##### 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, 2009
 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 AmexCommon Stock included in the Units
    
    NYSE AmexWarrants included in the Units
    
    NYSE Amex
 None
 o Yes þ No
 o Yes þ No
 þ Yes o No
 o o
 þ
  þ Large accelerated filer
    
    o Accelerated filer
    
    o
Non-accelerated filer
    
    o
Smaller reporting company
 þ o




---



##### 



TABLE OF CONTENTS
 PagePART I
    
    
    4ITEM 1. Business
    
    
    4ITEM 1A. Risk Factors
    
    
    23ITEM 1B. Unresolved Staff Comments
    
    
    38ITEM 2. Properties
    
    
    38ITEM 3. Legal Proceedings
    
    
    38ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    39PART II
    
    
    39ITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    39ITEM 6. Selected Financial Data
    
    
    41ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations Overview
    
    
    42ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    44ITEM 8. Financial Statements and Supplementary Data
    
    
    45ITEM 9B. Other Information
    
    
    59PART III
    
    
    60ITEM 10. Directors, Executive Officers and Corporate Governance
    
    
    60ITEM 11. Executive Compensation
    
    
    63ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    64ITEM 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    65ITEM 14. Principal Accounting Fees and Services
    
    
    67PART IV
    
    
    68ITEM 15. Exhibits and Financial Statement Schedules
    
    
    68Exhibit 31.1Exhibit 32.1
   2




---



##### 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 Amex following a
business combination or the delisting of our securities from the NYSE Amex;
    
    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.
  3




---



##### Table of Contents



PART I
 
 ITEM 1. Business
 General
    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.
    
    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.
  4




---



##### Table of Contents




    
    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
     5




---



##### 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.
  6




---



##### Table of Contents



Assistance from Berggruen Holdings Ltds Employees
  Effecting a Business Combination
 General
    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;
    
    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




---



##### Table of Contents



Fair market value of target business or businesses
      10




---



##### Table of Contents



Issuance of additional debt or equity
   Lack of business diversification
    
    
    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.
   11




---



##### Table of Contents



Limited ability to evaluate the target business management
   Limited available information for privately-held target companies
  Limited resources and significant competition for business combinations
    12




---



##### Table of Contents



Opportunity for stockholder approval of business combination
  pro rata
 Redemption rights
   13




---



##### Table of Contents



pro rata
 pro rata pro rata
  14




---



##### Table of Contents



pro rata
  Dissolution and liquidation if no business combination
    15




---



##### Table of Contents



pro rata
  16




---



##### Table of Contents



pro rata
    17




---



##### Table of Contents




    
    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.
  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;
    
    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.
  18




---



##### Table of Contents



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 and GLG
Partners and entities affiliated with Mr. Berggruen previously included GLG Partners
and LAHIC, each of which has (or had) 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 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.
  19




---



##### Table of Contents




    
    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
    20




---



##### Table of Contents



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
  Conflict of Interest Procedures with Respect to Mr. Franklin and Jarden Corporation
 ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® TM ® ® ® ® ® ® ® ® ® TM ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ®
  21




---



##### Table of Contents



Conflict of Interest Procedures with Respect to GLG Partners
   Other Conflict of Interest Limitations
    22




---



##### Table of Contents



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
  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.
  23




---



##### Table of Contents



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.
  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.
   24




---



##### Table of Contents



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.
    25




---



##### Table of Contents



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.
  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;
  26




---



##### 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.
   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.
   27




---



##### Table of Contents



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 fewer 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.
   28




---



##### Table of Contents



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
 
    
    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.
   29




---



##### 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.
   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.
   30




---



##### 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.
   31




---



##### 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.
   32




---



##### Table of Contents



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.
   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.
   33




---



##### Table of Contents



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.
  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,
   34




---



##### 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.
   35




---



##### 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.
  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.
   36




---



##### Table of Contents



We are dependent upon Mr. Berggruen and Mr. Franklin and the loss of any of them could adversely
affect our ability to operate.
  The NYSE Amex 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;
 
    
    foreign exchange controls;
 
    
    crime, strikes, riots, civil disturbances, terrorist attacks and wars; and
 
    
    deterioration of political relations with the United States.
  37




---



##### Table of Contents



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
  
 ITEM 2. Properties
  
 ITEM 3. Legal Proceedings
   38




---



##### Table of Contents



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
   Units
    
    
    Common Stock
    
    
    WarrantsQuarter Ended
    
    High
    
    
    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
    
    
    $
    0.302009First Quarter
    
    $
    9.12
    
    
    $
    8.50
    
    
    $
    8.90
    
    
    $
    8.29
    
    
    $
    0.56
    
    
    $
    0.22Second Quarter
    
    $
    9.30
    
    
    $
    8.88
    
    
    $
    9.10
    
    
    $
    8.75
    
    
    $
    0.45
    
    
    $
    0.25Third Quarter
    
    $
    9.84
    
    
    $
    9.28
    
    
    $
    9.50
    
    
    $
    9.05
    
    
    $
    0.90
    
    
    $
    0.33Fourth Quarter
    
    $
    10.24
    
    
    $
    9.77
    
    
    $
    9.69
    
    
    $
    9.40
    
    
    $
    0.76
    
    
    $
    0.50
  39




---



##### Table of Contents



Performance Graph
  
 Holders of Common Equity
  Dividends
  Preferred Stock
  Recent Sales of Unregistered Securities
   40




---



##### Table of Contents



Use of Proceeds from our Initial Public Offering
 1
  
 ITEM 6. Selected Financial Data
  Period fromJune 27, 2007Year Ended
    
    
    Year Ended
    
    
    (inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2007Statement of Operations Data:Loss from operations
    
    $
    (918,594
    )
    
    $
    (833,005
    )
    
    $
    (2,569,225
    )Net income (loss) applicable to common stockholders
    
    
    1,614,915
    
    
    
    13,328,223
    
    
    
    (959,980
    )Income per common share subject to possible redemption, basic and diluted
    
    
    0.02
    
    
    
    0.03
    
    
    
    Income (loss) per common share not subject to possible redemption, basic
    
    
    0.01
    
    
    
    0.12
    
    
    
    (0.03
    )Income (loss) per common share not subject to possible redemption, diluted
    
    
    0.01
    
    
    
    0.10
    
    
    
    (0.03
    )
 As of December 31,2009
    
    
    2008
    
    
    2007Balance Sheet Data:Working capital (deficit)
    
    $
    10,694,411
    
    
    $
    10,947,952
    
    
    $
    (1,386,368
    )Total assets
    
    
    1,033,181,150
    
    
    
    1,031,648,244
    
    
    
    1,020,078,408Total liabilities
    
    
    27,461,101
    
    
    
    27,543,110
    
    
    
    29,301,497Value of common stock which may be redeemed for cash ($9.82 per share)
    
    
    304,910,990
    
    
    
    304,910,990
    
    
    
    304,910,990Value of deferred interest income related to common stock subject to possible redemption, net of tax
    
    
    2,205,468
    
    
    
    1,568,300
    
    
    
    482,772Stockholders equity
    
    
    698,603,591
    
    
    
    697,625,844
    
    
    
    685,383,149
  41




---



##### Table of Contents



ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Overview
    Off-Balance Sheet Arrangements
  Contractual Obligations
  Liquidity and Capital Resources
    42




---



##### Table of Contents



Current liabilitiesAccrued expenses
    
    $
    2,027Income taxes payable
    
    
    0Franchise taxes payable
    
    
    31,574$
    33,601
     43




---



##### Table of Contents




    
    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;
    
    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
     44




---



##### Table of Contents



Fair value of financial instruments
  Income Taxes
 Accounting for Income Taxes
 Accounting for Uncertainty in 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
   45




---



##### Table of Contents



ITEM 8. Financial Statements and Supplementary Data
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        
  46




---



##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 BALANCE SHEETS
 December 31, 2009
    
    
    December 31, 2008ASSETSCurrent assetsCash
    
    $
    8,941,801
    
    
    $
    9,689,737Prepaid income taxes
    
    
    550,576
    
    
    
    1,281,352Other prepaid expenses
    
    
    101,635
    
    
    
    92,473Total current assets
    
    
    9,594,012
    
    
    
    11,063,562Other assetsDeferred taxes
    
    
    492,000
    
    
    
    Cash and cash equivalents held in Trust Account
    
    
    1,022,041,138
    
    
    
    1,020,584,682Total other assets
    
    
    1,022,533,138
    
    
    
    1,020,584,682Total assets
    
    $
    1,032,127,150
    
    
    $
    1,031,648,244LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccrued expenses
    
    $
    2,027
    
    
    $
    20,000Franchise taxes payable
    
    
    31,574
    
    
    
    95,610Total current liabilities
    
    $
    33,601
    
    
    $
    115,610Long-term liabilitiesLong-term liability, deferred underwriters fee
    
    $
    27,427,500
    
    
    $
    27,427,500Common stock subject to 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
    
    
    2,205,468
    
    
    
    1,568,300CommitmentsStockholders equityPreferred stock, $.0001 par value; 1,000,000 shares authorized; none issuedCommon stock, $.0001 par value, authorized 215,062,500 shares; 129,375,000
shares issued and outstanding as of December 31, 2009 and 2008, respectively
(including 31,049,999 shares subject to possible redemption)
    
    
    12,938
    
    
    
    12,938Additional paid-in capital
    
    
    686,812,963
    
    
    
    686,812,963Earnings accumulated during the development stage
    
    
    10,723,690
    
    
    
    10,799,943Total stockholders equity
    
    
    697,549,591
    
    
    
    697,625,844Total liabilities and stockholders equity
    
    $
    1,032,127,150
    
    
    $
    1,031,648,244
   47




---



##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 STATEMENTS OF OPERATIONS
 Period from
    
    
    Period fromJune 27,
    
    
    June 27,2007
    
    
    2007For the Year
    
    
    For the Year
    
    
    (inception)
    
    
    (inception)Ended
    
    
    Ended
    
    
    to
    
    
    toDecember 31, 
2009
    
    
    December 31, 
2008
    
    
    December 31, 
2007
    
    

December 31, 
2009Revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Formation and administrative costs
    
    
    3,418,594
    
    
    
    833,005
    
    
    
    109,225
    
    
    
    4,360,824Warrant modification charge (stock compensation expense)
    
    
    
    
    
    
    
    
    
    
    2,460,000
    
    
    
    2,460,000Loss from operations
    
    
    (3,418,594
    )
    
    
    (833,005
    )
    
    
    (2,569,225
    )
    
    
    (6,820,824
    )Interest income
    
    
    3,834,415
    
    
    
    25,593,766
    
    
    
    2,891,877
    
    
    
    32,320,058Income before provision for income taxes
    
    
    415,821
    
    
    
    24,760,761
    
    
    
    322,652
    
    
    
    25,499,234Provision for income taxes
    
    
    (145,094
    )
    
    
    11,432,538
    
    
    
    1,282,632
    
    
    
    12,570,076Net income (loss) applicable to common stockholders
    
    $
    560,915
    
    
    $
    13,328,223
    
    
    $
    (959,980
    )
    
    $
    12,929,158Maximum number of shares subject to possible redemption:Approximate weighted average number of shares, basic and diluted
    
    
    31,049,999
    
    
    
    31,049,999
    
    
    
    3,138,032
    
    
    
    25,340,043Income per share of common stock subject to possible redemption, basic and diluted
    
    $
    0.02
    
    
    $
    0.03
    
    
    $
    
    
    
    $
    0.09Approximate weighted average number of common shares outstanding (not subject to
possible redemption), basic
    
    
    98,325,000
    
    
    
    98,325,000
    
    
    
    33,197,074
    
    
    
    85,001,768Income (loss) per common share not subject to possible redemption, basic
    
    $
    0.01
    
    
    $
    0.13
    
    
    $
    (0.03
    )
    
    $
    0.14Approximate weighted average number of common shares outstanding (not subject to
possible redemption), diluted
    
    
    122,642,347
    
    
    
    122,845,896
    
    
    
    33,197,074
    
    
    
    106,040,173Income (loss) per common share not subject to possible redemption, diluted
    
    $
    0.01
    
    
    $
    0.10
    
    
    $
    (0.03
    )
    
    $
    0.11
   48




---



##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
 (a corporation in the development stage)
 STATEMENTS OF STOCKHOLDERS EQUITY
 Earnings(Deficit)AccumulatedDuring the
    
    
    TotalCommon
    
    
    
    
    
    
    Additional Paid-
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    in Capital
    
    
    Stage
    
    
    EquitySale of Units issued to
founding stockholders on
August 9, 2007 at
approximately $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
    
    
    
    
    
    
    
    12,000,000Sales 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,328,223
    
    
    
    13,328,223Balances, at December 31, 2008
    
    
    129,375,000
    
    
    $
    12,938
    
    
    $
    686,812,963
    
    
    $
    10,799,943
    
    
    $
    697,625,844Accretion of Trust Account
relating to common stock
subject to possible
redemption, net of tax of
approximately $521,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (637,168
    )
    
    
    (637,168
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    560,915
    
    
    
    560,915Balances, at December 31, 2009
    
    
    129,375,000
    
    
    $
    12,938
    
    
    $
    686,812,963
    
    
    $
    10,723,690
    
    
    $
    697,549,591
   49




---



##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 STATEMENTS OF CASH FLOWS
 Period from
    
    
    Period fromJune 27, 2007
    
    
    June 27, 2007Year Ended
    
    
    Year Ended
    
    
    (inception) to
    
    
    (inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2007
    
    
    2009Cash flows from operating activitiesNet income (loss)
    
    $
    560,915
    
    
    $
    13,328,223
    
    
    $
    (959,980
    )
    
    $
    12,929,158Adjustment to reconcile net income (loss) to net cash provided by operating activities:Warrant modification charge (stock compensation expense)
    
    
    
    
    
    
    
    
    
    
    2,460,000
    
    
    
    2,460,000Deferred tax benefit
    
    
    (492,000
    )
    
    
    
    
    
    
    
    
    
    
    (492,000
    )Increase (decrease) in cash attributable to changes in
operating assets and liabilities:Prepaid expenses
    
    
    (9,162
    )
    
    
    107,500
    
    
    
    (199,973
    )
    
    
    (101,635
    )Prepaid income taxes
    
    
    730,776
    
    
    
    (1,281,352
    )
    
    
    
    
    
    
    (550,576
    )Income taxes payable
    
    
    
    
    
    
    (1,282,632
    )
    
    
    1,282,632
    
    
    
    Franchise taxes payable
    
    
    (64,036
    )
    
    
    10,624
    
    
    
    84,986
    
    
    
    31,574Accrued expenses
    
    
    (17,973
    )
    
    
    13,621
    
    
    
    6,379
    
    
    
    2,027Net cash provided by operating activities
    
    
    708,520
    
    
    
    10,895,984
    
    
    
    2,674,044
    
    
    
    14,278,548Cash flows from investing activitiesPrincipal deposited in Trust Account
    
    
    
    
    
    
    
    
    
    
    (1,017,502,800
    )
    
    
    (1,017,502,500
    )Interest reinvested in Trust Account
    
    
    (3,801,622
    )
    
    
    (25,494,802
    )
    
    
    (2,888,279
    )
    
    
    (32,184,703
    )Redemptions from the Trust Account
    
    
    2,345,166
    
    
    
    24,500,899
    
    
    
    800,000
    
    
    
    27,646,065Net cash used in investing activities
    
    
    (1,456,456
    )
    
    
    (993,903
    )
    
    
    (1,019,590,779
    )
    
    
    (1,022,041,138
    )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
    
    
    
    25,000Gross proceeds from public offering
    
    
    
    
    
    
    
    
    
    
    1,035,000,000
    
    
    
    1,035,000,000Proceeds from issuance of warrants in private placements
    
    
    
    
    
    
    
    
    
    
    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 (decrease) in cash
    
    
    (747,936
    )
    
    
    9,402,081
    
    
    
    287,656
    
    
    
    8,941,801Cash, beginning of period
    
    
    9,689,737
    
    
    
    287,656
    
    
    
    
    
    
    
    Cash, end of period
    
    $
    8,941,801
    
    
    $
    9,689,737
    
    
    $
    287,656
    
    
    $
    8,941,801Supplemental schedule 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
    
    $
    2,116,131
    
    
    $
    13,996,521
    
    
    $
    
    
    
    $
    16,112,652
   50




---



##### Table of Contents



NOTES TO FINANCIAL STATEMENTS
 NOTE ADESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN CONSIDERATION
 Accounting and Reporting By Development Stage Enterprises,
    51




---



##### 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:
     52




---



##### Table of Contents



Concentration of credit risk:
  Fair value of financial instruments:
  Use of estimates:
  Income taxes:
 Accounting for Income Taxes
  Stock-based compensation:
 Share-Based Payment
  53




---



##### Table of Contents



Redeemable common stock:
 Classification and
Measurement of Redeemable Securities
 Recently issued accounting policies:
 Topic 105  Generally Accepted Accounting Principles  amendments
based on Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards
Codification (ASC) and the Hierarchy of Generally Accepted Accounting Principles The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles
 Omnibus UpdateAmendments to Various Topics
for Technical Corrections
 SEC Update  Amendments to Various Topics
Containing SEC Staff Accounting Bulletins
 Accounting for Redeemable Equity Instruments
 Amendment to Section 480-10-S99
 Fair Value Measurements and Disclosures
(Topic 820)  Measuring Liabilities at Fair Value
 Implementation Guidance on Accounting for
Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities
  54




---



##### Table of Contents



Technical Corrections to SEC Paragraphs
 Earnings Per Share Amendments to Section
260-10-S99
 Accounting for Investments-Equity Method
and Joint Ventures and Accounting for Equity-Based Payments to Non-Employees
 Fair Value Measurements and Disclosures
(Topic 820), Investments in Certain Entities that Calculate Net Asset Value per Share (or Its
Equivalent)
  Subsequent events:
  NOTE CTHE OFFERING
    55




---



##### Table of Contents



NOTE DRELATED PARTY TRANSACTIONS
    Share-Based Payment
  56




---



##### Table of Contents



NOTE EINCOME TAXES
   Period from June 27,
    
    
    Period from June 27,Year Ended
    
    
    Year Ended
    
    
    2007 (inception) to
    
    
    2007 (inception) toDecember 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2007
    
    
    December 31, 2009CurrentFederal
    
    $
    346,906
    
    
    $
    7,536,431
    
    
    $
    829,005
    
    
    $
    8,712,342State
    
    
    
    
    
    
    1,645,661
    
    
    
    197,696
    
    
    
    1,843,357City
    
    
    
    
    
    
    2,250,446
    
    
    
    255,931
    
    
    
    2,506,377Total current
    
    $
    346,906
    
    
    $
    11,432,538
    
    
    $
    1,282,632
    
    
    $
    13,062,076DeferredFederal
    
    $
    (492,000
    )
    
    $
    
    
    
    $
    
    
    
    $
    (492,000
    )State
    
    
    (63,000
    )
    
    
    
    
    
    
    
    
    
    
    (63,000
    )City
    
    
    (84,000
    )
    
    
    
    
    
    
    
    
    
    
    (84,000
    )(639,000
    )
    
    
    
    
    
    
    
    
    
    
    (639,000
    )Valuation allowance
    
    
    147,000
    
    
    
    
    
    
    
    
    
    
    
    147,000Total deferred
    
    $
    (492,000
    )
    
    $
    
    
    
    $
    
    
    
    $
    (492,000
    )Provision of income tax
    
    $
    (145,094
    )
    
    $
    11,432,538
    
    
    $
    1,282,632
    
    
    $
    12,570,076
 NOTE FCOMMITMENTS
  NOTE GPREFERRED STOCK
   57




---



##### Table of Contents



NOTE HFAIR VALUE MEASUREMENTS
   Financial Assets at Fair Value as of December 31, 2009
 Quoted Prices in
    
    
    Significant Other
    
    
    SignificantFair Value December
    
    
    Active Markets
    
    
    Observable Inputs
    
    
    Unobservable InputsDescription
    
    31, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash and cash
equivalents held in
trust
    
    $
    1,022,041,138
    
    
    $
    1,022,041,138
    
    
    $
    
    
    
    $
    Total
    
    $
    1,022,041,138
    
    
    $
    1,022,041,138
    
    
    $
    
    
    
    $
    
 Financial Assets at Fair Value as of December 31, 2008
 Quoted Prices in
    
    
    Significant Other
    
    
    SignificantFair Value December
    
    
    Active Markets
    
    
    Observable Inputs
    
    
    Unobservable InputsDescription
    
    31, 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
  ITEM 9A. Controls and Procedures
 Managements annual report on internal control over financial reporting
    58




---



##### Table of Contents



Changes in Internal Control over Financial Reporting
  Disclosure Controls and Procedures
   Report of Independent Registered Public Accounting Firm
  
 ITEM 9B. Other Information
   59




---



##### Table of Contents



PART III
 
 ITEM 10. Directors, Executive Officers and Corporate Governance
  Name
    
    Age
    
    Position with Liberty Acquisition Holdings Corp.Nicolas Berggruen
    
    
    48
    
    
    President, Chief Executive Officer and DirectorMartin E. Franklin
    
    
    45
    
    
    Chairman of the BoardJames N. Hauslein
    
    
    50
    
    
    DirectorNathan Gantcher
    
    
    69
    
    
    DirectorPaul B. Guenther
    
    
    69
    
    
    Director
  Nicolas Berggruen
 Martin E. Franklin
 James N. Hauslein
 Nathan Gantcher
  60




---



##### Table of Contents



Paul B. Guenther
 Board Committees
 st
 Audit Committee
 
    
    meeting with our management periodically to consider the adequacy of our internal control over
financial reporting and the objectivity of our financial reporting;
    
    appointing our 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 our 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 our 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 our independent registered public
accounting firm 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.
  61




---



##### Table of Contents



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.
 Corporate 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.
 Corporate Governance Guidelines and Documents
 st
 Section 16(a) Beneficial Ownership Reporting Compliance
   62




---



##### Table of Contents



ITEM 11. Executive Compensation
 Compensation Discussion and Analysis
       Compensation Committee Report
  By
    the Compensation Committee,James N. HausleinNathan Gantcher
Paul B. Guenther  63




---



##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  
 ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
    
    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
    %(5)Marlin Equities II, LLC
    
    
    12,771,900
    
    
    
    9.9
    (5)Nicolas Berggruen (2)
    
    
    12,771,900
    
    
    
    9.9
    (5)Martin E. Franklin (3)
    
    
    12,771,900
    
    
    
    9.9
    (5)Integrated Core Strategies (US) LLC (4)
    
    
    7,950,266
    
    
    
    6.1James 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 Integrated Core Strategies (US) LLC is 666 Fifth Avenue,
New York, New York 10103.  64




---



##### Table of Contents



(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 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/A filed on January 15, 2010 with the SEC
jointly by Integrated Core Strategies (US) LLC (Integrated),
Millenco LLC, Millennium Management LLC (Millennium) and Israel A.
Englander (Englander). The Schedule 13G/A indicates Millennium is
the general partner of Integrated Holding Group LP, a Delaware limited
partnership (Integrated Holding Group), which is the managing member
of Integrated. Englander is the managing member of Millennium.
Millennium and Englander disclaim beneficial ownership of the
securities owned by Integrated. The Schedule 13G/A further indicates
that (i) Integrated has shared voting and dispositive power with
respect to 7,950,266 shares and (ii) Millennium and Englander have
shared voting and dispositive power with respect to 7,950,266 shares.(5)
    
    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.  Securities Authorized for Issuance Under Equity Compensation Plans
  
 ITEM 13. Certain Relationships and Related Transactions, and Director Independence
 Certain Relationships and Related Transactions
   65




---



##### Table of Contents




    
    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.
       66




---



##### Table of Contents



Director Independence
  
 ITEM 14. Principal Accounting Fees and Services
  Audit Fees
  Audit-Related Fees
  Tax Fees
   67




---



##### Table of Contents



All Other Fees
  Pre-Approval Policy
 de
minimis
  
 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:
  (b) Exhibits:
  (c) Financial Statement Schedules
   68




---



##### Table of Contents



SIGNATURES
  February 24, 2010
     LIBERTY ACQUISITION HOLDINGS CORP.By:

/s/ Nicolas BerggruenNicolas 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
 24, 2010/s/ Martin E. Franklin

Martin E. Franklin
    
    Director
    
    February
 24, 2010/s/ James N. Hauslein

James N. Hauslein
    
    Director
    
    February
 24, 2010/s/ Paul B. Guenther

Paul B. Guenther
    
    Director
    
    February
 24, 2010/s/ Nathan Gantcher

Nathan Gantcher
    
    Director
    
    February
 24, 2010
  69




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description1.1
    
    
    Form of Underwriting Agreement(5)3.1
    
    
    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)10.10
    
    
    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 and Restated Letter Agreement dated as of December 6, 2007 among the Registrant,
Citigroup Global Markets Inc. and Paul B. Guenther (4)10.17
    
    
    Promissory Note, dated August 9, 2007, issued to Marlin Equities (2)
  70




---



##### Table of Contents



ExhibitNumber
    
    Description10.18
    
    
    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)10.21
    
    
    Promissory Note, dated August 9, 2007, issued to Berggruen Holdings (formerly known as
Berggruen Freedom Holdings, Ltd.) (2)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.(5)
    
    Incorporated by reference to the corresponding exhibit filed with the Amendment to
Registration Statement on Form S-1 (File No. 333-145559) with the SEC on November 9, 2007.  71