##### 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 September 30, 2009
 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
 (Address of principal executive offices)
 (212) 380-2230
 (Registrants telephone number, including area code)
 
 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
    
    
    16ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    18ITEM 4. Controls and Procedures
    
    
    19PART II  OTHER INFORMATION
    
    
    19ITEM 1. Legal Proceedings
    
    
    19ITEM 1A. Risk Factors
    
    
    19ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19ITEM 3. Defaults upon Senior Securities
    
    
    20ITEM 4. Submission of Matters to a Vote of the Security Holders
    
    
    20ITEM 5. Other Information
    
    
    20ITEM 6. Exhibits
    
    
    20SIGNATURES
    
    
    22Exhibit 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;
    
    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
 September 30,

    
    
    December 31,2009
    
    
    2008(unaudited)ASSETSCurrent assetsCash
    
    $
    9,105,825
    
    
    $
    9,689,737Prepaid income taxes
    
    
    1,311,148
    
    
    
    1,281,352Other prepaid expenses
    
    
    11,848
    
    
    
    92,473Total current assets
    
    
    10,428,821
    
    
    
    11,063,562Other assetsDeferred taxes
    
    
    342,000
    
    
    
    Cash and cash equivalents held in Trust Account
    
    
    1,022,356,689
    
    
    
    1,020,584,682Total assets
    
    $
    1,033,127,510
    
    
    $
    1,031,648,244LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccrued expenses
    
    $
    3,041
    
    
    $
    20,000Franchise taxes payable
    
    
    23,324
    
    
    
    95,610Total current liabilities
    
    
    26,365
    
    
    
    115,610Long-term liabilitiesDeferred underwriters fee
    
    
    27,427,500
    
    
    
    27,427,500Deferred interest income related to common stock
subject to possible redemption
    
    
    2,164,640
    
    
    
    1,568,300Total liabilities
    
    
    29,618,505
    
    
    
    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
    
    
    11,772,114
    
    
    
    10,799,943Total stockholders equity
    
    
    698,598,015
    
    
    
    697,625,844Total liabilities and stockholders equity
    
    $
    1,033,127,510
    
    
    $
    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 Nine
    
    
    For the Nine
    
    
    For the Three
    
    
    For the Three
    
    
    June 27, 2007Months Ended
    
    
    Months Ended
    
    
    Months Ended
    
    
    Months Ended
    
    
    (inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Formation and operating costs
    
    
    802,575
    
    
    
    669,878
    
    
    
    172,334
    
    
    
    234,444
    
    
    
    1,744,805Warrant modification charge (stock compensation expense)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,460,000Loss from operations
    
    
    (802,575
    )
    
    
    (669,878
    )
    
    
    (172,334
    )
    
    
    (234,444
    )
    
    
    (4,204,805
    )Interest income
    
    
    3,585,420
    
    
    
    20,727,153
    
    
    
    536,669
    
    
    
    5,638,738
    
    
    
    32,071,063Income before provision for income taxes
    
    
    2,782,845
    
    
    
    20,057,275
    
    
    
    364,335
    
    
    
    5,404,294
    
    
    
    27,866,258Provision for income taxes
    
    
    1,214,334
    
    
    
    9,503,351
    
    
    
    145,736
    
    
    
    2,527,482
    
    
    
    13,929,504Net income
    
    $
    1,568,511
    
    
    $
    10,553,924
    
    
    $
    218,599
    
    
    $
    2,876,812
    
    
    $
    13,936,754Maximum 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
    
    
    
    24,704,836Income per common share subject to possible redemption, basic and diluted
    
    $
    0.02
    
    
    $
    
    
    
    $
    0.01
    
    
    $
    
    
    
    $
    0.08Approximate 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
    
    
    
    83,519,619Net income per common share not subject to possible redemption, basic
    
    $
    0.01
    
    
    $
    0.11
    
    
    $
    0.00
    
    
    $
    0.03
    
    
    $
    0.14Weighted average number of common shares outstanding (not subject to
possible redemption), diluted
    
    
    122,127,240
    
    
    
    124,208,123
    
    
    
    123,756,762
    
    
    
    122,180,255
    
    
    
    104,022,109Net income per common share not subject to possible redemption, diluted
    
    $
    0.01
    
    
    $
    0.08
    
    
    $
    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 $490,000 (unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (596,340
    )
    
    
    (596,340
    )Net income for the period (unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,568,511
    
    
    
    1,568,511Balances, at September 30, 2009
(unaudited)
    
    
    129,375,000
    
    
    $
    12,938
    
    
    $
    686,812,963
    
    
    $
    11,772,114
    
    
    $
    698,598,015
   4




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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 
 CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Period fromFor the Nine
    
    
    For the Nine
    
    
    June 27, 2007Months Ended
    
    
    Months Ended
    
    
    (inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009Cash flows from operating activitiesNet income
    
    $
    1,568,511
    
    
    $
    10,553,924
    
    
    $
    13,936,754Adjustment to reconcile net income to net cash
provided by operating activities:Warrant modification charge (stock compensation
expense)
    
    
    
    
    
    
    
    
    
    
    2,460,000Deferred taxes benefit
    
    
    (342,000
    )
    
    
    
    
    
    
    (342,000
    )Increase (decrease) in cash attributable to changes in
operating assets and liabilities:Prepaid income taxes
    
    
    (29,796
    )
    
    
    (910,537
    )
    
    
    (1,311,148
    )Other prepaid expenses
    
    
    80,625
    
    
    
    161,250
    
    
    
    (11,848
    )Accrued expenses
    
    
    (16,959
    )
    
    
    (6,379
    )
    
    
    3,041Income taxes payable
    
    
    
    
    
    
    (1,282,632
    )
    
    
    Franchise taxes payable
    
    
    (72,286
    )
    
    
    (36,481
    )
    
    
    23,324Net cash provided by operating activities
    
    
    1,188,095
    
    
    
    8,479,145
    
    
    
    14,758,123Cash flows from investing activitiesPrincipal deposited in Trust Account
    
    
    
    
    
    
    
    
    
    
    (1,017,502,500
    )Interest reinvested in Trust Account
    
    
    (3,554,174
    )
    
    
    (20,659,901
    )
    
    
    (31,937,255
    )Redemptions from the Trust Account
    
    
    1,782,167
    
    
    
    16,833,650
    
    
    
    27,083,066Net cash used in investing activities
    
    
    (1,772,007
    )
    
    
    (3,826,251
    )
    
    
    (1,022,356,689
    )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
    
    
    (583,912
    )
    
    
    4,152,894
    
    
    
    9,105,825Cash at beginning of the period
    
    
    9,689,737
    
    
    
    287,656
    
    
    
    Cash at end of the period
    
    $
    9,105,825
    
    
    $
    4,440,550
    
    
    $
    9,105,825Supplemental 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
    
    $
    1,586,131
    
    
    $
    11,696,521
    
    
    $
    15,582,652
   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
 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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##### 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 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
 Implementation Guidance on Accounting for
Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities
 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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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
    
    
    For the Nine
    
    
    For the Nine
    
    
    Period from 
June 27, 2007Months Ended
    
    
    Months Ended
    
    
    Months  Ended
    
    
    Months Ended
    
    
    (inception) toSeptember 30, 2009
    
    
    September 30, 2008
    
    
    September 30, 2009
    
    
    September 30, 2008
    
    
    September 30, 2009CurrentFederal
    
    $
    146,829
    
    
    $
    1,666,139
    
    
    $
    1,025,949
    
    
    $
    6,042,485
    
    
    $
    9,391,386State
    
    
    32,062
    
    
    
    363,819
    
    
    
    224,027
    
    
    
    1,580,101
    
    
    
    2,067,384City
    
    
    43,845
    
    
    
    497,524
    
    
    
    306,358
    
    
    
    1,880,765
    
    
    
    2,812,734Total current
    
    $
    222,736
    
    
    $
    2,527,482
    
    
    $
    1,556,334
    
    
    $
    9,503,351
    
    
    $
    14,271,505DeferredFederal
    
    $
    (51,000
    )
    
    $
    
    
    
    $
    (228,000
    )
    
    $
    
    
    
    $
    (228,000
    )State
    
    
    (12,000
    )
    
    
    
    
    
    
    (53,000
    )
    
    
    
    
    
    
    (53,000
    )City
    
    
    (14,000
    )
    
    
    
    
    
    
    (61,000
    )
    
    
    
    
    
    
    (61,000
    )Total deferred
    
    $
    (77,000
    )
    
    $
    
    
    
    $
    (342,000
    )
    
    $
    
    
    
    $
    (342,000
    )Provision of income tax
    
    $
    145,736
    
    
    $
    2,527,482
    
    
    $
    1,214,334
    
    
    $
    9,503,351
    
    
    $
    13,929,504
   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 September 30, 2009
 SignificantQuoted Prices
    
    
    Otherin
    
    
    Observable
    
    
    UnobservableFair Value
    
    
    Active Markets
    
    
    Inputs
    
    
    InputsDescription
    
    September 30, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash and cash equivalents held in trust
    
    $
    1,022,356,689
    
    
    $
    1,022,356,689
    
    
    $
    
    
    
    $
    Total
    
    $
    1,022,356,689
    
    
    $
    1,022,356,689
    
    
    $
    
    
    
    $
    
   NOTE ISUBSEQUENT EVENTS
 Subsequent Events
  15




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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
  Liquidity and Capital Resources
   16




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##### Table of Contents



Current liabilities (as of September 30, 2009)Accrued expenses
    
    $
    3,041Franchise taxes payable
    
    
    23,324$
    26,365
     17




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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.
   18




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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
   19




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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
    
    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)
  20




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##### Table of Contents



ExhibitNumber
    
    Description10.8
    
    
    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.  21




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##### Table of Contents



SIGNATURES
  November 5, 2009
    LIBERTY ACQUISITION HOLDINGS
CORP./s/ Nicolas BerggruenBy: Nicolas BerggruenTitle:
    President and Chief Executive Officer

(principal executive officer, principal

financial officer and chief accounting officer)  22




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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.  23