vary significantly due to our reports of
operating losses, one or more potential business combinations, the filing of
periodic reports with the SEC, and general market or economic
conditions.




If
we are deemed to be an investment company, we must meet burdensome compliance
requirements and restrictions on our activities, which may increase the
difficulty of completing a business combination.




If we are
deemed to be an investment company under the Investment Company Act of 1940 (the
“Investment Company Act”), the nature of our investments and the issuance of our
securities may be subject to various restrictions. These restrictions may make
it difficult for us to complete our initial business combination. In addition,
we may be subject to burdensome compliance requirements and may have
to:




·
                  register
      as an investment
  company;
 ·
                            adopt
      a specific form of corporate structure;
      and
 ·
                                      report,
      maintain records and adhere to voting, proxy, disclosure and other
      requirements.
 We do not
believe that our planned principal activities will subject us to the Investment
Company Act. In this regard, our agreement with the trustee states that proceeds
in the trust account will be invested only in “government securities” and one or
more money market funds, selected by us, which invest principally in either
short-term securities issued or guaranteed by the United States having a rating
in the highest investment category granted thereby by a recognized credit rating
agency at the time of acquisition or tax exempt municipal bonds issued by
governmental entities located within the United States or otherwise meeting
certain requirements of the Investment Company Act. This investment restriction
is intended to facilitate our not being considered an investment company under
the Investment Company Act. If we are deemed to be subject to the Investment
Company Act, compliance with these additional regulatory burdens would increase
our operating expenses and could make our initial business combination more
difficult to
complete.




The
loss of Mr. Eckert could adversely affect our ability to complete our initial
business combination.




Our
ability to consummate a business combination is dependent to a large degree upon
Mr. Eckert. We believe that our success depends on his continued service to us,
at least until we have consummated a business combination. As Chairman and Chief
Executive Officer of GSC Group, Mr. Eckert has incentives to remain with us.
Nevertheless, we do not have an employment agreement with him, or key-man
insurance on his life. He may choose to devote his time to other affairs, or may
become unavailable to us for reasons beyond his control, such as death or
disability. The unexpected loss of his services for any reason could have a
detrimental effect on us.





An
investor will only be able to exercise a warrant if the issuance of common stock
upon such exercise has been registered or qualified or is deemed exempt under
the securities laws of the state of residence of the holder of the
warrants.




No
warrants will be exercisable and we will not be obligated to issue shares of
common stock unless the common stock issuable upon such exercise has been
registered or qualified or deemed to be exempt under the securities laws of
the




16




state of
residence of the holder of the warrants.  Because the exemptions from
qualification in certain states for resales of warrants and for issuances of
common stock by the issuer upon exercise of a warrant may be different, a
warrant may be held by a holder in a state where an exemption is not available
for issuance of common stock upon an exercise and the holder will be precluded
from exercise of the warrant.  At the time that the warrants become
exercisable (following our completion of an initial business combination), we
expect to either continue to be listed on a national securities exchange, which
would provide an exemption from registration in every state, or we would
register the warrants in every state (or seek another exemption from
registration in such states).  Accordingly, we believe holders in
every state will be able to exercise their warrants as long as our prospectus
relating to the common stock issuable upon exercise of the warrants is
current.  However, we cannot assure you of this fact.  As a
result, the warrants may be deprived of any value, the market for the warrants
may be limited and the holders of warrants may not be able to exercise their
warrants and they may expire worthless if the common stock issuable upon such
exercise is not qualified or exempt from qualification in the jurisdictions in
which the holders of the warrants reside.




The
American Stock Exchange may delist our securities, which could limit investors’
ability to transact in our securities and subject us to additional trading
restrictions.




We cannot
assure you that our securities will continue to be listed on the American Stock
Exchange. Additionally, it is likely that the American Stock Exchange would
require us to file a new initial listing application and meet its initial
listing requirements, as opposed to its more lenient continued listing
requirements, at the time of our initial business combination. We cannot assure
you that we will be able to meet those initial listing requirements at that
time.




If the
American Stock Exchange subsequently delists our securities from trading, we
could face significant consequences, including:


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


In
addition, we would no longer be subject to American Stock Exchange rules,
including rules requiring us to have a certain number of independent directors
and to meet other corporate governance standards, which investors may consider
material.




If
we acquire a target business with operations located outside the United States,
we may encounter risks specific to other countries in which such target business
operates.




If we
acquire a company that has operations outside the United States, we will be
exposed to risks that could negatively impact our future results of operations
following our initial business combination. The additional risks we may be
exposed to in these cases include, but are not limited to:




·
                  tariffs
      and trade
barriers;
 ·
                            regulations
      related to customs and import/export
      matters;
 ·
                                      tax
      issues, such as tax law changes and variations in tax laws as compared to
      the U.S.;
 ·
                                                cultural
      and language
  differences;
 ·
                                                          foreign
      exchange
controls;
 ·
                                                                    crime,
      strikes, riots, civil disturbances, terrorist attacks and
      wars;
 ·
                                                                              deterioration
      of political relations with the United States;
      and
 17
 ·
                                                                                        new
      or more extensive environmental
      regulation.
 Foreign
currency fluctuations could adversely affect our business and financial
results.




In
addition, a target business with which we combine may do business and generate
sales within other countries. Foreign currency fluctuations may affect the costs
that we incur in such international operations. It is also possible that some or
all of our operating expenses may be incurred in non-U.S. dollar currencies. The
appreciation of non-U.S. dollar currencies in those countries where we have
operations against the U.S. dollar would increase our costs and could harm our
results of operations and financial condition.




Because
we must furnish our stockholders with target business financial statements
prepared in accordance with and reconciled to U.S. generally accepted accounting
principles or prepared in accordance with International Financial Reporting
Standards, we will not be able to complete an initial business combination with
some prospective target businesses unless their financial statements are first
reconciled to U.S. generally accepted accounting principles or prepared in
accordance with International Financial Reporting Standards..




The
federal securities laws require that a business combination meeting certain
financial significance tests include historical and/or pro forma financial
statement disclosure in periodic reports and proxy materials submitted to
stockholders. Our initial business combination must be with a target business
that has a fair market value of at least 80% of the balance in the trust account
(excluding deferred underwriting discounts and commissions) at the time of our
initial business combination. We will be required to provide historical and/or
pro forma financial information to our stockholders when seeking approval of a
business combination with one or more target businesses. These financial
statements must be prepared in accordance with, or be reconciled to, U.S.
generally accepted accounting principles, or GAAP, or prepared in accordance
with International Financial Reporting Standards, or IFRS, as approved by the
International Accounting Standards Board, or IASB, and the historical financial
statements must be audited in accordance with the standards of the Public
Company Accounting Oversight Board (U.S.), or PCAOB. If a proposed target
business, including one located outside of the U.S., does not have or is unable
within in a reasonable period of time to provide financial statements that have
been prepared in accordance with, or reconciled to, U.S. GAAP or in accordance
with IFRS as issued by the IASB, and audited in accordance with the standards of
the PCAOB, we will not be able to acquire that proposed target business. These
financial statement requirements may limit the pool of potential target
businesses with which we may combine.






ITEM 1B.  UNRESOLVED
STAFF COMMENTS




None






ITEM 2.  PROPERTY





We do not
own any real estate or other physical properties materially important to our
operation. Our executive offices are currently located at 500 Campus Drive,
Suite 220, Florham Park, New Jersey 07932. The cost for this space is included
in the $7,500 per-month fee described above that GSCP (NJ) Holdings, L.P., an
affiliate of our Founding Stockholder, charges us for general and administrative
services. We believe, based on rents and fees for similar services in the New
Jersey area that the fee charged by GSCP (NJ) Holdings, L.P. is at least as
favorable as we could have obtained from an unaffiliated person. We consider our
current office space adequate for our current operations.




ITEM 3. LEGAL
PROCEEDINGS




None






ITEM 4.  SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS





On June
22, 2007, in connection with our IPO, by unanimous written consent, our
stockholders approved the adoption of an Amended and Restated Certificate of
Incorporation, which was adopted on June 26, 2007.




18


PART
II




ITEM 5.  MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES




Market
Information




Our units,
common stock and warrants are listed on the American Stock Exchange under the
symbols GGA.U, GGA and GGA.WS, respectively. The following table sets forth the
range of high and low sales prices for the units, common stock and warrants for
the periods indicated since the units commenced public trading on June 25, 2007,
and since the common stock and warrants commenced public trading on July 9,
2007.




Units
            
            
            Common
      Stock
            
            
            WarrantsHigh
            
            
            Low
            
            
            High
            
            
            Low
            
            
            High
            
            
            Low2008:First
      Quarter*
            
            
            10.41
            
            
            
            9.71
            
            
            
            9.45
            
            
            
            9.16
            
            
            
            1.20
            
            
            
            .702007:Fourth
      Quarter
            
            
            10.56
            
            
            
            10.11
            
            
            
            9.45
            
            
            
            9.10
            
            
            
            1.40
            
            
            
            1.02Third
      Quarter
            
            
            10.71
            
            
            
            9.95
            
            
            
            9.30
            
            
            
            9.01
            
            
            
            1.45
            
            
            
            .95Second
      Quarter**
            
            
            10.34
            
            
            
            10.00





*   Through
March 13, 2008


**
Commenced public trading on June 25, 2007





Holders




As of
March 13, 2008, there was one holder of record of our units, four holders
of record of our common stock and three holders of record of our
warrants.




Dividends




We have
not paid any dividends on our common stock to date and will not pay cash
dividends prior to the completion of our initial Business Combination. After we
complete our initial Business Combination, the payment of dividends will depend
on our revenues and earnings, if any, our capital requirements and our general
financial condition. The payment of dividends after our initial Business
Combination will be within the discretion of our board of directors at that
time. Our board of directors currently intends to retain any earnings for use in
our business operations and, accordingly, we do not anticipate that our board
will declare any dividends in the foreseeable future.




Stock
Price Performance Graph





The graph
below compares the cumulative total return of our common stock from July 9,
2007, the date that our common stock first became separately tradable, through
December 31, 2007 with the comparable cumulative return of two indices, the
S&P 500 Index and the Dow Jones Industrial Average Index. The graph plots
the growth in value of an initial investment of $100 in each of our common
stock, the Dow Jones Industrial Average Index and the S&P 500 Index over the
indicated time periods, and assuming reinvestment of all dividends, if any, paid
on our the securities. We have not paid any cash dividends and, therefore, the
cumulative total return calculation for us is based solely upon stock price
appreciation and not upon reinvestment of cash dividends. The stock price
performance shown on the graph is not necessarily indicative of future price
performance.




19











Recent
Sales of Unregistered Securities and Use of Proceeds





On
November 7, 2006, our Founding Stockholder, purchased 5,468,750 shares of our
common stock (“Initial Founder’s Shares”) for an aggregate purchase price of
$25,000.





On
November 7, 2006, our Founding Stockholder entered into a binding agreement, as
amended on May 25, 2007, to purchase an aggregate of 4,000,000 Warrants at a
price of $1.00 per Warrant from us. The purchase was consummated on June 28,
2007. The sales of the securities to our Founding Stockholder were exempt from
registration under the Securities Act in reliance on Section 4(2) of the
Securities Act as a transaction by an issuer not involving a public
offering.  In each such transaction, the Founding Stockholder
represented its intention at such time to acquire the securities for investment
only and not with a view to or for sale in connection with any distribution
thereof and appropriate legends were or, at the time of issuance of physical
certificates, will be affixed to the instruments representing such securities
issued or to be issued in such transactions.





On
December 12, 2006, our Founding Stockholder sold an aggregate of 82,032 of the
Initial Founder’s Shares to three of our directors at that time, Messrs,
Goodwin, McKinnon and Mueller, after appointment of such directors. The private
sales by our Founding Stockholder to our outside directors, who are
sophisticated buyers, were made in reliance on exemptions available for private
sales under the Securities Act, as our Founding Stockholder was neither the
issuer nor a dealer. There were no sales to any other individuals and there was
no general solicitation. In an effort to ensure that the sales were made in
private transactions, the purchase agreements imposed transfer restrictions on
the securities, and the buyers provided written representations that indicated
they were acquiring the securities for their own account for investment and not
with a view towards, or for resale in connection with, any public sale or
distribution. Appropriate legends were affixed to the instruments representing
the securities issued in such transactions.





On May 29,
2007, a recapitalization was effected in which we purchased from the Founding
Stockholder 1,692,968 of outstanding shares of common stock for retirement and a
total of 25,782 of outstanding shares of common stock from three of our
directors, in each case for the nominal consideration of $1.00.





On June
25, 2007, our board of directors declared a stock dividend to stockholders of
record on June 24, 2007.  The stock dividend was paid on June 29,
2007.  One share of common stock was issued for each five outstanding
shares of Common Stock.  All references in the accompanying financial
statements as of December 31, 2006 and for the period from October 26, 2006
(date of inception) to September 30, 2007 to the number of shares of common
stock have been retroactively restated to reflect this transaction.





20


On October
5, 2007 our Founding Stockholder repurchased 22,500 shares from Mr. Edward A.
Mueller in connection with his resignation from our board of directors effective
as of October 3, 2007.  The private purchase by our Founding
Stockholder was made in reliance on exemptions available for private sales under
the Securities Act.




A
registration statement for our IPO was declared effective on June 25, 2007. The
registration statement related to a proposed maximum aggregate offering of
17,250,000 Units (consisting of 17,250,000 shares of Common Stock and 17,250,000
Warrants) for a proposed maximum aggregate offering price of $172.5 million. On
June 25, 2007, in accordance with Rule 462(b), we increased the number of Units
being registered by 3,450,000, to 20,700,000 Units (consisting of 20,700,000
shares of Common Stock and 20,700,000 Warrants) for a proposed maximum aggregate
offering price of $207.0 million. The underwriter for our IPO was Citigroup
Global Markets Inc., acting as sole bookrunning manager and representative of
Ladenburg Thalmann & Co. Inc. and I-Bankers Securities, Inc. (together, the
“Underwriters”).





On June
29, 2007, the net proceeds from (i) the sale of 20,700,000 units in our IPO
(including the Underwriters’ over-allotment option), after deducting
approximately $14.5 million and $1.0 million to be applied to underwriting
discounts and offering expenses, respectively, plus approximately $6.2 million
of deferred underwriting discounts and (ii) the sale of 4,000,000 warrants to
our Founding Stockholder for a purchase price of $4.0 million, was approximately
$201.7 million. All of these net proceeds were placed in trust, except for
$50,000 that was used for working capital.





As of
December 31, 2007, we had incurred an aggregate of approximately $1.1 million in
organizational and offering related expenses (excluding underwriters discount
and commissions), which have been or will be paid out of the proceeds of our IPO
not held in trust and our withdrawal of interest earned on the funds held in
trust.  Up to $2.4 million of interest earned on the funds held in
trust may be released to us, of which approximately $1.4 million was released on
October 17, 2007, for the following purposes:




•
            
            payment
      of estimated taxes incurred as a result of interest income earned on funds
      currently held in the trust account;•
            
            payment
      of premiums associated with our directors and officers liability
      insurance;•
            
            expenses
      for due diligence and investigation of prospective target
      businesses;•
            
            legal
      and accounting fees relating to our SEC reporting obligations and general
      corporate matters; and•
            
            miscellaneous
      expenses.




As of
December 31, 2007, approximately $203.3 million was held in the trust
account.  We intend to use $195.5 million of such funds to consummate
our initial Business Combination as described in more detail under Part II, Item
7, Management’s Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources.




Initial
Public Offering





On June
29, 2007, we sold to the public 20,700,000 units (“Units”) at a price of
$10.00.  Each unit consists of one share of our common stock, $0.001
par value, and one redeemable common stock purchase warrant
(“Warrant”).





Each
Warrant entitles the holder to purchase from us one share of common stock at an
exercise price of $7.50 commencing the later of the completion of a Business
Combination with a Target Business or 13 months from June 29, 2007 (“Closing
Date”) of the IPO and expiring June 25, 2011, unless earlier redeemed. Holders
of the Warrants must pay the exercise price in full upon exercise of the
Warrants. The Warrants will be redeemable at a price of $0.01 per Warrant upon
30 days notice after the Warrants become exercisable, only in the event that the
last sale price of the common stock is at least $14.25 per share for any 20
trading days within a 30 trading day period ending on the third business day
prior to the date on which notice of redemption is given. The terms of the
Warrants include, among other things, that (i) in no event will a Warrant holder
be entitled to receive a net cash settlement of the Warrant, and (ii) the
Warrants may expire unexercised and worthless if a prospectus relating to the
common stock to be issued upon the exercise of the warrants is not current and
an applicable registration statement is not effective prior to the expiration
date of the Warrant, and as a result purchasers of our Units will have paid the
full Unit purchase price solely for the share of common stock included in each
Unit.




The
Company agreed to pay the underwriters in the IPO an underwriter discount of
7.0% of the gross proceeds of the IPO.  However, the Underwriters
agreed that a portion of the underwriter discount equal to 3.0% of the gross
proceeds, or $6.2 million, will not be payable unless and until we complete a
Business Combination and have waived their right to receive such payment upon
our liquidation if we are unable to complete a Business
Combination.  Such amount of $6.2 million is included as deferred
underwriting discount on the balance sheet as of December 31, 2007.




21







ITEM 6.  SELECTED
FINANCIAL DATA




The
selected financial data set forth below is derived from our audited financial
statements. This selected financial data should be read in conjunction with the
section under the caption “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and the Financial Statements included
elsewhere in this Annual Report on Form 10-K:




Year
      Ended
              December 31,
              2007
            
            
            For the Period from
              October
      26, 2006
              (inception)
      to
              December 31,
              2007Total
      Revenues
            
            $
            —
            
            
            $
            —Operating
      loss
            
            
            (394,252
            )
            
            
            (532,671
            )Dividend
      income
            
            
            4,188,213
            
            
            
            4,188,213Net
      income
            
            
            2,317,041
            
            
            
            2,178,622Earnings
      per share diluted
            
            
            0.11
            
            
            
            0.11Weighted
      average shares outstanding diluted
            
            
            20,340,577
            
            
            
            19,147,404Working
      capital (excludes cash held in trust account) *
            
            
            852,852
            
            
            
            852,852Total
      assets *
            
            
            204,256,112
            
            
            
            204,256,112Stockholders’
      equity *
            
            
            156,829,624
            
            
            
            156,829,624





* As of
December 31, 2007





ITEM 7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





You
should read the following discussion and analysis of our financial condition and
results of operations together with “Selected Financial Data” and our financial
statements and notes thereto that appear elsewhere in this Annual Report on Form
10-K. This discussion and analysis contains forward-looking statements that
involve risks, uncertainties, and assumptions. Actual results may differ
materially from those anticipated in these forward-looking statements as a
result of various factors, including, but not limited to, those presented under
“Risks Associated With Our Business” included in Item 1A and elsewhere in this
Annual Report on Form 10-K.





Overview





GSC
Acquisition Company is a blank check company formed on October 26, 2006 for the
purpose of acquiring, through a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or other similar business
combination, one or more businesses or assets, which we refer to as our initial
Business Combination. We consummated our Initial Public Offering on June 29,
2007. We are currently in the process of evaluating and identifying targets for
a business combination. We intend to use cash from the proceeds of our IPO, our
capital stock, debt or a combination of cash, stock and debt to consummate a
Business Combination. The issuance of additional shares of our stock in a
Business Combination:


•
            
            may
      significantly reduce the equity interest of our
    stockholders;•
            
            will
      likely cause a change in control if a substantial number of our shares of
      common stock are issued, which may affect, among other things, our ability
      to use our net operating loss carry forwards, if any, and may also result
      in the resignation or removal of one or more of our current officers and
      directors; and•
            
            may
      adversely affect prevailing market prices for our common stock and
      warrants.Similarly,
      debt securities issued by us in a business combination may result
      in:•
            
            default
      and foreclosure on our assets if our operating revenues after a business
      combination were insufficient to pay our debt
  obligations;•
            
            acceleration
      of our obligations to repay the indebtedness even if we have made all
      principal and interest payments when due if the debt security contained
      covenants requiring the maintenance of certain financial ratios or
      reserves and any such covenant was breached without a waiver or
      renegotiation of that covenant;




22


•
            
            our
      immediate payment of all principal and accrued interest, if any, if the
      debt security was payable on demand; and•
            
            our
      inability to obtain additional financing, if necessary, if the debt
      security contained covenants restricting our ability to obtain additional
      financing while such debt security was
  outstanding.





We
have neither engaged in any operations nor generated any revenues from
operations to date. Our entire activity since inception has been to prepare for
and consummate our IPO and thereafter to identify and investigate potential
targets for a business combination. We will not generate any operating revenues
until consummation of a business combination. We will generate non-operating
income in the form of interest and dividend income on cash and cash
equivalents.





Net
income for the period from October 26, 2006 (date of inception) to December 31,
2007 was approximately $2.2 million, which consisted of $4.2 million of dividend
income primarily from the trust account offset by $0.5 million of formation,
general and administrative costs and $1.5 million of provision for income taxes.
Net income for the period from January 1, 2007 to December 31, 2007 was
approximately $2.3 million, which consisted of $4.2 million of dividend income
primarily from the trust account offset by $0.4 million of formation, general
and administrative costs and $1.5 million of provision for income
taxes.  Net loss for the period from October 26, 2006 to December 31,
2006 was approximately $0.1 million, which consisted of formation, general and
administrative costs.





Off-Balance
Sheet Arrangements





We have not entered into any
off-balance sheet financing arrangements and have not established any special
purpose entities. We have not guaranteed any debt or commitments of other
entities or entered into any options on non-financial assets.





Liquidity and Capital Resources





A total of
$201.7 million, including $191.5 million of the net proceeds from the IPO, $4.0
million from the sale of warrants to the Founding Stockholder and $6.2 million
of deferred underwriting discounts and commissions, was placed in trust, except
for $50,000 that was made available to us for working capital
needs.  We expect that most of the proceeds held in the trust account
will be used as consideration to pay the sellers of a Target Business or
businesses with which we ultimately complete our initial Business
Combination.  We expect to use substantially all of the net proceeds
of this IPO not held in the trust account to pay expenses in locating and
acquiring a Target Business, including identifying and evaluating prospective
acquisition candidates, selecting the Target Business, and structuring,
negotiating and consummating our initial Business Combination. To the extent
that shares of our capital stock or debt financing is used in whole or in part
as consideration to effect our initial Business Combination, any proceeds
remaining held in the trust account as well as any other net proceeds not
expended will be made available for general corporate purposes, including to
finance the operations of the combined business.  We intend to focus
on potential Target Businesses with valuations greater than or equal to 80% of
the amount held in the trust account (excluding deferred underwriting discounts
and commissions of $6.2 million).  We believe that the funds placed in
trust, together with other available funds, including from the issuance of
additional equity and/or the issuance of debt, would support the acquisition of
such a Target Business. Such debt securities may include a long term debt
facility, a high-yield notes offering or mezzanine debt financing, and depending
upon the business of the target company, inventory, receivable or other secured
asset-based financing. The need for and mix of additional equity and/or debt
would depend on many factors. The proposed funding for any such Business
Combination would be disclosed in the proxy statement relating to the required
shareholder approval.





We believe
that the $50,000 in funds available to us outside of the trust account, together
with interest income of up to $2.4 million on the balance of the trust account
which may be released to us for working capital requirements, will be sufficient
to allow us to operate through June 25, 2009, assuming that our initial Business
Combination is not consummated during that time. Over this time period, we
anticipate making the following expenditures:





·
            approximately
      $0.2 million of expenses in fees relating to our office space and certain
      general and administrative
services;





·
            approximately
      $2.3 million for general corporate purposes that will be used for
      miscellaneous expenses (potentially including deposits or down payments
      for a proposed initial business combination), legal, accounting and other
      expenses, including due diligence expenses and reimbursement of
      out-of-pocket expenses incurred in connection with the investigation,
      structuring, negotiation and consummation of our initial business
      combination, director and officer liability insurance premiums and
      reserves, legal and accounting fees relating to SEC reporting





23
 
  obligations,
brokers’ retainer fees, consulting fees and finder’s fees.


We do not
believe we will need additional financing in order to meet the expenditures
required for operating our business prior to our initial Business Combination.
However, we will rely on interest earned of up to $2.4 million on the balance of
the trust account to fund such expenditures and, to the extent that the interest
earned is below our expectation, we may have insufficient funds available to
operate our business prior to our initial business combination.





We may
need to obtain additional financing either to consummate our initial business
combination or because we become obligated to convert into cash a significant
number of shares of public stockholders voting against our initial business
combination, in which case we may issue additional securities or incur debt in
connection with such business combination. Following our initial business
combination, if cash on hand is insufficient, we may need to obtain additional
financing in order to meet our working capital needs and satisfy our other
obligations.




Recently
Issued Accounting Pronouncements





On July
13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB
Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”).
FIN 48 provides guidance for how uncertain tax positions should be recognized,
measured, presented and disclosed in the financial statements. FIN 48 requires
the evaluation of tax positions taken or expected to be taken in the course of
preparing our tax returns to determine whether the tax positions are
“more-likely-than-not” of being sustained by the applicable tax authority. Tax
positions not deemed to meet the more-likely-than-not threshold would be
recorded as a tax benefit or expense in the current year. We have adopted FIN 48
as of January 1, 2007.





On
September 20, 2006, the FASB released Statement of Financial Accounting
Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an
authoritative definition of fair value, sets out a framework for measuring fair
value, and requires additional disclosures about fair-value measurements. The
application of FAS 157 is required for fiscal years beginning after November 15,
2007 and interim periods within those fiscal years. As of December 31, 2007,
management does not believe the adoption of FAS 157 will impact the amounts
reported in the financial statements, however, additional disclosures will be
required about the inputs used to develop the measurements of fair
value.




ITEM 7A.  QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Market
risk is a broad term for the risk of economic loss due to adverse changes in the
fair value of a financial instrument. These changes may be the result of various
factors, including interest rates, foreign exchange rates, commodity prices
and/or equity prices.  $197.7 million of the net IPO proceeds (which
includes $6.2 million of the proceeds attributable to the underwriters’ deferred
discount from the IPO) has been placed in a trust account at JPMorgan Chase
Bank, N.A., with the American Stock Transfer & Trust Company as trustee. As
of December 31, 2007, the balance of the trust account was $203.3 million. The
proceeds held in trust will only be invested in U.S. government securities
having a maturity of 180 days or less or in money market funds which invest
principally in either short-term securities issued or guaranteed by the United
States having the highest rating from a recognized credit rating agency or tax
exempt municipal bonds issued by governmental entities located within the United
States or otherwise meeting the conditions under Rule 2a-7 under the Investment
Company Act.  Thus, we are currently subject to market risk primarily
through the effect of changes in interest rates on short-term government
securities and other highly rated money-market instruments. We do not believe
that the effect of other changes, such as foreign exchange rates, commodity
prices and/or equity prices currently pose significant market risk for
us.





We have
not engaged in any hedging activities since our inception. We do not currently
expect to engage in any hedging activities.




ITEM 8.  FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA




This
information appears following Item 15 of this Report and is incorporated
herein by reference.




ITEM 9.  CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.




None.




24


ITEM 9A.  CONTROL
AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures





We
evaluated the effectiveness of our disclosure controls and procedures, as
defined in the Exchange Act as of the end of the period covered by this Annual
Report on Form 10-K.  Peter Frank, our Chief Executive Officer and
Principal Accounting and Financial Officer as well as a Director, participated
in this evaluation. Based upon that evaluation, Mr. Frank concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by the report.




Management’s
Report on Internal Control Over Financial Reporting




This
annual report does not include a report of management's assessment regarding
internal control over financial reporting or an attestation report of the
company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.




Limitations
on the effectiveness of controls




A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within a company have been detected. Our disclosure controls and
procedures are designed to provide reasonable assurance of achieving its
objectives.  Peter Frank, our Chief Executive Officer and Principal
Accounting and Financial Officer as well as a Director, concluded that our
disclosure controls and procedures are effective at that reasonable assurance
level.




ITEM 9B.  OTHER
INFORMATION




None




PART
III




ITEM 10.  DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.




Directors
and Executive Officers




Our
current directors and executive officers are as follows:




Name
            Age
            PositionAlfred
      C. Eckert III
            60
            Chairman
      of the Board of DirectorsPeter
      R. Frank
            60
            Chief
      Executive OfficerMatthew
      C. Kaufman
            37
            PresidentJames
      K. Goodwin
            61
            DirectorRichard
      A. McKinnon
            67
            Director





Alfred C. Eckert III, Chairman. Mr. Eckert founded
GSC Group in 1999.  Prior to that, he was Chairman and CEO of
Greenwich Street Capital Partners which he co-founded in 1994.  Mr.
Eckert was previously with Goldman, Sachs & Co. from 1973 to 1991, where he
was elected as a Partner in 1984.  Mr. Eckert founded the firm’s
Leveraged Buyout Department in 1983 and had senior management responsibility for
it until 1991.  He was Chairman of the Commitments and Credit
Committees from 1990 to 1991 and co-head of the Merchant Bank from 1989 to
1991.  He was also the Chairman of the Firm’s Investment Committee
from its inception in 1986 until 1991.  Mr. Eckert is Vice Chairman of
the Kennedy Center Corporate Fund Board.  Mr. Eckert graduated from
Northwestern University with a B.S. degree in Engineering and graduated with
Highest Distinction as a Baker Scholar from the Harvard Graduate School of
Business Administration with a M.B.A. degree.




Peter R. Frank, Chief Executive Officer. Mr.
Frank joined GSC Group in 2001 and since 2005 has served as a Senior Operating
Executive.  Mr. Frank was appointed Chairman of Atlantic Express, Inc.
in 2003 and served as their Chief Restructuring Officer from 2002 to
2003.  Prior to that, Mr. Frank was the CEO of Ten Hoeve Bros., Inc.
and was an investment banker at Goldman, Sachs & Co.  He is
Chairman of the Board of Atlantic Express Transportation Group, Scovill
Fasteners, Inc., Worldtex, Inc., and a director of K-R Automation and North Star
Media LLC.  Mr. Frank graduated from the University of Michigan with a
B.S.E.E. degree and from the Harvard Graduate School of Business Administration,
with a M.B.A. degree.




25





Matthew C. Kaufman, President. Mr. Kaufman joined
GSC Group at its inception in 1999.  Mr. Kaufman currently has
day-to-day responsibility for the management of GSC’s portfolio of controlled
companies and selected equity investments.  Additionally, he
structures and oversees the provision of cross portfolio initiatives and
services.  Prior to that, he was with Greenwich Street Capital
Partners from 1997 to 1999.  Mr. Kaufman was previously Director of
Corporate Finance with NextWave Telecom, Inc.  From 1994 to 1996, Mr.
Kaufman was with The Blackstone Group, in the Merchant Banking and Mergers and
Acquisitions Department, and from 1993 to 1994 was with Bear Stearns working
primarily in the Mergers & Acquisitions department.  Mr. Kaufman
is Chairman of the Board of Aeromet Holdings Inc. and a director of Atlantic
Express Transportation Group, Burke Industries, Inc., Day International Group,
Inc., Dukes Place Holdings Limited, Safety-Kleen Corp., Seaton Insurance Company
and Stonewall Insurance Company.  He graduated from the University of
Michigan, with a B.B.A. degree and a M.A.C.C. degree.




James K. Goodwin, Director. Mr. Goodwin has
served as a member of our Board of Directors since November 2006. Mr. Goodwin is
currently a private investor and consultant. He was the Chief Executive Officer
of eWayDirect from 2003 to 2006. From 1995 to 1998, he was the President of
North American Consumer Products for Fort James Corporation. From 1993 to 1995,
Mr. Goodwin was Executive Vice President for Consumer Products for the James
River Corporation. Prior to joining James River, Mr. Goodwin spent 23 years with
Procter & Gamble holding numerous executive positions before becoming Vice
President Corporate Sales. Mr. Goodwin graduated from Kansas University with a
B.S. degree.




Richard A. McKinnon, Director. Mr. McKinnon is
currently a private investor and consultant. He was President and Chief
Executive officer of Amadeus North America from 2000 to 2004. Prior to joining
Amadeus, Mr. McKinnon held senior executive positions with various companies in
the leisure industry. Mr. McKinnon graduated from the United States Military
Academy with a B.S. degree and from Emory University School of Law with a J.D.
degree.




Number
and Terms of Office of Directors





Our board
of directors will be divided into three classes with only one class of directors
being elected in each year and each class serving a three-year term. The term of
office of the first class of directors, consisting of Messrs, Goodwin and
Kaufman, will expire at our first annual meeting of stockholders following the
IPO. The term of office of the second class of directors, consisting of Messrs,
Frank and McKinnon, will expire at the second annual meeting of stockholders
following the IPO. The term of office of the third class of directors,
consisting of Mr. Eckert, will expire at the third annual meeting of
stockholders following the IPO.  We will have a majority of
independent directors within one year of the date of our listing with the
American Stock Exchange




These
individuals will play a key role in identifying and evaluating prospective
acquisition candidates, selecting the target business, and structuring,
negotiating and consummating our initial business combination. However, none of
these individuals has been a principal of or affiliated with a blank check
company that executed a business plan similar to our business plan and none of
these individuals is currently affiliated with any such entity. Nevertheless, we
believe that the skills and expertise of these individuals, their collective
access to potential target businesses, and their ideas, contacts, and
acquisition expertise should enable them to successfully identify and assist us
in completing our initial business combination. However, there is no assurance
such individuals will, in fact, be successful in doing so.




Although
all members of the board of directors will be invited and encouraged to attend
annual meetings of security holders, we do not have a policy with respect to
such attendance.  We will seek to schedule our annual meeting of
stockholders at a time and date to accommodate attendance by members of our
board of directors.




Director
Independence




Our board
of directors has determined that Messrs, Goodwin and McKinnon are “independent
directors” as such term is defined in the rules of the American Stock Exchange
and Rule 10A-3 of the Exchange Act.




Code
of Ethics




We have
adopted a code of ethics that applies to our directors, officers and employees.
Requests for copies of our code of ethics should be sent in writing to GSC
Acquisition Company, 500 Campus Drive, Suite 220, Florham Park, New Jersey
07932.  We intend to disclose any amendments to or waivers of certain
provisions of our code of ethics in a current report on Form 8-K.




26


Corporate
Governance




Nominating
Committee




Guidelines for Selecting
Director Nominees




The
guidelines for selecting nominees, which are specified in the Nominating
Committee Charter, generally provide that persons to be nominated should be
actively engaged in business endeavors, have an understanding of financial
statements, corporate budgeting and capital structure, be familiar with the
requirements of a publicly traded company, be familiar with industries relevant
to our business endeavors, be willing to devote significant time to the
oversight duties of the board of directors of a public company, and be able to
promote a diversity of views based on the person’s education, experience and
professional employment. The nominating committee evaluates each individual in
the context of the board as a whole, with the objective of recommending a group
of persons that can best implement our business plan, perpetuate our business
and represent shareholder interests. The nominating committee may require
certain skills or attributes, such as financial or accounting experience, to
meet specific board needs that arise from time to time. The nominating committee
does not distinguish among nominees recommended by shareholders and other
persons.




There have
been no material changes to the procedures by which security holders may
recommend nominees to our board of directors.




Audit Committee





Our audit
committee consists of Messrs, Goodwin and McKinnon with Mr. Goodwin serving as
chair. We will have an audit committee composed of three independent directors
within one year of the date of our listing with the American Stock
Exchange.As required
by the rules of the American Stock Exchange, each of the members of our audit
committee is able to read and understand fundamental financial statements, and
we consider Mr. Goodwin to qualify as an “audit committee financial expert” and
as “financially sophisticated” as defined under SEC and American Stock Exchange
rules, respectively. The responsibilities of our audit committee will
include:




·
            meeting
      with our management periodically to consider the adequacy of our internal
      control over financial reporting and the objectivity of our financial
      reporting;




·
            appointing
      the independent registered public accounting firm, determining the
      compensation of the independent registered public accounting firm and
      pre-approving the engagement of the independent registered public
      accounting firm for audit and non-audit
  services;




·
            overseeing
      the independent registered public accounting firm, including reviewing
      independence and quality control procedures and experience and
      qualifications of audit personnel that are providing us audit
      services;




·
            meeting
      with the independent registered public accounting firm and reviewing the
      scope and significant findings of the audits performed by them, and
      meeting with management and internal financial personnel regarding these
      matters;




·
            reviewing
      our financing plans, the adequacy and sufficiency of our financial and
      accounting controls, practices and procedures, the activities and
      recommendations of the auditors and our reporting policies and practices,
      and reporting recommendations to our full board of directors for
      approval;




·
            establishing
      procedures for the receipt, retention and treatment of complaints
      regarding internal accounting controls or auditing matters and the
      confidential, anonymous submissions by employees of concerns regarding
      questionable accounting or auditing
matters;




·
            preparing
      the report required by the rules of the SEC to be included in our annual
      proxy statement;




·
            monitoring
      compliance on a quarterly basis with the terms of our IPO and amended and
      restated certificate of incorporation and, if any noncompliance is
      identified, immediately taking all action necessary to rectify such
      noncompliance or otherwise causing such noncompliance with such terms;
      and




·
            reviewing
      and approving all payments made to our officers, directors and affiliates,
      including GSC Group, other than the payment of an aggregate of $7,500 per
      month to GSCP (NJ) Holdings, L.P. for office space, secretarial and
      administrative services. Any payments made to members of our audit
      committee will be reviewed and approved by our board of directors, with
      the interested director or directors abstaining from such review and
      approval.




27


ITEM 11.  EXECUTIVE
COMPENSATION





None of
our executive officers or directors has received any compensation for service
rendered. After our initial business combination, our executive officers and
directors who remain with us may be paid consulting, management or other fees
from the combined company with any and all amounts being fully disclosed to
stockholders, to the extent then known, in the proxy solicitation materials
furnished to our stockholders. It is unlikely, however, that the amount of such
compensation will be known at the time of a stockholder meeting held to consider
an initial business combination, as it will be up to the directors of the
post-combination business to determine executive and director
compensation.




Since our
formation, we have not granted any stock options or stock appreciation rights or
any awards under long-term incentive plans.




ITEM 12.  SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS




The
following table sets forth information regarding the beneficial ownership of our
common stock as of March 13, 2008 by:




•
            
            each
      person known by us to be the beneficial owner of more than 5% of our
      outstanding shares of common stock;




•
            
            each
      of our officers and directors; and




•
            
            all
      our officers and directors as a
group.





Unless
otherwise indicated, we believe that all persons named in the table have sole
voting and investment power with respect to all shares of common stock
beneficially owned by them.




Name
      and Address of Beneficial Owner (1)
            
            Amount
      and
                Nature
      of
                Beneficial
                Ownership
            
            Approximate
                Percentage
      of
                Outstanding
                Common
      StockMr.
      Eckert
            
            –
            
            –Mr.
      Frank
            
            –
            
            –Mr.
      Kaufman
            
            –
            
            –Mr.
      Goodwin
            
            22,500
            
            *Mr.
      McKinnon
            
            22,500
            
            *GSC
      Secondary Interest Fund, LLC
            
            4,455,000(2)
            
            17.7%Fir
      Tree Inc. (3)
            
            2,500,000(4)
            
            9.9%Azimuth
      Opportunity, Ltd. (5)
            
            2,267,400(6)
            
            9.0%HBK
      Investments L.P.(7)
            
            2,192,800(8)
            
            8.7%Millennium
      Management LLC (9)
            
            1,821,900(10)
            
            7.2%QVT
      Financial LP (11)
            
            1,284,025(12)
            
            5.1%All executive officers
      and directors as a group
              (5individuals)
            
            45,000
            
            0.2%









*
            Less
      than 1%


(1)
            Unless
      otherwise indicated, the business address of each of the individuals is
      500 Campus Drive, Suite 220, Florham Park, New Jersey
    07932.


(2)
            Represents
      shares of common stock held by GSC Secondary Interest Fund, LLC. The
      foregoing information was derived from a Schedule 13G filed with the SEC
      on December 31, 2007.


(3)
            The
      business address of Fir Tree Inc. is 505 Fifth Avenue 23rd Floor New York,
      New York 10017


(4)
            Represents
      (i) 2,051,950 shares of common stock held by Sapling, LLC and (ii) 448,050
      shares of common stock held by Fir Tree Recovery Master Fund, L.P. Fir
      Tree, Inc. is the investment manager of both entities. The foregoing
      information was derived from a Schedule 13G filed with the SEC on July 9,
      2007.


(5)
            The
      business address of Azimuth Opportunity, Ltd. is c/o Ogier Qwomar Complex,
      4th Floor P.O. Box 3170 Road Town, Tortola British Virgin
      Islands


(6)
            Represents
      shares of common stock held by Azimuth Opportunity, Ltd. The foregoing
      information was derived from a Schedule 13G/A filed with the SEC on
      December 11, 2007.


(7)
            The
      business address of HBK Investments L.P. is 300 Crescent Court, Suite 700,
      Dallas, Texas 75201


(8)
            Represents
      shares of common stock held by HBK Investments L.P. The foregoing
      information was derived from a Schedule 13G/A filed with the SEC on
      December 31, 2007.


(9)
            The
      business address of Millennium Management LLC is 666 Fifth Avenue New
      York, New York 10103




28


(10)
            Represents
      (i) 1,606,900 shares of common stock held by Millenco LLC and (ii) 215,000
      shares of common stock held by Millennium Partners, L.P. Millennium
      Management LLC is the investment manager of both entities. The foregoing
      information was derived from a Schedule 13G/A filed with the SEC on
      December 31, 2007.


(11)
            The
      business address of QVT Financial LP is 1177 Avenue of the Americas, 9th
      Floor New York, New York 10036


(12)
            Represents
      shares of common stock held by QVT Financial LP. The foregoing information
      was derived from a Schedule 13G/A filed with the SEC on February 13,
      2008.







ITEM 13.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE




On
November 7, 2006, in connection with our formation, our Founding Stockholder
purchased 4,500,000 Initial Founder’s Shares (after giving effect to a
recapitalization and stock dividend referred to below) for a purchase price of
$25,000 and entered into an agreement with us, as amended on May 29, 2007, to
purchase 4,000,000 warrants at a price of $1.00 per warrant, prior to the
consummation of the IPO. A total of 67,500 (after giving effect to the
recapitalization and stock dividend) of the 4,500,000 Initial Founder’s Shares
were subsequently sold by our Founding Stockholder to certain of our directors,
including Messrs. Goodwin and McKinnon, in private transactions. Pursuant to the
terms of the purchase agreements for such private transactions, GSC Secondary
Interest Fund, LLC may repurchase the Initial Founder’s Shares owned by Messrs.
Goodwin and McKinnon in the event of their resignation or removal for cause from
the Company’s board of directors. The information above and throughout this
section has been adjusted to reflect (i) a recapitalization that was effected on
May 29, 2007, in which we acquired (for retirement) 1,692,968 of our outstanding
shares of common stock from our Founding Stockholder and a total of 25,782 of
our outstanding shares of common stock from certain of our directors, including
Messrs. Goodwin and McKinnon, in each case for nominal consideration of $1.00
and (ii) a 1-for-5 stock dividend that was effected on June 25, 2007 for holders
of record as of June 24, 2007. This recapitalization and stock dividend were
effected to ensure that the shares included in the units sold to the public in
the IPO represented approximately 80% of our outstanding share capital following
the IPO. The Initial Founder’s Shares are identical to the shares included in
the units sold in the IPO, except that our Founding Stockholder and each
transferee has agreed (i) in connection with the stockholder vote required to
approve our initial Business Combination, to vote the Initial Founder’s Shares
in accordance with the majority of the shares of common stock voted by the
Public Stockholders, and (ii) to waive their right to participate in any
liquidation distribution with respect to the Initial Founder’s Shares if we fail
to consummate our initial Business Combination. The Initial Founder’s Warrants
are identical to the warrants sold in the IPO, except that they will be
non-redeemable so long as they are held by our Founding Stockholder or its
permitted transferees and the shares of common stock issued upon exercise of
such Initial Founder’s Warrants by our Founding Stockholder or its permitted
transferees will not be registered under the Securities Act. However our
Founding Stockholder and its permitted transferees will have the right to demand
registration of the resale of such shares.




Our
Founding Stockholder and Messrs. Goodwin and McKinnon have agreed not to sell or
transfer the Initial Founder’s Shares until June 29, 2010 and not to sell or
transfer the Initial Founder’s Warrants until after we complete our initial
Business Combination, except in each case to permitted transferees who agree to
be subject to the same transfer restrictions and vote in accordance with the
majority of shares of common stock voted by the Public Stockholders in
connection with our initial Business Combination. We refer to these agreements
with our Founding Stockholder and Messrs. Goodwin and McKinnon and their
permitted transferees as a “lock-up agreement.”  The permitted
transferees under the lock-up agreements are our officers, directors and
employees, and other persons or entities associated with GSC
Group.  During the lock-up period, our Founding Stockholder and
Messrs. Goodwin and McKinnon and any permitted transferees to whom they transfer
shares of common stock will retain all other rights of holders of our common
stock, including, without limitation, the right to vote their shares of common
stock (except that our Founding Stockholder and Messrs. Goodwin and McKinnon
have agreed to vote the Initial Founder’s Shares in accordance with the majority
of the shares of common stock voted by our Public Stockholders in connection
with the vote on any initial business combination) and the right to receive cash
dividends, if declared. If dividends are declared and payable in shares of
common stock, such dividends will also be subject to the lock-up agreement. If
we are unable to effect our initial Business Combination and liquidate, our
Founding Stockholder and Messrs. Goodwin and McKinnon have waived the right to
receive any portion of the liquidation proceeds with respect to the Initial
Founder’s Shares. Any permitted transferees to whom the Initial Founder’s Shares
are transferred will also agree to waive that right.




We entered
into a registration rights agreement with holders of the Initial Founder’s
Shares, the Initial Founder’s Warrants and the shares of common stock underlying
the Initial Founder’s Warrants granting them the right to demand that we
register the resale of the Initial Founder’s Shares, the Initial Founder’s
Warrants and the shares of common stock underlying the Initial Founder’s
Warrants, with respect to the Initial Founder’s Shares, at any time after the
date on which they are no longer subject to transfer restrictions, and with
respect to all of the warrants and the underlying shares of common stock, after
the relevant warrants become exercisable by their terms. We will bear the
expenses incurred in connection with the filing of any such registration
statements.




29




GSCP (NJ)
Holdings, L.P., made advances on our behalf used to pay a portion of the
expenses of the IPO and our organization. These advances were non-interest
bearing and unsecured and were repaid at the time of the consummation of the
IPO.




We have
agreed to pay GSCP (NJ) Holdings, L.P., an affiliate of our Founding Stockholder
a monthly fee of $7,500 for office space and administrative services, including
secretarial support. We believe that such fees are at least as favorable as we
could have obtained from an unaffiliated third party.




We will
reimburse our officers, directors and affiliates, including GSC Group and its
employees, for any reasonable out-of-pocket business expenses incurred by them
in connection with certain activities on our behalf such as identifying and
investigating possible target businesses and business combinations. Subject to
availability of proceeds not placed in the trust account and interest income of
up to $2.4 million on the balance in the trust account, there is no limit on the
amount of out-of-pocket expenses that could be incurred. Our audit committee
will review and approve all payments made to our officers, directors and
affiliates, including GSC Group, other than the payment of an aggregate of
$7,500 per month to GSCP (NJ) Holdings, L.P. for office space, secretarial and
administrative services, and any payments made to members of our audit committee
will be reviewed and approved by our board of directors, with the interested
director or directors abstaining from such review and approval. To the extent
such out-of-pocket expenses exceed the available proceeds not deposited in the
trust account and interest income of up to $2.4 million on the balance in the
trust account, such out-of-pocket expenses would not be reimbursed by us unless
we consummate an initial business combination.




Although
GSC Group, Inc. (“GSCG”) and Mr. Eckert, our Chairman, have entered into
non-compete agreements with us providing that until the earlier of our initial
business combination or our liquidation, neither GSCG nor Mr. Eckert will become
affiliated with any other blank check company, the other members of our
management team may in the future become affiliated with entities, including
other blank check companies, engaged in business activities similar to those we
intend to conduct. Members of our management team may become aware of business
opportunities that may be appropriate for presentation to us as well as the
other entities with which they are or may be affiliated. While we have entered
into a business opportunity right of first review agreement with GSCG which
provides that from the date of the prospectus relating to our IPO until the
earlier of the consummation of our initial business combination or our
liquidation in the event we do not consummate an initial business combination,
we will have a right of first review with respect to business combination
opportunities of GSC Group with an enterprise value of $150 million or more that
GSC Group first becomes aware of after the date of the prospectus relating to
our IPO (other than any investment opportunities in respect of companies in
bankruptcy, or financially or operationally distressed companies; companies
targeted for acquisition by any company in which an investment vehicle managed
by GSC Group has an equity investment; and any entity in which any of our
officers, directors or GSC Group or its affiliates has a financial interest),
due to those existing and future affiliations, members of our management team
may have fiduciary obligations to present potential business opportunities to
those entities prior to presenting them to us which could cause conflicts of
interest. Accordingly, members of our management team and our directors may have
conflicts of interest in determining to which entity a particular business
opportunity should be presented.




Other than
reimbursable out-of-pocket expenses payable to our officers and directors and
GSC Group and an aggregate of $7,500 per month paid to GSCP (NJ) Holdings, L.P.
for office space, secretarial and administrative services, no compensation or
fees of any kind, including finder’s and consulting fees, will be paid to any of
our officers or directors or their affiliates.






ITEM 14.  PRINCIPAL
ACCOUNTING FEES AND SERVICES.





The firm
of Ernst & Young LLP acts as our independent registered public accounting
firm. The following is a summary of fees paid to Ernst & Young LLP for
services rendered.





Audit
Fees





During the
fiscal year ended December 31, 2007, audit fees for our independent
registered public accounting firm were $74,700.





During the
period from October 26, 2006 (inception) to December 31, 2007, fees for our
independent registered public accounting firm were $35,820 for the services they
performed in connection with our initial public offering, including the
financial statements included in the Form 8-K filed with the Securities and
Exchange Commission on June 29, 2007.




30


Tax
Fees





During
2007, our independent registered public accounting firm rendered services to us
for tax compliance, tax advice and tax planning in the amount of
$15,000.




Audit
Committee Approval




The audit
committee is responsible for appointing, setting compensation, and overseeing
the work of the independent auditor.  In recognition of this
responsibility, the audit committee has established a policy to pre-approve all
audit and permissible non-audit services provided by the independent
auditor.




31




PART
IV




ITEM 15.  EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES





(a) 
The following documents are filed as part of this Annual Report on Form
10-K.




(1)  Consolidated Financial
Statements




Reference
is made to the Index to consolidated financial statements of the Company under
Item 8 of Part II.




(2)  Financial Statement
Schedule




All other
schedules are omitted because they are not applicable or the amounts are
immaterial or the required information is presented in the financial statements
and the notes thereto in Item 8 above.




(3)Exhibits




EXHIBIT
INDEX




Exhibit
                Number
            
            Description1.1*
            
            Form
      of Underwriting Agreement3.1**
            
            Certificate
      of Amended and Restated Certificate of Incorporation3.2*
            
            Form
      of Bylaws4.1*
            
            Specimen
      Unit Certificate4.2*
            
            Specimen
      Common Stock Certificate4.3*
            
            Form
      of Warrant Agreement between the Company and American Stock Transfer &
      Trust Company4.4*
            
            Form
      of Warrant Certificate10.1*
            
            Form
      of Letter Agreement among the Company and GSC Secondary Interest Fund,
      LLC10.2*
            
            Form
      of Letter Agreement between the Company and each of the directors and
      officers of the Company10.3*
            
            Initial
      Founder’s Securities Purchase Agreement, dated as of November 7, 2006,
      between the Company and GSC Secondary Interest Fund,
LLC10.4*
            
            Form
      of Registration Rights Agreement between the Company, certain directors of
      the Company and GSC Secondary Interest Fund, LLC10.5*
            
            Form
      of Indemnity Agreement between the Company and each of its directors and
      officers10.6**
            
            Investment
      Management Trust Agreement by and between the Registrant and American
      Stock Transfer & Trust Company10.7*
            
            Amended
      Form of Right of First Review Agreement between the Company and GSC Group,
      Inc.10.8*
            
            Initial
      Founder’s Securities Purchase Agreement, dated as of December 21, 2006,
      between the Company, GSC Secondary Interest Fund, LLC, James K. Goodwin
      and Edward A. Mueller10.9*
            
            Initial
      Founder’s Securities Purchase Agreement, dated as of December 21, 2006,
      between the Company, GSC Secondary Interest Fund, LLC and Richard A.
      McKinnon10.10*
            
            Repurchase
      Agreement and Amendment to Initial Founder’s Securities Purchase
      Agreement, dated as of May 29, 2007, between the Company and GSC Secondary
      Interest Fund, LLC10.11*
            
            Repurchase
      Agreement, dated as of May 29, 2007, between the Company, James K.
      Goodwin, Richard A. McKinnon and Edward A.
  Mueller




32


Exhibit
                  Number
              
              Description14*
              
              Form
      of Code of Conduct and Ethics21.1
              
              List
      of Subsidiaries of the Registrant31.1
              
              Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant to Rule
      13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted
      Pursuant to Section 302 of the Sarbanes- Oxley Act of
  200232.1
              
              Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant to 18
      U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002


*
            Incorporated
      by reference to the Company’s Registration Statement on Form S-1
      (Registration No. 333-138832), which was declared effective on June 25,
      2007.




**
            Incorporated
      by reference to the Registrant’s current report on Form 8-K filed on July
      2, 2007.




33




Index
to Financial Statements




PageReport
      of Independent Registered Public Accounting Firm
            
            35Balance
      Sheets
            
            36Statement
      of Operations
            
            37Statement
      of Stockholders’ Equity
            
            38Statement
      of Cash Flows
            
            39Notes
      to Financial Statements
            
            41




34





Report
of Independent Registered Public Accounting Firm







To the
Board of Directors of GSC Acquisition Company:




We have
audited the accompanying balance sheet of GSC Acquisition Company (a development
stage company) (the “Company”) as of December 31, 2006 and  2007, the
related statements of operations and cash flows for the period from October 26,
2006 (date of inception) to December 31, 2006, the year ended December 31, 2007
and for the period from October 26, 2006 (date of inception) to December 31,
2007 and the statement of Stockholders’ equity for the period from October 26,
2006 (date of inception) to December 31, 2006 and for the year ended December
31, 2007. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. We were not engaged
to perform an audit of the Company’s internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as
a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of GSC Acquisition Company at December
31, 2006 and 2007, the results of its operations and its cash flows for the
period from October 26, 2006 to December 31, 2006, the year ended December 31,
2007 and for the period from October 26, 2006 to December 31, 2007 and the
statement of Stockholders’ equity for the period from October 26, 2006 to
December 31, 2006 and for the year ended December 31, 2007, in conformity with
U.S. generally accepted accounting principles.






New York,
NY




March 14,
2008




35




GSC
ACQUISITION COMPANY


(a
development stage company)





BALANCE
SHEET





ASSETSDecember
      31, 2007
            
            
            December
      31, 2006Cash
      and cash equivalents
            
            $
            852,852
            
            
            $
            24,918Cash
      and cash equivalents held in trust
            
            
            203,276,868
            
            
            
            —Prepaid
      expense
            
            
            99,568
            
            
            
            —Account
      receivable
            
            
            3,448
            
            
            
            —Deferred
      tax asset
            
            
            23,376
            
            
            
            —Deferred
      offering costs
            
            
            —
            
            
            
            190,122Total
      assets
            
            $
            204,256,112
            
            
            $
            215,040LIABILITIES
      AND STOCKHOLDERS’ EQUITYLiabilitiesAccrued
      expenses
            
            $
            26,650
            
            
            $
            105,000Income
      tax payable
            
            
            283,296
            
            
            
            —Due
      to affiliate
            
            
            69,539
            
            
            
            75,496Accrued
      offering costs
            
            
            —
            
            
            
            147,963Deferred
      underwriting discount
            
            
            6,210,000
            
            
            
            —Total
      liabilities
            
            
            6,589,485
            
            
            
            328,459Common
      stock, subject to possible conversion, 4,139,999 shares at $9.74 per
      share
            
            
            40,338,990
            
            
            
            —Dividend
      income attributable to common stock subject to possible conversion (net of
      income taxes of $335,761 at December 31, 2007)
            
            
            498,013
            
            
            
            —Stockholders’
      equity (1)Preferred
      stock, $0.0001 par value; 1,000,000 shares authorized; none issued or
      outstanding
            
            
            —
            
            
            
            —Common
      stock, $0.001 par value, 200,000,000 shares authorized; 25,200,000 and
      6,562,500 shares issued and outstanding at December 31, 2007 and December
      31, 2006, respectively
            
            
            25,200
            
            
            
            6,563Additional
      paid-in capital
            
            
            155,123,815
            
            
            
            18,437Retained
      earnings
            
            
            1,680,609
            
            
            
            (138,419
            )Total
      stockholders’ equity
            
            
            156,829,624
            
            
            
            (113,419
            )Total
      liabilities and stockholders’ equity
            
            $
            204,256,112
            
            
            $
            215,040




(1) –
Share amounts have been retroactively restated from the date of inception to
reflect the effect of a stock dividend of one share for each five outstanding
shares of common stock (see note 6).





See
accompanying notes.





36





GSC
ACQUISITION COMPANY


(a
development stage company)





STATEMENT
OF OPERATIONS





For
the Year Ended December 31, 2007


And
for the Period from October 26, 2006 (date of inception) to December 31,
2006


And
for the Period from October 26, 2006 (date of inception) to December 31,
2007







For
      the year ended
              December
      31, 2007
            
            
            For
      the period from
              October
      26, 2006
              (date
      of inception) to
              December
      31, 2006
            
            
            For
      the period from
              October
      26, 2006
              (date
      of inception) to
              December
      31, 2007Formation
      and general expenses
            
            $
            349,252
            
            
            $
            138,419
            
            
            $
            487,671Administrative
      fee
            
            
            45,000
            
            
            
            —
            
            
            
            45,000Total
      Expenses
            
            
            (394,252
            )
            
            
            (138,419
            )
            
            
            (532,671
            )Operating
      loss
            
            
            (394,252
            )
            
            
            (138,419
            )
            
            
            (532,671
            )Dividend
      income
            
            
            4,188,213
            
            
            
            —
            
            
            
            4,188,213Income
      (loss) before provision for income taxes
            
            
            3,793,961
            
            
            
            (138,419
            )
            
            
            3,655,542Provision
      for income taxes
            
            
            1,476,920
            
            
            
            —
            
            
            
            1,476,920Net
      income (loss)
            
            $
            2,317,041
            
            
            $
            (138,419
            )
            
            $
            2,178,622Less:
      Dividend income attributable to common stock subject to possible
      conversion (net of income taxes of $335,761 at December 31,
      2007)
            
            
            (498,013
            )
            
            
            —
            
            
            
            (498,013
            )Pro
      forma net income (loss) attributable to common stock not subject to
      possible conversion
            
            $
            1,819,028
            
            
            $
            (138,419
            )
            
            $
            1,680,609Net
      income per share (1):Basic
            
            $
            0.15
            
            
            $
            (0.02
            )
            
            $
            0.15Diluted
            
            $
            0.11
            
            
            $
            (0.02
            )
            
            $
            0.11Weighted
      average shares outstanding (1):Basic
            
            
            15,776,446
            
            
            
            6,562,500
            
            
            
            14,583,273Diluted
            
            
            20,340,577
            
            
            
            6,562,500
            
            
            
            19,147,404




(1) –
Share amounts have been retroactively restated from the date of inception to
reflect the effect of a stock dividend of one share for each five outstanding
shares of common stock (see note 6).





See
accompanying notes.





37




GSC
ACQUISITION COMPANY


(a
development stage company)





STATEMENT
OF STOCKHOLDERS’ EQUITY





For
the Year Ended December 31, 2007


And
for the Period from October 26, 2006 (date of inception) to December 31,
2006





Common
      Stock (1)
            
            
            Additional
              Paid-in
            
            
            Earnings
              Accumulated
              During
      the
              Development
            
            
            Total
              Stockholders’Shares
            
            
            Amount
            
            
            Capital
            
            
            Stage
            
            
            EquityCommon
      shares issued
            
            
            6,562,500
            
            
            $
            6,563
            
            
            $
            18,437
            
            
            $
            —
            
            
            $
            25,000Net
      loss
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (138,419
            )
            
            
            (138,419
            )Balances,
      at December 31, 2006
            
            
            6,562,500
            
            
            
            6,563
            
            
            
            18,437
            
            
            
            (138,419
            )
            
            
            (113,419
            )Common
      stock repurchased from founding stockholder and directors for
      $4.00
            
            
            (2,062,500
            )
            
            
            (2,063
            )
            
            
            2,059
            
            
            
            —
            
            
            
            (4
            )Sale
      of 20,700,000 units, net of underwriting discounts and offering
      costs
            
            
            20,700,000
            
            
            
            20,700
            
            
            
            191,442,309
            
            
            
            —
            
            
            
            191,463,009Net
      proceeds subject to possible conversion of 4,139,999
shares
            
            
            —
            
            
            
            —
            
            
            
            (40,338,990
            )
            
            
            —
            
            
            
            (40,338,990
            )Proceeds
      from sale of warrants to founding stockholder
            
            
            —
            
            
            
            —
            
            
            
            4,000,000
            
            
            
            —
            
            
            
            4,000,000Accretion
      of trust account relating to common stock subject to conversion, net of
      tax
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (498,013
            )
            
            
            (498,013
            )Net
      income
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            2,317,041
            
            
            
            2,317,041Balances,
      at December 31, 2007
            
            
            25,200,000
            
            
            $
            25,200
            
            
            $
            155,123,815
            
            
            $
            1,680,609
            
            
            $
            156,829,624




(1) –
Share amounts have been retroactively restated from the date of inception to
reflect the effect of a stock dividend of one share for each five outstanding
shares of common stock (see note 6).





See
accompanying notes.




38


GSC
ACQUISITION COMPANY


(a
development stage company)





STATEMENT
OF CASH FLOWS





For
the Year Ended December 31, 2007


And
for the Period from October 26, 2006 (date of inception) to December 31,
2006


And
for the Period from October 26, 2006 (date of inception) to December 31,
2007




Cash
      flows from operating activities
            
            For
      the year ended
              December
      31, 2007
            
            
            For
      the period from
              October
      26, 2006
              (date
      of inception) to
              December
      31, 2006
            
            
            For
      the period from
              October
      26, 2006
              (date
      of inception) to
              December
      31, 2007Net
      income (loss)
            
            $
            2,317,041
            
            
            $
            (138,419
            )
            
            $
            2,178,622Adjustments
      to reconcile net income to net cash and cash equivalents provided by (used
      in) operating activities:Change
      in operating assets and liabilities:Deferred
      offering costs
            
            
            190,122
            
            
            
            (190,122
            )
            
            
            —Deferred
      tax asset
            
            
            (23,376
            )
            
            
            —
            
            
            
            (23,376
            )Prepaid
      expense
            
            
            (99,568
            )
            
            
            —
            
            
            
            (99,568
            )Account
      receivable
            
            
            (3,448
            )
            
            
            —
            
            
            
            (3,448
            )Income
      tax payable
            
            
            283,296
            
            
            
            —
            
            
            
            283,296Administrative
      fee payable
            
            
            22,500
            
            
            
            —
            
            
            
            22,500Accrued
      expenses
            
            
            (78,350
            )
            
            
            105,000
            
            
            
            26,650Accrued
      offering costs
            
            
            (147,963
            )
            
            
            147,963
            
            
            
            —Due
      to affiliate
            
            
            (28,457
            )
            
            
            75,496
            
            
            
            47,039Net
      cash and cash equivalents provided by (used in) operating
      activities
            
            
            2,431,797
            
            
            
            (82
            )
            
            
            2,431,715Cash
      flows from investing activitiesCash
      deposited in trust account
            
            
            (201,695,000
            )
            
            
            —
            
            
            
            (201,695,000
            )Cash
      withdrawn from trust account
            
            
            2,587,000
            
            
            
            —
            
            
            
            2,587,000Dividends
      reinvested in trust account
            
            
            (4,168,868)
            
            
            
            —
            
            
            
            (4,168,868)Net
      cash and cash equivalents used in investing activities
            
            
            (203,276,868
            )
            
            
            —
            
            
            
            (203,276,868
            )Cash
      flows from financing activitiesGross
      proceeds from initial public offering
            
            
            207,000,000
            
            
            
            —
            
            
            
            207,000,000Proceeds
      from sale of common stock to founding stockholder
            
            
            —
            
            
            
            25,000
            
            
            
            25,000Proceeds
      from sale of warrants
            
            
            4,000,000
            
            
            
            —
            
            
            
            4,000,000Repurchase
      of common stock
            
            
            (4
            )
            
            
            —
            
            
            
            (4
            )Payment
      of underwriter’s discount and offering expenses
            
            
            (9,326,991
            )
            
            
            —
            
            
            
            (9,326,991
            )Net
      cash and cash equivalents provided by financing activities
            
            
            201,673,005
            
            
            
            25,000
            
            
            
            201,698,005Net
      increase in cash
            
            
            827,934
            
            
            
            24,918
            
            
            
            852,852Cash
      and cash equivalents, beginning of period
            
            
            24,918
            
            
            
            —
            
            
            
            ―Cash
      and cash equivalents, end of period
            
            $
            852,852
            
            
            $
            24,918
            
            
            $
            852,852





39




Supplement
      disclosureCommon
      stock, subject to possible conversion, 4,139,999 shares at $9.74 per
      share
            
            $
            40,338,990
            
            
            
            —
            
            
            $
            40,338,990Dividend
      income attributable to common stock subject to possible conversion (net of
      income taxes of $335,761 at December 31, 2007)
            
            $
            498,013
            
            
            
            —
            
            
            $
            498,013





See
accompanying notes.





40




GSC
ACQUISITION COMPANY


(a
development stage company)





Notes to Financial Statements





Note
1 — Organization and Nature of Business Operations





GSC
ACQUISITION COMPANY (a development stage company) (the “Company”) was
incorporated in Delaware on October 26, 2006. The Company was formed to acquire
through merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or other similar business combination, one or more currently
unidentified businesses or assets. The Company has neither engaged in any
operations nor generated any revenue from operations to date. All activity
through December 31, 2007 relates to the formation of the Company, its initial
public offering and efforts to identify prospective target businesses described
below and in Note 3. The Company will not generate any operating revenues until
after completion of its initial business combination. The Company generates
non-operating income in the form of dividend income on cash and cash
equivalents.  The Company is considered to be in the development stage
as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting By
Development Stage Enterprises,” and is subject to the risks associated
with activities of development stage companies. The Company has selected
December 31st as its
fiscal year end.




The
registration statement for the Company’s initial public offering (“IPO”) was
declared effective June 25, 2007. The Company consummated the IPO on June 29,
2007 and recorded proceeds of approximately $191.5 million net of the
underwriters’ discount and commission of $14.5 million and offering costs of
$1.0 million.




A total of
$201.7 million, including $191.5 million of the net proceeds from the IPO, $4.0
million from the sale of warrants to the founding stockholder (see Note 4) and
$6.2 million of deferred underwriting discounts and commissions, has been placed
in a trust account at JPMorgan Chase Bank, N.A., with the American Stock
Transfer & Trust Company serving as trustee.  Except for a portion
of the interest income permitted to be released to the Company, the proceeds
held in trust will not be released from the trust account until the earlier of
the completion of the Company’s initial business combination or the liquidation
of the Company.  Under the terms of the investment management trust
agreement, up to a total of $2.4 million of interest income (net of taxes
payable) may be released to the Company, subject to availability.  For
the period from inception to December 31, 2007, approximately $1.4 million was
released to the Company in accordance with these terms.  As of
December 31, 2007, the balance in the trust account was $203.3
million.





The
Company’s management has broad discretion with respect to the specific
application of the net proceeds of the IPO, although substantially all of the
net proceeds of the IPO are intended to be generally applied toward consummating
a business combination with an existing operating company. As used herein, a
“Target Business” shall mean one or more businesses or assets that, at the time
of the Company’s initial business combination, has a fair market value of at
least 80% of the balance in the trust account (excluding deferred underwriting
discounts of $6.2 million) described below and a “Business Combination” shall
mean the acquisition by the Company of such Target Business.





The
Company’s efforts in identifying prospective target businesses will not be
limited to a particular industry. Instead, the Company intends to focus on
various industries and target businesses in the United States and Europe that
may provide significant opportunities for growth.





41




GSC
ACQUISITION COMPANY


(a
development stage company)





Notes
to Financial Statements — (Continued)





Note
1 — Organization and Nature of Business Operations (continued)





The
Company will seek stockholder approval before it will effect any Business
Combination, even if the Business Combination would not ordinarily require
stockholder approval under applicable state law.  In connection with
the stockholder vote required to approve any Business Combination, the Company’s
first stockholder (the “founding stockholder”) and its two directors have agreed
to vote the shares of common stock they owned immediately before this IPO in
accordance with the majority of the shares of common stock voted by the Public
Stockholders. “Public Stockholders” is defined as the holders of common stock
sold as part of the Units in the IPO or in the aftermarket. The Company will
proceed with a Business Combination only if a majority of the shares of common
stock voted by the Public Stockholders are voted in favor of the Business
Combination and Public Stockholders holding not more than 20% of the shares
(minus one share) sold in the IPO vote against the business combination and
exercise their conversion rights. If a majority of the shares of common stock
voted by the Public Stockholders are not voted in favor of a proposed initial
Business Combination so long as such combination is approved by public
stockholders prior to June 25, 2009, the Company may combine with a different
Target Business meeting the fair market value criterion described
above.





If a
Business Combination is approved and completed, any Public Stockholder voting
against the Business Combination will be entitled to convert their stock into a
pro rata share of the aggregate amount then on deposit in the trust account,
before payment of deferred underwriting discounts and commissions and including
any interest earned on their pro rata portion of the trust account, net of
income taxes payable by the Company thereon, and net of any interest income of
up to $2.4 million on the balance of the trust account previously released to
the Company to fund its working capital requirements. Public Stockholders who
convert their stock into their share of the trust account will continue to have
the right to exercise any Warrants they may hold.  As of December 31,
2007, 4,139,999 shares of common stock may be subject to conversion for cash
payments of approximately $9.74 per share totaling $40.3 million.





During the
period from July 1, 2007 to December 31, 2007, the Company earned enough
interest to begin accreting interest income to the common stock subject to
possible conversion.  Accordingly, the Company accreted approximately
$0.5 million of interest, net of $0.3 million of income taxes as of December 31,
2007.





The
Company will dissolve and promptly distribute only to its Public Stockholders
the amount in the trust account, less any income taxes payable on interest
income and any interest income of up to $2.4 million on the balance of the trust
account previously released to the Company to fund its working capital
requirements, plus any remaining net assets if the Company does not effect a
Business Combination by June 25, 2009.  In the event of liquidation,
it is likely that the per share value of the residual assets remaining available
for distribution (including trust account assets) will be less than the IPO
price per Unit in the IPO (assuming no value is attributed to the Warrants
contained in the Units).




Note
2 — Summary of Significant Accounting Policies





Basis
of Presentation





The
accompanying financial statements have been prepared in accordance with U.S.
generally accepted accounting principals.  The significant accounting
policies followed in the preparation of the accompanying financial statements
are as follows:





42




GSC
ACQUISITION COMPANY


(a
development stage company)





Notes
to Financial Statements — (Continued)





Note
2 — Summary of Significant Accounting Policies (continued)





Cash
and cash equivalents:


The
Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents.





Cash
and cash equivalents held in trust:


A total of
$201.7 million has been placed in a trust account at JPMorgan Chase Bank, N.A.,
with the American Stock Transfer & Trust Company serving as
trustee.  The trust proceeds are invested in the JPMorgan 100% U.S.
Treasury Securities Money Market Fund.  The money market fund invests
in direct short-term obligations of the U.S. Treasury.  As of December
31, 2007, the balance in the trust account was $203.3 million.





Income
taxes:


The
Company is taxed as a corporation for U.S. federal and state and local income
tax purposes.  It accounts for income taxes in accordance with the
provisions of FASB Statement No. 109 “Accounting for Income Taxes”.





Net
income per share:


Basic net
income per share is computed by dividing net income applicable to common
stockholders by the weighted average number of common shares outstanding for the
period.  Diluted net income per share is computed similar to basic net
income per share, but includes the dilutive effect of shares issued pursuant to
the Company’s outstanding warrants which are exercisable on the later of (i) the
completion of a business combination or (ii) 13 months after the consummation of
the Company’s IPO.





Use
of estimates:


The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.





Offering
costs:


Deferred
offering costs as of December 31, 2006 consisted principally of legal fees
incurred through the balance sheet date that are related to the IPO and were
charged to additional paid-in capital at the time of the closing of the
IPO.





Organization
costs:


Organization
costs consist principally of professional fees incurred in connection with the
organization of the Company and have been expensed as incurred.





43




GSC
ACQUISITION COMPANY


(a
development stage company)




Notes
to Financial Statements — (Continued)





Note
3 — Initial Public Offering





On June
29, 2007, the Company sold to the public 20,700,000 units (“Units”) at a price
of $10.00.  Each unit consists of one share of our common stock,
$0.001 par value, and one redeemable common stock purchase warrant
(“Warrant”).





Each
Warrant entitles the holder to purchase from the Company one share of common
stock at an exercise price of $7.50 commencing the later of the completion of a
Business Combination with a Target Business or 13 months from June 29, 2007
(“Closing Date”) of the IPO and expiring four years from the date of the
prospectus, unless earlier redeemed. Holders of the Warrants must pay the
exercise price in full upon exercise of the Warrants. The Warrants will be
redeemable at a price of $0.01 per Warrant upon 30 days notice after the
Warrants become exercisable, only in the event that the last sale price of the
common stock is at least $14.25 per share for any 20 trading days within a 30
trading day period ending on the third business day prior to the date on which
notice of redemption is given. The terms of the Warrants include, among other
things, that (i) in no event will a Warrant holder be entitled to receive a net
cash settlement of the Warrant, and (ii) the Warrants may expire unexercised and
worthless if a prospectus relating to the common stock to be issued upon the
exercise of the warrants is not current and an applicable registration statement
is not effective prior to the expiration date of the Warrant, and as a result
purchasers of our Units will have paid the full Unit purchase price solely for
the share of common stock included in each Unit.




The
Company agreed to pay the underwriters in the IPO an underwriter discount of
7.0% of the gross proceeds of the IPO.  However, the Underwriters have
agreed that a portion of the underwriter discount equal to 3.0% of the gross
proceeds will not be payable unless and until the Company completes a Business
Combination and have waived their right to receive such payment upon the
Company’s liquidation if it is unable to complete a Business
Combination.  As of December 31, 2007, such amount is $6.2 million
which is included as deferred underwriting discount on the balance
sheet.





Note
4 — Related Party Transactions





On
November 7, 2006, the founding stockholder purchased 5,468,750 shares of the
Company’s common stock (“Initial Founder’s Shares”) for an aggregate purchase of
$25,000. Subsequent to the purchase of the Initial Founder’s Shares, our
founding stockholder sold an aggregate of 82,032 of the Initial Founder’s Shares
to three of our directors. The Initial Founder’s Shares are identical to those
included in the Units except that our founding stockholder and each transferee
has agreed 1) that in connection with the stockholder vote required to approve
the Company’s initial Business Combination, to vote the Initial Founder’s Shares
in accordance with a majority of the shares of common stock voted by the Public
Stockholders and 2) to waive its right to participate in any liquidation
distribution with respect to the Initial Founder’s Shares if a Business
Combination is not consummated by June 25, 2009.





On
November 7, 2006, the founding stockholder entered into a binding agreement to
purchase an aggregate of 4,000,000 Warrants at a price of $1.00 per Warrant from
the Company. The purchase was consummated on June 28, 2007.  The
Warrants are identical to the Warrants contained in the Units except that they
are not redeemable for cash while held by the founding stockholder or its
permitted transferees and the shares of common stock issued upon exercise of
such Warrants by the founding stockholder or its permitted transferees will not
be registered under the Securities Act but will be subject to certain resale
registration rights. The founding stockholder has further agreed that it will
not sell or transfer these Warrants until completion of a Business Combination,
except in certain limited circumstances.





The
Company has agreed to pay to GSCP (NJ) Holdings, L.P., an affiliate of the
founding stockholder, a total of $7,500 per month for office space and general
and administrative services. Services commenced on




44


GSC
ACQUISITION COMPANY


(a
development stage company)




Notes
to Financial Statements — (Continued)





Note
4 — Related Party Transactions (continued)





June 25,
2007, the effective date of the IPO, and will terminate upon the earlier of (i)
the consummation of a Business Combination, or (ii) the liquidation of the
Company.





A
recapitalization was effected on May 29, 2007, in which the Company purchased
from the founding stockholder 1,692,968 of outstanding shares of common stock
for retirement and a total of 25,782 of outstanding shares of common stock from
three directors, in each case for the nominal consideration of
$1.00.





Due to
affiliate consists of $47,039 due to GSCP (NJ) Holdings, L.P. for payment of
expenses incurred in connection with the Company’s efforts to identify
prospective target businesses for the year ended December 31, 2007.





Note
5 — Preferred Stock





The
Company is authorized to issue 1,000,000 shares of preferred stock with such
designations, voting and other rights and preferences as may be determined from
time to time by the Board of Directors.





Note
6 — Common Stock





As
described in Note 4, a recapitalization was effected on May 29, 2007, in which
the Company purchased for retirement from the founding stockholder 1,692,968 of
outstanding shares of common stock and a total of 25,782 of outstanding shares
of common stock from three directors, in each case for nominal consideration of
$1.00.





On June
25, 2007 the Board of Directors declared a stock dividend to stockholders of
record on June 24, 2007.  The stock dividend was paid on June 29,
2007.  One share of Common stock was issued for each five outstanding
shares of Common Stock.  All references in the accompanying financial
statements as of December 31, 2006 and for the period from October 26, 2006
(date of inception) to December 31, 2007 to the number of shares of common stock
have been retroactively restated to reflect this transaction.





These
transactions were effected to ensure that the shares included in the Units sold
in the IPO represented approximately 80% of the Company’s outstanding share
capital.





Note
7 — Provision for Income Taxes





The
Company is subject to U.S. Federal, state and local income and capital taxes.
The components of the Company’s income tax provision by taxing jurisdiction for
the year ended December 31, 2007 are as follows:





CurrentFederal
            
            $
            1,146,541State
      & Local
            
            
            353,755Current
      provision (benefit) for income taxes
            
            $
            1,500,296


DeferredFederal
            
            $
            (23,376
            )State
      & Local
            
            
            —Deferred
      provision (benefit) for income taxes
            
            $
            (23,376
            )Total
      provision (benefit) for income taxes
            
            $
            1,476,920




45




GSC
ACQUISITION COMPANY


(a
development stage company)




Notes
to Financial Statements — (Continued)





Note
7 — Provision for Income Taxes (continued)





The
Company’s effective tax rate of 38.92% differs from the federal statutory rate
of 34.0% mainly due to certain differences including state and local taxes based
on capital and amortization of organizational costs.




The
following is a reconciliation of the difference between the actual provision for
income taxes and the provision computed by applying the federal statutory
rate:





U.S.
      Federal Statutory Rate
            
            
            34.00%Increase
      (decrease) resulting from:State
      and Local Income Taxes, net of Federal Benefits
            
            
            6.56%





Meals
      and Entertainment
            
            0.01%Others
            
            
            (1.65%
            )Effective
      Tax Rate
            
            
            38.92%




FASB
Statement No. 10 (“FAS 109”), “Accounting for Income Taxes” prescribes an asset
and liability approach to accounting for income taxes that requires the
recognition of deferred tax assets and deferred tax liabilities for the expected
future tax consequences of events that have been recognized in different periods
for income tax purposes than for financial statement reporting purposes. 
Deferred taxes reflect the temporary differences between the tax basis and
financial statement carrying value of assets and liabilities. Provisions for
deferred taxes are made in recognition of these temporary differences in
accordance with the provisions of FAS 109.





The
Company has a net deferred tax asset of $23,376 million at December 31, 2007
related to book/tax differences with respect to amortization of organizational
costs.  Management believes that it is more likely than not that the
results of future operations will generate sufficient taxable income to realize
a future benefit with respect to the deferred tax asset.




The
Company has a state deferred tax asset of $11,492 related to book/tax
differences with respect to amortization of organizational costs.  As
the Company is currently subject to and expects to continue to be subject to
taxes based on capital as opposed to income, it does not expect to be able to
utilize this asset.  Accordingly a full valuation allowance of $11,492
has been recorded against the state deferred tax asset.




Note
8 — Recent Accounting Pronouncements





On July
13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB
Interpretation No. 48 “Accounting for Uncertainty in Income
Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax
positions should be recognized, measured, presented and disclosed in the
financial statements. FIN 48 requires the evaluation of tax positions taken or
expected to be taken in the course of preparing the Company’s tax returns to
determine whether the tax positions are “more-likely-than-not” of being
sustained by the applicable tax authority. Tax positions not deemed to meet the
more-likely-than-not threshold would be recorded as a tax benefit or expense in
the current year. The Company adopted FIN 48 as of January 1, 2007.





On
September 20, 2006, the FASB released Statement of Financial Accounting
Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an
authoritative definition of fair value, sets out a framework for measuring fair
value, and requires additional disclosures about fair-value
measurements.





46




GSC
ACQUISITION COMPANY


(a
development stage company)




Notes
to Financial Statements — (Continued)





Note
8 — Recent Accounting Pronouncements (continued)





The
application of FAS 157 is required for fiscal years beginning after November 15,
2007 and interim periods within those fiscal years. As of December 31, 2007,
management does not believe the adoption of FAS 157 will impact the amounts
reported in the financial statements, however, additional disclosures will be
required about the inputs used to develop the measurements of fair
value.





47




SIGNATURES




Pursuant
to the requirements of the Section 13 or 15 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on the 19th day of March
2008.




GSC
      ACQUISITION COMPANYBy:
            /s/
      Peter R. FrankName:
            Peter
      R. FrankTitle:
            Chief
      Executive Officer and Principal Accounting and Financial
      Officer




In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.




Name
            
            Title
            
            Date/s/
      Alfred C. Eckert III
            
            Chairman
      of the Board of Directors
            
            March
      19, 2008Alfred
      C. Eckert III/s/ Peter
      R. Frank
            
            Chief
      Executive Officer, Principal Accounting and Financial Officer and
      Director
            
            March
      19, 2008Peter
      R. Frank/s/
      Matthew C. Kaufman
            
            President
      and Director
            
            March
      19, 2008Matthew
      C. Kaufman/s/
      James K. Goodwin
            
            Director
            
            March
      19, 2008James
      K. Goodwin