##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the year ended December 31, 2008
 Commission File Number 001-33862
 Liberty Acquisition Holdings Corp.
  Delaware
    
    26-0490500(State or other jurisdiction of incorporation)
    
    (IRS Employer Identification Number)
 1114 Avenue of the Americas, 41st Floor
New York, New York 10036
 (212) 380-2230
 
  Name of each exchangeTitle of each class
    
    on which registeredUnits, each consisting of one share of Common Stock,
$0.0001 par value, and one-half of one Warrant
    
    NYSE Alternext U.S.Common Stock included in the Units
    
    NYSE Alternext U.S.Warrants included in the Units
    
    NYSE Alternext U.S.
  None
  o x
  o x
  x o
  o
  x o o o
  x o
    DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



TABLE OF CONTENTS
 PageForward-Looking Statements
    
    
    1PART IITEM 1.
    
    Business
    
    
    2ITEM 1A.
    
    Risk Factors
    
    
    27ITEM 1B.
    
    Unresolved Staff Comments
    
    
    45ITEM 2.
    
    Properties
    
    
    46ITEM 3.
    
    Legal Proceedings
    
    
    46ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    46PART IIITEM 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    46ITEM 6.
    
    Selected Financial Data
    
    
    49ITEM 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    49ITEM 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    52ITEM 8.
    
    Financial Statements and Supplementary Data
    
    
    53ITEM 9.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    65ITEM 9A.
    
    Controls and Procedures
    
    
    66ITEM 9B.
    
    Other Information
    
    
    66PART IIIITEM 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    66ITEM 11.
    
    Executive Compensation
    
    
    67ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    67ITEM 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    67ITEM 14.
    
    Principal Accounting Fees and Services
    
    
    67PART IVITEM 15.
    
    Exhibits and Financial Statement Schedules
    
    
    67SIGNATURES
    
    
    70Financial Statements and NotesEX-31.1EX-32.1




---



##### Table of Contents



Forward-Looking Statements
 This report, and the information incorporated by reference in it, include 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). Our
forward-looking statements include, but are not limited to, statements regarding our expectations,
hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that
refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words anticipates,
believe, continue, could, estimate, expect, intend, may, might, plan, possible,
potential, predict, project, should, would and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements in this report may include, for example, statements
about our:
 
    
    ability to complete a combination with one or more target businesses;
    
    success in retaining or recruiting, or changes required in, our officers or directors
following a business combination;
    
    potential inability to obtain additional financing to complete a business combination;
    
    limited pool of prospective target businesses;
    
    potential change in control if we acquire one or more target businesses for stock;
    
    public securities limited liquidity and trading;
    
    inability to have our securities listed on the NYSE Alternext U.S. following a business
combination or the delisting of our securities from the NYSE Alternext U.S;
    
    use of proceeds not in trust or available to us from interest income on the trust
account balance; or
    
    financial performance.
 The forward-looking statements contained or incorporated by reference in this report are based
on our current expectations and beliefs concerning future developments and their potential effects
on us and speak only as of the date of such statement. There can be no assurance that future
developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other
assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading Risk Factors. Should one or
more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required under
applicable securities laws.
 References in this report to we, us or our company refer to Liberty Acquisition Holdings
Corp. References to our founders refer, collectively, to our sponsors and each of our
independent directors. References to public stockholders refer to purchasers of our securities
in our initial public offering and subsequent purchasers in the secondary market. To the extent
our founders purchased common
stock in this offering or thereafter in the open market they would be public stockholders
for liquidation and dissolution purposes, but will vote all such shares in favor of our initial
business combination and therefore would not be eligible to seek redemption in connection with a
vote on a business combination.
 1




---



##### Table of Contents



PART I
 
 ITEM 1.
    
    Business
 General
  1 2
  Business Strategy
  
    
    Established Companies with Proven Track Records.We seek to acquire established
companies with sound historical financial performance. We typically focus on companies
with a history of strong operating and financial results and we do not intend to acquire
start-up companies.
    
    Companies with Strong Free Cash Flow Characteristics.We seek to acquire companies that
have a history of strong, stable free cash flow generation. We focus on companies that
have predictable,
recurring revenue streams and an emphasis on low working capital and capital expenditure
requirements.
 2




---



##### Table of Contents




    
    Strong Competitive Industry Position.We seek to acquire businesses that operate within
industries that have strong fundamentals. The factors we consider include growth
prospects, competitive dynamics, level of consolidation, need for capital investment and
barriers to entry. Within these industries, we focus on companies that have a leading
market position. We analyze the strengths and weaknesses of target businesses relative to
their competitors, focusing on product quality, customer loyalty, cost impediments
associated with customers switching to competitors, patent protection and brand
positioning. We seek to acquire businesses that demonstrate advantages when compared to
their competitors, which may help to protect their market position and profitability and
deliver strong free cash flow.
    
    Experienced Management Team.We seek to acquire businesses that have strong,
experienced management teams. We focus on management teams with a proven track record of
driving revenue growth, enhancing profitability and generating strong free cash flow. We
believe that the operating expertise of our founding stockholders will complement, not
replace, the targets management team.
    
    Diversified Customer and Supplier Base.We seek to acquire businesses that have a
diversified customer and supplier base. Companies with a diversified customer and supplier
base are generally better able to endure economic downturns, industry consolidation,
changing business preferences and other factors that may negatively impact their customers,
suppliers and competitors.
 Competitive Advantages
  Management Expertise
  3




---



##### Table of Contents



4




---



##### Table of Contents



Established deal sourcing network
  Disciplined Acquisition Approach
  
    
    focusing on companies with leading market positions and strong cash flow;
    
    engaging in extensive due diligence from the perspective of a long-term investor; and
    
    investing at low price to cash flow multiples.
 Assistance from Berggruen Holdings Ltds Employees
  Jared S. Bluestein
 5




---



##### Table of Contents



Jennifer D. Stewart
 Effecting a Business Combination
 General
  6




---



##### Table of Contents



7




---



##### Table of Contents



Sources of target businesses
   8




---



##### Table of Contents



Selection of a target business and structuring of a business combination
   
    
    financial condition and results of operations;
    
    growth potential;
    
    brand recognition and potential;
    
    experience and skill of management and availability of additional personnel;
    
    capital requirements;
    
    competitive position;
    
    barriers to entry by competitors;
    
    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;
    
    regulatory environment of the industry;
 9




---



##### Table of Contents




    
    seasonal sales fluctuations and the ability to offset these fluctuations through other
business combinations, introduction of new products, or product line extensions;
    
    the limited amount of working capital available to us; and
    
    costs associated with effecting the business combination.
   Fair market value of target business or businesses
   10




---



##### Table of Contents



Issuance of additional debt or equity
   Lack of business diversification
  11




---



##### Table of Contents




    
    subject us to negative economic, competitive and regulatory developments, any or all of
which may have a substantial adverse impact on the particular industry in which we operate
after a business combination, and
    
    cause us to depend on the marketing and sale of a single product or limited number of
products or services.
  Limited ability to evaluate the target business management
   12




---



##### Table of Contents



Limited available information for privately-held target companies
  Limited resources and significant competition for business combinations
   Opportunity for stockholder approval of business combination
  13




---



##### Table of Contents



pro rata
 Redemption rights
  14




---



##### Table of Contents



pro rata
 15




---



##### Table of Contents



pro rata pro rata
 pro rata
  Dissolution and liquidation if no business combination
  16




---



##### Table of Contents



17




---



##### Table of Contents



pro
rata
   18




---



##### Table of Contents



pro rata
    
    
    prior to such deadline, our board of directors will, consistent with its obligations
described in our Charter and Delaware law, consider a resolution for us to dissolve and
consider a plan of distribution which it may then vote to recommend to our stockholders; at
such time it will also cause to be prepared a preliminary proxy statement setting out such
plan of distribution as well as the boards recommendation of such plan;
    
    upon such deadline, we would file our preliminary proxy statement with the SEC;
 19




---



##### Table of Contents




    
    if the SEC does not review the preliminary proxy statement, then, 10 days following the
passing of such deadline, we will mail the proxy statements to our stockholders, and 30
days following the passing of such deadline we will convene a meeting of our stockholders,
at which they will either approve or reject our dissolution and plan of distribution; and
    
    if the SEC does review the preliminary proxy statement, we currently estimate that we
will receive their comments 30 days following the passing of such deadline. We will mail
the proxy statements to our stockholders following the conclusion of the comment and review
process (the length of which we cannot predict with any certainty, and which may be
substantial) and we will convene a meeting of our stockholders at which they will either
approve or reject our dissolution and plan of distribution.
  Charter
  
    
    prior to the consummation of a business combination, we shall submit such business
combination to our stockholders for approval;
    
    we may consummate the business combination if approved and public stockholders owning
less than 30% of the shares sold in our initial public offering exercise their redemption
rights;
    
    if a business combination is approved and consummated, public stockholders who voted
against the business combination may exercise their redemption rights and receive their pro
rata share of the trust account;
    
    if a business combination is not consummated or a letter of intent, an agreement in
principle or a definitive agreement is not signed within the time periods specified above,
then it is intended that our purpose and powers will be limited to dissolving, liquidating
and winding up; provided, however, that we will reserve our rights under Section 278 of the
Delaware General Corporation Law to bring or defend any action, suit or proceeding brought
by or against us;
 20




---



##### Table of Contents




    
    our management take all actions necessary to liquidate our trust account to our public
stockholders as part of our plan of distribution if a business combination is not
consummated or a letter of intent, an agreement in principle or a definitive agreement is
not signed within the time periods specified above; and
    
    our stockholders rights to receive a portion of the trust fund are limited such that
they may only receive a portion of the trust fund upon liquidation of our trust account to
our public stockholders as part of our plan of distribution or upon the exercise of their
redemption rights.
  Conflicts of Interest
 General
  
    
    None of our officers or directors are required to commit any specified amount of time to
our affairs and, accordingly, they will have conflicts of interest in allocating management
time among various business activities.
    
    In the course of their other business activities, our officers and directors may become
aware of investment and business opportunities which may be appropriate for presentation to
our company as well as the other entities with which they are affiliated. They may have
conflicts of interest in determining to which entity a particular business opportunity
should be presented. Accordingly, we do not expect our independent directors to present
investment and business opportunities to us. For a complete description of our
managements other affiliations, see Directors, Executive Officers and Corporate
Governance.
    
    Our officers and directors are or may in the future become affiliated with entities,
including other blank check companies, engaged in business activities similar to those
intended to be conducted by our company, which may include blank check companies with a
focus on North American companies with valuations between $1.0 billion to $4.0 billion. Entities affiliated with Mr. Franklin
currently include Jarden Corporation, GLG Partners and LAHIC and entities affiliated with
Mr. Berggruen previously included GLG Partners and currently
include LAHIC, each of which has the size and
wherewithal to compete with us to acquire an entity with valuations between $1.0 billion to
$4.0 billion. You should assume that these conflicts will not be resolved in our favor.
    
    Our directors may have a conflict of interest in determining whether a particular target
business is appropriate for us and our stockholders since two of our directors, Messrs.
Berggruen and Franklin, are affiliated with our sponsors. Each of our sponsors is subject
to transfer restrictions, which terminate one year following our consummation of a business
combination. The personal and financial interests of our directors may influence his/their
motivation in identifying and selecting a target business, completing a business
combination timely and securing the release of founders common stock.
 21




---



##### Table of Contents




    
    In the event we elect to make a substantial down payment, or otherwise incur significant
expenses, in connection with a potential business combination, our expenses could exceed
the remaining proceeds not held in trust. Our officers and directors may have a conflict of
interest with respect to evaluating a particular business combination if we incur such
excess expenses. Specifically, our officers and directors may tend to favor potential
business combinations with target businesses that offer to reimburse any expenses in excess
of our available proceeds not held in trust as well as the interest
income of $10.35 million earned on the
trust account balance and previously released to us. While the board of directors has not yet determined what
procedures it will use to determine the reasonableness of expenditures and down payments in
connection with a proposed acquisition, it will use its business judgment in analyzing such
issues.
    
    Our officers and directors may have a conflict of interest with respect to evaluating a
particular business combination if the retention or resignation of Mr. Berggruen and any
such other officer or directors were included by a target business as a condition to any
agreement with respect to a business combination. We have been advised by Mr. Berggruen and
our other officer and directors that they will not take retaining their positions into
consideration in determining which acquisition to pursue.
  
    
    the corporation could financially undertake the opportunity;
    
    the opportunity is within the corporations line of business;
    
    the corporation has an interest or expectancy in the opportunity; and
    
    by taking the opportunity, the fiduciary will be placed in a position that conflicts
with his duties to the corporation.
    22




---



##### Table of Contents



Conflict of Interest Procedures with Respect to Mr. Berggruen
   Conflict of Interest Procedures with Respect to Berggruen Holdings and Berggruen Holdings Ltd.
  23




---



##### Table of Contents



Conflict of Interest Procedures with Respect to Berggruen Holdings Ltds Employees
  Conflict of Interest Procedures with Respect to Mr. Franklin and Jarden Corporation
 ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ®
  24




---



##### Table of Contents



Conflict of Interest Procedures with Respect to GLG Partners
   Conflict of Interest Procedures with Respect to LAHIC
  
 25




---



##### Table of Contents



Other Conflict of Interest Limitations
   Competition
  
    
    our obligation to seek stockholder approval of our initial business combination or
obtain necessary financial information may delay the consummation of a transaction;
    
    our obligation to redeem for cash shares of common stock held by our public stockholders
who vote against the business combination and exercise their redemption rights may reduce
the resources available to us for a 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 sum of the balance of the trust account plus the proceeds of the
co-investment at the time of the acquisition (excluding deferred underwriting discounts and
commissions of approximately $27.4 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.
 26




---



##### Table of Contents



Employees
  Executive Officer of the Company
  
 ITEM 1A. Risk Factors
 An investment in our securities involves a high degree of risk. You should consider carefully
all of the material risks described below, together with the other information contained in this
Report before making a decision to invest in our securities. If any of the following events occur,
our business, financial condition and operating results may be materially adversely affected. In
that event, the trading price of our securities could decline, and you could lose all or part of
your investment.
 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 may not be able to consummate a business combination within the required time frame, in which
case, we would dissolve and liquidate our assets.
  27




---



##### Table of Contents



If we dissolve and liquidate before consummating a 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.
  You will not receive protections normally afforded to stockholders of certain blank check
companies.
  We have one year longer than most other blank check companies to effect a business combination.
  28




---



##### Table of Contents



If third parties bring claims against us, the proceeds held in trust may be reduced and the per
share liquidation price received by you will be less than $9.82 per share.
   Our stockholders may be held liable for claims by third parties against us to the extent of
distributions received by them.
 pro rata
 29




---



##### Table of Contents



We will dissolve and liquidate if we do not consummate a business combination, in which case our
public stockholders will receive less than $10.00 per share on distribution.
  If we do not consummate a business combination and dissolve, payments from the trust account to our
public stockholders may be delayed.
  
    
    prior to such deadline, our board of directors will, consistent with its obligations
described in our Charter and Delaware law, consider a resolution for us to dissolve and
consider a plan of distribution which it may then vote to recommend to our stockholders; at
such time it will also cause to be prepared a preliminary proxy statement setting out such
plan of distribution as well as the boards recommendation of such plan;
    
    upon such deadline, we would file our preliminary proxy statement with the SEC;
    
    if the SEC does not review the preliminary proxy statement, then, 10 days following the
passing of such deadline, we will mail the proxy statements to our stockholders, and 30
days following the passing of such deadline we will convene a meeting of our stockholders,
at which they will either approve or reject our dissolution and plan of distribution; and
    
    if the SEC does review the preliminary proxy statement, we currently estimate that we
will receive their comments 30 days following the passing of such deadline. We will mail
the proxy statements to our stockholders following the conclusion of the comment and review
process (the length of which we cannot predict with any certainty, and which may be
substantial) and we will convene a meeting of our stockholders at which they will either
approve or reject our dissolution and plan of distribution.
 30




---



##### Table of Contents



Since we have not yet selected a particular industry or any target business with which to complete
a business combination, you will be unable to currently ascertain the merits or risks of the
industry or business in which we may ultimately operate.
  31




---



##### Table of Contents



Your only opportunity to evaluate and affect the investment decision regarding a potential business
combination will be limited to voting for or against the business combination submitted to our
stockholders for approval.
  We may require stockholders who wish to redeem their shares in connection with a proposed business
combination to comply with specific requirements for redemption that may make it more difficult for
them to exercise their redemption rights prior to the deadline for exercising their rights.
  We will proceed with a business combination even if public stockholders owning in the aggregate one
share less than 30% of the shares sold in our initial public offering exercise their redemption
rights.
  32




---



##### Table of Contents



We will not be required to obtain a fairness opinion from an independent investment banking firm as
to the fair market value of the target business unless the Board of Directors is unable to
independently determine the fair market value.
  If we issue capital stock or redeemable debt securities to complete a business combination, your
equity interest in us could be reduced or there may be a change in control of our company.
  
    
    may significantly reduce your equity interest in us;
 33




---



##### Table of Contents




    
    may 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, result in the resignation of Mr. Berggruen and our other officer and
directors and cause our public stockholders to become minority stockholders of the combined
entity;
    
    may, in certain circumstances, have the effect of delaying or preventing a change in
control of us; and
    
    may adversely affect the then-prevailing market price for our common stock.
  If we acquire a company by issuing debt securities, our post-combination operating results may
decline due to increased interest expense or our liquidity may be adversely affected by an
acceleration of our indebtedness.
  
    
    default and foreclosure on our assets if our operating cash flow after a business
combination were insufficient to pay our debt obligations;
    
    acceleration, 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 any such covenants are breached without a waiver or renegotiation;
    
    a required 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 securities
contain covenants restricting our ability to obtain additional financing.
 Our officers and directors may negotiate employment or consulting agreements with a target business
in connection with a particular business combination. These agreements may provide for them to
receive compensation following a business combination and as a result, may cause them to have
conflicts of interest in determining whether a particular business combination is the most
advantageous.
  34




---



##### Table of Contents



Our sponsors, Berggruen Holdings and Marlin Equities, currently control us and may influence
certain actions requiring a stockholder vote.
   Our founders may purchase additional units or shares of our common stock and thus may exert
additional influence on certain actions requiring a stockholder vote.
   35




---



##### Table of Contents



Messrs. Berggruen and Franklin and our other officer and directors are or 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.
    36




---



##### Table of Contents



Neither Berggruen Holdings nor Berggruen Holdings Ltd is obligated to provide us with first review
of any business opportunities below $750.0 million and we have agreed not to pursue any business
opportunities that Jarden Corporation might consider.
   37




---



##### Table of Contents



Resources could be wasted in researching acquisitions that are not consummated, which could
materially adversely affect subsequent attempts to locate and acquire or merge with another
business.
 pro rata
 Each of our founders may have a conflict of interest in deciding if a particular target business is
a good candidate for a business combination.
  Unless we complete a business combination, Mr. Berggruen and our other officer and directors will
not receive reimbursement for any out-of-pocket expenses they incur if such expenses exceed the
amount not in the trust account. Therefore, they may have a conflict of interest in determining
whether a particular target business is appropriate for a business combination and in the public
stockholders best interest.
  38




---



##### Table of Contents



We will probably complete only one business combination with the proceeds of our initial public
offering, meaning our operations will depend on a single business that is likely to operate in a
non-diverse industry or segment of an industry.
  If we do not conduct an adequate due diligence investigation of a target business with which we
combine, we may be required to subsequently take write-downs or write-offs, restructuring, and
impairment or other charges that could have a significant negative effect on our financial
condition, results of operations and our stock price, which could cause you to lose some or all of
your investment.
  39




---



##### Table of Contents



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.
  We may be unable to obtain additional financing if necessary to complete a 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.
  
    
    of the size of the target business;
    
    of the depletion of offering proceeds not in trust or available to us from interest
earned on the trust account balance that is expended in search of a target business; or
    
    we must redeem for cash a significant number of shares of common stock owned by
stockholders who elect to exercise their redemption rights,
  40




---



##### Table of Contents



Our outstanding warrants may adversely affect the market price of our common stock and make it more
difficult to effect a business combination.
  The grant of registration rights to our founders may make it more difficult to complete a business
combination, and the future exercise of such rights may adversely affect the market price of our
common stock.
  41




---



##### Table of Contents



You will not be able to exercise your warrants if we dont have an effective registration statement
in place when you desire to do so.
  If we are deemed to be an investment company, we may be required to institute burdensome compliance
requirements and our activities may be restricted, which may make it difficult for us to complete a
business combination.
  
    
    restrictions on the nature of our investments; and
    
    restrictions on our issuance of securities.
  
    
    registration as an investment company;
    
    adoption of a specific form of corporate structure; and
    
    reporting, record keeping, voting, proxy and disclosure requirements and other rules and
regulations.
  42




---



##### Table of Contents



Companies with similar business plans to ours have had limited success in completing a business
transaction. There can be no assurance that we will successfully identify a potential target
business, or complete a business combination.
  We are dependent upon Mr. Berggruen, Mr. Franklin and Berggruen Holdings Ltds investment
professionals and the loss of any of them could adversely affect our ability to operate.
   43




---



##### Table of Contents



The NYSE Alternext U.S. (f/k/a the American Stock Exchange) may delist our securities which could
limit stockholders ability to make transactions in our securities and subject us to additional
trading restrictions.
   
    
    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.
 Since we may acquire a target business that is located outside the United States, we may encounter
risks specific to one or more countries in which we ultimately operate.
  
    
    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;
 44




---



##### Table of Contents




    
    foreign exchange controls;
    
    crime, strikes, riots, civil disturbances, terrorist attacks and wars; and
    
    deterioration of political relations with the United States.
 Because we must furnish our stockholders with target business financial statements prepared in
accordance with or reconciled to U.S. generally accepted accounting principles, we may not be able
to complete a business combination with some prospective target businesses unless their financial
statements are first reconciled to U.S. generally accepted accounting principles.
  Compliance with the Sarbanes-Oxley Act of 2002 will require substantial financial and management
resources and may increase the time and costs of completing an acquisition.
  
 ITEM 1B.
    
    Unresolved Staff Comments
  45




---



##### Table of Contents



ITEM 2.
    
    Properties
  
 ITEM 3.
    
    Legal Proceedings
  
 ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
  
 PART II
 
 ITEM 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 1 2
 46




---



##### Table of Contents



Quarter Ended
    
    Units
    
    
    Common Stock
    
    
    WarrantsHigh
    
    
    Low
    
    
    High
    
    
    Low
    
    
    High
    
    
    Low2007Fourth
Quarter (from December 12,
2007)
    
    $
    10.90
    
    
    $
    10.00
    
    
    $
    9.75
    
    
    $
    9.03
    
    
    $
    2.90
    
    
    $
    2.552008First Quarter
    
    $
    10.95
    
    
    $
    10.01
    
    
    $
    9.57
    
    
    $
    9.00
    
    
    $
    2.90
    
    
    $
    2.09Second Quarter
    
    $
    10.79
    
    
    $
    8.97
    
    
    $
    9.60
    
    
    $
    9.05
    
    
    $
    2.49
    
    
    $
    1.80Third Quarter
    
    $
    10.54
    
    
    $
    8.90
    
    
    $
    9.34
    
    
    $
    8.56
    
    
    $
    2.27
    
    
    $
    0.61Fourth Quarter
    
    $
    9.00
    
    
    $
    7.95
    
    
    $
    8.80
    
    
    $
    7.85
    
    
    $
    0.80
    
    
    $
    0.30
 Performance Graph
  
 47




---



##### Table of Contents



Holders of Common Equity
  Dividends
  Preferred Stock
  Recent Sales of Unregistered Securities
  Use of Proceeds from our Initial Public Offering
 1 2
  48




---



##### Table of Contents



ITEM 6.
    
    Selected Financial Data
  Period fromPeriod from
    
    
    June 27, 2007Year Ended
    
    
    June 27, 2007
    
    
    (inception) toDecember 31,
    
    
    (inception) to
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    2008Statement of Operations Data:Loss from operations
    
    $
    (833,005
    )
    
    $
    (2,569,225
    )
    
    $
    (3,402,230
    )Net income (loss) applicable
to common stockholders
    
    
    13,328,223
    
    
    
    (959,980
    )
    
    
    12,368,243Income
per common share subject to possible
redemption, basic and diluted
    
    
    0.03
    
    
    
    
    
    
    
    0.07Income
(loss) per common share
not subject to possible
redemption, basic
    
    
    0.13
    
    
    
    (0.03
    )
    
    
    0.14Income
(loss) per common share
not subject to possible
redemption, diluted
    
    
    0.10
    
    
    
    (0.03
    )
    
    
    0.11
 As of December 31,2008
    
    
    2007Balance Sheet Data:Working
capital (deficit)
    
    $
    10,947,952
    
    
    $
    (1,386,368
    )Total assets
    
    
    1,031,648,244
    
    
    
    1,020,078,408Total liabilities
    
    
    27,543,110
    
    
    
    29,301,497Value of common stock which may be
redeemed for cash ($9.82 per share)
    
    
    304,910,990
    
    
    
    304,910,990Value of deferred interest income
related to common stock subject to
possible redemption, net of tax
    
    
    1,568,300
    
    
    
    482,772Stockholders equity
    
    
    697,625,844
    
    
    
    685,383,149
 
 ITEM 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
   49




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Contractual Obligations
  Liquidity and Capital Resources
    50




---



##### Table of Contents



Current liabilitiesAccrued expenses
    
    $
    20,000Income taxes payable
    
    
    0Franchise taxes payable
    
    
    95,610$
    115,610
     
    
    J.P. Morgan Investment Management Inc. serves as investment adviser to the JPMorgan
Fund, which under normal conditions, invests its assets exclusively in debt securities
issued or guaranteed by the U.S. government, or by U.S. government agencies or
instrumentalities and repurchase agreements fully collateralized by U.S. Treasury and U.S.
government securities;
 51




---



##### Table of Contents




    
    Goldman Sachs Asset Management, L.P. serves as investment adviser to the Goldman Fund,
which limits its investments only to certain U.S. Treasury obligations and U.S. government
securities; and
    
    Western Asset Management Company, a wholly-owned subsidiary of Legg Mason, Inc., serves
as investment adviser to the Western Asset Fund, which invests exclusively in short term
U.S. government obligations such as short-term U.S. Treasury securities; short term
obligations of the U.S. government, its agencies and instrumentalities; and U.S.
Treasury-related repurchase agreements.
  Critical Accounting Policies and Estimates
  Accounting and Reporting by Development Stage Enterprises
 Accounting and
Reporting by Development Stage Enterprises.
 Income (loss) Per Common Share
    Fair value of financial instruments
  Income Taxes
 Accounting for Income Taxes,
 Accounting for Uncertainty in Income Taxes
 Accounting for Uncertainty in Income Taxes
 Classification and Measurement of Redeemable Securities
 Classification and Measurement of Redeemable
Securities
 
 ITEM 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
  52




---



##### Table of Contents



ITEM 8.
    
    Financial Statements and Supplementary Data
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      /s/ Rothstein, Kass & Company, P.C 
 53




---



##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 BALANCE SHEETS
 December 31, 2008
    
    
    December 31, 2007ASSETSCurrent assetsCash
    
    $
    9,689,737
    
    
    $
    287,656Prepaid expenses
    
    
    92,473
    
    
    
    199,973Prepaid income taxes
    
    
    1,281,352
    
    
    
    0Total current assets
    
    
    11,063,562
    
    
    
    487,629Other asset,cash and cash equivalents held
in Trust Account
    
    
    1,020,584,682
    
    
    
    1,019,590,779Total Assets
    
    $
    1,031,648,244
    
    
    $
    1,020,078,408LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccrued expenses
    
    $
    20,000
    
    
    $
    6,379Accrued offering costs
    
    
    0
    
    
    
    250,000Income taxes payable
    
    
    0
    
    
    
    1,282,632Franchise taxes payable
    
    
    95,610
    
    
    
    84,986Notes payable, founding stockholders
    
    
    0
    
    
    
    250,000Total current liabilities
    
    
    115,610
    
    
    
    1,873,997Long-term liabilitiesDeferred underwriters fee
    
    
    27,427,500
    
    
    
    27,427,500Common stock subject to possible redemption,
31,049,999 shares at redemption value,
approximately $9.82 per share
    
    
    304,910,990
    
    
    
    304,910,990Deferred interest income related to common
stock subject to possible redemption
    
    
    1,568,300
    
    
    
    482,772CommitmentsStockholders equityPreferred stock, $.0001 par value; 1,000,000
shares authorized; none issued.
Common stock, $.0001 par value, authorized
215,062,500 shares; 129,375,000 shares issued
and outstanding as of December 31, 2008 and
2007, respectively (including 31,049,999
shares subject to possible redemption)
    
    
    12,938
    
    
    
    12,938Additional paid-in capital
    
    
    686,812,963
    
    
    
    686,812,963Retained earnings (deficit) accumulated
during the development stage
    
    
    10,799,943
    
    
    
    (1,442,752
    )Total stockholders equity
    
    
    697,625,844
    
    
    
    685,383,149Total liabilities and stockholders equity
    
    $
    1,031,648,244
    
    
    $
    1,020,078,408
  54




---



##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 STATEMENTS OF OPERATIONS
 Period fromJune 27, 2007
    
    
    Period from(inception)
    
    
    June 27, 2007Year Ended
    
    
    to
    
    
    (inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2008Revenue
    
    $
    
    
    
    $
    
    
    
    $
    Formation and administrative costs
    
    
    833,005
    
    
    
    109,225
    
    
    
    942,230Warrant modification charge (stock
compensation expense)
    
    
    
    
    
    
    2,460,000
    
    
    
    2,460,000Loss from operations
    
    
    (833,005
    )
    
    
    (2,569,225
    )
    
    
    (3,402,230
    )Interest income
    
    
    25,593,766
    
    
    
    2,891,877
    
    
    
    28,485,643Income before provision for income taxes
    
    
    24,760,761
    
    
    
    322,652
    
    
    
    25,083,413Provision for income taxes
    
    
    11,432,538
    
    
    
    1,282,632
    
    
    
    12,715,170Net income (loss) applicable to common
stockholders
    
    $
    13,328,223
    
    
    $
    (959,980
    )
    
    $
    12,368,243Maximum number of shares subject to
possible redemption:Weighted average number of
shares, basic and diluted
    
    
    31,049,999
    
    
    
    3,138,032
    
    
    
    21,578,069Income per common share subject to
possible redemption, basic and diluted
    
    $
    0.03
    
    
    $
    
    
    
    $
    0.07Weighted average number of
common shares (not subject
to possible redemption), basic
    
    
    98,325,001
    
    
    
    33,197,074
    
    
    
    76,223,827Income per common share not subject
to possible redemption, basic
    
    $
    0.13
    
    
    $
    (0.03
    )
    
    $
    0.14Weighted average number of
common shares (not subject
to possible redemption), diluted
    
    
    122,845,896
    
    
    
    33,197,074
    
    
    
    95,179,477Income per common share not subject
to possible redemption, diluted
    
    $
    0.10
    
    
    $
    (0.03
    )
    
    $
    0.11
  55




---



##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 STATEMENTS OF STOCKHOLDERS EQUITY
 Earnings(Deficit)AccumulatedAdditional
    
    
    During the
    
    
    TotalCommon
    
    
    
    
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersStock
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquitySale of Units issued to
founding stockholders on
August 9, 2007 at
approximately $0.00097 per
unit (each unit consists of
one share of common stock
and one half (1/2) of one
warrant)
    
    
    25,875,000
    
    
    $
    2,588
    
    
    $
    22,412
    
    
    $
    
    
    
    $
    25,000Sale of 12,000,000 warrants
at $1 per warrant on
December 12, 2007 to
Berggruen Holdings and
Marlin Equities
    
    
    
    
    
    
    
    
    
    
    12,000,000
    
    
    
    
    
    
    
    12,000,000Sale of 103,500,000 units
on December 12, 2007 at a
price of $10 per unit in
the public offering
(including 13,500,000 units
sold to the underwriters)
    
    
    103,500,000
    
    
    
    10,350
    
    
    
    1,034,989,650
    
    
    
    
    
    
    
    1,035,000,000Proceeds from public
offering subject to
possible redemption
(31,049,999 shares common
stock at redemption value)
    
    
    
    
    
    
    
    
    
    
    (304,910,990
    )
    
    
    
    
    
    
    (304,910,990
    )Underwriters discount and
offering costs related to
public offering and
over-allotment option
(including $27,427,500
payable upon a business
combination)
    
    
    
    
    
    
    
    
    
    
    (57,748,109
    )
    
    
    
    
    
    
    (57,748,109
    )Warrants modification charge
    
    
    
    
    
    
    
    
    
    
    2,460,000
    
    
    
    
    
    
    
    2,460,000Accretion of trust account
relating to common stock
subject to possible
redemption, net of tax of
approximately $385,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (482,772
    )
    
    
    (482,772
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (959,980
    )
    
    
    (959,980
    )Balances, at December 31,
2007
    
    
    129,375,000
    
    
    
    12,938
    
    
    
    686,812,963
    
    
    
    (1,442,752
    )
    
    
    685,383,149Accretion of trust account
relating to common stock
subject to possible
redemption, net of tax of
approximately $818,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,085,528
    )
    
    
    (1,085,528
    )Net income for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,328,223
    
    
    
    13,328,223Balances, at December 31,
2008
    
    
    129,375,000
    
    
    $
    12,938
    
    
    $
    686,812,963
    
    
    $
    10,799,943
    
    
    $
    697,625,844
  56




---



##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 STATEMENTS OF CASH FLOWS
 Period from
    
    
    Period from JuneJune 27, 2007
    
    
    27, 2007Year Ended
    
    
    (inception) to
    
    
    (inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2008Cash flows from operating activitiesNet income (loss)
    
    $
    13,328,223
    
    
    $
    (959,980
    )
    
    $
    12,368,243Adjustment to reconcile net income (loss) net cash
provided by operating activities:Warrant
modification charge (non-cash stock compensation
expense)
    
    
    
    
    
    
    2,460,000
    
    
    
    2,460,000Increase (decrease) in cash attributable to
changes in operating assets and liabilities:Prepaid expenses
    
    
    107,500
    
    
    
    (199,973
    )
    
    
    (92,473
    )Prepaid income taxes
    
    
    (1,281,352
    )
    
    
    
    
    
    
    (1,281,352
    )Income taxes payable
    
    
    (1,282,632
    )
    
    
    1,282,632
    
    
    
    Franchise taxes payable
    
    
    10,624
    
    
    
    84,986
    
    
    
    95,610Accrued expenses
    
    
    13,621
    
    
    
    6,379
    
    
    
    20,000Net cash provided by operating activities
    
    
    10,895,984
    
    
    
    2,674,044
    
    
    
    13,570,028Cash flows from investing activitiesPrincipal deposited in Trust Account
    
    
    
    
    
    
    (1,017,502,500
    )
    
    
    (1,017,502,500
    )Interest reinvested in Trust Account
    
    
    (25,494,802
    )
    
    
    (2,888,279
    )
    
    
    (28,383,081
    )Redemptions from the Trust Account
    
    
    24,500,899
    
    
    
    800,000
    
    
    
    25,300,899Net cash used in investing activities
    
    
    (993,903
    )
    
    
    (1,019,590,779
    )
    
    
    (1,020,584,682
    )Cash flows from financing activitiesRepayment of notes payable, founding stockholders
    
    
    (250,000
    )
    
    
    
    
    
    
    (250,000
    )Proceeds from notes payable, founding stockholders
    
    
    
    
    
    
    250,000
    
    
    
    250,000Proceeds from issuance of units to founding
stockholders
    
    
    
    
    
    
    25,000
    
    
    
    25,000Proceeds from public offering
    
    
    
    
    
    
    1,035,000,000
    
    
    
    1,035,000,000Proceeds from issuance of warrants in private
placement
    
    
    
    
    
    
    12,000,000
    
    
    
    12,000,000Payments for underwriters discounts and offering
costs
    
    
    (250,000
    )
    
    
    (30,070,609
    )
    
    
    (30,320,609
    )Net cash provided by (used in) financing activities
    
    
    (500,000
    )
    
    
    1,017,204,391
    
    
    
    1,016,704,391Net increase in cash
    
    
    9,402,081
    
    
    
    287,656
    
    
    
    9,689,737Cash, beginning of period
    
    
    287,656
    
    
    
    
    
    
    
    Cash, end of period
    
    $
    9,689,737
    
    
    $
    287,656
    
    
    $
    9,689,737Supplemental schedules of non-cash financing
activities:Deferred underwriters fee
    
    $
    
    
    
    $
    27,427,500
    
    
    $
    27,427,500Accrued offering costs
    
    $
    
    
    
    $
    250,000
    
    
    $
    Supplemental disclosures of cash flow information:Cash paid during the period for income taxes
    
    $
    13,996,521
    
    
    $
    
    
    
    $
    13,996,521
  57




---



##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP
(a corporation in the development stage)
 NOTES TO FINANCIAL STATEMENTS
 NOTE ADESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
 Accounting and Reporting
By Development Stage Enterprises
   58




---



##### Table of Contents



NOTE BSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of presentation:
  Development Stage Company:
 Accounting
and Reporting by Development Stage Enterprises
 Cash and cash equivalents:
  Units:
  Income (loss) per common share:
   59




---



##### Table of Contents



Concentration of credit risk:
  Fair value of financial instruments:
  Use of estimates:
  Income taxes:
 Accounting for Income Taxes
 Accounting for Uncertainty in Income Taxes
 60




---



##### Table of Contents



Stock-based compensation
 Share-Based Payment
 Redeemable common stock:
 Classification and Measurement of
Redeemable Securities
 Recently issued accounting pronouncements:
 Business Combinations
 61




---



##### Table of Contents



Noncontrolling Interests in Consolidated
Financial Statements  An Amendment of ARB No. 51
 Disclosures about Derivative Instruments and
Hedging Activities  An Amendment to FASB Statement No. 133
  NOTE CTHE OFFERING
   62




---



##### Table of Contents



NOTE DRELATED PARTY TRANSACTIONS
    63




---



##### Table of Contents



NOTE EINCOME TAXES
   Period from June 27, 2007
    
    
    Period from June 27, 2007Year Ended
    
    
    (inception) to
    
    
    (inception) toCurrent
    
    December 31, 2008
    
    
    December 31, 2007
    
    
    December 31, 2008Federal
    
    $
    7,536,431
    
    
    $
    829,005
    
    
    $
    8,365,436State
    
    
    1,645,661
    
    
    
    197,696
    
    
    
    1,843,357City
    
    
    2,250,446
    
    
    
    255,931
    
    
    
    2,506,377Total
    
    $
    11,432,538
    
    
    $
    1,282,632
    
    
    $
    12,715,170
  64




---



##### Table of Contents



NOTE FCOMMITMENTS
  NOTE GPREFERRED STOCK
  NOTE HFAIR VALUE MEASUREMENTS
    Financial Assets at Fair Value as of December 31, 2008
 SignificantFair Value
    
    
    Quoted Prices in
    
    
    Significant Other
    
    
    UnobservableDecember 31,
    
    
    Active Markets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash and cash
equivalents held in
trust
    
    $
    1,020,584,682
    
    
    $
    1,020,584,682
    
    
    $
    
    
    
    $
    Total
    
    $
    1,020,584,682
    
    
    $
    1,020,584,682
    
    
    $
    
    
    
    $
    
   
 ITEM 9.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  65




---



##### Table of Contents



ITEM 9A.
    
    Controls and Procedures
 Managements annual report on internal control over financial reporting
     Changes in Internal Control over Financial Reporting
  Disclosure Controls and Procedures
   Report of Independent Registered Public Accounting Firm
  
 ITEM 9B.
    
    Other Information
  
 PART III
 
 ITEM 10.
    
    Directors, Executive Officers and Corporate Governance
    66




---



##### Table of Contents



ITEM 11.
    
    Executive Compensation.
  
 ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  
 ITEM 13.
    
    Certain Relationships and Related Transactions, and Director Independence.
  
 ITEM 14.
    
    Principal Accounting Fees and Services.
  
 PART IV
 
 ITEM 15.
    
    Exhibits and Financial Statement Schedules
 (a)
    
    The following documents are filed as a part of this Report:
 1. Financial Statements:
       2. Financial Statement Schedule(s):
  3. Exhibits:
  67




---



##### Table of Contents



(b) Exhibits:
  (c) Financial Statement Schedules
  ExhibitNumber
    
    Description3.1
    
    
    Corrected Second Amended and Restated Certificate of Incorporation (1)3.2
    
    
    Bylaws (2)4.1
    
    
    Specimen Unit Certificate (2)4.2
    
    
    Specimen Common Stock Certificate (2)4.3
    
    
    Second Amended and Restated Warrant Agreement dated December 6, 2007
between Continental Stock Transfer & Trust Company and the Registrant
(3)4.4
    
    
    Specimen Public Warrant Certificate (included in Exhibit 4.3)4.5
    
    
    Specimen Private Warrant Certificate (included in Exhibit 4.3)10.1
    
    
    Registration Rights Agreement among the Registrant and the Founders,
dated December 6, 2007 (4)10.2
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and Berggruen Holdings (formerly known as
Berggruen Freedom Holdings, Ltd.) (2)10.3
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and Marlin Equities (2)10.4
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and James N. Hauslein (2)10.5
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and Nathan Gantcher (2)10.6
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and Paul B. Guenther (2)10.7
    
    
    Amended and Restated Sponsors Warrant and Co-Investment Units
Subscription Agreement dated as of December 6, 2007 by and between
the Registrant and Berggruen Acquisition Holdings (3)10.8
    
    
    Amended and Restated Sponsors Warrant and Co-Investment Units
Subscription Agreement dated as of December 6, 2007 among the
Registrant and Marlin Equities (3)10.9
    
    
    Investment Management Trust Agreement by and between the Registrant
and Continental Stock Transfer & Trust Company, dated December 12,
2007 (3)
 68




---



##### Table of Contents



ExhibitNumber
    
    Description10.10
    
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Berggruen
Holdings (4)10.11
    
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Marlin
Equities (4)10.12
    
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Nicolas
Berggruen (4)10.13
    
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Martin E.
Franklin (4)10.14
    
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and James N.
Hauslein (4)10.15
    
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Nathan
Gantcher (4)10.16
    
    
    Amended a Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Paul B.
Guenther (4)10.26
    
    
    Promissory Note, dated August 9, 2007, issued to Berggruen Holdings
(formerly known as Berggruen Freedom Holdings, Ltd.) (2)10.17
    
    
    Promissory Note, dated August 9, 2007, issued to Marlin Equities (2)10.18
    
    
    Form of Letter Agreement among the Registrant and Berggruen Holdings,
Inc. providing office space to the Registrant (2)10.19
    
    
    Form of Berggruen Holdings Ltd Employee Letter Agreement (1)10.20
    
    
    Form of Indemnification Agreement by and between the Registrant and
each of its officers and directors, dated December 6, 2007 (4)14.1
    
    
    Form of Code of Ethics (2)24.1
    
    
    Power of Attorney (included in the signature page to this report)31.1*
    
    
    Chief Executive Officer Certification Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1*
    
    
    Chief Executive Officer Certification Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.99.1
    
    
    Form of Charter of Audit Committee (2)99.2
    
    
    Form of Charter of Governance and Nominating Committee (2)99.3
    
    
    Form of Charter of Compensation Committee (2)
 
 *
    
    Filed Herewith(1)
    
    Incorporated by reference to the corresponding exhibit filed with the Registrants Quarterly
Report on Form 10-Q filed with the SEC on August 8, 2008.(2)
    
    Incorporated by reference to the corresponding exhibit filed with the Registration Statement
on Form S-1 (File No. 333-145559) with the SEC on August 17, 2007.(3)
    
    Incorporated by reference to the corresponding exhibit filed with the Registrants Current
Report on Form 8-K filed with the SEC on December 12, 2007.(4)
    
    Incorporated by reference to the corresponding exhibit filed with the Registrants Annual
Report on Form 10-K filed with the SEC on March 11, 2008. 69




---



##### Table of Contents



SIGNATURES
  February 17, 2009
    LIBERTY ACQUISITION HOLDINGS
CORP./s/ Nicolas BerggruenBy:  Nicolas BerggruenTitle:
    President and Chief Executive Officer POWER OF ATTORNEY
  Signature
    
    Title
    
    Date/s/ Nicolas Berggruen

Nicolas Berggruen
    
    President, Chief Executive
Officer and Director
(principal executive
officer, principal financial
officer and principal
accounting officer)
    
    February 17, 2009/s/ Martin E. Franklin

Martin E. Franklin
    
    Director
    
    February 17, 2009/s/ James N. Hauslein

James N. Hauslein
    
    Director
    
    February 17, 2009/s/ Paul B. Guenther

Paul B. Guenther
    
    Director
    
    February 17, 2009/s/ Nathan Gantcher

Nathan Gantcher
    
    Director
    
    February 17, 2009
 70