##### 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, 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
 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
  Large accelerated filer o
    
    Accelerated filer oNon-accelerated filer x
    
    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 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 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, 2007, 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.
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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, 2008
    
    
    December 31, 2007(unaudited)ASSETSCurrent assetsCash
    
    $
    4,440,550
    
    
    $
    287,656Prepaid expenses
    
    
    38,723
    
    
    
    199,973Prepaid income taxes
    
    
    910,537
    
    
    
    Total current assets
    
    
    5,389,810
    
    
    
    487,629Other asset,cash and cash equivalents
held in trust account
    
    
    1,023,417,030
    
    
    
    1,019,590,779Total assets
    
    $
    1,028,806,840
    
    
    $
    1,020,078,408LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccrued expenses
    
    $
    
    
    
    $
    6,379Accrued offering costs
    
    
    
    
    
    
    250,000Income taxes payable
    
    
    
    
    
    
    1,282,632Franchise taxes payable
    
    
    48,505
    
    
    
    84,986Notes payable, founding stockholders
    
    
    
    
    
    
    250,000Total current liabilities
    
    
    48,505
    
    
    
    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
    
    
    
    482,772Stockholders 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 (deficit) accumulated
during the development stage
    
    
    9,111,172
    
    
    
    (1,442,752
    )Total stockholders equity
    
    
    695,937,073
    
    
    
    685,383,149Total liabilities and stockholders equity
    
    $
    1,028,806,840
    
    
    $
    1,020,078,408
 See accompanying notes to condensed interim financial statements.
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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 
 CONDENSED STATEMENTS OF OPERATIONS
 (UNAUDITED)
 Period from
    
    
    Period fromFor the Three
    
    
    For the Nine
    
    
    June 27, 2007
    
    
    June 27, 2007Months Ended
    
    
    Months Ended
    
    
    (Inception) to
    
    
    (Inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2008
    
    
    2008
    
    
    2007
    
    
    2008(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)Revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Formation and
administrative costs
    
    
    234,444
    
    
    
    669,878
    
    
    
    250
    
    
    
    779,103Warrant modification
charge (stock
compensation expense)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,460,000Loss from operations
    
    
    (234,444
    )
    
    
    (669,878
    )
    
    
    (250
    )
    
    
    (3,239,103
    )Interest income
    
    
    5,638,738
    
    
    
    20,727,153
    
    
    
    1,699
    
    
    
    23,619,030Income before provision
for income taxes
    
    
    5,404,294
    
    
    
    20,057,275
    
    
    
    1,499
    
    
    
    20,379,927Provision for income taxes
    
    
    2,527,482
    
    
    
    9,503,351
    
    
    
    
    
    
    
    10,785,983Net income
    
    $
    2,876,812
    
    
    $
    10,553,924
    
    
    $
    1,499
    
    
    $
    9,593,944Maximum number of shares
subject to possible
redemption:Approximate weighted
average number of shares,
basic and diluted
    
    
    31,049,999
    
    
    
    31,049,999
    
    
    
    
    
    
    
    19,692,000Income per common share
subject to possible
redemption, basic and
diluted
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    $
    0.02Net income allocable to
common stockholders not
subject to possible
redemption
    
    $
    2,876,812
    
    
    $
    10,553,924
    
    
    $
    1,499
    
    
    $
    9,111,172Approximate weighted
average number of common
shares outstanding (not
subject to possible
redemption), basic
    
    
    98,325,000
    
    
    
    98,325,000
    
    
    
    25,875,000
    
    
    
    71,823,000Net income per common
share not subject to
possible redemption,
basic
    
    $
    0.03
    
    
    $
    0.11
    
    
    
    
    
    
    $
    0.13Approximate weighted
average number of common
shares outstanding (not
subject to possible
redemption), diluted
    
    
    122,180,000
    
    
    
    124,208,000
    
    
    
    
    
    
    
    99,870,000Net income per common
share not subject to
possible redemption,
diluted
    
    $
    0.02
    
    
    $
    0.08
    
    
    $
    
    
    
    $
    0.09
 See accompanying notes to condensed interim financial statements.
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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 
 CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
 (US Dollars in thousands)
 Earnings(Deficit)AccumulatedAdditional
    
    
    During the
    
    
    TotalCommon
    
    
    
    
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    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
    )
    
    $
    685,383,149Net income for the period
(unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,553,924
    
    
    
    10,553,924Balances, at September 30, 2008
(unaudited)
    
    
    129,375,000
    
    
    
    12,938
    
    
    
    686,812,963
    
    
    
    9,111,172
    
    
    
    695,937,073
 See accompanying notes to condensed interim financial statements.
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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 Nine Months
    
    
    Period fromEnded
    
    
    June 27, 2007September 30,
    
    
    (inception) to2008
    
    
    September 30, 2008(unaudited)
    
    
    (unaudited)Cash flows from operating activitiesNet income
    
    $
    10,533,924
    
    
    $
    9,593,944Adjustment 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
    
    
    161,250
    
    
    
    (38,723
    )Prepaid income taxes
    
    
    (910,537
    )
    
    
    (910,537
    )Income taxes payable
    
    
    (1,282,632
    )
    
    
    Franchise taxes payable
    
    
    (36,481
    )
    
    
    48,505Accrued expenses
    
    
    (6,379
    )
    
    
    Net cash provided by operating activities
    
    
    8,479,145
    
    
    
    11,153,189Net cash used in investing activitiesChanges in cash and cash equivalents invested in
trust account
    
    
    (3,826,251
    )
    
    
    (1,023,417,030
    )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
    
    
    4,152,894
    
    
    
    4,440,550Cashat beginning of the period
    
    
    287,656
    
    
    
    Cashat end of the period
    
    $
    4,440,550
    
    
    $
    4,440,550Supplemental schedule of non-cash financing
activities:Deferred underwriters discount
    
    $
    
    
    
    $
    27,427,500Accrued offering costs
    
    $
    
    
    
    $
    250,000Supplemental disclosures of cash
flow information:Cash paid during the period for income taxes
    
    
    $11,696,521
    
    
    $
    11,696,521
 See accompanying notes to condensed interim financial statements.
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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:
 Disclosure About Fair Value of Financial Instruments
 Use of estimates:
  Income taxes:
 Accounting for Income Taxes
 9




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Accounting for Uncertainty in Income Taxes
 Redeemable common stock:
 Classification and Measurement of
Redeemable Securities
 Recently issued accounting pronouncements:
 Business Combinations
 10




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##### Table of Contents



Noncontrolling Interests in Consolidated
Financial Statements  An Amendment of ARB No. 51
 Disclosures about Derivative Instruments and
Hedging Activities  An Amendment to FASB Statement No. 133
  Recently adopted accounting standards:
 Fair
Value Measurements 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
 NOTE CTHE OFFERING
  11




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NOTE DRELATED PARTY TRANSACTIONS
   12




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NOTE EINCOME TAXES
  13




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Period from June 27, 2007For the Three Months Ended
    
    
    For the Nine Months Ended
    
    
    (inception) toCurrent
    
    September 30,2008
    
    
    September 30, 2008
    
    
    September 30, 2008Federal
    
    $
    1,666,139
    
    
    $
    6,042,485
    
    
    $
    6,871,490State
    
    $
    363,819
    
    
    $
    1,580,101
    
    
    $
    1,777,797City
    
    $
    497,524
    
    
    $
    1,880,765
    
    
    $
    2,136,696
  NOTE FCOMMITMENTS
  NOTE GPREFERRED STOCK
  NOTE HFAIR VALUE MEASUREMENTS
    14




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Financial Assets at Fair Value as of September 30, 2008
 SignificantFair Value
    
    
    Quoted Prices in
    
    
    Significant Other
    
    
    UnobservableSeptember 30,
    
    
    Active Markets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash and
cash equivalents held in trust
    
    $
    1,023,417,030
    
    
    $
    1,023,417,030
    
    
    $
    
    
    
    $
    Total
    
    $
    1,023,417,030
    
    
    $
    1,023,417,030
    
    
    $
    
    
    
    $
    
   
 ITEM. 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
    15




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Off-Balance Sheet Arrangements
  Contractual Obligations
  Liquidity and Capital Resources
   16




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##### Table of Contents



Current liabilitiesAccrued expenses
    
    $
    Franchise taxes payable
    
    
    48,505
     
    
    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.
  17




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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.
  
 ITEM 4T. 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
  18




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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.
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##### Table of Contents



ITEM 6. Exhibits.
 ExhibitNumber
    
    Description3.1
    
    
    Corrected Second Amended and Restated Certificate of Incorporation (6)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)4.4
    
    
    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.(6)
    
    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. 21




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##### Table of Contents



SIGNATURES
  November 12, 2008
    LIBERTY ACQUISITION HOLDINGS CORP./s/ NICOLAS BERGGRUENBy:  Nicolas BerggruenTitle:
    President and Chief Executive Officer
(principal executive officer, principal financial
officer and chief accounting officer)