##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-33862
 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
 
  
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o
 þ o




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##### 



TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATION
    
    
    2ITEM 1. Financial Statements
    
    
    2CONDENSED BALANCE SHEETS
    
    
    2CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
    
    
    3CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
    
    
    4CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
    
    
    5NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
    
    
    6ITEM. 2. Managements Discussion
and Analysis of Financial Condition and Results
of Operations
    
    
    18ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    21ITEM 4. Controls and Procedures
    
    
    21PART II  OTHER INFORMATION
    
    
    22ITEM 1. Legal Proceedings
    
    
    22ITEM 1A. Risk Factors
    
    
    22ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    28ITEM 3. Defaults upon Senior Securities
    
    
    29ITEM 4. Submission of Matters to a Vote of the Security Holders
    
    
    29ITEM 5. Other Information
    
    
    29ITEM 6. Exhibits
    
    
    29SIGNATURES
    
    
    32Exhibit 31.1Exhibit 32.1
   i




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##### 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, including our
proposed business combination with Promotora de Informaciones, S.A. (Prisa);
 
    
    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 LLC following a business
combination or the delisting of our securities from the NYSE Amex LLC;
 
    
    use of proceeds not in trust or available to us from interest income on our 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 in Part II  Other Information, Item 1A. Risk
Factors and elsewhere in this report and in our annual report on Form 10-K for the Year ended
December 31, 2009, and those described in our future reports filed with the Securities Exchange
Commission. 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, Liberty 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 our initial public 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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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1.
    
    Financial Statements.
 LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 
 CONDENSED BALANCE SHEETS
 March 31, 2010
    
    
    December 31, 2009(unaudited)ASSETSCurrent assetsCash
    
    $
    7,891,604
    
    
    $
    8,941,801Income tax receivable
    
    
    697,150
    
    
    
    Prepaid income taxes
    
    
    
    
    
    
    550,576Other prepaid expenses
    
    
    224,333
    
    
    
    101,635Total current assets
    
    
    8,813,087
    
    
    
    9,594,012Other assetsDeferred taxes
    
    
    627,000
    
    
    
    492,000Cash and cash equivalents held in Trust Account
    
    
    1,022,077,914
    
    
    
    1,022,041,138Total assets
    
    $
    1,031,518,001
    
    
    $
    1,032,127,150LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccrued expenses
    
    $
    4,800,000
    
    
    $
    2,027Franchise taxes payable
    
    
    
    
    
    
    31,574Total current liabilities
    
    
    4,800,000
    
    
    
    33,601Long-term liabilitiesDeferred 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
    
    
    2,222,215
    
    
    
    2,205,468Stockholders 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)
    
    
    12,938
    
    
    
    12,938Additional paid-in capital
    
    
    686,812,963
    
    
    
    686,812,963Earnings accumulated during the development stage
    
    
    5,331,395
    
    
    
    10,723,690Total stockholders equity
    
    
    692,157,296
    
    
    
    697,549,591Total liabilities and stockholders equity
    
    $
    1,031,518,001
    
    
    $
    1,032,127,150
   2




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##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 
 CONDENSED STATEMENTS OF OPERATIONS
 (UNAUDITED)
 Period fromFor the Three
    
    
    For the Three
    
    
    June 27, 2007Months Ended
    
    
    Months Ended
    
    
    (inception) toMarch 31, 2010
    
    
    March 31, 2009
    
    
    March 31, 2010Revenue
    
    $
    
    
    
    $
    
    
    
    $
    Formation and operating costs
    
    
    956,841
    
    
    
    371,582
    
    
    
    5,317,665Warrant modification charge (stock
compensation expense)
    
    
    
    
    
    
    
    
    
    
    2,460,000Business combination fees and expenses
    
    
    4,800,000
    
    
    
    
    
    
    
    4,800,000Loss from operations
    
    
    (5,756,841
    )
    
    
    (371,582
    )
    
    
    (12,577,665
    )Interest income
    
    
    86,293
    
    
    
    2,066,868
    
    
    
    32,406,351Income (loss) before provision for income taxes
    
    
    (5,670,548
    )
    
    
    1,695,286
    
    
    
    19,828,686Income tax benefit (expense)
    
    
    295,000
    
    
    
    (760,699
    )
    
    
    (12,275,076
    )Net income (loss) applicable to common
stockholders
    
    $
    (5,375,548
    )
    
    $
    934,587
    
    
    $
    7,553,610Maximum number of shares subject to possible
redemption:Approximate weighted average number of shares,
basic and diluted
    
    
    31,049,999
    
    
    
    31,049,999
    
    
    
    25,849,355Income per common share subject to possible
redemption, basic and diluted
    
    $
    0.00
    
    
    $
    0.01
    
    
    $
    0.09Approximate weighted average number of common
shares outstanding (not subject to possible
redemption), basic
    
    
    98,325,000
    
    
    
    98,325,000
    
    
    
    86,190,164Income (loss) per common share not subject to
possible redemption, basic
    
    $
    (0.05
    )
    
    $
    0.01
    
    
    $
    0.06Approximate weighted average number of common
shares outstanding (not subject to possible
redemption), diluted
    
    
    98,325,000
    
    
    
    121,034,000
    
    
    
    107,753,587Income (loss) per common share not subject to
possible redemption, diluted
    
    $
    (0.05
    )
    
    $
    0.00
    
    
    $
    0.05
   3




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##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 
 CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 Earnings(Deficit)AccumulatedDuring the
    
    
    TotalCommon
    
    
    
    
    
    
    Additional
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Paid-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
    
    
    
    
    
    
    
    12,000,000Sale of 103,500,000 units on December
12, 2007 at a price of $10 per unit in
the public offering, including
13,500,000 Units sold to the
underwriters
    
    
    103,500,000
    
    
    
    10,350
    
    
    
    1,034,989,650
    
    
    
    
    
    
    
    1,035,000,000Proceeds from public offering subject
to possible redemption (31,049,999
shares common stock at redemption
value)
    
    
    
    
    
    
    
    
    
    
    (304,910,990
    )
    
    
    
    
    
    
    (304,910,990
    )Underwriters discount and offering
costs related to public offering and
over-allotment option (including
$27,427,500 payable upon a Business
Combination)
    
    
    
    
    
    
    
    
    
    
    (57,748,109
    )
    
    
    
    
    
    
    (57,748,109
    )Warrants modification charge
    
    
    
    
    
    
    
    
    
    
    2,460,000
    
    
    
    
    
    
    
    2,460,000Accretion of Trust Account relating to
common stock subject to possible
redemption, net of tax of
approximately $385,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (482,772
    )
    
    
    (482,772
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (959,980
    )
    
    
    (959,980
    )Balances, at December 31, 2007
    
    
    129,375,000
    
    
    $
    12,938
    
    
    $
    686,812,963
    
    
    $
    (1,442,752
    )
    
    $
    685,383,149Accretion of Trust Account relating to
common stock subject to possible
redemption, net of tax of
approximately $818,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,085,528
    )
    
    
    (1,085,528
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    $
    697,549,591Accretion of Trust Account relating to
common stock subject to possible
redemption, net of tax of
approximately $56,000 (unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,747
    )
    
    
    (16,747
    )Net loss (unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,375,548
    )
    
    
    (5,375,548
    )Balances, at March 31, 2010 (unaudited)
    
    
    129,375,000
    
    
    $
    12,938
    
    
    $
    686,812,963
    
    
    $
    5,331,395
    
    
    $
    692,157,296
   4




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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 Period fromFor the Three
    
    
    For the Three
    
    
    June 27, 2007Months Ended
    
    
    Months Ended
    
    
    (inception) toMarch 31, 2010
    
    
    March 31, 2009
    
    
    March 31, 2010Cash flows from operating activitiesNet income (loss)
    
    $
    (5,375,548
    )
    
    $
    934,587
    
    
    $
    7,553,610Adjustment to reconcile net income to net cash
provided by (used in) operating activities:Warrant modification charge (stock compensation
expense)
    
    
    
    
    
    
    
    
    
    
    2,460,000Deferred tax benefit
    
    
    (135,000
    )
    
    
    (150,000
    )
    
    
    (627,000
    )Increase (decrease) in cash attributable to changes in
operating assets and liabilities:Income tax receivable
    
    
    (697,150
    )
    
    
    
    
    
    
    (697,150
    )Prepaid expenses
    
    
    (122,698
    )
    
    
    26,875
    
    
    
    (224,333
    )Prepaid income taxes
    
    
    550,576
    
    
    
    3,605
    
    
    
    Income taxes payable
    
    
    
    
    
    
    120,964
    
    
    
    Franchise taxes payable
    
    
    (31,574
    )
    
    
    (55,786
    )
    
    
    Accrued expenses
    
    
    4,797,973
    
    
    
    163,548
    
    
    
    4,800,000Net cash provided by (used in) operating activities
    
    
    (1,013,421
    )
    
    
    1,043,793
    
    
    
    13,265,127Cash flows from investing activitiesPrincipal deposited in Trust Account
    
    
    
    
    
    
    
    
    
    
    (1,017,502,500
    )Interest reinvested in Trust Account
    
    
    (84,826
    )
    
    
    (2,045,056
    )
    
    
    (32,269,529
    )Redemptions from the Trust Account
    
    
    48,050
    
    
    
    883,167
    
    
    
    27,694,115Net cash used in investing activities
    
    
    (36,776
    )
    
    
    (1,161,889
    )
    
    
    (1,022,077,914
    )Cash flows from financing activitiesRepayment of notes payable, founding stockholders
    
    
    
    
    
    
    
    
    
    
    (250,000
    )Proceeds from note 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
    
    
    
    
    
    
    
    
    
    
    (30,320,609
    )Net cash provided by financing activities
    
    
    
    
    
    
    
    
    
    
    1,016,704,391Net increase (decrease) in cash
    
    
    (1,050,197
    )
    
    
    (118,096
    )
    
    
    7,891,604Cash, beginning of the period
    
    
    8,941,801
    
    
    
    9,689,737
    
    
    
    Cash, end of the period
    
    $
    7,891,604
    
    
    $
    9,571,641
    
    
    $
    7,891,604Supplemental schedule of non-cash financing activities:Deferred underwriters fee
    
    $
    
    
    
    $
    
    
    
    $
    27,427,500Supplemental disclosures of cash flow information:Cash paid during the period for income taxes
    
    $
    
    
    
    $
    786,131
    
    
    $
    13,599,266
   5




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##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 
 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
 (UNAUDITED)
 NOTE ADESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, BUSINESS OPERATIONS AND GOING CONCERN
CONSIDERATION
 Accounting and Reporting By Development Stage Enterprises
     6




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##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
 (UNAUDITED)
   NOTE BSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of presentation:
  Development stage company:
 Accounting and
Reporting by Development Stage Enterprises
  7




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##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
 (UNAUDITED)
 Cash and cash equivalents:
  Units:
  Income (loss) per common share:
     8




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##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
 (UNAUDITED)
 Concentration of credit risk:
  Fair value of financial instruments:
  Use of estimates:
  Income taxes:
 Accounting for Income Taxes
 Accounting for Uncertainty in Income Taxes Accounting for Uncertainty in Income Taxes
  9




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##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
 (UNAUDITED)
 Stock-based compensation:
 Share-Based Payment
 Redeemable common stock:
 Classification and
Measurement of Redeemable Securities
 Recently issued accounting pronouncements:
 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
  10




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##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
 (UNAUDITED)
 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
 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)
  11




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##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
 (UNAUDITED)
  NOTE CTHE OFFERING
     12




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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
 (UNAUDITED)
 NOTE DRELATED PARTY TRANSACTIONS
      13




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##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
 (UNAUDITED)
   NOTE EINCOME TAXES
  For the Three
    
    
    For the Three
    
    
    Period from 
June 27, 2007Months Ended
    
    
    Months Ended
    
    
    (inception) toMarch 31, 2010
    
    
    March 31, 2009
    
    
    March 31, 2010CurrentFederal
    
    $
    (160,000
    )
    
    $
    600,341
    
    
    $
    8,552,342State
    
    
    
    
    
    
    131,091
    
    
    
    1,843,357City
    
    
    
    
    
    
    179,267
    
    
    
    2,506,377Total current
    
    $
    (160,000
    )
    
    $
    910,699
    
    
    $
    12,902,076DeferredFederal
    
    $
    (135,000
    )
    
    $
    (93,000
    )
    
    $
    (627,000
    )State
    
    
    (17,000
    )
    
    
    (24,000
    )
    
    
    (80,000
    )City
    
    
    (23,000
    )
    
    
    (33,000
    )
    
    
    (107,000
    )Valuation allowance
    
    
    40,000
    
    
    
    
    
    
    
    187,000Total deferred
    
    $
    (135,000
    )
    
    $
    (150,000
    )
    
    $
    (627,000
    )Provision of income tax
    
    $
    (295,000
    )
    
    $
    760,699
    
    
    $
    12,275,076
    14




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##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
 (UNAUDITED)
 NOTE FCOMMITMENTS
  NOTE GPREFERRED STOCK
  NOTE HFAIR VALUE MEASUREMENTS
   Financial Assets at Fair Value as of March 31, 2010
 SignificantQuoted Prices
    
    
    Other
    
    
    Significantin
    
    
    Observable
    
    
    UnobservableFair Value
    
    
    Active Markets
    
    
    Inputs
    
    
    InputsDescription
    
    March 31, 2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash and cash equivalents held in trust
    
    $
    1,022,077,914
    
    
    $
    1,022,077,914
    
    
    $
    
    
    
    $
    Total
    
    $
    1,022,077,914
    
    
    $
    1,022,077,914
    
    
    $
    
    
    
    $
    
 Financial Assets at Fair Value as of December 31, 2009
 SignificantQuoted Prices
    
    
    Other
    
    
    Significantin
    
    
    Observable
    
    
    UnobservableFair Value
    
    
    Active Markets
    
    
    Inputs
    
    
    InputsDescription
    
    December 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
    
    
    $
    
    
    
    $
    
  15




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##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
 (UNAUDITED)
   NOTE IBUSINESS COMBINATION AGREEMENT
     16




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##### Table of Contents



LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
 (UNAUDITED)
  
    
    cash in the amount of $1.043195 per outstanding warrant to be
delivered by Liberty Virginia, for a total of approximately $80 million in cash for
all warrants; and
    
    Prisa American Depositary Shares representing 0.115327 newly issued
Prisa Class A ordinary shares per outstanding warrant and 0.055340
newly issued Prisa Class B convertible non-voting shares per outstanding
warrant.
     NOTE JSUBSEQUENT EVENTS
 Subsequent Events
  17




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##### Table of Contents



ITEM. 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 Overview
    Proposed Business Combination with Prisa
    18




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##### Table of Contents




    
    cash in the amount of $1.043195 per outstanding warrant to be
delivered by Liberty Virginia, for a total of approximately $80 million in cash for
all warrants; and
    
    Prisa American Depositary Shares representing 0.115327 newly issued
Prisa Class A ordinary shares per outstanding warrant and 0.055340
newly issued Prisa Class B convertible non-voting shares per outstanding
warrant.
    Off-Balance Sheet Arrangements
   19




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##### Table of Contents



Contractual Obligations
  Liquidity and Capital Resources
      
    
    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;
  20




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##### Table of Contents




    
    Goldman Sachs Asset Management, L.P. serves as investment adviser to the Goldman
Fund, which limits its investments only to certain U.S. Treasury obligations and U.S.
government securities; and
 
    
    Western Asset Management Company, a wholly-owned subsidiary of Legg Mason, Inc.,
serves as investment adviser to the Western Asset Fund, which invests exclusively in
short-term U.S. government obligations such as short-term U.S. Treasury securities;
short-term obligations of the U.S. government, its agencies and instrumentalities; and
U.S. Treasury-related repurchase agreements.
  
 ITEM 3.
    
    Quantitative and Qualitative Disclosures about Market Risk.
  
 ITEM 4.
    
    Controls and Procedures.
    21




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##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1.
    
    Legal Proceedings.
  
 ITEM 1A.
    
    Risk Factors
  Risks Related to the Proposed Business Combination with Prisa
 Libertys current directors either directly or beneficially own shares of Liberty common stock and
warrants and have other interests in the Proposed Business Combination that are different from, or
in addition to, yours. If the Proposed Business Combination is not approved, the securities held
by them will likely become worthless.
    22




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##### Table of Contents



Because the market price of Prisa ordinary shares will fluctuate and because there is currently no
trading market for the Prisa Class B convertible non-voting shares, Liberty stockholders cannot be
sure of the value of the consideration they will receive when the Proposed Business Combination is
completed, and the value may be less than what you originally paid for your shares of Liberty
common stock.
   23




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##### Table of Contents



Because Prisa is a holding company and its assets are held primarily by its subsidiaries, Prisa
may not be able to pay dividends on its Class B convertible non-voting shares, even if it has
sufficient distributable profits on a consolidated basis to make such payments.
    If you fail to vote or abstain from voting on the business combination proposal, you may not
exercise your redemption rights to cause the redemption of your shares of Liberty common stock for
a pro rata portion of the trust account in which a substantial portion of the proceeds of
Libertys IPO are held, including any interest earned thereon through the date that is two days
prior to the date of the special meeting of Liberty stockholders.
 pro
rata pro rata
  24




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##### Table of Contents



Liberty expects to incur significant costs associated with the Proposed Business Combination,
whether or not the Proposed Business Combination is completed, and if Liberty incurs costs in
excess of a specified amount, Prisa will not be obligated to consummate the Proposed Business
Combination.
  There are significant limitations on Libertys right to make damage claims against Prisa for their
breach of any representations and warranties or covenants made by Prisa in the Business Combination
Agreement.
  Supermajority and other voting provisions in Prisas bylaws, along with the existence of a
controlling shareholder group, may have the effect of discouraging potentially interested parties
from seeking to acquire Prisa or otherwise influence the outcome of significant matters affecting
Prisas shareholders.
   25




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##### Table of Contents



As a foreign private issuer under the rules and regulations of the SEC Prisa, is exempt from a
number of rules under the Exchange Act and may be permitted to file less or different information
with the SEC than a company incorporated in the United States or otherwise subject to these rules.
   Prisa has not previously operated as a foreign private issuer in the United States and fulfilling
its obligations as a foreign private issuer after the Proposed Business Combination may be
expensive and time consuming.
 Mercado Continuo
   26




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##### Table of Contents



Prisa must become compliant with Section 404 of the Sarbanes-Oxley Act of 2002 to the extent it is
not already compliant in a relatively short time frame.
   There is no guarantee that, once listed, the Prisa ADSs will continue to qualify for listing on the
exchange for any period of time, and the failure to have the ADSs listed for either reason may
negatively affect the value of Prisa ADSs.
  
    
    a limited availability for market quotations for Prisas securities;
 
    
    reduced liquidity with respect to Prisas securities;
  27




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##### Table of Contents




    
    a determination that Prisas ADSs are a penny stock which will require brokers
trading in Prisa ADSs to adhere to more stringent rules and possibly result in a
reduced level of trading activity in the secondary trading market for Prisa ADSs;
 
    
    limited amount of news and analyst coverage for Prisa in the United States; and
 
    
    a decreased ability to issue additional securities or obtain additional financing in
the future.
 Shareholders may decide to sell Liberty common stock and Prisa shares, which could cause a decline
in their market prices.
  Prisa may fail to realize all of the anticipated benefits of the Proposed Business Combination.
  
 ITEM 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
 Unregistered Sales of Equity Securities
  Use of Proceeds from Initial Public Offering
   28




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##### Table of Contents



ITEM 3.
    
    Defaults upon Senior Securities.
  
 ITEM 4.
    
    Submission of Matters to a Vote of the Security Holders.
  
 ITEM 5.
    
    Other Information.
  
 ITEM 6.
    
    Exhibits.
 ExhibitNumber
    
    Description2.1
    
    
    Business Combination Agreement dated as of March 5, 2010, by and
between Prisa and Registrant (5)2.2
    
    
    Amendment No. 1, dated as of March 15, 2010, to Business
Combination Agreement by and between Prisa and Registrant (6)3.1
    
    
    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)4.6
    
    
    Form of Warrant Amendment Agreement (5)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)
  29




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##### Table of Contents



ExhibitNumber
    
    Description10.4
    
    
    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 Berggruen Holdings
(formerly known as Berggruen Freedom Holdings, Ltd.) (2)10.18
    
    
    Promissory Note, dated August 9, 2007, issued to Marlin Equities (2)10.19
    
    
    Form of Letter Agreement among the Registrant and Berggruen
Holdings, Inc. providing office space to the Registrant (2)10.20
    
    
    Form of Berggruen Holdings Ltd Employee Letter Agreement (1)10.21
    
    
    Form of Indemnification Agreement by and between the Registrant and
each of its officers and directors, dated December 6, 2007 (4)10.22
    
    
    Transaction Support Agreement between Registrant and Rucandio,
S.A., dated March 5, 2010 (English translation) (5)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 200232.1
    *
    
    Chief Executive Officer Certification Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 200299.1
    
    
    Form of Charter of Audit 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.  30




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##### Table of Contents



(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 Registrants Current
Report on Form 8-K filed with the SEC on March 10, 2010.(6)
    
    Incorporated by reference to the corresponding exhibit filed with the Registrants Current
Report on Form 8-K filed with the SEC on March 18, 2010.  31




---



##### Table of Contents



SIGNATURES
  May 10, 2010
    LIBERTY ACQUISITION HOLDINGS CORP./s/ Nicolas BerggruenBy: Nicolas BerggruenTitle:
    President and Chief Executive Officer
(principal executive officer, principal
financial officer 
and chief accounting officer)  32




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description2.1
    
    
    Business Combination Agreement dated as of March 5, 2010, by and
between Prisa and Registrant (5)2.2
    
    
    Amendment No. 1, dated as of March 15, 2010, to Business
Combination Agreement by and between Prisa and Registrant (6)3.1
    
    
    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)4.6
    
    
    Form of Warrant Amendment Agreement (5)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)
  33




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##### Table of Contents



ExhibitNumber
    
    Description10.16
    
    
    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 Berggruen Holdings
(formerly known as Berggruen Freedom Holdings, Ltd.) (2)10.18
    
    
    Promissory Note, dated August 9, 2007, issued to Marlin Equities (2)10.19
    
    
    Form of Letter Agreement among the Registrant and Berggruen
Holdings, Inc. providing office space to the Registrant (2)10.20
    
    
    Form of Berggruen Holdings Ltd Employee Letter Agreement (1)10.21
    
    
    Form of Indemnification Agreement by and between the Registrant and
each of its officers and directors, dated December 6, 2007 (4)10.22
    
    
    Transaction Support Agreement between Registrant and Rucandio,
S.A., dated March 5, 2010 (English translation) (5)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 200232.1
    *
    
    Chief Executive Officer Certification Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 200299.1
    
    
    Form of Charter of Audit 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 Registrants Current
Report on Form 8-K filed with the SEC on March 10, 2010.(6)
    
    Incorporated by reference to the corresponding exhibit filed with the Registrants Current
Report on Form 8-K filed with the SEC on March 18, 2010.  34