##### 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, 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
 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
  
  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  PART I  FINANCIAL INFORMATIONITEM 1. Financial Statements.CONDENSED BALANCE SHEETSCONDENSED STATEMENTS OF OPERATIONSCONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITYCONDENSED STATEMENTS OF CASH FLOWSNOTES TO CONSOLIDATED FINANCIAL STATEMENTSITEM. 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.ITEM 4T. Controls and Procedures.PART II  OTHER INFORMATIONITEM 1. Legal Proceedings.ITEM 1A. Risk FactorsITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.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.SIGNATURESEX-31.1EX-32.1    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 the trust
account balance; or
    
    financial performance.
 The forward-looking statements contained or incorporated by reference in this report are based
on our current expectations and beliefs concerning future developments and their potential effects
on us and speak only as of the date of such statement. There can be no assurance that future
developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other
assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described 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.
 2




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PART I  FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements.
 LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 
 CONDENSED BALANCE SHEETS
 As of
    
    
    As ofMarch 31, 2009
    
    
    December 31, 2008(unaudited)ASSETSCurrent assetsCash
    
    $
    9,571,641
    
    
    $
    9,689,737Prepaid income taxes
    
    
    1,277,747
    
    
    
    1,281,352Other prepaid expenses
    
    
    65,598
    
    
    
    92,473Total current assets
    
    
    10,914,986
    
    
    
    11,063,562Other assetsDeferred taxes
    
    
    150,000
    
    
    
    Cash and cash equivalents held in trust account
    
    
    1,021,746,571
    
    
    
    1,020,584,682Total assets
    
    $
    1,032,811,557
    
    
    $
    1,031,648,244LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccrued expenses
    
    $
    183,548
    
    
    $
    20,000Income taxes payable
    
    
    120,964
    
    
    
    Franchise taxes payable
    
    
    39,824
    
    
    
    95,610Total current liabilities
    
    
    344,336
    
    
    
    115,610Long-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
    
    
    1,907,385
    
    
    
    1,568,300Total liabilities
    
    
    334,590,211
    
    
    
    334,022,400Stockholders 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
    
    
    
    686,812,963Retained earnings accumulated during the
development stage
    
    
    11,395,445
    
    
    
    10,799,943Total stockholders equity
    
    
    698,221,346
    
    
    
    697,625,844Total liabilities and stockholders equity
    
    $
    1,032,811,557
    
    
    $
    1,031,648,244
  3




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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, 2009
    
    
    March 31, 2008
    
    
    March 31, 2009Revenue
    
    $
    
    
    
    $
    
    
    
    $
    Formation and operating costs
    
    
    371,582
    
    
    
    225,456
    
    
    
    1,313,812Warrant modification charge
(stock compensation expense)
    
    
    
    
    
    
    
    
    
    
    2,460,000Loss from operations
    
    
    (371,582
    )
    
    
    (225,456
    )
    
    
    (3,773,812
    )Interest income
    
    
    2,066,868
    
    
    
    10,148,345
    
    
    
    30,552,511Income before provision for
income taxes
    
    
    1,695,286
    
    
    
    9,922,889
    
    
    
    26,778,699Provision for income taxes
    
    
    760,699
    
    
    
    4,770,289
    
    
    
    13,475,869Net income
    
    $
    934,587
    
    
    $
    5,152,600
    
    
    $
    13,302,830Maximum number of shares
subject to possible
redemption:Approximate weighted average
number of shares, basic and
diluted
    
    
    31,050,000
    
    
    
    31,050,000
    
    
    
    22,902,000Income per common share
subject to possible
redemption, basic and
diluted
    
    $
    0.01
    
    
    $
    
    
    
    $
    0.07Approximate weighted average
number of common shares
outstanding (not subject to
possible redemption), basic
    
    
    98,325,000
    
    
    
    98,325,000
    
    
    
    79,313,000Net income per common share
not subject to possible
redemption, basic
    
    $
    0.01
    
    
    $
    0.05
    
    
    $
    0.15Approximate weighted average
number of common shares
outstanding (not subject to
possible redemption),
diluted
    
    
    121,034,000
    
    
    
    126,942,000
    
    
    
    98,792,000Net income per common share
not subject to possible
redemption, diluted
    
    $
    0.00
    
    
    $
    0.04
    
    
    $
    0.12
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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 
 CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
 Earnings (Deficit)
    
    
    TotalAdditional
    
    
    Accumulated During
    
    
    StockholdersCommon Shares
    
    
    Amount
    
    
    Paid-in Capital
    
    
    the Development 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 for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
$277,000 (unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (339,085
    )
    
    
    (339,085
    )Net income for the
period (unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    934,587
    
    
    
    934,587Balances, at March 31,
2009 (unaudited)
    
    
    129,375,000
    
    
    $
    12,938
    
    
    $
    686,812,963
    
    
    $
    11,395,455
    
    
    $
    698,221,346
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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, 2009
    
    
    March 31, 2008
    
    
    March 31, 2009Cash flows from operating activitiesNet income
    
    $
    934,587
    
    
    $
    5,152,600
    
    
    $
    13,302,830Adjustment to reconcile net income to net cash
provided by operating activities:Warrant modification charge (stock
compensation expense)
    
    
    
    
    
    
    
    
    
    
    2,460,000Deferred taxes benefit
    
    
    (150,000
    )
    
    
    
    
    
    
    (150,000
    )Increase (decrease) in cash attributable to
changes in operating assets and liabilities:Prepaid income taxes
    
    
    3,605
    
    
    
    
    
    
    
    (1,277,747
    )Other prepaid expenses
    
    
    26,875
    
    
    
    53,750
    
    
    
    (65,598
    )Accrued expenses
    
    
    163,548
    
    
    
    (6,379
    )
    
    
    183,548Income taxes payable
    
    
    120,964
    
    
    
    3,333,768
    
    
    
    120,964Franchise taxes payable
    
    
    (55,786
    )
    
    
    (43,736
    )
    
    
    39,824Net cash provided by operating activities
    
    
    1,043,793
    
    
    
    8,490,003
    
    
    
    14,613,821Cash flows from investing activitiesPrincipal deposited in trust account
    
    
    
    
    
    
    
    
    
    
    (1,017,502,500
    )Interest reinvested in trust account
    
    
    (2,045,056
    )
    
    
    (10,141,414
    )
    
    
    (30,428,137
    )Redemptions from the trust account
    
    
    883,167
    
    
    
    6,436,521
    
    
    
    26,184,066Net cash used in investing activities
    
    
    (1,161,889
    )
    
    
    (3,704,893
    )
    
    
    (1,021,746,571
    )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
    
    
    (118,096
    )
    
    
    4,285,110
    
    
    
    9,571,641Cashat beginning of the period
    
    
    9,689,737
    
    
    
    287,656
    
    
    
    Cashat end of the period
    
    $
    9,571,641
    
    
    $
    4,572,766
    
    
    $
    9,571,641Supplemental 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
    
    
    $
    1,436,521
    
    
    $
    14,782,652
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LIBERTY ACQUISITION HOLDINGS CORP
(a corporation in the development stage)
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 NOTE ADESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
 Accounting and Reporting
By Development Stage Enterprises
    7




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NOTE BSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of presentation:
  Development Stage Company:
 Accounting
and Reporting by Development Stage Enterprises
 Cash and cash equivalents:
  Units:
  8




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Income per common share:
    Concentration of credit risk:
  Fair value of financial instruments:
  Use of estimates:
  9




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Income taxes:
 Accounting for Income Taxes
 Accounting for Uncertainty in Income Taxes
 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
 10




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Disclosures About Derivative Instruments and
Hedging Activities
  NOTE CTHE OFFERING
    11




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NOTE DRELATED PARTY TRANSACTIONS
     12




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NOTE EINCOME TAXES
   Period from June 27, 2007For the Three Months Ended
    
    
    For the Three Months Ended
    
    
    (inception) toMarch 31, 2009
    
    
    March 31, 2008
    
    
    March 31, 2009CurrentFederal
    
    $
    600,341
    
    
    $
    2,922,408
    
    
    $
    8,965,777State
    
    
    131,091
    
    
    
    949,082
    
    
    
    1,974,448City
    
    
    179,267
    
    
    
    898,799
    
    
    
    2,685,644Total current
    
    $
    910,699
    
    
    $
    4,770,289
    
    
    $
    13,625,869DeferredFederal
    
    $
    (93,000
    )
    
    $
    
    
    
    $
    (93,000
    )State
    
    
    (24,000
    )
    
    
    
    
    
    
    (24,000
    )City
    
    
    (33,000
    )
    
    
    
    
    
    
    (33,000
    )Total deferred
    
    $
    (150,000
    )
    
    $
    
    
    
    $
    (150,000
    )Provision of income
tax
    
    $
    760,699
    
    
    $
    4,770,289
    
    
    $
    13,475,869
  13




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NOTE FCOMMITMENTS
  NOTE GPREFERRED STOCK
  NOTE HFAIR VALUE MEASUREMENTS
    Financial Assets at Fair Value as of March 31, 2009
 Quoted Prices in
    
    
    Significant Other
    
    
    UnobservableFair Value March
    
    
    Active Markets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    31, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash and cash
equivalents held in
trust
    
    $
    1,021,746,571
    
    
    $
    1,021,746,571
    
    
    $
    
    
    
    $
    Total
    
    $
    1,021,746,571
    
    
    $
    1,021,746,571
    
    
    $
    
    
    
    $
    
   14




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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
   15




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Current liabilitiesAccrued expenses
    
    $
    183,548Income taxes payable
    
    
    120,964Franchise taxes payable
    
    
    39,824$
    344,336
     16




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
    
    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.
  
 ITEM 4T. Controls and Procedures.
   17




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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
 1 2
  
 ITEM 3. Defaults upon Senior Securities.
  18




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##### Table of Contents



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)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)
 19




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##### Table of Contents



ExhibitNumber
    
    Description10.13
    
    
    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)99.2
    
    
    Form of Charter of Governance and Nominating Committee (2)99.3
    
    
    Form of Charter of Compensation Committee (2)
 
 *
    
    Filed Herewith(1)
    
    Incorporated by reference to the corresponding exhibit filed with the Registrants Quarterly
Report on Form 10-Q filed with the SEC on August 8, 2008.(2)
    
    Incorporated by reference to the corresponding exhibit filed with the Registration Statement
on Form S-1 (File No. 333-145559) with the SEC on August 17, 2007.(3)
    
    Incorporated by reference to the corresponding exhibit filed with the Registrants Current
Report on Form 8-K filed with the SEC on December 12, 2007.(4)
    
    Incorporated by reference to the corresponding exhibit filed with the Registrants Annual
Report on Form 10-K filed with the SEC on March 11, 2008. 20




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##### Table of Contents



SIGNATURES
  May 11, 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) 21