##### 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 June 30, 2009




o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from  to




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






x o




o o




Large accelerated filer x
    
    Accelerated filer oNon-accelerated filer o
    
    Smaller reporting company o


x o










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##### 



TABLE OF CONTENTS
 PagePART 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
    
    
    15ITEM 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    17ITEM 4.
    
    Controls and Procedures
    
    
    18PART II  OTHER INFORMATION
    
    
    18ITEM 1.
    
    Legal Proceedings
    
    
    18ITEM 1A.
    
    Risk Factors
    
    
    18ITEM 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18ITEM 3.
    
    Defaults upon Senior Securities
    
    
    19ITEM 4.
    
    Submission of Matters to a Vote of the Security Holders
    
    
    19ITEM 5.
    
    Other Information
    
    
    19ITEM 6.
    
    Exhibits
    
    
    20SIGNATURES
    
    
    21EX-31.1EX-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;
    
    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, 2008, 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 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
 June 30, 2009
    
    
    December 31, 2008(unaudited)ASSETSCurrent assetsCash
    
    $
    9,206,888
    
    
    $
    9,689,737Prepaid income taxes
    
    
    1,158,884
    
    
    
    1,281,352Other prepaid expenses
    
    
    38,723
    
    
    
    92,473Total current assets
    
    
    10,404,495
    
    
    
    11,063,562Other assetsDeferred taxes
    
    
    265,000
    
    
    
    Cash and cash equivalents held in Trust Account
    
    
    1,022,294,745
    
    
    
    1,020,584,682Total assets
    
    $
    1,032,964,240
    
    
    $
    1,031,648,244LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccrued expenses
    
    $
    66,620
    
    
    $
    20,000Franchise taxes payable
    
    
    15,074
    
    
    
    95,610Total current liabilities
    
    
    81,694
    
    
    
    115,610Long-term liabilitiesDeferred underwriters fee
    
    
    27,427,500
    
    
    
    27,427,500Deferred interest income related to common stock
subject to possible redemption
    
    
    2,076,209
    
    
    
    1,568,300Total liabilities
    
    
    29,585,403
    
    
    
    29,111,410CommitmentsCommon stock subject to redemption, 31,049,999 shares
at redemption value, approximately $9.82 per share
    
    
    304,910,990
    
    
    
    304,910,990Stockholders 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
    
    
    11,641,946
    
    
    
    10,799,943Total stockholders equity
    
    
    698,467,847
    
    
    
    697,625,844Total liabilities and stockholders equity
    
    $
    1,032,964,240
    
    
    $
    1,031,648,244
  2




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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 
 CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
 Period fromFor the Six
    
    
    For the Six
    
    
    For the Three
    
    
    For the Three
    
    
    June 27, 2007Months Ended
    
    
    Ended Months
    
    
    Months Ended
    
    
    Months Ended
    
    
    (inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Formation and operating costs
    
    
    630,241
    
    
    
    435,434
    
    
    
    258,659
    
    
    
    209,997
    
    
    
    1,572,471Warrant modification charge (stock
compensation expense)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,460,000Loss from operations
    
    
    (630,241
    )
    
    
    (435,434
    )
    
    
    (258,659
    )
    
    
    (209,977
    )
    
    
    (4,032,471
    )Interest income
    
    
    3,048,751
    
    
    
    15,088,415
    
    
    
    981,883
    
    
    
    4,940,070
    
    
    
    31,534,394Income before provision for income taxes
    
    
    2,418,510
    
    
    
    14,652,981
    
    
    
    723,224
    
    
    
    4,730,093
    
    
    
    27,501,923Provision for income taxes
    
    
    1,068,598
    
    
    
    6,975,869
    
    
    
    307,899
    
    
    
    2,205,580
    
    
    
    13,783,768Net income
    
    $
    1,349,912
    
    
    $
    7,677,112
    
    
    $
    415,325
    
    
    $
    2,524,513
    
    
    $
    13,718,155Maximum number of shares subject to
possible redemption:Approximate weighted average number of
shares, basic and diluted
    
    
    31,050,000
    
    
    
    31,050,000
    
    
    
    31,050,000
    
    
    
    31,050,000
    
    
    
    23,910,611Income per common share subject to
possible redemption, basic and diluted
    
    $
    0.02
    
    
    $
    
    
    
    $
    0.01
    
    
    $
    
    
    
    $
    0.09Approximate weighted average number of
common shares outstanding (not subject
to possible redemption), basic
    
    
    98,325,000
    
    
    
    98,325,000
    
    
    
    98,325,001
    
    
    
    98,325,000
    
    
    
    81,666,429Net income per common share not subject
to possible redemption, basic
    
    $
    0.01
    
    
    $
    0.08
    
    
    $
    0.00
    
    
    $
    0.03
    
    
    $
    0.14Approximate weighted average number of
common shares outstanding (not subject
to possible redemption), diluted
    
    
    121,447,836
    
    
    
    125,151,558
    
    
    
    121,959,253
    
    
    
    123,156,245
    
    
    
    101,591,833Net income per common share not subject
to possible redemption, diluted
    
    $
    0.01
    
    
    $
    0.06
    
    
    $
    0.00
    
    
    $
    0.02
    
    
    $
    0.11
  3




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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 $898,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (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 $415,000 (unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (507,909
    )
    
    
    (507,909
    )Net income for the period (unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,349,912
    
    
    
    1,349,912Balances, at June 30, 2009 (unaudited)
    
    
    129,375,000
    
    
    $
    12,938
    
    
    $
    686,812,963
    
    
    $
    11,641,946
    
    
    $
    698,467,847
  4




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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 
 CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Period fromFor the Six
    
    
    For the Six
    
    
    June 27, 2007Months Ended
    
    
    Months Ended
    
    
    (inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Cash flows from operating activitiesNet income
    
    $
    1,349,912
    
    
    $
    7,677,112
    
    
    $
    13,718,155Adjustment to reconcile net income to net cash
provided by operating activities:Warrant modification charge (stock compensation
expense)
    
    
    
    
    
    
    
    
    
    
    2,460,000Deferred taxes benefit
    
    
    (265,000
    )
    
    
    
    
    
    
    (265,000
    )Increase (decrease) in cash attributable to changes in
operating assets and liabilities:Prepaid income taxes
    
    
    53,750
    
    
    
    107,500
    
    
    
    (38,723
    )Other prepaid expenses
    
    
    122,468
    
    
    
    (2,578,020
    )
    
    
    (1,158,884
    )Accrued expenses
    
    
    
    
    
    
    (1,282,632
    )
    
    
    Income taxes payable
    
    
    (80,536
    )
    
    
    (36,481
    )
    
    
    15,074Franchise taxes payable
    
    
    46,620
    
    
    
    23,621
    
    
    
    66,620Net cash provided by (used in) operating activities
    
    
    1,227,214
    
    
    
    3,911,100
    
    
    
    14,797,242Cash flows from investing activitiesPrincipal deposited in Trust Account
    
    
    
    
    
    
    
    
    
    
    (1,017,502,500
    )Interest reinvested in Trust Account
    
    
    (3,018,230
    )
    
    
    (15,048,813
    )
    
    
    (31,401,311
    )Redemptions from the Trust Account
    
    
    1,308,167
    
    
    
    15,956,904
    
    
    
    26,609,066Net cash provided by (used in) investing activities
    
    
    (1,710,063
    )
    
    
    908,091
    
    
    
    (1,022,294,745
    )Cash flows from financing activitiesRepayment of notes payable, founding stockholders
    
    
    
    
    
    
    (250,000
    )
    
    
    (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
    
    
    
    
    
    
    (250,000
    )
    
    
    (30,320,609
    )Net cash provided by (used in) financing activities
    
    
    
    
    
    
    (500,000
    )
    
    
    1,016,704,391Net increase (decrease) in cash
    
    
    (482,849
    )
    
    
    4,319,191
    
    
    
    9,206,888Cash at beginning of the period
    
    
    9,689,737
    
    
    
    287,656
    
    
    
    Cash at end of the period
    
    $
    9,206,888
    
    
    $
    4,606,847
    
    
    $
    9,206,888Supplemental schedule of non-cash financing activities:Deferred underwriters discount
    
    $
    
    
    
    $
    
    
    
    $
    27,427,500Supplemental disclosures of cash flow information:Cash paid during the period for income taxes
    
    $
    786,131
    
    
    $
    10,836,521
    
    
    $
    14,782,652
  5




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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
 Accounting and
Reporting By Development Stage Enterprises,
    6




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




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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
 9




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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
 Stock-based compensation:
  Redeemable common stock:
 Classification and Measurement of
Redeemable Securities
 Recently issued accounting pronouncements:
 Business Combinations Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB
No. 51
 Disclosures About Derivative Instruments and
Hedging Activities
 10




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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
 The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles
  NOTE CTHE OFFERING
    11




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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
     12




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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
   NOTE EINCOME TAXES
  Period fromFor the Three
    
    
    For the Three
    
    
    For the Six
    
    
    For the Six
    
    
    June 27, 2007Months Ended
    
    
    Months Ended
    
    
    Months Ended
    
    
    Months Ended
    
    
    (inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009CurrentFederal
    
    $
    278,779
    
    
    $
    1,453,938
    
    
    $
    879,120
    
    
    $
    4,376,346
    
    
    $
    9,244,546State
    
    
    60,874
    
    
    
    317,483
    
    
    
    191,965
    
    
    
    1,266,565
    
    
    
    2,035,332City
    
    
    83,246
    
    
    
    434,159
    
    
    
    262,513
    
    
    
    1,332,958
    
    
    
    2,768,890Total current
    
    $
    422,899
    
    
    $
    2,205,580
    
    
    $
    1,333,598
    
    
    $
    6,975,869
    
    
    $
    14,048,768DeferredFederal
    
    $
    (77,000
    )
    
    $
    
    
    
    $
    (177,000
    )
    
    $
    
    
    
    $
    (177,000
    )State
    
    
    (18,000
    )
    
    
    
    
    
    
    (41,000
    )
    
    
    
    
    
    
    (41,000
    )City
    
    
    (20,000
    )
    
    
    
    
    
    
    (47,000
    )
    
    
    
    
    
    
    (47,000
    )Total deferred
    
    $
    (115,000
    )
    
    $
    
    
    
    $
    (265,000
    )
    
    $
    
    
    
    $
    (265,000
    )Provision of income tax
    
    $
    307,899
    
    
    $
    2,205,580
    
    
    $
    1,068,598
    
    
    $
    6,975,869
    
    
    $
    13,783,768
  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 FCOMMITMENTS
  NOTE GPREFERRED STOCK
  NOTE HFAIR VALUE MEASUREMENTS
   Financial Assets at Fair Value as of June 30, 2009
 SignificantQuoted Prices
    
    
    Otherin
    
    
    Observable
    
    
    UnobservableFair Value
    
    
    Active Markets
    
    
    Inputs
    
    
    InputsDescription
    
    June 30, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash and cash equivalents held in trust
    
    $
    1,022,294,745
    
    
    $
    1,022,294,745
    
    
    $
    
    
    
    $
    Total
    
    $
    1,022,294,745
    
    
    $
    1,022,294,745
    
    
    $
    
    
    
    $
    
   14




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##### Table of Contents



ITEM 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
    Off-Balance Sheet Arrangements
  Contractual Obligations
  15




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##### Table of Contents



Liquidity and Capital Resources
    Current liabilities (as of June 30, 2009)Accrued expenses
    
    $
    66,620Franchise taxes payable
    
    
    15,074$
    81,694
    16




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##### 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.
  
 ITEM 3.
    
    Quantitative and Qualitative Disclosures about Market Risk.
  17




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##### Table of Contents



ITEM 4.
    
    Controls and Procedures.
   
 PART II  OTHER INFORMATION
 
 ITEM 1.
    
    Legal Proceedings.
  
 ITEM 1A.
    
    Risk Factors
  
 ITEM 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
 Unregistered Sales of Equity Securities
  Use of Proceeds from Initial Public Offering
  18




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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.
  Proposal:
    
    The election of five directors to our board of directors, each
to serve until the 2010 annual meeting of stockholders and
until his successor has been duly elected and qualified. The
vote with respect to each nominee was as follows:119,027,120 votes were cast for the election of
Nicolas Berggruen as a director, 318,309 votes were
withheld and there were 16,400 abstentions;114,991,184 votes were cast for the election of Martin
E. Franklin as a director, 4,354,245 votes were
withheld and there were 30,755 abstentions;118,540,014 votes were cast for the election of James
N. Hauslein as a director, 791,060 votes were withheld
and there were 30,755 abstentions;118,536,014 votes were cast for the election of Nathan
Gantcher as a director, 795,060 votes were withheld
and there were 30,755 abstentions; and118,536,014 votes were cast for the election of Paul
B. Guenther as a director, 795,060 votes were withheld
and there were 30,755 abstentions.
 
 ITEM 5.
    
    Other Information.
  19




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##### Table of Contents



ITEM 6.
    
    Exhibits.
 ExhibitNumber
    
    Description3.1
    
    
    Corrected Second Amended and Restated Certificate of Incorporation (1)3.2
    
    
    Bylaws (2)4.1
    
    
    Specimen Unit Certificate (2)4.2
    
    
    Specimen Common Stock Certificate (2)4.3
    
    
    Second Amended and Restated Warrant Agreement dated December 6, 2007
between Continental Stock Transfer & Trust Company and the
Registrant (3)4.4
    
    
    Specimen Public Warrant Certificate (included in Exhibit 4.3)4.5
    
    
    Specimen Private Warrant Certificate (included in Exhibit 4.3)10.1
    
    
    Registration Rights Agreement among the Registrant and the Founders,
dated December 6, 2007 (4)10.2
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and Berggruen Holdings (formerly known as
Berggruen Freedom Holdings, Ltd.) (2)10.3
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and Marlin Equities (2)10.4
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and James N. Hauslein (2)10.5
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and Nathan Gantcher (2)10.6
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and Paul B. Guenther (2)10.7
    
    
    Amended and Restated Sponsors Warrant and Co-Investment Units
Subscription Agreement dated as of December 6, 2007 by and between
the Registrant and Berggruen Acquisition Holdings (3)10.8
    
    
    Amended and Restated Sponsors Warrant and Co-Investment Units
Subscription Agreement dated as of December 6, 2007 among the
Registrant and Marlin Equities (3)10.9
    
    
    Investment Management Trust Agreement by and between the Registrant
and Continental Stock Transfer & Trust Company, dated December 12,
2007 (3)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)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. 20




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##### Table of Contents



SIGNATURES
  August 10, 2009
    LIBERTY ACQUISITION HOLDINGS CORP.By:
    /s/ Nicolas BerggruenNicolas BerggruenTitle:
    President and Chief Executive Officer
(principal executive officer, principal
financial officer and chief accounting officer) 21




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    
    Corrected Second Amended and Restated Certificate of Incorporation (1)3.2
    
    
    Bylaws (2)4.1
    
    
    Specimen Unit Certificate (2)4.2
    
    
    Specimen Common Stock Certificate (2)4.3
    
    
    Second Amended and Restated Warrant Agreement dated December 6, 2007
between Continental Stock Transfer & Trust Company and the
Registrant (3)4.4
    
    
    Specimen Public Warrant Certificate (included in Exhibit 4.3)4.5
    
    
    Specimen Private Warrant Certificate (included in Exhibit 4.3)10.1
    
    
    Registration Rights Agreement among the Registrant and the Founders,
dated December 6, 2007 (4)10.2
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and Berggruen Holdings (formerly known as
Berggruen Freedom Holdings, Ltd.) (2)10.3
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and Marlin Equities (2)10.4
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and James N. Hauslein (2)10.5
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and Nathan Gantcher (2)10.6
    
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and Paul B. Guenther (2)10.7
    
    
    Amended and Restated Sponsors Warrant and Co-Investment Units
Subscription Agreement dated as of December 6, 2007 by and between
the Registrant and Berggruen Acquisition Holdings (3)10.8
    
    
    Amended and Restated Sponsors Warrant and Co-Investment Units
Subscription Agreement dated as of December 6, 2007 among the
Registrant and Marlin Equities (3)10.9
    
    
    Investment Management Trust Agreement by and between the Registrant
and Continental Stock Transfer & Trust Company, dated December 12,
2007 (3)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)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. 22