##### 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, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-33862
 Liberty Acquisition Holdings Corp.
  Delaware
    
    26-0490500(State or other jurisdiction of incorporation)
    
    (IRS Employer Identification Number)
 1114 Avenue of the Americas, 41st Floor
New York, New York 10036
 (212) 380-2230
 
 þ o
  o o þ o
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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONITEM 1. Financial StatementsITEM. 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsITEM 3. Quantitative and Qualitative Disclosures about Market RiskITEM 4T. Controls and ProceduresPART II  OTHER INFORMATIONITEM 1. Legal ProceedingsITEM 1A. Risk FactorsITEM 2. Unregistered Sales of Equity Securities and Use of ProceedsITEM 3. Defaults upon Senior SecuritiesITEM 4. Submission of Matters to a Vote of the Security HoldersITEM 5. Other InformationITEM 6. ExhibitsSIGNATURESEX-31.1 Section 302 CEO CertificationEX-32.1 Section 906 CEO Certification    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 American Stock Exchange following a
business combination or the delisting of our securities from the American Stock Exchange;
    
    use of proceeds not in trust or available to us from interest income on the trust
account balance; or
    
    financial performance.
 The forward-looking statements contained or incorporated by reference in this report are based
on our current expectations and beliefs concerning future developments and their potential effects
on us and speak only as of the date of such statement. There can be no assurance that future
developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other
assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading Risk Factors. Should one or
more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required under
applicable securities laws.
 References in this report to we, us or our company refer to Liberty Acquisition Holdings
Corp. References to our founders refer, collectively, to our sponsors and each of our
independent directors. References to public stockholders refer to purchasers of our securities
in our initial public offering and subsequent purchasers in the secondary market. To the extent
our founders purchased common stock in this offering or thereafter in the open market they would be
public stockholders for liquidation and dissolution purposes, but will vote all such shares in
favor of our initial business combination and therefore would not be eligible to seek redemption in
connection with a vote on a business combination.
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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
 March 31, 2008
    
    
    December 31, 2007(unaudited)ASSETSCurrent assetsCash
    
    $
    4,572,766
    
    
    $
    287,656Prepaid expenses
    
    
    146,223
    
    
    
    199,973Total current assets
    
    
    4,718,989
    
    
    
    487,629Other asset,cash and cash equivalents held in trust account
    
    
    1,023,295,672
    
    
    
    1,019,590,779Total Assets
    
    $
    1,028,014,661
    
    
    $
    1,020,078,408LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccrued expenses
    
    $
    
    
    
    $
    6,379Accrued offering costs
    
    
    
    
    
    
    250,000Income taxes payable
    
    
    4,616,400
    
    
    
    1,282,632Franchise taxes payable
    
    
    41,250
    
    
    
    84,986Notes payable, founding stockholders
    
    
    
    
    
    
    250,000Total current liabilities
    
    
    4,657,650
    
    
    
    1,873,997Long-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
    
    
    482,772
    
    
    
    482,772CommitmentsStockholders 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 (deficit) accumulated during the
development stage
    
    
    3,709,848
    
    
    
    (1,442,752
    )Total stockholders equity
    
    
    690,535,749
    
    
    
    685,383,149Total liabilities and stockholders equity
    
    $
    1,028,014,661
    
    
    $
    1,020,078,408
 See accompanying notes to condensed financial statements.
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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
 Period fromFor the Three
    
    
    June 27, 2007Months Ended
    
    
    (inception) toMarch 31, 2008
    
    
    March 31, 2008Revenue
    
    $
    
    
    
    $
    Formation and operating costs
    
    
    225,456
    
    
    
    334,681Warrant modification charge (stock
compensation expense)
    
    
    
    
    
    
    2,460,000Loss from operations
    
    
    (225,456
    )
    
    
    (2,794,681
    )Interest income
    
    
    10,148,345
    
    
    
    13,040,222Income before provision for income taxes
    
    
    9,922,889
    
    
    
    10,245,541Provision for income taxes
    
    
    4,770,289
    
    
    
    6,052,921Net income
    
    $
    5,152,600
    
    
    $
    4,192,620Maximum number of shares subject to
possible redemption:Approximate weighted average number of
shares, basic and diluted
    
    
    31,050,000
    
    
    
    12,241,935Income per share to common stock
subject to possible redemption, basic
and diluted
    
    $
    
    
    
    $
    0.04Net income allocable to common
stockholders not subject to possible
redemption
    
    $
    5,152,600
    
    
    $
    3,709,848Approximate weighted average number of
common shares outstanding not subject
to possible redemption, basic
    
    
    98,325,000
    
    
    
    54,439,516Net income per common share not subject
to possible redemption, basic
    
    $
    0.05
    
    
    $
    0.07Approximate weighted average number of
common shares outstanding not subject
to possible redemption, diluted
    
    
    126,942,015
    
    
    
    83,145,187Net income per common share not subject
to possible redemption, diluted
    
    $
    0.04
    
    
    $
    0.04
 See accompanying notes to condensed financial statements.
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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS EQUITY
 Earnings (Deficit)Accumulated During
    
    TotalCommon
    
    
    
    
    
    Additional Paid-in
    
    the Development
    
    StockholdersShares
    
    Amount
    
    Capital
    
    Stage
    
    EquitySale of Units issued to
Founders on August 9,
2007 at $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
    
    
    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
    )
    
    $
    685,383,149Net income for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,152,600
    
    
    
    5,152,600Balances, at March, 31,
2008
    
    
    129,375,000
    
    
    $
    12,938
    
    
    $
    686,812,963
    
    
    $
    3,709,848
    
    
    $
    690,535,749
 See accompanying notes to condensed financial statements.
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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
 Period from JuneThree Months
    
    
    27, 2007Ended March
    
    
    (inception) to31, 2008
    
    
    March 31, 2008Cash flows from operating activitiesNet income
    
    $
    5,152,600
    
    
    $
    4,192,620Adjustment to reconcile net income to
net cash provided by operating
activities:
    
    
    
    
    
    
    Warrant modification charge (stock
compensation expense)
    
    
    
    
    
    
    2,460,000Increase (decrease) in cash
attributable to changes in operating
assets and liabilities:
    
    
    
    
    
    
    Prepaid expenses
    
    
    53,750
    
    
    
    (146,223
    )Income taxes payable
    
    
    3,333,768
    
    
    
    4,616,400Franchise taxes payable
    
    
    (43,736
    )
    
    
    41,250Accrued expenses
    
    
    (6,379
    )
    
    
    Net cash provided by operating
activities
    
    
    8,490,003
    
    
    
    11,164,047Net cash used by investing activitiesNet change in cash and cash equivalents
invested in trust account
    
    
    (3,704,893
    )
    
    
    (1,023,295,672
    )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 in cash
    
    
    4,285,110
    
    
    
    4,572,766Cash, beginning of period
    
    
    287,656
    
    
    
    Cash, end of period
    
    $
    4,572,766
    
    
    
    4,572,766Supplemental schedule of non-cash
financing activities:Deferred underwriters discount
    
    $
    
    
    
    
    27,427,500Accrued offering costs
    
    $
    
    
    
    
    250,000Supplemental disclosures of cash
flow information :Cash paid for income taxes
    
    $
    1,436,521
    
    
    
    1,436,521
 See accompanying notes to condensed financial statements.
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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 NOTE ADESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
 Accounting and Reporting
By Development Stage Enterprises
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NOTE BSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of presentation:
  Development Stage Company:
 Accounting and Reporting
by Development Stage Enterprises
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Units:
  Net income per common share:
 Earnings Per Share
   Concentration of credit risk:
  Fair value of financial instruments:
 Disclosure About Fair Value of Financial Instruments
 Use of estimates:
  9




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Income tax:
 Accounting for Income Taxes
 Accounting for Uncertainty in Income Taxes
 Stock-based compensation:
 Share-Based Payment
 Redeemable common stock:
 Classification and Measurement of Redeemable Securities
 Recently issued accounting pronouncements:
 Fair Value Measurements
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Effective Date of FASB Statement No. 157
 The Fair Value Option for Financial Assets
and Financial Liabilities- Including an amendment of FASB Statement No. 155
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements  An Amendment of ARB No. 51
  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
    
    (inception) toCurrent
    
    March 31, 2008
    
    March 31, 2008Federal
    
    $
    2,922,408
    
    
    $
    3,751,413State
    
    
    949,082
    
    
    
    1,096,495City
    
    
    898,799
    
    
    
    1,205,013
  NOTE FCOMMITMENTS
  NOTE GPREFERRED STOCK
  14




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NOTE HFAIR VALUE MEASUREMENTS
    Quoted Prices in Active
    
    
    Significant Other
    
    
    SignificantMarkets
    
    
    Observable Inputs
    
    
    Unobservable InputsDescription
    
    March 31, 2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash and cash
equivalents held in
trust
    
    $
    1,023,295,672
    
    
    $
    1,023,295,672
    
    
    $
    
    
    
    $
    Total
    
    $
    1,023,295,672
    
    
    $
    1,023,295,672
    
    
    $
    
    
    
    $
    
   15




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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
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Current liabilitiesIncome taxes payable
    
    $
    4,616,400Franchise taxes payable
    
    
    41,250$
    4,657,650
    17




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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.
  
 ITEM 4T. Controls and Procedures.
 (a) Evaluation of Disclosure Controls and Procedures
  (b) Changes in Internal Controls over Financial Reporting
  18




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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
          19




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Use of Proceeds from Initial Public Offering
 1 2
  
 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
    
    Second Amended and Restated Certificate of Incorporation (4)3.2
    
    Bylaws (1)4.1
    
    Specimen Unit Certificate (1)4.2
    
    Specimen Common Stock Certificate (1)4.3
    
    Warrant Agreement, dated August 9, 2007 between Continental Stock
Transfer & Trust Company and the Registrant (1)
 20




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ExhibitNumber
    
    Description4.4
    
    Amended and Restated Warrant Agreement dated November 9, 2007
between Continental Stock Transfer & Trust Company and the
Registrant (3)4.5
    
    Second Amended and Restated Warrant Agreement dated December 6, 2007
between Continental Stock Transfer & Trust Company and the
Registrant (4)4.6
    
    Specimen Public Warrant Certificate (included in Exhibit 4.3)4.7
    
    Specimen Private Warrant Certificate (included in Exhibit 4.3)10.1
    
    Registration Rights Agreement among the Registrant and the Founders,
dated December 6, 2007 (5)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.) (1)10.3
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and Marlin Equities (1)10.4
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and James N. Hauslein (1)10.5
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and Nathan Gantcher (1)10.6
    
    Founders Units Subscription Agreement dated as of August 9, 2007 by
and between the Registrant and Paul B. Guenther (1)10.7
    
    Sponsors Warrant and Co-Investment Units Subscription Agreement
dated as of August 9, 2007 by and between the Registrant and
Berggruen Holdings (formerly known as Berggruen Freedom Holdings,
Ltd.) (1)10.8
    
    Sponsors Warrant and Co-Investment Units Subscription Agreement
dated as of August 9, 2007 by and between the Registrant and Marlin
Equities (1)10.9
    
    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 (4)10.10
    
    Amended and Restated Sponsors Warrant and Co-Investment Units
Subscription Agreement dated as of December 6, 2007 among the
Registrant and Marlin Equities (4)10.11
    
    Investment Management Trust Agreement by and between the Registrant
and Continental Stock Transfer & Trust Company, dated December 12,
2007 (4)10.12
    
    Letter Agreement dated as of August 9, 2007 among the Registrant,
Citigroup Global Markets Inc. and Berggruen Holdings (formerly known
as Berggruen Freedom Holdings, Ltd.) (1)10.13
    
    Letter Agreement dated as of August 9, 2007 among the Registrant,
Citigroup Global Markets Inc. and Marlin Equities (1)10.14
    
    Letter Agreement dated as of August 9, 2007 among the Registrant,
Citigroup Global Markets Inc. and Nicolas Berggruen (1)10.15
    
    Letter Agreement dated as of August 9, 2007 among the Registrant,
Citigroup Global Markets Inc. and Martin E. Franklin (1)10.16
    
    Letter Agreement dated as of August 9, 2007 among the Registrant,
Citigroup Global Markets Inc. and James N. Hauslein (1)10.17
    
    Letter Agreement dated as of August 9, 2007 among the Registrant,
Citigroup Global Markets Inc. and Nathan Gantcher (1)
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ExhibitNumber
    
    Description10.18
    
    Letter Agreement dated as of August 9, 2007 among the Registrant,
Citigroup Global Markets Inc. and Paul B. Guenther (1)10.19
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Berggruen
Holdings (5)10.20
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Marlin
Equities (5)10.21
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Nicolas
Berggruen (5)10.22
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Martin E.
Franklin (5)10.23
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and James N.
Hauslein (5)10.24
    
    Amended and Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Nathan
Gantcher (5)10.25
    
    Amended a Restated Letter Agreement dated as of December 6, 2007
among the Registrant, Citigroup Global Markets Inc. and Paul B.
Guenther (5)10.26
    
    Promissory Note, dated August 9, 2007, issued to Berggruen Holdings
(formerly known as Berggruen Freedom Holdings, Ltd.) (1)10.27
    
    Promissory Note, dated August 9, 2007, issued to Marlin Equities (1)10.28
    
    Form of Letter Agreement among the Registrant and Berggruen
Holdings, Inc. providing office space to the Registrant (1)10.29
    
    Form of Berggruen Holdings Ltd Employee Letter Agreement (1)10.30
    
    Form of Indemnification Agreement by and between the Registrant and
each of its officers and directors, dated December 6, 2007 (5)31.1*
    
    Chief Executive Officer Certification Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 200232.1*
    
    Chief Executive Officer Certification Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.99.1
    
    Form of Charter of Audit Committee (1)99.2
    
    Form of Charter of Governance and Nominating Committee (1)99.3
    
    Form of Charter of Compensation Committee (1)
 
 *
    
    Filed Herewith(1)
    
    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.(2)
    
    Incorporated by reference to the corresponding exhibit filed with Amendment No. 1 to the
Registration Statement on Form S-1 (File No. 333-145559) filed with the SEC on October 5,
2007.(3)
    
    Incorporated by reference to the corresponding exhibit filed with Amendment No. 2 to the
Registration Statement on Form S-1 (File No. 333-145559) filed with the SEC on November 9,
2007.(4)
    
    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.(5)
    
    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




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SIGNATURES
  May 14, 2008
    
    LIBERTY ACQUISITION HOLDINGS CORP./s/ NICOLAS BERGGRUENBy: Nicolas BerggruenTitle: President and Chief Executive Officer(principal executive officer, principal financial
officer and principal accounting officer)