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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, 2010
 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: 001-33217
 GLG PARTNERS, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    20-5009693
(I.R.S. Employer Identification No.)
 399 Park Avenue, 38th Floor
New York, New York 10022
 (212) 224-7200
  þ o
  o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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FORWARD-LOOKING STATEMENTS
   
    
    the volatility in the financial markets;
    
    our financial performance;
    
    market conditions for the investment funds and managed accounts we manage;
    
    performance of the investment funds and managed accounts we manage, the related
performance fees and the associated impacts on revenues, net income, cash flows and fund
inflows/outflows;
    
    the impact of net inflows on our mix of assets under management and the associated
impacts on revenues;
    
    the cost of retaining our key investment and other personnel or the loss of such key
personnel;
    
    risks associated with the expansion of our business in size and geographically;
    
    operational risk, including counterparty risk;
    
    litigation and regulatory enforcement risks, including the diversion of management time
and attention and the additional costs and demands on our resources;
    
    risks associated with the use of leverage, investment in derivatives, availability of
credit, interest rates and currency fluctuations,
  Available Information
 www.glgpartners.com.
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##### 



GLG PARTNERS, INC.
INDEX
 PAGEPART I. FINANCIAL INFORMATIONItem 1. Financial Statements:Condensed Consolidated Balance Sheets  March 31, 2010 (Unaudited) and December 31, 2009
    
    5Unaudited Condensed Consolidated Statements of Operations  Three Months Ended March 31, 2010 and
March 31, 2009
    
    6Unaudited Condensed Consolidated Statements of Changes in Stockholders Deficit  Three Months Ended
March 31, 2010
    
    7Unaudited Condensed Consolidated Statements of Cash Flows  Three Months Ended March 31, 2010 and
March 31, 2009
    
    8Notes to the Unaudited Condensed Consolidated Financial Statements
    
    9Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    20Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    43Item 4. Controls and Procedures
    
    45PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    46Item 1A. Risk Factors
    
    46Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    67Item 6. Exhibits
    
    68Signature
    
    69EX-10.1.1EX-10.1.2EX-10.1.3EX-10.2.1EX-10.2.2EX-10.3EX-31.1EX-31.2EX-31.3EX-32.1EX-32.2EX-32.3
  4




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PART I   FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 GLG PARTNERS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (US Dollars in thousands, except per share amounts)
 March 31,
    
    December 31,2010
    
    2009(Unaudited)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    194,121
    
    
    $
    263,782Restricted cash
    
    
    5,748
    
    
    
    5,746Fees receivable
    
    
    48,243
    
    
    
    104,541Unsettled fund receivables
    
    
    31,164
    
    
    
    8,948Prepaid expenses and other assets
    
    
    37,502
    
    
    
    36,892Total Current Assets
    
    
    316,778
    
    
    
    419,909Non-Current AssetsInvestments at fair value
    
    
    31,508
    
    
    
    22,048Goodwill
    
    
    587
    
    
    
    587Intangible assets (net of accumulated amortization of $3,652 and
$2,768)
    
    
    31,214
    
    
    
    34,153Property and equipment (net of accumulated depreciation and
amortization of $16,620 and $15,485 respectively)
    
    
    12,961
    
    
    
    12,856Other non-current assets
    
    
    10,412
    
    
    
    11,228Total Non-Current Assets
    
    
    86,682
    
    
    
    80,872Total Assets
    
    $
    403,460
    
    
    $
    500,781LIABILITIES AND STOCKHOLDERS DEFICITCurrent LiabilitiesRebates and sub-administration fees payable
    
    $
    17,219
    
    
    $
    19,717Accrued compensation, benefits and profit share
    
    
    34,471
    
    
    
    138,686Income taxes payable
    
    
    1,045
    
    
    
    9,095Distributions payable
    
    
    6,783
    
    
    
    6,840Unsettled fund payables
    
    
    34,505
    
    
    
    9,819Accounts payable and other accruals
    
    
    38,558
    
    
    
    42,187Revolving credit facility
    
    
    12,281
    
    
    
    12,281Other liabilities
    
    
    16,410
    
    
    
    13,886Total Current Liabilities
    
    
    161,272
    
    
    
    252,511Non-Current LiabilitiesDeferred tax liability
    
    
    9,175
    
    
    
    10,448Term loan payable (including unamortized gain on modification of
$17,231 and $19,671, respectively)
    
    
    290,451
    
    
    
    292,891Convertible notes
    
    
    228,500
    
    
    
    228,500Total Non-Current Liabilities
    
    
    528,126
    
    
    
    531,839Total Liabilities
    
    
    689,398
    
    
    
    784,350Stockholders Deficit:Common stock, $.0001 par value; 1,000,000,000
authorized, 2010: 251,067,887
issued and outstanding (2009: 252,358,619 issued and
outstanding)
    
    $
    24
    
    
    $
    24Series A voting preferred stock, $.0001 par value; 150,000,000
authorized, 2010: 58,904,993 issued
and outstanding (2009: 58,904,993 issued and
outstanding)
    
    
    6
    
    
    
    6Additional paid in capital
    
    
    1,511,053
    
    
    
    1,450,151Treasury stock, 14,101,424 shares of common stock (2009: 14,101,424)
    
    
    (193,189
    )
    
    
    (193,189
    )Accumulated other comprehensive income
    
    
    5,263
    
    
    
    7,250Accumulated deficit
    
    
    (1,622,856
    )
    
    
    (1,562,009
    )Total Controlling Stockholders Deficit
    
    
    (299,699
    )
    
    
    (297,767
    )Non-controlling interest
    
    
    13,761
    
    
    
    14,198Total Stockholders Deficit
    
    $
    (285,938
    )
    
    $
    (283,569
    )Total Liabilities and Stockholders Deficit
    
    $
    403,460
    
    
    $
    500,781
  5




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GLG PARTNERS, INC. AND SUBSIDIARIES
 
 UNAUDITED CONDENSED CONSOLIDATED
 STATEMENTS OF OPERATIONS
 (US Dollars in thousands, except per share amounts)
 Three Months EndedMarch 31,2010
    
    2009Net revenues and other incomeManagement fees, net
    
    $
    42,677
    
    
    $
    34,427Performance fees, net
    
    
    2,717
    
    
    
    10,817Administration, service and distribution fees, net
    
    
    7,344
    
    
    
    5,473Other
    
    
    982
    
    
    
    997Total net revenues and other income
    
    
    53,720
    
    
    
    51,714ExpensesCompensation, benefits and profit share
    
    
    (101,340
    )
    
    
    (146,657
    )General, administrative and other
    
    
    (26,748
    )
    
    
    (22,317
    )Amortization of intangible assets
    
    
    (884
    )
    
    
    Third party, distribution, administration and service fees
    
    
    (1,331
    )
    
    
    Total expenses
    
    
    (130,303
    )
    
    
    (168,974
    )Loss from operations
    
    
    (76,583
    )
    
    
    (117,260
    )Realized gain /(loss) on available-for-sale investments
    
    
    38
    
    
    
    (21,217
    )Fair value movement in trading securities
    
    
    477
    
    
    
    Interest income
    
    
    256
    
    
    
    357Interest expense
    
    
    (3,302
    )
    
    
    (2,947
    )Loss before income taxes
    
    
    (79,114
    )
    
    
    (141,067
    )Income tax benefit / (expense)
    
    
    9,279
    
    
    
    (618
    )Net loss
    
    
    (69,835
    )
    
    
    (141,685
    )Less non-controlling interests:Share of losses
    
    
    8,988
    
    
    
    22,021Cumulative dividends on exchangeable shares
    
    
    
    
    
    
    (595
    )Net loss attributable to common stockholders
    
    $
    (60,847
    )
    
    $
    (120,259
    )Net loss per share  basic
    
    $
    (0.27
    )
    
    $
    (0.55
    )Weighted average common stock outstanding  basic (in thousands)
    
    
    229,330
    
    
    
    216,764Net loss per share  diluted
    
    $
    (0.27
    )
    
    $
    (0.55
    )Weighted average common stock outstanding  diluted (in thousands)
    
    
    229,330
    
    
    
    216,764
  6




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GLG PARTNERS, INC. AND SUBSIDIARIES
 
 UNAUDITED CONDENSED CONSOLIDATED
 STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT
 (US Dollars in thousands)
 AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    TotalTreasury
    
    
    Common
    
    
    Paid in
    
    
    Preferred
    
    
    Comprehensive
    
    
    Accumulated
    
    
    Non-controlling
    
    
    shareholdersStock
    
    
    Stock
    
    
    Capital
    
    
    Stock
    
    
    Income/(Deficit)*
    
    
    Income/(Deficit)
    
    
    Interest
    
    
    Equity/(Deficit)Balance as of December
31, 2009
    
    $
    (193,189
    )
    
    $
    24
    
    
    $
    1,450,151
    
    
    $
    6
    
    
    $
    7,250
    
    
    $
    (1,562,009
    )
    
    $
    14,198
    
    
    $
    (283,569
    )Comprehensive lossNet loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (60,847
    )
    
    
    (8,988
    )
    
    
    (69,835
    )Unrealized gains on cash
flow hedges (nil tax
applicable)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74
    
    
    
    
    
    
    
    18
    
    
    
    92Unrealized loss on
available-for-sale
equity investments (net
of $197 tax )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (88
    )
    
    
    
    
    
    
    (21
    )
    
    
    (109
    )Transfer to realized
gain on
available-for-sale
equity investments on
disposal (nil tax
applicable)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31
    )
    
    
    
    
    
    
    (7
    )
    
    
    (38
    )Foreign currency
translation (nil tax
applicable)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,942
    )
    
    
    
    
    
    
    (464
    )
    
    
    (2,406
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,987
    )
    
    
    (60,847
    )
    
    
    (9,462
    )
    
    
    (72,296
    )Share based compensation
    
    
    
    
    
    
    
    
    
    
    62,523
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,026
    
    
    
    71,549Capital contributions
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    5Shares repurchased
    
    
    
    
    
    
    
    
    
    
    (1,627
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,627
    )Balance as of March 31, 2010
    
    $
    (193,189
    )
    
    $
    24
    
    
    $
    1,511,053
    
    
    $
    6
    
    
    $
    5,263
    
    
    $
    (1,622,856
    )
    
    $
    13,761
    
    
    $
    (285,938
    )
 
 *
    
    Comprised of: unrealized gain on available-for-sale investments of
$908 at March 31, 2010, $1,027 at December 31, 2009; foreign
currency translation of $4,281 at March 31, 2010, $6,223 at
December 31, 2009; and unrealized gains on cashflow hedges of $74
at March 31, 2010, $0 at December 31, 2009.  7




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GLG PARTNERS, INC. AND SUBSIDIARIES
 
 UNAUDITED CONDENSED CONSOLIDATED
 STATEMENTS OF CASH FLOWS
 (US Dollars in thousands)
 Three Months Ended March 31,2010
    
    2009Cash Flows From Operating ActivitiesNet loss
    
    $
    (69,835
    )
    
    $
    (141,685
    )Adjustments to reconcile net loss to net cash used in operating activities:Fair value movement in trading securities
    
    
    (477
    )
    
    
    Depreciation and amortization
    
    
    1,770
    
    
    
    964Share based compensation
    
    
    71,549
    
    
    
    116,647Amortization of gain on debt extinguishment
    
    
    (2,440
    )
    
    
    Foreign exchange remeasurement on bank accounts
    
    
    4,776
    
    
    
    (796
    )Realized loss on available-for-sale investments
    
    
    
    
    
    
    21,217Cash flows due to changes in (net of non cash assets of acquired subsidiaries) in:Fees receivable
    
    
    56,298
    
    
    
    8,459Prepaid expenses and other assets
    
    
    206
    
    
    
    (3,128
    )Unsettled fund receivables
    
    
    (22,216
    )
    
    
    Rebates and sub-administration fees payable
    
    
    (2,498
    )
    
    
    (4,199
    )Accrued compensation, benefits and profit share
    
    
    (104,215
    )
    
    
    (34,209
    )Income taxes payable
    
    
    (8,050
    )
    
    
    (1,674
    )Distributions payable
    
    
    (57
    )
    
    
    (3,571
    )Accounts payable and other accruals
    
    
    (4,902
    )
    
    
    (7,607
    )Unsettled fund payables
    
    
    24,686
    
    
    
    Other liabilities
    
    
    3,250
    
    
    
    (23,092
    )Net cash used in operating activities
    
    
    (52,155
    )
    
    
    (72,674
    )Cash Flows From Investing ActivitiesRedemption of available-for-sale securities
    
    
    807
    
    
    
    35,748Purchase of trading securities
    
    
    (10,789
    )
    
    
    Transfer to restricted cash
    
    
    (2
    )
    
    
    (35
    )Purchase of property and equipment
    
    
    (991
    )
    
    
    (286
    )Net cash (used in)/provided by investing activities
    
    
    (10,975
    )
    
    
    35,427Cash Flows From Financing ActivitiesShare repurchases
    
    
    (1,627
    )
    
    
    (64,348
    )Capital contributions
    
    
    5
    
    
    
    (21
    )Net cash used in financing activities
    
    
    (1,622
    )
    
    
    (64,369
    )Net decrease in cash and cash equivalents
    
    
    (64,752
    )
    
    
    (101,616
    )Effect of foreign currency translation on cash
    
    
    (4,909
    )
    
    
    696Cash and cash equivalents at beginning of period
    
    
    263,782
    
    
    
    316,195Cash and cash equivalents at end of period
    
    $
    194,121
    
    
    $
    215,275
  8




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GLG PARTNERS INC., AND SUBSIDIARIES
 
 NOTES TO THE CONDENSED CONSOLIDATED
 FINANCIAL STATEMENTS
 (US Dollars in thousands, except per share amounts)
 1. ORGANIZATION AND BASIS OF PRESENTATION
      2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Principles of combination and consolidation
    9




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GLG PARTNERS INC., AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 Non-controlling Interests in Consolidated Subsidiaries
 FA Sub 2 Limited Exchangeable Shares
     Use of Estimates
  Revenue Recognition
     10




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GLG PARTNERS INC., AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
    
    
    management fees are charged at the investee fund level, except in the case of (1) the GLG
Multi Strategy Fund where management fees are charged at both the investee and investing
fund levels and (2) the GLG Balanced Managed Fund and the GLG Stockmarket Managed Fund where
management fees are charged only at the investing fund level;
 
    
    performance fees are charged at the investee fund level, except in the case of the GLG
Global Aggressive Fund where performance fees are charged at both the investee and investing
fund levels, to the extent, if any, that the performance fee charged at the investing fund
level is greater than the performance fee charged at the investee fund level; and
 
    
    administration fees, where applicable, are charged at both the investing and investee
fund levels.
  Operating Leases
  Unsettled Fund Receivables and Payables
  Derivatives and Hedging
  11




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GLG PARTNERS INC., AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
  3. RECENT ACCOUNTING PRONOUNCEMENTS
 Consolidation (ASC Topic 810): Amendments for Certain Investment Funds .
  4. FAIR VALUE OF FINANCIAL INSTRUMENTS
 Fair Value Measurements and Disclosures
 
    
    Level 1: Inputs to the valuation methodology are quoted prices, unadjusted, for identical
assets or liabilities in active markets. A quoted price in an active market provides the
most reliable evidence of fair value and shall be used to measure fair value whenever
available.
 
    
    Level 2: Inputs to the valuation methodology include quoted prices for similar assets or
liabilities in active markets; inputs to the valuation methodology include quoted prices for
identical or similar assets or liabilities in markets that are not active; or inputs to the
valuation methodology that are derived principally from or can be corroborated by observable
market data by correlation or other means.
 
    
    Level 3: Inputs to the valuation methodology are unobservable and significant to the
fair value measurement. Level 3 assets and liabilities include financial instruments whose
value is determined using discounted cash flow methodologies, as well as instruments for
which the determination of fair value requires significant management judgment or estimates.
 a) Assets and Liabilities measured at fair value on a recurring basis:
  12




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GLG PARTNERS INC., AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 March 31, 2010
    
    
    December 31, 2009Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Foreign exchange derivatives (presented in other assets)
    
    $
    
    
    
    $
    142
    
    
    
    
    
    
    $
    
    
    
    $
    274
    
    
    $
    Trading investments
    
    
    
    
    
    
    11,106
    
    
    
    6,319
    
    
    
    
    
    
    
    
    
    
    
    6,319Available-for-sale investments
    
    
    
    
    
    
    
    
    
    
    14,083
    
    
    
    
    
    
    
    
    
    
    
    15,729$
    
    
    
    $
    11,248
    
    
    $
    20,402
    
    
    $
    
    
    
    $
    274
    
    
    $
    22,048
 Foreign exchange derivatives
  Investments
  Fund/Investment Strategy
    
    Status
    
    Liquidity Terms
    GLG Multi-Strategy Coupon Fund
    
    Available-for-sale
    
    Not redeemable at
option of
shareholder.
Monthly compulsory
redemption of
assets recovered.
    GLG Global Opportunity (Special Assets) Fund
    
    Available-for-sale
    
    Not redeemable at
option of
shareholder.
Monthly compulsory
redemption of
assets recovered.
    GLG Treasury Plus Fund
    
    Available-for-sale
    
    Daily
    GLG European Opportunity (Lehman Recovery) Fund
    
    Trading
    
    Not redeemable at
option of
shareholder.
Quarterly
redemption of
assets recovered
from Lehman
Brothers
International
(Europe) or its
affiliates.
    GLG Technology (Lehman Recovery) Fund
    
    Trading
    
    Not redeemable at
option of
shareholder.
Quarterly
redemption of
assets recovered
from Lehman
Brothers
International
(Europe) or its
affiliates.
   Fund/Investment Strategy
    
    Status
    
    Liquidity Terms
    GLG Emerging Markets Fund
    
    Trading
    
    60 days notice
    GLG Emerging Markets Credit Opportunity Fund
    
    Trading
    
    30 days prior to dealing day
    GLG Atlas Macro Fund
    
    Trading
    
    5 business days notice
    GLG Atlas Value and Recovery Fund
    
    Trading
    
    1 calendar year prior to relevant
redemption day with optional fund
gate
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GLG PARTNERS INC., AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 Fund/Investment Strategy
    
    Status
    
    Liquidity Terms
    GLG Market Neutral Fund
    
    Trading
    
    90 calendar days notice
    GLG European Distressed Fund
    
    Trading
    
    90 calendar days after lockup period
    GLG Global Equity Tactical Fund
    
    Trading
    
    30 calendar days notice
    GLG European Opportunity Fund
    
    Trading
    
    5 business days notice
    GLG European Long-Short Fund
    
    Trading
    
    30 calendar days notice
    GLG Technology Fund
    
    Trading
    
    5 business days notice
    GLG Financials Fund
    
    Trading
    
    5 business days notice
    GLG Global Mining Fund
    
    Trading
    
    25 business days notice
    GLG UK Select Fund
    
    Trading
    
    Daily
    GLG Alpha Select (UCITS III) Fund
    
    Trading
    
    5 days prior to dealing day
    GLG Pure Alpha (UCITS III) Fund
    
    Trading
    
    5 days prior to dealing day
    GLG Emerging Markets (UCITS III) Fund
    
    Trading
    
    5 days prior to dealing day
    GLG Performance (Distributing) Fund
    
    Trading
    
    5 business days notice
    Trading Securities  Investments in GLG FundsInvestments purchased at cost
    
    $
    10,789Change in fair value recorded in statement of operations
    
    
    477Remeasurement of foreign currency denominated investments recorded in other income
    
    
    (160
    )Investments at fair value
    
    $
    11,106Represented by the following compensation:Accrued compensation recognized in statement of operations on straight line basis
    
    $
    415Additional compensation recognized in respect of investment earnings
    
    
    12Compensation to be recognized over remaining vesting period of 24 months
    
    
    10,679$
    11,106
 14




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GLG PARTNERS INC., AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
  Fair Value MeasurementsQuoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    Inputs(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Movements in Level 3 assets for the year were as follows:Investments in GLG FundsOpening Balance January 1, 2010
    
    
    
    
    
    
    
    
    
    $
    22,048Change in fair value recorded in other comprehensive income 
currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    (198
    )Change in unrealized losses recorded in other comprehensive income
    
    
    
    
    
    
    
    
    
    
    85Distribution in specie for vesting requirements
    
    
    
    
    
    
    
    
    
    
    (726
    )Redemption proceeds
    
    
    
    
    
    
    
    
    
    
    (807
    )Closing Balance March 31, 2010
    
    
    
    
    
    
    
    
    
    $
    20,402Total unrealized gains in investments
    
    
    
    
    
    
    
    
    
    $
    908
   b) Fair value measurements of Other financial instruments recorded at other than fair value:
 Term loan payable and revolving credit facility
  Convertible notes
  c) Fair value measurements of Other assets and liabilities recorded at other than fair value:
  15




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GLG PARTNERS INC., AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 5. DEBT
  Weighted Average
    
    
    March 31,
    
    
    December 31,Interest Rate
    
    
    2010
    
    
    2009Revolving credit facility
    
    
    2.64%
    
    
    $
    12,281
    
    
    $
    12,281Terms loans
    
    
    2.64%
    
    
    
    290,451
    
    
    
    292,891Convertible Note
    
    
    5.00%
    
    
    
    228,500
    
    
    
    228,500Total Debt
    
    
    
    
    
    $
    531,232
    
    
    $
    533,672
 6. DERIVATIVES AND HEDGING
     Three months ended
    
    
    Three months endedMarch 31, 2010
    
    
    March 31, 2009Total Fair Value of Derivative Financial Instruments (included in Other Assets)
    
    $
    142
    
    
    $
    718Less: Fair value of Derivative Financial Instruments at start of period
    
    
    (274
    )
    
    
    (42
    )Movement in Fair Value of Derivative Financial Instruments during the period
    
    $
    (132
    )
    
    $
    676Changes in Fair Values are allocated as follows:Statement of Changes in Stockholders Deficit:Gain recorded in other comprehensive loss in period  cash flow hedges
    
    $
    134
    
    
    $
    907Gain reclassified from other comprehensive loss to statement of operations
    
    
    (42
    )
    
    
    (425
    )Total gain in Other comprehensive loss
    
    $
    92
    
    
    $
    482Statement of Operations:Decrease in General, Administrative & Other expenses  effective portion of hedge reclassified from other comprehensive income
    
    $
    
    
    
    $
    134Decrease in Compensation, benefits and profit share  effective portion of hedge reclassified from other comprehensive income
    
    
    
    
    
    
    97Increase in Management Fees  effective portion of hedge reclassified from other comprehensive income
    
    
    42
    
    
    
    194Total effective portion of hedge reclassified from other comprehensive income
    
    
    42
    
    
    
    425Decrease in Other income (ineffective portion of hedge and excluded from effectiveness assessment)
    
    
    (266
    )
    
    
    (231
    )Total impact on Statement of Operations
    
    $
    (224
    )
    
    $
    194Total impact on Comprehensive loss
    
    $
    (132
    )
    
    $
    676
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GLG PARTNERS INC., AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 7. STOCKHOLDERS DEFICIT
 Common Stock
   Number of SharesCommon Stock outstanding at December 31, 2009
    
    
    252,358,619Shares cancelled and replaced with restricted stock units
    
    
    (2,861,694
    )Shares repurchased
    
    
    (525,416
    )Shares issued under share plan awards
    
    
    2,096,878Stock forfeited and cancelled under share-based compensation arrangements
    
    
    (500
    )Common Stock outstanding at March 31, 2010
    
    
    251,067,887
  8. COMPREHENSIVE INCOME
 Three months ending March 31, 2010Attributed to
    
    
    Attributed tocontrolling
    
    
    non-controlling
    
    
    TotalNet Loss
    
    $
    (60,847
    )
    
    $
    (8,988
    )
    
    $
    (69,835
    )Unrealized gains on cash flow hedges
    
    
    74
    
    
    
    18
    
    
    
    92Transfer to realized gain on available-for-sale equity
investments on disposal
    
    
    (31
    )
    
    
    (7
    )
    
    
    (38
    )Unrealized loss on available-for-sale equity investments
    
    
    (88
    )
    
    
    (21
    )
    
    
    (109
    )Foreign currency translation
    
    
    (1,942
    )
    
    
    (464
    )
    
    
    (2,406
    )Total comprehensive loss
    
    $
    (62,834
    )
    
    $
    (9,462
    )
    
    $
    (72,296
    )
 Three months ending March 31, 2009Attributed to
    
    
    Attributed tocontrolling
    
    
    non-controlling
    
    
    TotalNet Loss
    
    $
    (120,259
    )
    
    $
    (22,021
    )
    
    $
    (142,280
    )Unrealized gains on cash flow hedges
    
    
    389
    
    
    
    93
    
    
    
    482Transfer to realized loss on available-for-sale equity
investments on disposal
    
    
    17,124
    
    
    
    4,093
    
    
    
    21,217Unrealized loss on available-for-sale equity investments
    
    
    (341
    )
    
    
    (82
    )
    
    
    (423
    )Foreign currency translation
    
    
    (91
    )
    
    
    (22
    )
    
    
    (113
    )Total comprehensive loss
    
    $
    (103,178
    )
    
    $
    (17,939
    )
    
    $
    (121,117
    )
 17




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GLG PARTNERS INC., AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 9. NET LOSS PER SHARE OF COMMON STOCK
 Earnings Per Share
  Three Months Ended March 31,2010
    
    
    2009Net loss applicable to common stockholders
    
    $
    (60,847
    )
    
    $
    (120,259
    )Weighted-average common stock outstanding (in thousands), basic and diluted
    
    
    229,330
    
    
    
    216,764Net loss per share applicable to common stockholders  basic and diluted
    
    $
    (0.27
    )
    
    $
    (0.55
    )
  Years Ended March 31,2010
    
    
    2009Common stock held in Treasury (See Note 7)
    
    
    14,101
    
    
    
    21,419FA Sub 2 Limited Exchangeable Shares
    
    
    58,905
    
    
    
    58,905Common stock awarded in connection with share-based compensation arrangements
    
    
    9,705
    
    
    
    9,107Convertible notes
    
    
    61,424
    
    
    
    Sponsors Warrants
    
    
    4,500
    
    
    
    4,500Co-investment Warrants
    
    
    5,000
    
    
    
    5,000Public Warrants
    
    
    32,985
    
    
    
    32,985186,620
    
    
    
    131,916
  10. INCOME TAXES
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GLG PARTNERS INC., AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 11. SUBSEQUENT EVENTS
  19




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  General
 Our Business
   Factors Affecting Our Business
  
    
    Assets under management.Our revenues from management and administration fees are
directly linked to AUM. As a result, our future performance will depend on, among other
things, our ability to retain AUM and to grow AUM from existing and new products and the mix
of our AUM between different products and associated fee rates.
 
    
    Fund and managed account performance.Our revenues from performance fees are linked to
the performance of the GLG Funds and accounts we manage. Performance also affects AUM
because it influences investors decisions to invest assets in, or withdraw assets from, the
GLG Funds and accounts managed by us.
 
    
    Currency exchange rates.The GLG Funds typically offer share classes denominated in
multiple currencies and as a result, earn fees in those currencies based on the AUM
denominated in those currencies. Consequently, our fee revenues are affected by exchange
rate movements.
 
    
    Personnel, systems, controls and infrastructure.We depend on our ability to attract,
retain and motivate leading investment and other professionals. Our business requires
significant investment in our fund management platform, including infrastructure and
back-office personnel. We have in the past paid, and expect to continue in the future to
pay, these professionals significant compensation, even during periods we are not
profitable, as well as a share of our profits.
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##### Table of Contents




    
    Fee rates.Our management and administration, service and distribution fee revenues are
linked to the fee rates we charge the GLG Funds and accounts we manage as a percentage of
their AUM. Our performance fees are linked to the rates we charge the GLG Funds and accounts
we manage as a percentage of their performance-driven asset growth, subject to high water
marks, whereby performance fees are earned by us only to the extent that the net asset
value of an investors shares in a GLG Fund or the net asset value of an account we manage at
the end of a measurement period exceeds the highest net asset value on a preceding
measurement period end for which we earned performance fees, and/or subject, in some cases,
to performance hurdles.
   Critical Accounting Policies
  Combination and Consolidation Criteria
    21




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##### Table of Contents



Assets Under Management
     Product
    
    General Range of Redemption Request Advance Notice Periods*Alternative strategies funds
    
    5-60 daysLong-only strategies funds
    
    1-5 days130/30 strategies funds
    
    1-5 daysInternal FoF
    
    1-30 daysExternal FoF
    
    45-90 days
 
 *
    
    Days are defined in the prospectus of each GLG Fund and the definition
may be business days or calendar days depending on the GLG Fund Performance Fees
   22




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Compensation and Limited Partner Profit Share
   Equity-Based Compensation
  i.e
  23




---



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Income Tax
   e.g.,
 24




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##### Table of Contents



Net Revenues
   Management Fees
  General Range of Gross Fee Rates (% of AUM)Product
    
    As of March 31, 2010Alternative strategies funds*
    
    1.50%  2.50%**Long-only strategies funds
    
    0.30%  2.25%130/30 strategies funds
    
    1.25%  2.25%Internal FoF***
    
    0.25%  1.50%** (at the investing fund level)External FoF****
    
    1.00%  1.95%
 
 *
    
    Excludes the GLG European Long-Short (Special Assets) Fund, the GLG
North American Opportunity (Special Assets), the GLG European
Opportunity (Lehman Recovery) Fund, the GLG Technology (Lehman
Recovery) Fund, and the GLG Market Neutral Sidepocket where the
management fee is 0.50%.**
    
    When one of the alternative strategies funds or internal FoFs managed
by us invests in an underlying single-alternative strategies fund
managed by us, management fees are charged at the investee fund
level, except in the case of (1) the GLG Multi-Strategy Fund where
management fees are charged at both the investee and investing fund
levels and (2) the GLG Balanced Managed Fund and the GLG Stock Market
Managed Fund where management fees are charged only at the investing
fund level.***
    
    Excludes the GLG Global Opportunity (Special Assets) Fund.****
    
    Excludes the GLG MMI Diversified (Special Assets) Fund, GLG MMI
Diversified (Special Assets II) Fund and the GLG MMI Enhanced
(Special Assets) Fund.   Performance Fees
  25




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##### Table of Contents



General Range of Gross Fee Rates (% of Investment Gains)Product
    
    As of March 31, 2010Alternative strategies funds
    
    10%  30%*Long-only strategies funds
    
    0%  20% (may be subject to performance hurdle)130/30 strategies funds
    
    20% (may be subject to performance hurdle)Internal FoF
    
    0%  20%* (at the investing fund level)External FoF
    
    5%  10% (may be subject to performance hurdle)
 
 *
    
    When one of the alternative strategies funds or internal FoFs managed
by us invests in an underlying alternative strategies funds managed by
us, performance fees are charged at the investee fund level, except in
the case of the GLG Global Aggressive Fund where performance fees are
charged at both the investee and investing fund levels to the extent,
if any, that the performance fee charged at the investing fund level
is greater than the performance fee charged at the investee fund
level.**
    
    We do not recognize performance fee revenues until the end of the
measurement period when the amounts are crystallized, which for the
majority of the investment funds and accounts managed by us is on June
30 and December 31.    26




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Administration Fees
   Fees on Managed Accounts
  Expenses
 Compensation, Benefits and Profit Share
    27




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##### Table of Contents




    
    Base compensation contractual compensation paid to employees in the form of base
salary, which is expensed as incurred.
    
    Variable compensation payments that arise from the contractual entitlements of
personnel to a fixed percentage of certain variable fee revenues attributable to such
personnel with respect to GLG Funds and managed accounts. The liability for variable
compensation is a formulaic obligation calculated by reference to and payable following the
crystallization of fee revenues at the end of each fee period, which may be monthly,
quarterly, annually or semi-annually (on June 30 or December 31) depending on the fee
source.
    
    Discretionary compensation payments that are determined by our management in its sole
discretion and are generally linked to performance. In determining such payments, our
management considers, among other factors, the ratio of total discretionary compensation to
total revenues; however, this ratio may vary between periods and, in particular, significant
discretionary bonuses may still be paid in a period of low performance for retention and
incentivization purposes. This discretionary compensation is paid to employees in the form
of a discretionary cash bonus or share-based compensation. Discretionary compensation is
generally declared and paid following the end of each calendar year. However, the estimated
discretionary compensation charge is adjusted monthly based on the year-to-date
profitability and revenues recognized on a year-to-date basis. As the majority of the GLG
Funds crystallize their performance fees at June 30 and December 31, the majority of
discretionary compensation expense crystallizes at year end and is typically paid in January
and February following the year end. We implemented a deferred compensation program for
employees and limited partners in respect of discretionary compensation for 2009. A portion
of the discretionary compensation allocated to our investment and other professionals will
be deferred in annual installments until the first quarter 2012. Deferred awards given to
certain investment professionals and marketers will be invested on their behalf into GLG
Funds, aligning portfolio manager and marketers incentives with those of
 28




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the investors in such funds and, indirectly, our shareholders. Deferred awards and any related
investment earnings or losses will vest to the extent that there are no forfeitures, in two
equal installments on March 31, 2011 and 2012 and will be accounted for on a straight line
basis. Deferred awards for all other personnel will be issued in the form of our common stock,
aligning their incentives with our shareholders. The common stock will also vest over a two
year period to the extent that there are no forfeitures, in two equal installments on March
31, 2011 and 2012 and will be accounted for on an accelerated method basis.
    
    Limited partner profit share distributions of limited partner profit share under the
limited partner profit share arrangement described below.
    
    Post-Acquisition LTIP post-Acquisition share based awards to employees and limited
partners who are participants in the limited partner profit share arrangement under the
LTIP.
 Limited Partner Profit Share
  Allocation of Profit Shares to Individual Members of LLPs
    29




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Acquisition-Related Compensation Expense
  General and Administrative
  Assessing Business Performance
       30




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Assets Under Management
  March 31, 2010 Compared to December 31, 2009 and March 31. 2009
 Change in AUM between March 31, 2010, December 31, 2009 and March 31, 2009
(U.S. dollars in millions)
 As of Mar.
    
    
    As of Dec.
    
    
    3-Month
    
    
    As of Mar.
    
    
    12-Month31, 2010
    
    
    31, 2009
    
    
    Change
    
    
    31, 2009
    
    
    ChangeAlternative Strategies(1)
    
    $
    12,504
    
    
    $
    11,501
    
    
    $
    1,003
    
    
    $
    9,843
    
    
    $
    2,661Long-only Strategies(2)
    
    
    13,340
    
    
    
    12,864
    
    
    
    476
    
    
    
    5,576
    
    
    
    7,764Gross AUM
    
    $
    25,844
    
    
    $
    24,365
    
    
    $
    1,479
    
    
    $
    15,419
    
    
    $
    10,425Less: alternative strategy investments in GLG Funds
    
    
    (1,078
    )
    
    
    (1,088
    )
    
    $
    10
    
    
    $
    (1,388
    )
    
    $
    310Less: long-only strategy investments in GLG Funds
    
    
    (1,098
    )
    
    
    (1,103
    )
    
    
    5
    
    
    
    
    
    
    
    (1,098
    )Net AUM
    
    $
    23,668
    
    
    $
    22,175
    
    
    $
    1,494
    
    
    $
    14,031
    
    
    $
    9,637
 As of Mar.
    
    
    As of Dec.
    
    
    
    
    
    As of Mar.31, 2010
    
    
    31, 2009
    
    
    
    
    
    
    31, 2009Quarterly Average gross AUM
    
    $
    25,104
    
    
    $
    24,179
    
    
    
    
    
    
    $
    15,982Quarterly Average net AUM
    
    $
    22,921
    
    
    $
    21,901
    
    
    
    
    
    
    $
    11,519Opening net AUM
    
    $
    22,175
    
    
    $
    21,628
    
    
    
    
    
    
    $
    15,039Inflows
    
    
    3,342
    
    
    
    3,419
    
    
    
    
    
    
    
    2,175Outflows
    
    
    (2,388
    )
    
    
    (2,697
    )
    
    
    
    
    
    
    (2,125
    )Inflows (net of redemptions)
    
    
    954
    
    
    
    723
    
    
    
    
    
    
    
    50Performance (gains net of losses and fees)
    
    
    1,292
    
    
    
    18
    
    
    
    
    
    
    
    (807
    )Currency translation impact (non-USD AUM
expressed in USD)
    
    
    (753
    )
    
    
    (194
    )
    
    
    
    
    
    
    (251
    )Closing net AUM
    
    $
    23,668
    
    
    $
    22,175
    
    
    
    
    
    
    $
    14,031
 
 (1)
    
    Alternative strategy gross AUM includes all alternative
strategy funds, all 130/30 strategy funds and all managed
accounts managed consistent with alternative and 130/30
strategies.(2)
    
    Long-only strategy gross AUM includes all long-only funds
and managed accounts managed consistent with a long-only
strategy.  
    
    Positive fund and managed account performance during the first quarter of 2010, resulting
in performance gains (net of losses and fees) of $1.3 billion.
    
    Inflows (net of redemptions) of $1.0 billion in AUM during the first quarter of 2010,
which were primarily driven by:
 
    
    Long-only strategy net inflows of $0.2 billion, which was composed of
subscriptions of $1.4 billion offset by redemptions of $1.2 billion; and
    
    Alternative strategy net inflows of $0.8 billion, which was composed of
subscriptions of $2.0 billion offset by redemptions of $1.2 billion.
 31




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
    
    A strengthening of the U.S. dollar against other currencies in which a portion of our
funds and managed accounts are denominated, which resulted in negative foreign exchange
impact on AUM of $0.8 billion during the quarter.
         32




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33




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Results of Operations
 Condensed Consolidated GAAP Statement of Operations Information
 Three Months Ended March 31,2010
    
    
    2009(U.S. dollars in thousands)Net revenues and other incomeManagement fees, net
    
    $
    42,677
    
    
    $
    34,427Performance fees, net
    
    
    2,717
    
    
    
    10,817Administration, service and distribution fees, net
    
    
    7,344
    
    
    
    5,473Other
    
    
    982
    
    
    
    997Total net revenues and other income
    
    $
    53,720
    
    
    $
    51,714ExpensesCompensation, benefits and profit share
    
    
    101,340
    
    
    
    146,657General, administrative and other
    
    
    26,748
    
    
    
    22,317Amortization of intangible assets
    
    
    884
    
    
    
    Third party distribution, administration and service fees
    
    
    1,331
    
    
    
    Total expenses
    
    
    130,303
    
    
    
    168,974Loss from operations
    
    
    (76,583
    )
    
    
    (117,260
    )Realized gain/(loss) on available-for-sale investments
    
    
    38
    
    
    
    (21,217
    )Fair value movement in trading securities
    
    
    477
    
    
    
    Net interest (expense)
    
    
    (3,046
    )
    
    
    (2,590
    )Loss before income taxes
    
    
    (79,114
    )
    
    
    (141,067
    )Income tax benefit (expense)
    
    
    9,279
    
    
    
    (618
    )Net Loss
    
    
    (69,835
    )
    
    
    (141,685
    )Less non-controlling interests:Share of loss
    
    
    8,988
    
    
    
    22,021Cumulative dividends on exchangeable shares
    
    
    
    
    
    
    (595
    )Net loss attributable to common stockholders
    
    $
    (60,847
    )
    
    $
    (120,259
    )
 34




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Net Revenues and Other Income
 Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
 Change in GAAP Net Revenues and Other Income between
Three Months Ended March 31, 2010 and March 31, 2009
 Three Months Ended 
March 31,2010
    
    
    2009
    
    
    Change(U.S. dollars in thousands)Net revenues and other incomeManagement fees, net
    
    $
    42,677
    
    
    $
    34,427
    
    
    $
    8,250Performance fees, net
    
    
    2,717
    
    
    
    10,817
    
    
    
    ($8,100
    )Administration service, and distribution fees, net
    
    
    7,344
    
    
    
    5,473
    
    
    
    1,871Other
    
    
    982
    
    
    
    997
    
    
    
    (15
    )Total net revenues and other income
    
    $
    53,720
    
    
    $
    51,714
    
    
    $
    2,006Key ratios (annualized):Total net revenues and other income/average net AUM
    
    
    0.94
    %
    
    
    1.80
    %
    
    
    (0.86
    %)Management fees/average net AUM
    
    
    0.74
    %
    
    
    1.20
    %
    
    
    (0.46
    %)Administration, service and distribution fees/average net AUM
    
    
    0.13
    %
    
    
    0.19
    %
    
    
    (0.06
    %)
     
    
    lower crystallized performance fees in the three months ended March 31, 2010 related to
certain managed accounts for which we recognized performance fees in the three month period ended
March 31, 2009 and there was no related crystallization event in the first quarter of 2010. We
will begin recognizing performance fees on these noted accounts on June 30 and December 31,
consistent with our other funds.
    
    the timing of AUM inflows and outflows from the GLG Funds, resulting in crystallized
performance fees during the three months ended March 31, 2010.
   35




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Expenses
 Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
 Change in GAAP Expenses between
Three Months Ended March 31, 2010 and March 31, 2009
 Three Months Ended March 31,2010
    
    
    2009
    
    
    Change(U.S. dollars in thousands)ExpensesCompensation, benefits and profit share
    
    $
    101,340
    
    
    $
    146,657
    
    
    $
    (45,317
    )General, administrative and other
    
    
    26,748
    
    
    
    22,317
    
    
    
    4,431Amortization of intangible assets
    
    
    884
    
    
    
    
    
    
    
    884Third party distribution, administration and service fees
    
    
    1,331
    
    
    
    
    
    
    
    1,331Total expenses
    
    $
    130,303
    
    
    $
    168,974
    
    
    $
    (38,671
    )Key ratios (annualized):Compensation, benefits and profit share/total GAAP net revenues and
other income
    
    
    188.6
    %
    
    
    283.6
    %
    
    
    (95.0
    %)General, administrative and other/total GAAP net revenues and other income
    
    
    49.8
    %
    
    
    43.2
    %
    
    
    6.6
    %Total expenses/total GAAP net revenues and other income
    
    
    242.6
    %
    
    
    326.8
    %
    
    
    (84.2
    %)
    
    
    increased compensation costs as a result of the SGAM UK acquisition in the second quarter of
2009 and higher net revenues;
    
    increased level of non-cash share based compensation, benefits and profit share due to share
awards granted in 2009 and 2008 as part of rebuilding certain investment management teams; and
    
    recognition of the deferred compensation and limited partner profit share related to the
deferred compensation program implemented as discussed in more detail below.
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Non-GAAP Expense Measures
  Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
 Change in Non-GAAP Expenses between
Three Months Ended March 31, 2010 and March 31, 2009
 Three Months Ended March 31,2010
    
    
    2009
    
    
    Change(U.S. dollars in thousands)Non-GAAP expensesGAAP compensation, benefits and profit share
    
    $
    101,340
    
    
    $
    146,657
    
    
    $
    (45,317
    )Less: Acquisition-related compensation expense
    
    
    (66,407
    )
    
    
    (126,737
    )
    
    
    60,330Non-GAAP CBP
    
    
    34,933
    
    
    
    19,920
    
    
    
    15,013Third party distribution, administration and service fees
    
    
    1,331
    
    
    
    
    
    
    
    1,331GAAP general, administrative and other
    
    
    26,748
    
    
    
    22,317
    
    
    
    4,431Non-GAAP total expenses
    
    $
    63,012
    
    
    $
    42,237
    
    
    $
    20,775Key ratios (based on non-GAAP measures):Non-GAAP CBP /total GAAP net revenues and other income
    
    
    65.0
    %
    
    
    38.5
    %
    
    
    26.5
    %General, administrative and other / total GAAP net revenues and other income
    
    
    49.8
    %
    
    
    43.2
    %
    
    
    6.6
    %Non-GAAP total expenses /total GAAP net revenues and other income
    
    
    117.3
    %
    
    
    81.7
    %
    
    
    35.6
    %
  
    
    increased compensation costs as a result of the SGAM UK acquisition in the second quarter of
2009 and higher net revenues;
    
    increased level of non-cash share based compensation, benefits and profit share due to share
awards granted in 2008 and 2009 as part of rebuilding certain investment management teams; and
    
    recognition of the deferred compensation and limited partner profit share related to the
deferred compensation program as discussed under   Expenses
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Net Interest Expense
 Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
 Change in Net Interest Expense between
Three Months Ended March 31, 2010 and March 31, 2009
 Three Months Ended 
March 31,2010
    
    
    2009
    
    
    Change(U.S. dollars in thousands)Interest income
    
    $
    256
    
    
    $
    357
    
    
    
    ($101
    )Interest expense
    
    
    (3,302
    )
    
    
    (2,947
    )
    
    
    (355
    )Net interest expense
    
    $
    (3,046
    )
    
    $
    (2,590
    )
    
    
    ($456
    )
   Income Taxes
 Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
  Realized loss on available-for-sale securities
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Non-controlling Interests
 Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
  
    
    $13.0 million share of losses attributable to FA Sub 2 Exchangeable Shareholders.
    
    A $0.6 million reduction in cumulative dividends accruing to holders of FA Sub 2
Exchangeable shares
 Adjusted Net Income
  Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
 Change in Non-GAAP Adjusted Net Income/(Loss) between
Three Months Ended March 31, 2010 and March 31, 2009
 Three Months Ended March 31,2010
    
    
    2009
    
    
    Change(U.S. dollars in thousands)Derivation of non-GAAP adjusted net lossGAAP net loss before non-controlling interests
    
    $
    (69,835
    )
    
    $
    (141,685
    )
    
    $
    71,850Less: Cumulative dividend
    
    
    
    
    
    
    (595
    )
    
    
    595Add: Acquisition-related compensation expense
    
    
    66,407
    
    
    
    126,737
    
    
    
    (60,330
    )Less: Tax-effect of Acquisition-related compensation expense
    
    
    (224
    )
    
    
    (355
    )
    
    
    131Add: Amortization of intangible assets
    
    
    884
    
    
    
    
    
    
    
    884Less/Add: Realized (gain)/loss on available-for-sale investments
    
    
    (38
    )
    
    
    21,217
    
    
    
    (21,255
    )Less: Tax-effect of amortization of intangible assets
    
    
    (248
    )
    
    
    
    
    
    
    (248
    )Non-GAAP adjusted net income/(loss)
    
    $
    (3,054
    )
    
    $
    5,319
    
    
    $
    (8,373
    )
  
    
    an increase in non-GAAP CBP of approximately $15.0 million driven by 1) increased compensation
costs as a result of the SGAM UK acquisition in the second quarter of 2009 and higher net
revenues, 2) increased level of non-cash share based compensation, benefits and profit share due
to share awards granted in 2008 and 2009 as part of rebuilding certain investment management
teams, and 3) recognition of the deferred compensation related to the deferred compensation
program as discussed under   Expenses;
    
    an increase in general and administrative expenses of $4.4 million, primarily driven by a
$4.1 million one-time charge
related to a sublease in London and additional expenses from the operations acquired with SGAM
UK in the second quarter
of 2009; offset by
    
    an increase of approximately $2.0 million in revenues as a result of the increases in
management and administration fees due to
increased AUM levels, offset by a decrease in Performance fees as a result of lower
crystallization of fees from certain managed
accounts; and
    
    a $9.0 million tax benefit primarily driven by the release of certain tax provisions relating to
unrecognized tax benefits during the first quarter of 2010.
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Liquidity and Capital Resources
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OperatingActivities
 Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
   
    
    Management and Administration, Service and Distribution Fees.Management and
administration, service and distribution fees are largely received monthly and are driven by
the average net AUM and fee rates in each fund and managed account. Higher average net AUM
resulted in higher year on year cash receipts from management and administration, service
and distribution fees for an increase of $8.8 million.
    
    Performance Fees.Performance fees are generally received every six months in the month
following crystallization (i.e.,2010 operating cash flows are the result of receipts of
June 2010 and December 2009 performance fees). Higher performance fees contributed a $42.8
million increase in operating cash flows.
    
    Compensation, benefits and profit share.The most significant component of compensation,
benefits and profit share is discretionary compensation and discretionary limited partner
profit share paid during the year following the year in which the related business
performance is achieved (i.e.,2010 compensation cash flows are largely influenced by
discretionary compensation and discretionary limited partner profit share paid in respect of
2009 business performance). Operating cash outflows from compensation, benefits and profit
share were $43.6 million higher.
    
    General, Administrative and Other Expenses.Cash outflow from general, administrative
and other expenses were $8.8 million higher.
    
    Net Interest.Lower net interest payments contributed an increase of $4.8 million
largely driven by an increase in the tenor of the outstanding interest reset period from
three to six months.
    
    Foreign exchange gains.Remeasurement of foreign currency bank accounts and other
income contributed $5.5 million to the decrease in operating cash outflows.
    
    Income taxes and cumulative dividend.Payments of income taxes and cumulative dividends
were $7.1m lower than the comparative period.
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Investing Activities
 Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
   
    
    Redemption of available-for-sale securities.In the first quarter of 2010, the
redemption of securities net of securities purchased contributed $0.8 million as opposed to
$35.7 million in the first quarter of 2009. This was largely offset in cash flows from
compensation, benefits and profit share as amounts redeemed from GLG Funds were used to
settle vesting obligations of the equity participation plan.
    
    Purchase of trading securities.In the first quarter of 2010, we purchased securities
for $10.8 million in respect of the 2009 Deferred Compensation Arrangement. There were no
corresponding purchases in the first quarter of 2009.
 Financing Activities
 Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
   
    
    Share repurchases.During the first quarter of 2010, we repurchased shares of common
stock in the amount of $1.6 million, compared to repurchases in the first quarter of 2009 of
$64.3 million.
 Off-Balance Sheet Arrangements
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
     Impact on Management Fees
  Impact on Performance Fees
  Impact on Administration Fees
  43




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Market Risk
  Exchange Rate Risk
    Interest Rate Risk
  44




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Item 4. Controls and Procedures
    45




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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
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Risks Related to Our Business
 Difficult market conditions, market disruptions and volatility have adversely affected and may in
the future continue to adversely affect our business in many ways, each of which could materially
reduce our revenue and cash flow and adversely affect our business, results of operations or
financial condition.
   Our revenue, net income and cash flow are dependent upon performance fees, which may make it
difficult for us to achieve steady earnings growth on a semi-annual basis.
   In order to retain our investment professionals during periods of poor performance, we may have to
pay our investment professionals a significant amount, even if we earn low or no performance fees,
which could have an adverse impact on our business, results of operations or financial condition.
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Investors in the GLG Funds and investors with managed accounts can generally redeem investments
with only short periods of notice, which could make it more difficult to manage the liquidity
levels of the GLG Funds and managed accounts, reduce AUM and adversely affect our revenues.
  Increased rates of redemptions could make it difficult to manage the liquidity levels of the GLG
Funds and managed accounts, reduce AUM and adversely affect our revenues.
  Fluctuations in currency exchange rates could materially affect our business, results of
operations and financial condition.
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We are dependent on the continued services of our Principals and other key personnel. The loss of
key personnel could have a material adverse effect on us.
   The cost of compliance with international employment, labor, benefits and tax regulations may
adversely increase our costs, affect our revenue and impede our ability to expand internationally.
  If we experience rapid growth, whether through attracting new investments, acquiring other asset
management businesses, expanding our client and product bases or otherwise, it may place
significant demands on our administrative, operational and financial resources and increase our
exposure to liability.
  
    
    in maintaining adequate financial, business and risk management controls;
    
    in implementing new or updated information and financial systems and procedures; and
    
    in training, managing and appropriately sizing our work force and other components of our
business on a timely and cost-effective basis.
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There can be no assurance that our expansion into the United States or other markets will be
successful.
  Damage to our reputation, including as a result of personnel misconduct, failure to manage inside
information, fraud, restricting redemptions from certain GLG Funds or side-pocketing illiquid
investments, could have a material adverse effect on our business.
  
    
    fraud, misconduct or improper practice by any of our personnel, including failure to
comply with applicable regulations or non-adherence by a portfolio manager to the investment
guidelines applicable regulations, or non-adherence to the investment guidelines to each GLG
Fund and managed accounts or to properly handle client money. Such actions can be
particularly detrimental in the provision of financial services and could involve, for
example, fraudulent transactions entered into for a clients account, diversion of funds,
the intentional or inadvertent release of confidential information or failure to follow
internal procedures. Such actions could expose us to financial losses resulting from the
need to reimburse customers or other business partners or as a result of fines or other
regulatory sanctions, and may significantly damage our reputation;
    
    failure to manage inside information. We frequently trade in multiple securities of the
same issuer. In the course of transactions involving these securities, we may receive inside
information in relation to certain issuers. If we do not sufficiently control the use of
this inside information or any other inside information we receive, we and/or our employees
could be subject to investigation and criminal or civil liability;
    
    failure to manage conflicts of interest. As we have expanded the scope of our business
and client base, we have been increasingly exposed to potential conflicts of interest. If we
fail, or appear to fail, to deal appropriately with conflicts of interest, we could face
significant damage to our reputation, litigation or regulatory proceedings or penalties;
    
    restricting redemptions from certain GLG Funds. The GLG Funds have the right to restrict
redemptions from the GLG Funds for certain periods in the event of exceptional
circumstances. The exercise of these rights to restrict redemptions may be perceived as a
weakness and fund investors may suffer a reduced ability to withdraw their original
investments in the affected GLG Funds, resulting in significant reputational damage and
could lead to a reduction in investments in the GLG Funds and hinder our ability to attract
new investments. In addition, it may prompt fund investors to redeem their existing
investments in other GLG Funds that have not elected to exercise these rights;
    
    side-pocketing illiquid investments, including claims to recover assets, cash or
receivables from LBIE. Certain GLG Funds have and may in the future side-pocket certain
private placement and other not readily realizable investments into separate special asset
vehicles, providing investors with illiquid interests in the new special asset vehicles in
lieu of returning their invested capital. As fund investors suffer a reduced ability to
withdraw their original investments from the GLG Funds due to this side pocketing, our
reputation may be subject to substantial damage. This reputational harm may hinder our
ability to obtain new investments and may prompt investors to redeem their existing
investments in other GLG Funds or managed accounts; and
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
    
    allegations or claims relating to any of the foregoing or other factors even if they are
ultimately disproved, dismissed or withdrawn.
  We are subject to substantial litigation and regulatory enforcement risks, and we may face
significant liabilities and damage to our professional reputation as a result of litigation
allegations or regulatory investigations and the attendant negative publicity.
    Operational risks may disrupt our business, result in losses or limit our growth.
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Our business may suffer as a result of loss of business from key private and institutional
investors.
  We are subject to intense competition and could lose business to our competitors.
  e.g.,
  Certain of our investment management and advisory agreements are subject to termination on short
notice.
 i.e., i.e.,
 The historical returns attributable to the GLG Funds may not be indicative of our future results
or of any returns expected on an investment in our common stock.
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Our insurance arrangements may not be adequate to protect us.
  We have incurred a substantial amount of indebtedness to finance our business, which exposes us to
substantial risks and limitations, including repayment and refinancing risk, interest rate risk,
limitations on our ability to fund general corporate requirements and obtain additional financing,
limitations on our flexibility in responding to business opportunities and competitive
developments and increased vulnerability to adverse economic and industry conditions.
   
    
    a decrease in revenues will result in a disproportionately greater percentage decrease in
earnings;
    
    we may not have sufficient liquidity to fund all of these fixed costs if our revenues
decline or costs increase;
    
    we may have to use our working capital to fund these fixed costs instead of funding
general corporate requirements, including compensation, benefits and profit share; and
    
    we may not have sufficient liquidity to respond to business opportunities, competitive
developments and adverse economic conditions.
  If we were deemed an investment company under the Investment Company Act, applicable
restrictions could make it impractical for us to continue our business as contemplated and could
have a material adverse effect on our business.
  
    
    it is or holds itself out as being engaged primarily, or proposes to engage primarily, in
the business of investing, reinvesting or trading in securities; or
    
    absent an applicable exemption, it owns or proposes to acquire investment securities
having a value exceeding 40% of the value of its total assets (exclusive of U.S. government
securities and cash items) on an unconsolidated basis.
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We and the GLG Funds may become subject to additional regulations which could increase the costs
and burdens of compliance or impose additional restrictions which could have a material adverse
effect on our business and the performance of the GLG Funds and managed accounts.
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Risks Related to the GLG Funds
  Valuation methodologies for certain assets in the GLG Funds can be subject to significant
subjectivity.
  55




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The GLG Funds and managed accounts are subject to investment risks related to their specific
investment strategies.
    The GLG Funds are subject to risks due to potential illiquidity of assets.
  There are risks associated with the GLG Funds use of leverage.
  The GLG Funds and accounts we manage may not be able to obtain credit for leveraging or hedging
purposes at the same level or cost as they have in the past, which could have a material adverse
effect on the performance of the GLG Funds and managed accounts.
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Certain GLG Funds comprised of special asset vehicles may not be able to obtain credit and contain
a high proportion of illiquid assets for which a readily obtainable market value may not be
available.
  There are risks associated with the GLG Funds investments in derivatives.
  
    
    limitation of risk assessment methodologies  Decisions to enter into these derivatives
and other securities contracts will be based on estimates of returns and probabilities of
loss derived from our own calculations and analysis. There can be no assurance that the
estimates or the methodologies, or the assumptions which underlie such estimates and
methodologies, will turn out to be valid or appropriate;
    
    risks underlying the derivative and securities contracts  A general rise in the
frequency, occurrence or severity of certain non-financial risks such as accidents and/or
natural catastrophes will lead to a general decrease in the returns and the possibility of
returns from these derivatives and securities contracts, which will not be reflected in the
methodology or assumption underlying the analysis of any specific derivative or securities
contract; and
    
    particular risks  The particular instruments in which we will invest on behalf of the
GLG Funds may produce an unusually and unexpectedly high amount of losses, which will not be
reflected in the methodology or assumptions underlying the analysis of any specific
derivative or securities contract.
 The GLG Funds and accounts we manage are subject to risks in using prime brokers, custodians,
administrators and other agents.
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Certain GLG Funds and several GLG clients with managed accounts have claims as creditors and/or as
trust asset claimants against LBIE) and, in some cases, other Lehman Brothers entities. These
claims will likely take an extended period of time to resolve and, in some cases, may remain
unsatisfied. There are also a number of open factual and legal issues surrounding such claims.
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The GLG Funds and accounts we manage are subject to counterparty risk with regard to
over-the-counter instruments and other swap or hedging transactions. The actual or perceived
weakness of counterparties could increase the exposure of the GLG Funds and managed accounts to
these counterparty and credit risks.
    The GLG Funds and managed accounts are subject to systemic risk due to the interconnectedness
and recent consolidation of financial institutions as the failure of any one institution may
expose the GLG Funds and managed accounts to risk of loss.
  Concerns of counterparties about the financial strength of the GLG Funds and managed accounts may
impact their willingness to enter into transactions with the GLG Funds and managed accounts.
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GLG Fund investments are subject to numerous additional risks.
  
    
    certain of the GLG Funds are newly established funds without any operating history or are
managed by management companies or general partners who do not have a significant track
record as an independent manager;
    
    generally, there are few limitations on the execution of the GLG Funds investment
strategies, which are subject to the sole discretion of the management company of such
funds;
    
    the GLG Funds may engage in short-selling, which is subject to the theoretically
unlimited risk of loss because there is no limit on how much the price of a security may
appreciate before the short position is closed out. A GLG Fund may be subject to losses if a
security lender demands return of the lent securities and an alternative lending source
cannot be found or if the GLG Fund is otherwise unable to borrow securities that are
necessary to hedge its positions;
    
    credit risk may arise through a default by one of several large institutions that are
dependent on one another to meet their liquidity or operational needs, so that a default by
one institution causes a series of defaults by the other institutions. This systemic risk
may adversely affect the financial intermediaries (such as clearing agencies, clearing
houses, banks, securities firms and exchanges) with which the GLG Funds interact on a daily
basis;
    
    the efficacy of investment and trading strategies depends largely on the ability to
establish and maintain an overall market position in a combination of financial instruments.
Trading orders may not be executed in a timely and efficient manner due to various
circumstances, including systems failures or human error. In such event, the GLG Funds might
only be able to acquire some but not all of the components of the position, or if the
overall position were to need adjustment, the GLG Funds might not be able to make such
adjustment. As a result, the GLG Funds would not be able to achieve the market position
selected by the management company or general partner of such funds, and might incur a loss
in liquidating their position; and
    
    the investments held by the GLG Funds are subject to risks relating to investments in
commodities, equities, bonds, futures, options and other derivatives, the prices of which
are highly volatile and may be subject to the theoretically unlimited risk of loss in
certain circumstances, including if the fund writes a call option. Price movements of
commodities, futures and options contracts and payments pursuant to swap agreements are
influenced by, among other things, interest rates, credit market conditions, changing supply
and demand relationships, trade, fiscal, monetary and exchange control programs and policies
of governments and national and international political and economic events and policies.
The value of futures, options and swap agreements also depends upon the price of the
commodities underlying them. In addition, the assets of the GLG Funds are subject to the
risk of the failure of any of the exchanges on which their positions trade or of their
clearinghouses or counterparties. Most U.S. commodities exchanges limit fluctuations in
certain commodity interest prices during a single day by imposing daily price fluctuation
limits or daily limits, the existence of which may reduce liquidity or effectively
curtail trading in particular markets.
 The due diligence process that we undertake in connection with investments by the GLG Funds may
not reveal all facts that may be relevant in connection with an investment.
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The GLG Funds make investments in companies that the GLG Funds do not control.
  Risk management activities may adversely affect the return on the GLG Funds investments.
  The GLG Funds may be subject to U.K. tax if we do not qualify for the U.K. Investment Manager
Exemption.
    Risks Related to Our Organization and Structure
 Since our principal operations are located in the United Kingdom, we may encounter risks specific
to companies located outside the United States.
  
    
    tariffs and trade barriers;
    
    regulations related to customs and import/export matters;
    
    tax issues, such as tax law changes and variations in tax laws as compared to the United
States;
    
    cultural differences; and
    
    foreign exchange controls.
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We are a controlled company within the meaning of the NYSE Listed Company Manual and, as a
result, qualify for, and rely on, exemptions from certain corporate governance standards, which
may limit the presence of independent directors on our board of directors or board committees.
    Certain provisions in our organizational documents and Delaware law make it difficult for someone
to acquire control of us.
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An active market for our common stock may not be sustained.
  The value of our common stock and warrants may be adversely affected by market volatility.
  
    
    variations in our quarterly operating results or dividends;
    
    failure to meet analysts earnings estimates or failure to meet, or the lowering of, our
own earnings guidance;
    
    publication of research reports about us or the investment management industry or the
failure of securities analysts to cover our shares;
    
    additions or departures of the Principals and other key personnel;
    
    adverse market reaction to any indebtedness we may incur or securities we may issue in
the future;
    
    actions by stockholders;
    
    changes in market valuations of similar companies;
    
    speculation in the press or investment community;
    
    changes or proposed changes in laws or regulations or differing interpretations thereof
affecting our business or enforcement of these laws and regulations, or announcements
relating to these matters;
    
    adverse publicity about the asset management industry generally or individual scandals,
specifically; and
    
    general market and economic conditions, including the substantial volatility experienced
in the financial markets in September 2008 and following months.
  We may not be able to pay dividends on our common stock.
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As a result of the Acquisition, we incur significant non-cash amortization charges related to
equity-based compensation expense associated with the vesting of certain equity-based awards,
which reduces our net income and may result in further net losses.
  Fulfilling our obligations as a public company will be expensive and time consuming.
  The failure to address actual or perceived conflicts of interest that may arise as a result of the
investment by the Principals and other key personnel of at least 50% of the after-tax cash
proceeds they received in the Acquisition in GLG Funds, may damage our reputation and materially
adversely affect our business.
  We may choose to redeem our outstanding warrants at a time that is disadvantageous to our warrant
holders.
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Our outstanding warrants may be exercised in the future, which would increase the number of shares
eligible for future resale in the public market and result in dilution to our stockholders. This
might have an adverse effect on the market price of our common stock.
  Risks Related to Taxation
 Our effective income tax rate depends on various factors and may increase as our business expands
into countries with higher tax rates or as we repatriate more profits to the U.S.
 ; ;
 U.S. persons who own 10% or more of our voting stock may be subject to higher U.S. tax rates on a
sale of the stock.
  Our U.K. tax liability will be higher if the interest expense incurred by our subsidiary FA Sub 3
Limited cannot be fully utilized for U.K. tax purposes.
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Our tax position might change as a result of a change in tax laws.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Share Repurchases
   Total Number
    
    Maximumof Shares
    
    Approx. DollarPurchased as
    
    Value of SharesPart of Publicly
    
    that may yet beTotal Number
    
    Weighted
    
    Announced
    
    PurchasedShares
    
    Average Price
    
    Plans or
    
    Under the PlansPeriod
    
    Repurchased
    
    Paid Per Share
    
    Programs
    
    or ProgramsJanuary 1-31, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    41,729,869.93February 1-28, 2010
    
    
    11,067
    
    
    $
    2.70
    
    
    
    11,067
    
    
    $
    41,699,989.03March 1-31, 2010
    
    
    514,349
    
    
    $
    3.11
    
    
    
    514,349
    
    
    $
    40,102,818.81Total
    
    
    525,416
    
    
    
    
    
    
    
    525,416
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Item 6. Exhibits
 Exhibit No.
    
    Description10.1.1
    
    Amended and Restated Employment Agreement, dated as of March 17,
2010, between the Company and Jeffrey M. Rojek.10.1.2
    
    Amended and Restated Employment Agreement, dated as of March 17,
2010, between the Company and Simon White.10.1.3
    
    Amended and Restated Employment Agreement, dated as of March 17,
2010, between the Company and Alejandro San Miguel.10.2.1*
    
    Letter Agreement, dated as of March 17, 2010, between the Company
and Jeffrey M. Rojek amending the Restricted Stock Award
Agreements dated March 18, 2008 and March 18, 2009 between the
Company and Mr. Rojek.10.2.2*
    
    Letter Agreement, dated as of March 17, 2010, between the Company
and Alejandro San Miguel amending the Restricted Stock Award
Agreement dated November 5, 2007 between the Company and Mr. San
Miguel.10.3
    
    Amendment No. 4 to the Credit Agreement, dated as of April 28,
2009, among the Company, FA Sub 1 Limited, FA Sub 2 Limited and FA
Sub 3 Limited, each a subsidiary of the Company, Citicorp USA,
Inc., as administrative agent, and the other lenders party
thereto.31.1
    
    Certification of Periodic Report by the Co-Chief Executive Officer
pursuant to Rule 13a- 14(a) of the Securities Exchange Act of
1934.31.2
    
    Certification of Periodic Report by the Co-Chief Executive Officer
pursuant to Rule 13a- 14(a) of the Securities Exchange Act of
1934.31.3
    
    Certification of Periodic Report by the Chief Financial Officer
pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.32.1
    
    Certification of Periodic Report by the Co-Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Periodic Report by the Co-Chief Executive Officer
pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.32.3
    
    Certification of Periodic Report by the Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Portions of this exhibit have been omitted and filed separately with the Office of the
Secretary of the Securities and Exchange Commission pursuant to a confidential treatment
request. 68




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##### Table of Contents



SIGNATURE
  GLG PARTNERS, INC.
(Registrant)Date: May 7, 2010
    By
    /s/ Noam GottesmanName:
    Noam GottesmanTitle:
    Chairman of the Board and
Co-Chief Executive Officer 69




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##### Table of Contents



EXHIBIT INDEX
 Exhibit  No.
    
    Description10.1.1
    
    Amended and Restated Employment Agreement, dated as of March 17,
2010, between the Company and Jeffrey M. Rojek.10.1.2
    
    Amended and Restated Employment Agreement, dated as of March 17,
2010, between the Company and Simon White.10.1.3
    
    Amended and Restated Employment Agreement, dated as of March 17,
2010, between the Company and Alejandro San Miguel.10.2.1*
    
    Letter Agreement, dated as of March 17, 2010, between the Company
and Jeffrey M. Rojek amending the Restricted Stock Award
Agreements dated March 18, 2008 and March 18, 2009 between the
Company and Mr. Rojek.10.2.2*
    
    Letter Agreement, dated as of March 17, 2010, between the Company
and Alejandro San Miguel amending the Restricted Stock Award
Agreement dated November 5, 2007 between the Company and Mr. San
Miguel.10.3
    
    Amendment No. 4 to the Credit Agreement, dated as of April 28,
2009, among the Company, FA Sub 1 Limited, FA Sub 2 Limited and FA
Sub 3 Limited, each a subsidiary of the Company, Citicorp USA,
Inc., as administrative agent, and the other lenders party
thereto.31.1
    
    Certification of Periodic Report by the Co-Chief Executive Officer
pursuant to Rule 13a- 14(a) of the Securities Exchange Act of
1934.31.2
    
    Certification of Periodic Report by the Co-Chief Executive Officer
pursuant to Rule 13a- 14(a) of the Securities Exchange Act of
1934.31.3
    
    Certification of Periodic Report by the Chief Financial Officer
pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.32.1
    
    Certification of Periodic Report by the Co-Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Periodic Report by the Co-Chief Executive Officer
pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.32.3
    
    Certification of Periodic Report by the Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Portions of this exhibit have been omitted and filed separately with the Office of the
Secretary of the Securities and Exchange Commission pursuant to a confidential treatment
request. 70