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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, 2007
 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
    
    American Stock ExchangeCommon Stock included in the Units
    
    American Stock ExchangeWarrants included in the Units
    
    American Stock Exchange
  None
  o x
  o x
  x o
  o
   Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer x
    
    Smaller reporting company o(Do not check if a smaller reporting company)  x o




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TABLE OF CONTENTS
 PageForward-Looking Statements
    
    
    1ITEM 1.
    
    Business
    
    
    2ITEM 1A.
    
    Risk Factors
    
    
    26ITEM 1B.
    
    Unresolved Staff Comments
    
    
    45ITEM 2.
    
    Properties
    
    
    45ITEM 3.
    
    Legal Proceedings
    
    
    45ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    45ITEM 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    46ITEM 6.
    
    Selected Financial Data
    
    
    48ITEM 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    48ITEM 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    51ITEM 8.
    
    Financial Statements and Supplementary Data
    
    
    52ITEM 9.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    63ITEM 9A.
    
    Controls and Procedures
    
    
    63ITEM 9B.
    
    Other Information
    
    
    64ITEM 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    64ITEM 11.
    
    Executive Compensation
    
    
    69ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    69ITEM 13.
    
    Certain Relationships, Related Transactions and Director Independence
    
    
    72ITEM 14.
    
    Principal Accounting Fees and Services
    
    
    73ITEM 15.
    

Exhibits and Financial Statement Schedules
    
    
    74EX-10.1 Registration Rights AgreementEX-10.19 Berggruen Holdings Amended and Restated Letter AgreementEX-10.20 Marlin Equities Amended and Restated Letter AgreementEX-10.21 Nicolas Berggruen Amended and Restated Letter AgreementEX-10.22 Martin E. Franklin Amended and Restated Letter AgreementEX-10.23 James N. Hauslein Amended and Restated Letter AgreementEX-10.24 Nathan Gantcher Amended and Restated Letter AgreementEX-10.25 Paul B. Guenther Amended and Restated Letter AgreementEX-10.30 Form of Indemnification AgreementEX-31.1 Section 302 Certification of CEOEX-32.1 Section 906 Certification of CEO




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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 American Stock Exchange following a
business combination or the delisting of our securities from the American Stock Exchange;
    
    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




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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,
 2




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recurring revenue streams and an emphasis on low working capital and capital expenditure
requirements.
    
    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




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4




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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




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Eric Hanson
 Jennifer D. Stewart
 Effecting a Business Combination
 General
  6




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7




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Sources of target businesses
   8




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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;
    
    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.
 9




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Fair market value of target business or businesses
    10




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Issuance of additional debt or equity
   Lack of business diversification
  11




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
    
    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
   Limited available information for privately-held target companies
  12




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Limited resources and significant competition for business combinations
   Opportunity for stockholder approval of business combination
   13




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pro rata
 Redemption rights
   14




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pro rata
 pro rata pro rata
  15




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pro rata
  Dissolution and liquidation if no business combination
  16




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17




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pro rata
   pro rata
 18




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
    
    prior to such deadline, our board of directors will, consistent with its obligations
described in our second amended and restated certificate of incorporation 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.
  19




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Second Amended and Restated Certificate of Incorporation
  
    
    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;
    
    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.
  20




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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. As
described in more detail elsewhere in this Report, entities affiliated with Mr. Franklin
currently include Jarden Corporation, GLG Partners and LIAC and entities affiliated with
Mr. Berggruen currently include GLG Partners and LIAC, 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.
    
    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 earned on the
trust account balance of up to 1% of the gross proceeds of this offering ($10.35 million)
that may be 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.
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
    
    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.
    Conflict of Interest Procedures with Respect to Mr. Berggruen
   22




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Conflict of Interest Procedures with Respect to Berggruen Holdings and Berggruen Holdings Ltd.
  Conflict of Interest Procedures with Respect to Berggruen Holdings Ltds Employees
  23




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Conflict of Interest Procedures with Respect to Mr. Franklin and Jarden Corporation
 ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® &
#174; ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ®
  Conflict of Interest Procedures with Respect to GLG Partners
  24




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Conflict of Interest Procedures with Respect to LIAC
  
 Other Conflict of Interest Limitations
   25




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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.
  Employees
  
 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.
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We are a newly formed, 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.
  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.
  27




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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.
  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.
  28




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Our stockholders may be held liable for claims by third parties against us to the extent of
distributions received by them.
 pro rata
 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.
  29




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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 second amended and restated certificate of incorporation 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




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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.
  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.
  31




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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.
   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.
  32




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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;
    
    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
 33




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
    
    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.
  Our sponsors, Berggruen Holdings and Marlin Equities, currently control us and may influence
certain actions requiring a stockholder vote.
   34




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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.
   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.
    35




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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.
  36




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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
 37




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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




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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




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We will 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,
  Our outstanding warrants may adversely affect the market price of our common stock and make it more
difficult to effect a business combination.
  40




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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.
  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.
  41




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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.
  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.
  42




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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.
   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;
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
    
    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;
    
    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.
  44




---



##### 



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
  
 ITEM 2. Properties
  
 ITEM 3. Legal Proceedings
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
  45




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##### 



PART II
 
 ITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 1 2
  Quarter Ended
    
    Units
    
    
    Common Stock
    
    
    WarrantsHigh
    
    
    Low
    
    
    High
    
    
    Low
    
    
    High
    
    
    LowFourth Quarter of
year ended December 31, 2007 (from
December 12, 2007)
    
    $
    10.90
    
    
    $
    10.00
    
    
    $
    9.75
    
    
    $
    9.03
    
    
    $
    2.90
    
    
    $
    2.55
 Holders of Common Equity
  Dividends
  Recent Sales of Unregistered Securities
   46




---



##### 



Use of Proceeds from our Initial Public Offering
 1 2
  47




---



##### 



ITEM 6. Selected Financial Data
  As ofBalance Sheet Data:
    
    December 31, 2007Working capital (deficiency)
    
    $
    (1,386,368
    )Total assets
    
    
    1,020,078,408Total liabilities
    
    
    29,301,497Value of common stock which may be redeemed for cash
($9.82 per share)
    
    
    304,910,990Value of deferred interest income related to common
stock subject to possible redemption, net of tax
    
    
    482,772Stockholders equity
    
    
    685,383,149
 
 ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
  48




---



##### 



Off-Balance Sheet Arrangements
  Contractual Obligations
  Liquidity and Capital Resources
    49




---



##### 



Current liabilitiesAccrued expenses
    
    $
    6,379Accrued offering costs
    
    
    250,000Income taxes payable
    
    
    1,282,632Franchise taxes payable
    
    
    84,986Notes payable, founding stockholders
    
    
    250,0001,873,997
    50




---



##### 



ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
  51




---



##### 



ITEM 8. Financial Statements and Supplementary Data
 Report of Independent Registered Public Accounting Firm
 
    /s/ ROTHSTEIN, KASS & COMPANY, P.C. 
 52




---



##### 



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
BALANCE SHEET
December 31, 2007
 ASSETSCurrent assetCash
    
    $
    287,656Prepaid expenses
    
    
    199,973Total current assets
    
    
    487,629Other asset,cash held in trust account
    
    
    1,019,590,779Total Assets
    
    $
    1,020,078,408LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities
    
    $Accrued expenses
    
    
    6,379Accrued offering costs
    
    
    250,000Income taxes payable
    
    
    1,282,632Franchise taxes payable
    
    
    84,986Notes payable, founding stockholders
    
    
    250,000Total current liabilities
    
    
    1,873,997Long-term liabilitiesDeferred underwriters fee
    
    
    27,427,500Common stock subject to redemption, 31,049,999
shares at redemption value, 9.82 per share
    
    
    304,910,990Deferred interest income related to common
stock subject to possible redemption, net of
tax of approximately $385,000
    
    
    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 (including 31,049,999 shares
subject to possible redemption)
    
    
    12,938Additional paid-in capital
    
    
    686,812,963Deficit accumulated during the development stage
    
    
    (1,442,752
    )Total stockholders equity
    
    
    685,383,149Total liabilities and stockholders equity
    
    $
    1,020,078,408
 See accompanying notes to financial statements.
 53




---



##### 



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
STATEMENT OF OPERATIONS
 For the Periodfrom June 27, 2007(date of inception)to December 31, 2007Revenue
    
    $
    Formation and operating costs
    
    
    109,225Warrant modification charge
    
    
    2,460,000Loss from operations
    
    
    (2,569,225
    )Interest income
    
    
    2,891,877Income before provision for income taxes
    
    
    322,652Provision for income taxes
    
    
    1,282,632Net loss
    
    $
    (959,980
    )Maximum number of shares subject to possible redemption:Approximate weighted average number of shares
    
    
    3,155,000Income per share amount, basic and diluted
    
    $
    0.15Approximate weighted average number of common shares
outstanding (not subject to possible redemption), basic and
diluted
    
    
    33,236,000Net loss per common share not subject to possible redemption,
basic and diluted
    
    $
    (0.04
    )
 See accompanying notes to financial statements.
 54




---



##### 



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
STATEMENT OF STOCKHOLDERS EQUITY
 For the period from June 27, 2007 (date of inception) to December 31, 2007
 DeficitAccumulatedAdditional
    
    
    During the
    
    
    TotalCommon
    
    
    
    
    
    
    Paid-in
    
    
    Development
    
    
    Stockholders'Shares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquitySale of Units
issued to Founders
at $0.00097 per
unit (each unit
consists 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
    
    
    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
    )Warrant
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
    )
    
    $
    685,383,149
 See accompanying notes to financial statements.
 55




---



##### 



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
STATEMENT OF CASH FLOWS
 For the Periodfrom June 27, 2007(date of inception)to December 31, 2007Cash flows from operating activitiesNet loss
    
    $
    (959,980
    )Adjustment to reconcile net loss to net cash provided
by operating activities:Warrant modification charge
    
    
    2,460,000Increase in cash attributable to changes in
operating assets and liabilities:Prepaid expenses
    
    
    (199,973
    )Income taxes payable
    
    
    1,282,632Franchise taxes payable
    
    
    84,986Accrued expenses
    
    
    6,379Net cash provided by operating activities
    
    
    2,674,044Net cash used by investing activitiesCash held in trust account
    
    
    (1,019,590,779
    )Cash flows from financing activitiesProceeds from notes payable, founding stockholders
    
    
    250,000Proceeds from issuance of units to founding stockholders
    
    
    25,000Gross proceeds from public offering
    
    
    1,035,000,000Proceeds from issuance of warrants in private placements
    
    
    12,000,000Payments for underwriters discounts and offering costs
    
    
    (30,070,609
    )Net cash provided by financing activities
    
    
    1,017,204,391Net increase in cash
    
    
    287,656Cash, beginning of period
    
    
    Cash, end of period
    
    $
    287,656Supplemental schedule of non-cash financing activities:Accrued offering costs
    
    $
    250,000Deferred underwriters discount
    
    $
    27,427,500
 See accompanying notes to financial statements.
 56




---



##### 



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
    57




---



##### 



NOTE BSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of presentation:
  Development Stage Company:
 Accounting and Reporting
by Development Stage Enterprises
 Units:
  Net loss per common share:
 Earnings Per Share
  58




---



##### 



Concentration of credit risk:
  Fair value of financial instruments:
 Disclosure About Fair Value of Financial Instruments
 Use of estimates:
  Income tax:
 Accounting for Income Taxes
 Accounting for Uncertainty in Income Taxes
 Stock-based compensation
 Share-Based Payment
 59




---



##### 



Redeemable common stock:
 Classification and Measurement of Redeemable Securities
 Recently issued accounting pronouncements:
 Fair Value Measurements
 The Fair Value Option for Financial Assets
and Financial Liabilities
 Business Combinations
 60




---



##### 



NOTE CTHE OFFERING
 1 2 1 2
   NOTE DRELATED PARTY TRANSACTIONS
  61




---



##### 



62




---



##### 



NOTE EINCOME TAXES
   CurrentFederal
    
    
    829,005State
    
    
    197,696City
    
    
    255,931Total Current
    
    $
    1,282,632
  NOTE FCOMMITMENTS
  NOTE GPREFERRED STOCK
  
 ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  
 ITEM 9A. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
  63




---



##### 



(b) Internal Controls over Financial Reporting
  
 ITEM 9B. Other Information
  PART III
 
 ITEM 10. Directors, Executive Officers and Corporate Governance
 Directors and Executive Officer
  Name
    
    Age
    
    PositionNicolas Berggruen
    
    
    46
    
    
    President, Chief Executive Officer and DirectorMartin E. Franklin
    
    
    43
    
    
    Chairman of the BoardJames N. Hauslein
    
    
    48
    
    
    DirectorNathan Gantcher
    
    
    67
    
    
    DirectorPaul B. Guenther
    
    
    67
    
    
    Director
 Nicolas Berggruen
 Martin E. Franklin
 James N. Hauslein
 64




---



##### 



Nathan Gantcher
 Paul B. Guenther
 Number and Terms of Office of Directors
  65




---



##### 



Executive Officer and Director Compensation
    Director Independence
  Board Committees
  Audit Committee
  66




---



##### 




    
    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, if applicable, 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; and
    
    reviewing and approving all expense reimbursements made to our officers and directors,
provided that any expense reimbursements payable 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.
 Compensation Committee
  
    
    establishing overall compensation policies and recommending to our board of directors
major compensation programs;
    
    subsequent to our consummation of a business combination, reviewing and approving the
compensation of our officers and directors, including salary and bonus awards;
    
    administering any employee benefit, pension and equity incentive programs;
    
    reviewing officers and director indemnification and insurance matters; and
    
    preparing an annual report on executive compensation for inclusion in our proxy
statement.
 67




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##### 



Governance and Nominating Committee
  
    
    recommending qualified candidates for election to our board of directors;
    
    evaluating and reviewing the performance of existing directors;
    
    making recommendations to our board of directors regarding governance matters, including
our certificate of incorporation, bylaws and charters of our committees; and
    
    developing and recommending to our board of directors governance and nominating
guidelines and principles applicable to us.
 Code of Ethics and Committee Charters
 Form 8-K
 Section 16(a) Beneficial Ownership Reporting Compliance
  68




---



##### 



ITEM 11. Executive Compensation
 Compensation Discussion and Analysis
     Compensation Committee Interlocks and Insider Participation
  
 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 Securities Authorized for Issuance Under Equity Compensation Plans
  69




---



##### 




    
    each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
    
    Mr. Berggruen and each of our other directors; and
    
    Mr. Berggruen and all our other directors as a group.
   Approximate PercentageNumber of Shares
    
    
    of Outstandingof Common Stock
    
    
    Common StockName and Address of Beneficial Owner (1)
    
    Beneficially Owned
    
    
    Beneficially OwnedBerggruen Acquisition Holdings Ltd.(2)
    
    
    12,771,900
    
    
    
    9.9%
    (6)Marlin Equities II, LLC
    
    
    12,771,900
    
    
    
    9.9
    (6)Nicolas Berggruen (2)
    
    
    12,771,900
    
    
    
    9.9
    (6)Martin E. Franklin (3)
    
    
    12,771,900
    
    
    
    9.9
    (6)Brahman Capital Corp. (4)
    
    
    7,500,000
    
    
    
    5.8GLG Partners LP (5)
    
    
    7,517,577
    
    
    
    5.8James N. Hauslein
    
    
    110,400
    
    
    
    *Nathan Gantcher
    
    
    110,400
    
    
    
    *Paul B. Guenther
    
    
    110,400
    
    
    
    *All directors and executive officer as a
group (5 individuals)
    
    
    25,875,000
    
    
    
    20
    %
 
 *
    
    Less than 1%(1)
    
    The business address of Marlin Equities and Mr. Franklin is 555 Theodore Fremd Avenue, Suite
B-302, Rye, New York 10580. The business address of Berggruen Holdings, Mr. Berggruen and each
of the other individuals is c/o Liberty Acquisition Holdings Corp., 1114 Avenue of the
Americas, 41st Floor, New York, New York 10036. The business address of Brahman Capital Corp.
is 655 Third Avenue, 11th Floor, New York, New York 10017. The business address of GLG
Partners LP is 1 Curzon Street, London WIJ 5HB United Kingdom.(2)
    
    Our sponsor Berggruen Acquisition Holdings Ltd, a British Virgin Islands business company, is
the direct subsidiary of Berggruen Holdings, North America Ltd., a British Virgin Islands
business company, or BHNA. BHNA is the managing and majority shareholder of Berggruen
Acquisition Holdings II Ltd and a direct, wholly-owned subsidiary of Berggruen Holdings Ltd, a
British Virgin Islands business company. All of the shares of Berggruen Holdings Ltd are owned
by Tarragona Trust, a British Virgin Islands trust. The trustee of Tarragona Trust is Maitland
Trustees Limited, a 70




---



##### 



British Virgin Islands corporation acting as an institutional trustee in the ordinary course
of business without the purpose or effect of changing or influencing control of us. Mr.
Berggruen is a director of Berggruen Holdings Ltd and may be considered to have beneficial
ownership of Berggruen Holdings interests in us. Mr. Berggruen disclaims beneficial
ownership of any shares in which he does not have a pecuniary interest.(3)
    
    Mr. Franklin is the majority owner and managing member of Marlin Equities and may be
considered to have beneficial ownership of Marlin Equities interests in us. Mr. Franklin
disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.(4)
    
    Based on a Schedule 13G filed on December 17, 2007 with the SEC jointly by Brahman Capital
Corp. (Brahman Capital), Brahman Management, L.L.C. (Brahman Management), Peter A.
Hochfelder, Robert J. Sobel, and Mitchell A. Kuflik. The Schedule 13G indicates that Brahman
Capital and Brahman Management. hold shares on behalf of Brahman Partners II, L.P. (411,600
shares), Brahman Partners III, L.P. (1,310,100 shares), Brahman Institutional Partners, L.P.
(491,000 shares), B Y Partners, L.P. (1,167,800 shares), Brahman C.P.F. Partners, L.P.
(272,200 shares), Brahman Partners II Offshore, Ltd. (2,127,400 shares), Brahman Partners IV,
L.P. (806,300 shares), and Brahman Partners IV Offshore, Ltd. (913,600 shares). The Schedule
13G further indicates that (i) Brahman Capital, Mr. Hochfelder, Mr. Sobel and Mr. Kuflik have
shared voting and dispositive power with respect to 7,500,000 shares and (ii) Brahman
Management has shared voting and dispositive power with respect to 4,459,000 shares.(5)
    
    Based on a Schedule 13G filed on December 28, 2007 with the SEC jointly by (i) GLG Partners,
LP (the Investment Manager), with respect to the Shares held by certain funds or accounts to
which the Investment Manager serves as investment manager (the GLG Funds), (ii) GLG Partners
Limited (the General Partner), which serves as the general partner of the Investment
Manager, with respect to the shares held by each of the GLG Funds, and (iii) GLG Partners,
Inc. (the Parent Company), which indirectly wholly owns the General Partner, with respect to
the Shares held by each of the GLG Funds. The Schedule 13G indicates that (i) the Investment
Manager serves as the investment manager to each of the GLG Funds; (ii) the General Partner
serves as the general partner to the Investment Manager; (iii) the Parent Company indirectly
wholly owns the General Partner; (iv) the Investment Manager may be deemed to be the
beneficial owner of all shares owned by the GLG Funds and exercises its investment authority
directly or indirectly through various entities, including, without limitation, GLG Inc.; (v)
the General Partner may be deemed to be the beneficial owner of all Shares owned by the GLG
Funds; (vi) each of Emmanuel Roman, Pierre Lagrange and Noam Gottesman are the Managing
Directors of the General Partner; (vii) the Parent Company may be deemed to be the beneficial
owner of all shares owned by the GLG Funds and (viii) each of the Investment Manager, the
General Partner, the Parent Company, GLG Inc., Emmanuel Roman, Pierre Lagrange and Noam
Gottesman disclaims any beneficial ownership of any such shares, except for their pecuniary
interest therein. The Schedule 13G further indicates that each of the Investment Manager, the
General Partner and the GLG Funds have shared voting and dispositive power with respect to all
such shares.(6)
    
    Upon consummation of the co-investment, each of Berggruen Holdings and Marlin Equities and
Messrs. Berggruen and Franklin will beneficially own 23.8% of our outstanding shares. All of
the shares of our common stock that Mr. Berggruen and Mr. Franklin will be deemed to
beneficially own and control will be owned indirectly through their respective affiliates.
Neither Mr. Berggruen nor Mr. Franklin directly owns or controls any of our shares of common
stock.  71




---



##### 



ITEM 13. Certain Relationships, Related Transactions and Director Independence
  
    
    each of our founders has agreed to vote its founders common stock in the same manner as
a majority of the public stockholders who vote at the special or annual meeting called for
the purpose of approving our initial business combination. As a result, they will not be
able to exercise redemption rights with respect to the founders common stock if our
initial business combination is approved by a majority of our public stockholders;
    
    the warrants underlying such units become exercisable after our consummation of a
business combination if and when the last sales price of our common stock equals or exceeds
$15.00 per share for any 20 trading days within a 30 trading day period beginning 90 days
after such business combination; and
    
    the warrants underlying such units are non-redeemable for so long as they are held by
our founders or their permitted transferees.
      72




---



##### 



ITEM 14. Principal Accounting Fees and Services
  73




---



##### 



Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  Pre-Approval Policy
 de minimus
 PART IV
 
 ITEM 15. Exhibits and Financial Statement Schedules
 (a) The following documents are filed as a part of this Report:
 1.
    
    Financial Statements:Report of Independent Registered Public Accounting FirmBalance SheetStatement of OperationsStatement of Stockholders EquityStatement of Cash FlowsNotes to Financial Statements
 74




---



##### 



2.
    
    Financial Statement Schedule(s):
  3.
    
    Exhibits:
  (b) Exhibits:
  (c) Financial Statement Schedules
  ExhibitNumber
    
    Description3.1
    
    
    Second Amended and Restated Certificate of Incorporation (4)3.2
    
    
    Bylaws (1)4.1
    
    
    Specimen Unit Certificate (1)4.2
    
    
    Specimen Common Stock Certificate (1)4.3
    
    
    Warrant Agreement, dated August 9, 2007 between Continental Stock
Transfer & Trust Company and the Registrant (1)4.4
    
    
    Amended and Restated Warrant Agreement dated November 9, 2007
between Continental Stock Transfer & Trust Company and the
Registrant (3)4.5
    
    
    Second Amended and Restated Warrant Agreement dated December 6,
2007 between Continental Stock Transfer & Trust Company and the
Registrant (4)4.6
    
    
    Specimen Public Warrant Certificate (included in Exhibit 4.3)4.7
    
    
    Specimen Private Warrant Certificate (included in Exhibit 4.3)10.1
    *
    
    Registration Rights Agreement among the Registrant and the
Founders, dated December 6, 200710.2
    
    
    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.) (1)
 75




---



##### 



ExhibitNumber
    
    Description10.3
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007
by and between the Registrant and Marlin Equities (1)10.4
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007
by and between the Registrant and
James N. Hauslein (1)10.5
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007
by and between the Registrant and Nathan Gantcher (1)10.6
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007
by and between the Registrant and Paul B. Guenther (1)10.7
    
    
    Sponsors Warrant and Co-Investment Units Subscription Agreement
dated as of August 9, 2007 by and between the Registrant and
Berggruen Holdings (formerly known as Berggruen Freedom Holdings,
Ltd.) (1)10.8
    
    
    Sponsors Warrant and Co-Investment Units Subscription Agreement
dated as of August 9, 2007 by and between the Registrant and Marlin
Equities (1)10.9
    
    
    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 (4)10.10
    
    
    Amended and Restated Sponsors Warrant and Co-Investment Units
Subscription Agreement dated as of December 6, 2007 among the
Registrant and Marlin Equities (4)10.11
    
    
    Investment Management Trust Agreement by and between the Registrant
and Continental Stock Transfer & Trust Company, dated December 12,
2007 (4)10.12
    
    
    Letter Agreement dated as of August 9, 2007 among the Registrant,
Citigroup Global Markets Inc. and Berggruen Holdings (formerly
known as Berggruen Freedom Holdings, Ltd.) (1)10.13
    
    
    Letter Agreement dated as of August 9, 2007 among the Registrant,
Citigroup Global Markets Inc. and Marlin Equities (1)10.14
    
    
    Letter Agreement dated as of August 9, 2007 among the Registrant,
Citigroup Global Markets Inc. and Nicolas Berggruen (1)10.15
    
    
    Letter Agreement dated as of August 9, 2007 among the Registrant,
Citigroup Global Markets Inc. and
Martin E. Franklin (1)10.16
    
    
    Letter Agreement dated as of August 9, 2007 among the Registrant,
Citigroup Global Markets Inc. and
James N. Hauslein (1)10.17
    
    
    Letter Agreement dated as of August 9, 2007 among the Registrant,
Citigroup Global Markets Inc. and Nathan Gantcher (1)10.18
    
    
    Letter Agreement dated as of August 9, 2007 among the Registrant,
Citigroup Global Markets Inc. and Paul B. Guenther (1)10.19
    *
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Berggruen
Holdings10.20
    *
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Marlin
Equities10.21
    *
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Nicolas
Berggruen
 76




---



##### 



ExhibitNumber
    
    Description10.22
    *
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Martin E.
Franklin10.23
    *
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and James N.
Hauslein10.24
    *
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Nathan
Gantcher10.25
    *
    

Amended
and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Paul B.
Guenther10.26
    
    
    Promissory Note, dated August 9, 2007, issued to Berggruen Holdings
(formerly known as Berggruen Freedom Holdings, Ltd.) (1)10.27
    
    
    Promissory Note, dated August 9, 2007, issued to Marlin Equities (1)10.28
    
    
    Form of Letter Agreement among the Registrant and Berggruen
Holdings, Inc. providing office space to the Registrant (1)10.29
    
    
    Form of Berggruen Holdings Ltd Employee Letter Agreement (1)10.30
    *
    
    Form of Indemnification Agreement by and between the Registrant and
each of its officers and directors, dated December 6, 200714.1
    
    

Form of Code of Ethics (1)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 (1)99.2
    
    
    Form of Charter of Governance and Nominating Committee (1)99.3
    
    
    Form of Charter of Compensation Committee (1)
 
 *
    
    Filed Herewith.(1)
    
    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.(2)
    
    Incorporated by reference to the corresponding exhibit filed with Amendment No. 1 to the
Registration Statement on Form S-1 (File No. 333-145559) filed with the SEC on October 5,
2007.(3)
    
    Incorporated by reference to the corresponding exhibit filed with Amendment No. 2 to the
Registration Statement on Form S-1 (File No. 333-145559) filed with the SEC on November 9,
2007.(4)
    
    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. 77




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##### 



SIGNATURES
  March 11, 2008
    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)
    
    March 11, 2008/s/ Martin E. Franklin

Martin E. Franklin
    
    Director
    
    March 11, 2008/s/ James N. Hauslein

James N. Hauslein
    
    Director
    
    March 11, 2008/s/ Paul B. Guenther

Paul B. Guenther
    
    Director
    
    March 11, 2008/s/ Nathan Gantcher

Nathan Gantcher
    
    Director
    
    March 11, 2008
 78