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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 September 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from  to
 Commission File Number: 001-33217
 GLG PARTNERS, INC.
  Delaware
    
    20-5009693(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 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
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### Table of Contents



FORWARD-LOOKING STATEMENTS
   
    
    the volatility in the financial markets;
    
    our financial performance;
    
    market conditions for the investment funds we manage, which we refer to as the GLG
Funds;
    
    performance of GLG Funds, the related performance fees and the associated impacts on
revenues, net income, cash flows and fund inflows and 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; and
    
    risks associated with the use of leverage, investment in derivatives, availability
of credit, interest rates and currency fluctuations,
  Available Information
 www.glgpartners.com
 i




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##### 



GLG PARTNERS, INC.
INDEX
 PAGEPART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited):Unaudited Condensed Consolidated Balance Sheets  September 30, 2009 and December 31, 2008
    
    
    1Unaudited Condensed Consolidated Statements of Operations Three and Nine Months Ended
September 30, 2009 and September 30, 2008
    
    
    2Unaudited Condensed Consolidated Statements of Changes in Stockholders Deficit  Nine
Months Ended September 30, 2009
    
    
    3Unaudited Condensed Consolidated Statements of Cash Flows  Nine Months Ended September 30,
2009 and September 30, 2008
    
    
    4Notes to the Unaudited Condensed Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    53Item 4. Controls and Procedures
    
    
    55PART II. OTHER INFORMATION
    
    
    56Item 1. Legal Proceedings
    
    
    56Item 1A. Risk Factors
    
    
    56Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    81Item 6. Exhibits
    
    
    83Signature
    
    
    84EX-10.1EX-10.2EX-10.3EX-10.4EX-31.1EX-31.2EX-31.3EX-32.1EX-32.2EX-32.3
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GLG PARTNERS, INC. AND SUBSIDIARIES
 
 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(US Dollars in thousands, except per share amounts)
 September 30,
    
    December 31,2009
    
    2008ASSETSCurrent AssetsCash and cash equivalents
    
    $
    274,431
    
    
    $
    316,195Restricted cash
    
    
    13,395
    
    
    
    13,315Fees receivable
    
    
    39,224
    
    
    
    42,106Prepaid expenses and other assets
    
    
    60,987
    
    
    
    32,751Total Current Assets
    
    
    388,037
    
    
    
    404,367Non-Current AssetsInvestments at fair value
    
    
    21,834
    
    
    
    65,484Goodwill
    
    
    587
    
    
    
    587Intangible assets (net of amortization of $1,834 and $0, respectively)
    
    
    34,739
    
    
    
    Property and equipment (net of accumulated depreciation and
amortization of $14,544 and $11,505 respectively)
    
    
    12,562
    
    
    
    14,076Other non-current assets
    
    
    8,821
    
    
    
    3,868Total Non-Current Assets
    
    
    78,543
    
    
    
    84,015Total Assets
    
    $
    466,580
    
    
    $
    488,382LIABILITIES AND STOCKHOLDERS DEFICITCurrent LiabilitiesRebates and sub-administration fees payable
    
    $
    22,864
    
    
    $
    26,234Accrued compensation, benefits and profit share
    
    
    65,801
    
    
    
    148,531Income taxes payable
    
    
    17,353
    
    
    
    15,633Distributions payable
    
    
    9,679
    
    
    
    7,592Accounts payable and other accruals
    
    
    67,973
    
    
    
    47,176Revolving credit facility
    
    
    12,281
    
    
    
    40,000Other liabilities
    
    
    23,759
    
    
    
    50,765Total Current Liabilities
    
    
    219,710
    
    
    
    335,931Non-Current LiabilitiesLoan payable (including unamortized gain on modification of $22,287
and $0, respectively)
    
    
    295,506
    
    
    
    530,000Convertible notes
    
    
    228,500
    
    
    
    Total Non-Current Liabilities
    
    
    524,006
    
    
    
    530,000Total Liabilities
    
    
    743,716
    
    
    
    865,931Stockholders Deficit:Common stock, $.0001 par value per share; 1,000,000,000 authorized,
2009: 249,625,633 issued and outstanding (2008: 245,784,390 issued
and outstanding)
    
    
    24
    
    
    
    24Series A voting preferred stock, $.0001 par value per share;
150,000,000 authorized, 2009: 58,904,993 issued and outstanding
(2008: 58,904,993 issued and outstanding)
    
    
    6
    
    
    
    6Additional paid in capital
    
    
    1,423,300
    
    
    
    1,176,054Treasury stock, 2009: 17,433,220 shares of common stock (2008: 21,418,568)
    
    
    (238,834
    )
    
    
    (293,434
    )Accumulated other comprehensive income
    
    
    7,413
    
    
    
    (17,141
    )Accumulated deficit
    
    
    (1,486,711
    )
    
    
    (1,243,058
    )Total Controlling Stockholders Deficit
    
    
    (294,802
    )
    
    
    (377,549
    )Non-controlling interest
    
    
    17,666
    
    
    
    Total Stockholders Deficit
    
    
    (277,136
    )
    
    
    (377,549
    )Total Liabilities and Stockholders Deficit
    
    $
    466,580
    
    
    $
    488,382
  1




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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 Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Net revenues and other incomeManagement fees, net
    
    $
    39,543
    
    
    $
    80,307
    
    
    $
    110,001
    
    
    $
    269,663Performance fees, net
    
    
    1,945
    
    
    
    6,833
    
    
    
    50,704
    
    
    
    89,762Administration, service, and distribution fees, net
    
    
    6,407
    
    
    
    17,751
    
    
    
    17,817
    
    
    
    60,448Other
    
    
    326
    
    
    
    (2,796
    )
    
    
    7,555
    
    
    
    2,412Total net revenues and other income
    
    
    48,221
    
    
    
    102,095
    
    
    
    186,077
    
    
    
    422,285ExpensesCompensation, benefits and profit share
    
    
    (136,631
    )
    
    
    (227,387
    )
    
    
    (455,217
    )
    
    
    (777,130
    )General, administrative and other
    
    
    (23,709
    )
    
    
    (30,283
    )
    
    
    (71,452
    )
    
    
    (90,816
    )Amortization of intangible assets
    
    
    (1,001
    )
    
    
    
    
    
    
    (1,834
    )
    
    
    Third party distribution, administration and
service fees
    
    
    (935
    )
    
    
    
    
    
    
    (1,600
    )
    
    
    Total expenses
    
    
    (162,276
    )
    
    
    (257,670
    )
    
    
    (530,103
    )
    
    
    (867,946
    )Loss from operations
    
    
    (114,055
    )
    
    
    (155,575
    )
    
    
    (344,026
    )
    
    
    (445,661
    )Realized gain / (loss) on available-for-sale
investments
    
    
    1,029
    
    
    
    
    
    
    
    (20,188
    )
    
    
    Gain on debt extinguishment
    
    
    
    
    
    
    
    
    
    
    84,821
    
    
    
    Gain on business combination  negative goodwill
    
    
    
    
    
    
    
    
    
    
    21,122
    
    
    
    Interest income
    
    
    196
    
    
    
    2,043
    
    
    
    845
    
    
    
    6,685Interest expense
    
    
    (3,051
    )
    
    
    (6,028
    )
    
    
    (9,618
    )
    
    
    (18,795
    )Loss before income taxes
    
    
    (115,881
    )
    
    
    (159,560
    )
    
    
    (267,044
    )
    
    
    (457,771
    )Income tax benefit/(expense)
    
    
    1,300
    
    
    
    (3,160
    )
    
    
    (1,252
    )
    
    
    (12,656
    )Net loss
    
    
    (114,581
    )
    
    
    (162,720
    )
    
    
    (268,296
    )
    
    
    (470,427
    )Less non-controlling interests:Share of loss
    
    
    15,634
    
    
    
    
    
    
    
    35,861
    
    
    
    Cumulative dividends on exchangeable shares
    
    
    (71
    )
    
    
    (2,896
    )
    
    
    (11,218
    )
    
    
    (12,194
    )Exchangeable shares dividend
    
    
    
    
    
    
    (1,472
    )
    
    
    
    
    
    
    (4,418
    )Net loss attributable to common stockholders
    
    $
    (99,018
    )
    
    $
    (167,088
    )
    
    $
    (243,653
    )
    
    $
    (487,039
    )Net loss per share  basic and diluted
    
    $
    (0.45
    )
    
    $
    (0.79
    )
    
    $
    (1.12
    )
    
    $
    (2.30
    )Weighted average common stock outstanding  basic
and diluted (in thousands)
    
    
    220,614
    
    
    
    211,417
    
    
    
    218,078
    
    
    
    211,357
  2




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GLG PARTNERS, INC. AND SUBSIDIARIES
 
 UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT
(US Dollars in thousands)
 Accumulated OtherAdditional
    
    
    
    
    
    
    Comprehensive
        
    
    
    
    
    
    
    
    
    TotalPaid in
    
    
    Preferred
    
    
    Income/(Deficit)
    
    
    Accumulated
    
    
    Non-controlling
    
    
    shareholdersTreasury Stock
    
    
    Common Stock
    
    
    Capital
    
    
    Stock
    
    
    **
    
    
    Income/(Deficit)
    
    
    Interest
    
    
    Equity/(Deficit)Balance as of December 31, 2008
    
    $
    (293,434
    )
    
$
    24
    
    
$
    1,176,054
    
    
$
    6
    
    
    $
    (17,141
    )
    
    $
    (1,241,758
    )
    
$
    
    
    
    $
    (376,249
    )Effect of adoption of FAS 141(R) (primarily
codified into FASB ASC Topic 805) (note 2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,300
    )
    
    
    
    
    
    
    (1,300
    )Balance as of December 31, 2008 restated
    
    $
    (293,434
    )
    
$
    24
    
    
$
    1,176,054
    
    
$
    6
    
    
    $
    (17,141
    )
    
    $
    (1,243,058
    )
    
$
    
    
    
    $
    (377,549
    )Comprehensive lossNet loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (243,653
    )
    
    
    (35,861
    )
    
    
    (279,514
    )Unrealized gains on cash flow hedges (nil
tax applicable)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    513
    
    
    
    
    
    
    
    123
    
    
    
    636Unrealized gain on available-for-sale
investments (nil tax applicable)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,475
    
    
    
    
    
    
    
    
    
    
    
    1,475Transfer to realized loss on
available-for-sale investments on disposal
(nil tax applicable)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,368
    
    
    
    
    
    
    
    
    
    
    
    9,368Transfer to realized loss on
available-for-sale investments on other
than temporary impairment (nil tax
applicable)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,872
    
    
    
    
    
    
    
    
    
    
    
    10,872Foreign currency translation (nil tax applicable)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,326
    
    
    
    
    
    
    
    556
    
    
    
    2,882Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,554
    
    
    
    (243,653
    )
    
    
    (35,182
    )
    
    
    (254,281
    )Share based compensation (net of non-controlling interest)
    
    
    54,600
    
    
    
    
    
    
    
    250,131
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,833
    
    
    
    357,564Capital contributions
    
    
    
    
    
    
    
    
    
    
    (91
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    (76
    )Issue of new shares
    
    
    
    
    
    
    
    
    
    
    64,220
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64,220Shares repurchased
    
    
    
    
    
    
    
    
    
    
    (67,014
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (67,014
    )Balance as of September 30, 2009
    
    $
    (238,834
    )
    
$
    24
    
    
$
    1,423,300
    
    
$
    6
    
    
$
    7,413
    
    
    $
    (1,486,711
    )
    
$
    17,666
    
    
    $
    (277,136
    )
 
 **
    
    Comprised of: unrealized gain/(loss) on available-for-sale investments of $920 at September 30,
2009 and of $(20,795) at December 31, 2008; foreign currency translation of $5,980 at September
30, 2009 and of $3,654 at December 31, 2008; unrealized gains on cashflow hedges of $513 at
September 30, 2009 and of $0 at December 31, 2008.  3




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GLG PARTNERS, INC. AND SUBSIDIARIES
 
 UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(US Dollars in thousands)
 Nine Months EndedSeptember 30,2009
    
    2008Cash Flows From Operating ActivitiesNet loss
    
    $
    (268,296
    )
    
    $
    (470,427
    )Adjustments to reconcile net loss to net cash (used in)/provided by operating activities:Gain on business combination  negative goodwill
    
    
    (21,122
    )
    
    
    Gain on debt extinguishment
    
    
    (84,821
    )
    
    
    Depreciation and amortization
    
    
    4,535
    
    
    
    2,019Share based compensation
    
    
    357,564
    
    
    
    574,355Cumulative dividend
    
    
    (11,218
    )
    
    
    (12,194
    )Foreign exchange movements on foreign currency bank accounts
    
    
    (4,294
    )
    
    
    10,786Realized loss on available-for-sale investments
    
    
    20,188
    
    
    
    Cash flows (net of assets and liabilities acquired in SGAM UK acquisition) due to
changes in:Fees receivable
    
    
    10,130
    
    
    
    348,348Prepaid expenses and other assets
    
    
    (21,393
    )
    
    
    (3,625
    )Rebates and sub-administration fees payable
    
    
    (5,090
    )
    
    
    (135
    )Accrued compensation, benefits and profit share
    
    
    (21,948
    )
    
    
    (282,643
    )Income taxes payable
    
    
    1,804
    
    
    
    (16,635
    )Distributions payable
    
    
    2,087
    
    
    
    (27,919
    )Accounts payable and other accruals
    
    
    (2,724
    )
    
    
    10,492Other liabilities
    
    
    (33,151
    )
    
    
    14,488Net cash (used in)/ provided by operating activities
    
    
    (77,749
    )
    
    
    146,910Cash Flows From Investing ActivitiesRedemption of available-for-sale securities
    
    
    51,943
    
    
    
    Purchase of trading securities
    
    
    (4,589
    )
    
    
    Purchase of subsidiary
    
    
    
    
    
    
    (2,500
    )Cash acquired (net of purchase consideration) of subsidiary
    
    
    7,337
    
    
    
    Transfer to restricted cash
    
    
    (80
    )
    
    
    (297
    )Purchase of property and equipment
    
    
    (1,256
    )
    
    
    (7,091
    )Net cash provided by/(used in) investing activities
    
    
    53,355
    
    
    
    (9,888
    )Cash Flows From Financing ActivitiesIssue of convertible notes
    
    
    228,500
    
    
    
    Loan repayment
    
    
    (170,700
    )
    
    
    Debt issue costs
    
    
    (12,495
    )
    
    
    Warrant exercises
    
    
    
    
    
    
    2,568Warrant repurchases
    
    
    
    
    
    
    (37,582
    )Share repurchases
    
    
    (67,014
    )
    
    
    (3,987
    )Capital contributions
    
    
    (76
    )
    
    
    525Dividends paid
    
    
    
    
    
    
    (10,652
    )Acquisition-related transaction costs
    
    
    
    
    
    
    (308
    )Distribution to principals and trustees
    
    
    
    
    
    
    (118,354
    )Net cash used in financing activities
    
    
    (21,785
    )
    
    
    (167,790
    )Net decrease in cash and cash equivalents
    
    
    (46,179
    )
    
    
    (30,768
    )Effect of foreign currency translation on cash
    
    
    4,415
    
    
    
    (10,967
    )Cash and cash equivalents at beginning of period
    
    
    316,195
    
    
    
    429,422Cash and cash equivalents at end of period
    
    $
    274,431
    
    
    $
    387,687
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GLG PARTNERS, INC. AND SUBSIDIARIES
 
 NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts)
 1. ORGANIZATION AND BASIS OF PRESENTATION
      5




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GLG PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Principals of Consolidation
    Non-controlling Interests in Consolidated Subsidiaries
 FA Sub 2 Limited Exchangeable Shares
     6




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GLG PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 Revenue Recognition
        
    
    management fees are charged at the investee fund level, except in the case of (1) an
investment by the GLG Emerging Markets Fund in the GLG Emerging Markets (Special
Assets) Fund where management fees are charged only at the investing fund level, (2)
the GLG Multi Strategy Fund where management fees are charged at both the investee and
investing fund levels and (3) 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 (1)
an investment by the GLG Emerging Markets Fund in the GLG Emerging Markets (Special
Assets) Fund where performance fees are charged only at the investing fund level and
(2) 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.
 7




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GLG PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
  Third Party Distribution, Administration and Service Fees
  Derivatives and Hedging
    Change in Accounting Policy
 Business Combinations, Business Combinations
  December 31, 2008
    
    December 31, 2008Adjusted(1)
    
    As filed
    
    ChangeBalance sheetAssets:Prepaid expenses and other assets
    
    $
    32,751
    
    
    $
    34,051
    
    
    $
    (1,300
    )Stockholders Deficit:Accumulated deficit
    
    $
    (1,243,058
    )
    
    $
    (1,241,758
    )
    
    $
    1,300Statement of OperationsConsolidated net loss
    
    $
    (630,997
    )
    
    $
    (629,697
    )
    
    $
    1,300
 
 (1)
    
    The December 31, 2008 amounts were adjusted for comparability purposes to adjust for
acquisition costs related to the acquisition of SGAM UK which was agreed to in December 2008 and
completed in April 2009. Certain acquisition related costs were incurred in 2008. 8




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GLG PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 Recent Accounting Pronouncements
 SFAS 141(R)/Topic 805 - Business
Combinations .
 FSP FAS 107-1 and APB 28-1/Topic 825 - Financial Instruments Disclosures about Fair Value of Financial
Instruments Interim Financial Reporting
 SFAS 165/Topic 855 - Subsequent
Events Subsequent Events
 SFAS 167 - Amendments to FASB Interpretation
No. 46(R)
 9




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GLG PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
  SFAS 168/Topic 105 - The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles Generally Accepted Accounting Standards
 3. BUSINESS COMBINATION
   Intangible asset  customer-related management contracts (10 year life)1
    
    $
    33,338Cash
    
    
    13,787Investments
    
    
    2,016Fixed assets
    
    
    164Deferred tax liability
    
    
    (9,334
    )Other net liabilities
    
    
    (12,399
    )Fair Value of Net Assets acquired
    
    $
    27,572
    
 1
    
    Management considers the management
contracts to have an expected average useful life of 10 years and consequently
the contracts will be amortized on a straight line basis over the remaining
average useful life. The expected amortization amount for the year ending
December 31, 2009 is $2,499 and $3,334 for each of the years ending December
31, 2010, 2011, 2012 and 2013. 10




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GLG PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 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:
  September 30, 2009
    
    
    December 31, 2008Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Foreign exchange derivatives
(presented in other assets)
    
    $
    
    
    
    $
    970
    
    
    $
    
    
    
    $
    
    
    
    $
    42
    
    
    $
    Trading investments
    
    
    
    
    
    
    
    
    
    
    4,589
    
    
    
    
    
    
    
    
    
    
    
    Available-for-sale investments
    
    
    
    
    
    
    
    
    
    
    17,245
    
    
    
    
    
    
    
    
    
    
    
    65,484Foreign exchange derivatives
(presented in other
liabilities)
    
    
    
    
    
    
    (242
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    728
    
    
    $
    21,834
    
    
    $
    
    
    
    $
    42
    
    
    $
    65,484
 Foreign exchange derivatives
  11




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GLG PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 Investments
  
    GLG Multi-Strategy Coupon Fund
    
    Available-for-sale
    GLG Global Opportunity (Special Assets) Fund
    
    Available-for-sale
    GLG Treasury Fund
    
    Available-for-sale
    GLG European Opportunity (Lehman Recovery)
    
    Trading
    GLG Technology (Lehman Recovery)
    
    Trading
   Fair Value MeasurementsQuoted Prices inActive Markets for
    
    Significant Other
    
    SignificantIdentical Assets
    
    Observable Inputs
    
    Unobservable Inputs(Level 1)
    
    (Level 2)
    
    (Level 3)Movements in Level 3 assets for the
nine-month period were as follows:Investments in GLG FundsOpening Balance January 1, 2009
    
    
    
    
    
    
    
    
    
    $
    65,484Change in fair value recorded in
other income
    
    
    
    
    
    
    
    
    
    
    (6
    )Change in fair value recorded in
other comprehensive income 
currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    219Change in unrealized losses recorded
in other comprehensive income
    
    
    
    
    
    
    
    
    
    
    1,475Investments acquired in business
combination
    
    
    
    
    
    
    
    
    
    
    2,016Purchase of investments
    
    
    
    
    
    
    
    
    
    
    4,589Redemption proceeds
    
    
    
    
    
    
    
    
    
    
    (51,943
    )Closing Balance September 30, 2009
    
    
    
    
    
    
    
    
    
    $
    21,834Total unrealized gains in investments
    
    
    
    
    
    
    
    
    
    $
    920
   12




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GLG PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
   b) Fair value measurements of Other financial instruments recorded at other than fair value:
 Loan payable
  Convertible notes
  c) Fair value measurements of Other assets and liabilities recorded at other than fair value:
  5. CONCENTRATION OF CREDIT RISK
  6. DERIVATIVES AND HEDGING
   13




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GLG PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
  Three months ended
    
    
    Nine months endedSeptember 30, 2009
    
    
    September 30, 2009Total Fair Value of Derivative Financial Instruments (included in
Other Assets)
    
    $
    970
    
    
    $
    970Total Fair Value of Derivative Financial Instruments (included in
Other Liabilities)
    
    
    (242
    )
    
    
    (242
    )Total Fair Value of Derivative Financial Instruments at September 30,
2009(all designated in a cash flow hedge)
    
    $
    728
    
    
    $
    728Less: Fair value of Derivative Financial Instruments at start of period
    
    
    (2,856
    )
    
    
    (42
    )Movement in Fair Value of Derivative Financial Instruments during the
period
    
    $
    (2,128
    )
    
    $
    686Changes in Fair Values are allocated as follows:Statement of Changes in Equity:(Loss) / gain recorded in other comprehensive income in period
 cash flow hedges
    
    $
    (948
    )
    
    $
    2,937Gain reclassified from other comprehensive income to income
    
    
    (805
    )
    
    
    (2,301
    )Total (loss)/gain in Other Comprehensive Income
    
    $
    (1,753
    )
    
    $
    636Statement of Operations:Decrease in General, Administrative & Other expenses  effective
portion of hedge reclassified from other comprehensive income
    
    $
    817
    
    
    $
    1,612Decrease in Compensation, benefits and profit share  effective
portion of hedge reclassified from other comprehensive income
    
    
    673
    
    
    
    1,423Decrease in Management Fees  effective portion of hedge reclassified
from other comprehensive income
    
    
    (686
    )
    
    
    (734
    )Decrease in Other income (ineffective portion of hedge and excluded
from effectiveness assessment)
    
    
    (1,179
    )
    
    
    (2,251
    )Total impact on Statement of Operations
    
    $
    (375
    )
    
    $
    50Total impact on Comprehensive Income
    
    $
    (2,128
    )
    
    $
    686
 14




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GLG PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 7. DEBT
 Average interest

    
    September 30,
    
    
    December 31,rate

    
    2009
    
    
    2008Revolving credit facility
    
    
    2.29%
    
    
    $
    12,281
    
    
    $
    40,000Term loans
    
    
    2.29%
    
    
    
    295,506
    
    
    
    530,000Convertible Note
    
    
    5.00%
    
    
    
    228,500
    
    
    
    Total Debt
    
    
    
    
    
    $
    536,287
    
    
    $
    570,000
 Restructuring of debt
  Modifications and Extinguishments,
  Amendment of the credit agreement
  Issuance of Convertible Notes
   15




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GLG PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
        8. INCOME TAXES
   16




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GLG PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 9. STOCKHOLDERS DEFICIT
  Number of SharesCommon stock outstanding at December 31, 2008
    
    
    245,784,390Shares issued as compensation
    
    
    28,290,535Shares repurchased
    
    
    (28,991,258
    )Shares issued under share plan awards
    
    
    5,195,216Stock forfeited and cancelled under share-based compensation arrangements
    
    
    (653,250
    )Common Stock outstanding at September 30, 2009
    
    
    249,625,633
  10. NET LOSS PER SHARE OF COMMON STOCK
 Earnings Per Share.
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net loss applicable to common stockholders
    
    $
    (99,018
    )
    
    $
    (167,088
    )
    
    $
    (243,653
    )
    
    $
    (487,039
    )Weighted-average common stock outstanding
(in thousands)  basic and diluted
    
    
    220,614
    
    
    
    211,417
    
    
    
    218,078
    
    
    
    211,357Net loss per share applicable to common
stockholders  basic and diluted
    
    $
    (0.45
    )
    
    $
    (0.79
    )
    
    $
    (1.12
    )
    
    $
    (2.30
    )
  17




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GLG PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Common stock held in Treasury
    
    
    18,509
    
    
    
    25,382
    
    
    
    20,438
    
    
    
    25,382FA Sub 2 Limited Exchangeable Shares
    
    
    58,905
    
    
    
    58,905
    
    
    
    58,905
    
    
    
    58,905Convertible Notes
    
    
    61,425
    
    
    
    
    
    
    
    30,707
    
    
    
    Common stock awarded in connection
with share-based compensation
arrangements
    
    
    10,493
    
    
    
    8,882
    
    
    
    10,493
    
    
    
    8,882Public warrants
    
    
    32,985
    
    
    
    32,985
    
    
    
    32,985
    
    
    
    32,985Co-investment warrants
    
    
    5,000
    
    
    
    5,000
    
    
    
    5,000
    
    
    
    5,000Sponsors warrants
    
    
    4,500
    
    
    
    4,500
    
    
    
    4,500
    
    
    
    4,500191,817
    
    
    
    135,654
    
    
    
    163,028
    
    
    
    135,654
  11. COMPREHENSIVE INCOME
 Three months ending September 30,2009
    
    
    2008Attributed toAttributed to
    
    
    non-
    
    
    
    
    
    
    Attributed tocontrolling
    
    
    controlling
    
    
    Total
    
    
    controllingNet Loss
    
    $
    (99,018
    )
    
    $
    (15,634
    )
    
    $
    (114,652
    )
    
    $
    (167,088
    )Gains on cash flow hedges released
to statement of operations
    
    
    (650
    )
    
    
    (155
    )
    
    
    (805
    )
    
    
    Unrealized gains on cash flow hedges
    
    
    (765
    )
    
    
    (183
    )
    
    
    (948
    )
    
    
    (9,527
    )Change in unrealized gains on
available-for-sale investments
    
    
    807
    
    
    
    
    
    
    
    807
    
    
    
    (127
    )Release of unrealized gain on
available-for-sale investments to
statement of operations
    
    
    (977
    )
    
    
    
    
    
    
    (977
    )
    
    
    Foreign currency translation
    
    
    1,713
    
    
    
    410
    
    
    
    2,123
    
    
    
    2,490Total comprehensive loss
    
    $
    (98,890
    )
    
    $
    (15,562
    )
    
    $
    (114,452
    )
    
    $
    (174,252
    )
 18




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GLG PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 Nine months ending September 30,2009
    
    2008Attributed toAttributed to
    
    
    non-
    
    
    
    
    
    
    Attributed tocontrolling
    
    
    controlling
    
    
    Total
    
    
    controllingNet Loss
    
    $
    (243,653
    )
    
    $
    (35,861
    )
    
    $
    (279,514
    )
    
    $
    (487,039
    )Gains on cash flow hedges released
to statement of operations
    
    
    (1,857
    )
    
    
    (444
    )
    
    
    (2,301
    )
    
    
    Unrealized gains on cash flow hedges
    
    
    2,370
    
    
    
    567
    
    
    
    2,937
    
    
    
    (13,472
    )Change in unrealized gains on
available-for-sale investments
    
    
    1,475
    
    
    
    
    
    
    
    1,475
    
    
    
    1,695Release of unrealized loss on
available-for-sale investments to
statement of operations
    
    
    20,240
    
    
    
    
    
    
    
    20,240
    
    
    
    Foreign currency translation
    
    
    2,326
    
    
    
    556
    
    
    
    2,882
    
    
    
    (259
    )Total comprehensive loss
    
    $
    (219,099
    )
    
    $
    (35,182
    )
    
    $
    (254,281
    )
    
    $
    (499,075
    )
 12. PROFORMA STATEMENT OF OPERATIONS  IMPACT OF ADOPTION OF SFAS 160 (ASC Topic 810-10-65)
 Transition Related to
FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment
of ARB No. 51
 Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Net revenues and other incomeManagement fees, net
    
    $
    39,543
    
    
    $
    80,307
    
    
    $
    110,001
    
    
    $
    269,663Performance fees, net
    
    
    1,945
    
    
    
    6,833
    
    
    
    50,704
    
    
    
    89,762Administration, service, and distribution fees, net
    
    
    6,407
    
    
    
    17,751
    
    
    
    17,817
    
    
    
    60,448Other
    
    
    326
    
    
    
    (2,796
    )
    
    
    7,555
    
    
    
    2,412Total net revenues and other income
    
    
    48,221
    
    
    
    102,095
    
    
    
    186,077
    
    
    
    422,285ExpensesCompensation, benefits and profit share
    
    
    (136,631
    )
    
    
    (227,387
    )
    
    
    (455,217
    )
    
    
    (777,130
    )General, administrative and other
    
    
    (23,709
    )
    
    
    (30,283
    )
    
    
    (71,452
    )
    
    
    (90,816
    )Amortization of intangible assets
    
    
    (1,001
    )
    
    
    
    
    
    
    (1,834
    )
    
    
    Third party distribution, administration and
service fees
    
    
    (935
    )
    
    
    
    
    
    
    (1,600
    )
    
    
    Total expenses
    
    
    (162,276
    )
    
    
    (257,670
    )
    
    
    (530,103
    )
    
    
    (867,946
    )Loss from operations
    
    
    (114,055
    )
    
    
    (155,575
    )
    
    
    (344,026
    )
    
    
    (445,661
    )Realized gain / (loss) on available-for-sale
investments
    
    
    1,029
    
    
    
    
    
    
    
    (20,188
    )
    
    
    Gain on debt extinguishment
    
    
    
    
    
    
    
    
    
    
    84,821
    
    
    
    Gain on business combination  negative goodwill
    
    
    
    
    
    
    
    
    
    
    21,122
    
    
    
    Interest income
    
    
    196
    
    
    
    2,043
    
    
    
    845
    
    
    
    6,685Interest expense
    
    
    (3,051
    )
    
    
    (6,028
    )
    
    
    (9,618
    )
    
    
    (18,795
    )Loss before income taxes
    
    
    (115,881
    )
    
    
    (159,560
    )
    
    
    (267,044
    )
    
    
    (457,771
    )Income taxes
    
    
    1,300
    
    
    
    (3,160
    )
    
    
    (1,252
    )
    
    
    (12,656
    )Net loss
    
    
    (114,581
    )
    
    
    (162,720
    )
    
    
    (268,296
    )
    
    
    (470,427
    )Less non-controlling interests:Cumulative dividends on exchangeable shares
    
    
    (71
    )
    
    
    (2,896
    )
    
    
    (11,218
    )
    
    
    (12,194
    )Exchangeable shares dividend
    
    
    
    
    
    
    (1,472
    )
    
    
    
    
    
    
    (4,418
    )Net loss attributable to common stockholders
    
    $
    (114,652
    )
    
    $
    (167,088
    )
    
    $
    (279,514
    )
    
    $
    (487,039
    )Net loss per share  basic and diluted
    
    $
    (0.53
    )
    
    $
    (0.79
    )
    
    
    (1.29
    )
    
    $
    (2.30
    )Weighted average common stock outstanding  basic
and diluted (in thousands)
    
    
    220,614
    
    
    
    211,417
    
    
    
    218,078
    
    
    
    211,357
 19




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GLG PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(US Dollars in thousands, except per share amounts) (contd)
 13. COMMITMENTS AND CONTINGENCIES
   Commission des Sanctions
  Indemnifications
  14. SUBSEQUENT EVENTS
  20




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  General
 Our Business
      
    
    $976,107,300 in cash;
    
    $23,892,700 in promissory notes in lieu of all of the cash consideration payable to
electing GLG Shareowners;
    
    230,000,000 shares of our common stock, par value $0.0001 per share which consists
of:
 21




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##### Table of Contents




    
    138,095,007 shares of our common stock, including 10,000,000 shares of
our common stock issued for the benefit of our employees, service providers
and certain key personnel under our 2007 Restricted Stock Plan (the
Restricted Stock Plan);
    
    33,000,000 shares of our common stock payable by us upon exercise of
certain put or call rights with respect to 33,000,000 ordinary shares issued
by FA Sub 1 Limited to certain GLG Shareowners. Each of the ordinary shares
issued by FA Sub 1 Limited to these GLG Shareowners has been put by the
holder to us in exchange for one share of our common stock; and
    
    58,904,993 shares of our common stock to be issued upon the exchange of
58,904,993 Exchangeable Shares (the Exchangeable Shares) issued by FA Sub
2 Limited to certain GLG Shareowners. Each Exchangeable Share is
exchangeable at any time at the election of the holder for one share of our
common stock; and
 
    
    58,904,993 shares of our Series A preferred stock, par value $0.0001 per share
issued with the corresponding Exchangeable Shares which carry only voting rights and
nominal economic rights and which will automatically be redeemed on a share-for-share
basis as Exchangeable Shares are exchanged for shares of our common stock.
    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, the mix of our AUM between different products and
associated fee rates and to grow AUM from existing and new products.
    
    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.
 22




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##### Table of Contents




    
    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.
    
    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
    Assets Under Management
  23




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##### Table of Contents



Product
    
    General Range of Redemption Request Advance Notice Periods*Single-manager alternative strategy funds
    
    5-60 daysLong-only 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 Revenue Recognition
 Performance Fees
    24




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##### Table of Contents



Compensation and Limited Partner Profit Share
   Equity-Based Compensation
 i.e
  25




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
    
    The size of the awards to employees, service providers and key personnel under the
equity participation plan and 2007 LTIP was considered to be a substantial retention
incentive;
    
    Incentives for the awards to employees, service providers and key personnel under
the equity participation plan and 2007 LTIP were considered sufficiently large that a
zero percent forfeiture rate was estimated, subject to review as actual forfeitures
occur;
    
    Disincentives for forfeiture related to the agreement among principals and trustees
were considered to be so punitive that the probability of forfeiture was estimated as
zero; and
    
    For awards under the Restricted Stock Plan, we used different forfeiture rates for
individual employees, service providers and key personnel.
  26




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##### Table of Contents



Income Tax
   (e.g
  Net Revenues
   Management Fees
  General Range of Gross Fee Rates (% of AUM)Product
    
    As of September 30, 2009Single-manager alternative strategy funds*
    
    1.50%  2.50%**Long-only funds
    
    0.30%  2.25%Internal FoF
    
    0.25%  1.50%** (at the investing fund level)External FoF ***
    
    1.00%  1.95%
 27




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##### Table of Contents



*
    
    Excludes the GLG European Long-Short (Special Assets) Fund, the GLG Emerging
Markets (Special Assets) II Fund and the GLG North American Opportunity
(Special Assets) Fund established during November 2008 into which certain
private placements and other not readily realizable investments were
contributed by the GLG European Long-Short Fund, the GLG Emerging Markets Fund
and the GLG North American Opportunity Fund, respectively, for the purpose of
liquidating them, where the management fee is 0.50%.**
    
    When one of the single-manager alternative strategy funds or internal FoFs
managed by us invests in an underlying single-manager alternative strategy fund
managed by us, management fees are charged at the investee fund level, except
in the case of (1) an investment by the GLG Emerging Markets Fund in the GLG
Emerging Markets (Special Assets) Fund where management fees are charged only
at the investing fund level, (2) the GLG Multi-Strategy Fund where management
fees are charged at both the investee and investing fund levels and (3) the GLG
Balanced Managed Fund and the GLG Stock Market Managed Fund where management
fees are charged only at the investing fund level.***
    
    Excludes GLG Global Opportunity (Special Assets) Fund.   Performance Fees
   28




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##### Table of Contents



General Range of Gross Fee Rates (% ofProduct
    
    Investment Gains) As of September 30, 2009Single-manager alternative strategy funds
    
    10%  30%*Long-only funds
    
    0%  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 single-manager alternative strategy funds or internal FoFs
managed by us invests in an underlying single-manager alternative strategy fund
managed by us, performance fees are charged at the investee fund level, except
in the case of (1) an investment by the GLG Emerging Markets Fund in the GLG
Emerging Markets (Special Assets) fund where performance fees are charged only
at the investing fund level and (2) 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 have adopted Method 1 for recognizing performance fee revenues and under
Method 1 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.  Administration Fees
   Fees on Managed Accounts
  29




---



##### Table of Contents



Expenses
 Compensation, Benefits and Profit Share
       30




---



##### 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. Variable compensation expense
is recognized at the same time as the underlying fee revenue is crystallized, which may
be monthly, quarterly, annually or semi-annually (on June 30 and December 31),
depending on the fee revenue 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 as appropriate 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.
    
    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 compensation awarded to
employees and limited partners under the LTIP.
 Limited Partner Profit Share
  31




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Allocation of Profit Shares to Individual Members of LLPs
   Acquisition-Related Compensation Expense
  General and Administrative
  Assessing Business Performance
  32




---



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Consolidations
 Assets Under Management
  33




---



##### Table of Contents



Assets Under Management
 Change in AUM between September 30, 2009, June 30, 2009, December 31, 2008 and September 30, 2008
(U.S. Dollars in millions)
 As of Sept.
    
    
    As of Jun.
    
    
    3-Month
    
    
    As of Dec.
    
    
    9-Month
    
    
    As of Sept.
    
    
    12-Month30, 2009
    
    
    30, 2009
    
    
    Change
    
    
    31, 2008
    
    
    Change
    
    
    30, 2008
    

        ChangeAlternative strategies
(1)
    
    $
    10,924
    
    
    $
    10,441
    
    
    $
    483
    
    
    $
    12,518
    
    
    $
    (1,594
    )
    
    $
    16,740
    
    
    $
    (5,816
    )Long-only strategies
(2)
    
    
    13,069
    
    
    
    11,131
    
    
    
    1,938
    
    
    
    4,026
    
    
    
    9,043
    
    
    
    4,412
    
    
    
    8,657Gross AUM
    
    
    23,993
    
    
    
    21,572
    
    
    
    2,421
    
    
    
    16,544
    
    
    
    7,449
    
    
    
    21,152
    
    
    
    2,841Less: alternative strategy
investments in GLG Funds
    
    
    (1,266
    )
    
    
    (1,456
    )
    
    
    190
    
    
    
    (1,503
    )
    
    
    237
    
    
    
    (3,867
    )
    
    
    2,601Less: long only strategy
investments in GFLG Funds
    
    
    (1,099
    )
    
    
    (1,022
    )
    
    
    (77
    )
    
    
    (2
    )
    
    
    (1,097
    )
    
    
    (5
    )
    
    
    (1,094
    )Net AUM
    
    $
    21,628
    
    
    $
    19,094
    
    
    $
    2,534
    
    
    $
    15,039
    
    
    $
    6,589
    
    
    $
    17,280
    
    
    $
    4,348Quarterly average gross AUM
    
    $
    22,782
    
    
    $
    18,495
    
    
    
    
    
    
    $
    18,848
    
    
    
    
    
    
    $
    24,524Quarterly average net
AUM(3)
    
    
    20,361
    
    
    
    18,840
    
    
    
    
    
    
    
    16,160
    
    
    
    
    
    
    
    20,474Opening net AUM
    
    $
    19,094
    
    
    $
    14,031
    
    
    
    
    
    
    $
    17,280
    
    
    
    
    
    
    $
    23,668Inflows
    
    
    3,338
    
    
    
    5,634
    
    
    
    
    
    
    
    5,970
    
    
    
    
    
    
    
    1,904Outflows
    
    
    (3,122
    )
    
    
    (3,408
    )
    
    
    
    
    
    
    (5,199
    )
    
    
    
    
    
    
    (4,086
    )Inflows (net of
redemptions)(4)
    
    
    216
    
    
    
    2,226
    
    
    
    
    
    
    
    771
    
    
    
    
    
    
    
    (2,182
    )Performance (gains net of losses
and fees)
    
    
    1,883
    
    
    
    1,797
    
    
    
    
    
    
    
    (2,649
    )
    
    
    
    
    
    
    (3,139
    )Currency translation impact
    
    
    435
    
    
    
    1,040
    
    
    
    
    
    
    
    (363
    )
    
    
    
    
    
    
    (1,068
    )Closing net AUM
    
    $
    21,628
    
    
    $
    19,094
    
    
    
    
    
    
    $
    15,039
    
    
    
    
    
    
    $
    17,280
 
 (1)
    
    Alternative strategies includes managed accounts based on alternative
strategies and 130/30 funds(2)
    
    Long-only strategies includes managed accounts based on long-only strategies
and all SGAM UK net AUM acquired on April 3, 2009.(3)
    
    Quarterly average net AUM for a given period is calculated as a 2-point
(quarter open and close) average.Q2 2009 average net AUM excludes the approximately $3
billion mandated in December 2008 pursuant to a sub- 34




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##### Table of Contents



advisory arrangement with SGAM UK
which terminated upon the completion of its acquisition on April 3, 2009 and includes the
approximately $7 billion of net AUM acquired from SGAM UK as if the assets were acquired
at the opening of Q2 2009.(4)
    
    Inflows for Q2 2009 include SGAM UK net inflows of approximately $2.6 billion
and inflows for Q4 2008 include the approximately $3 billion mandated in December 2008
pursuant to a sub-advisory arrangement with SGAM UK which terminated upon the completion
of its acquisition on April 3, 2009.  
    
    Positive fund and managed account performance during the three months ended
September 30, 2009, resulting in performance gains (net of losses and fees) of $1.9
billion,
 
    
    Inflows (net of redemptions) of $0.2 billion in AUM for the three months ended
September 30, 2009, were driven by:
 
    
    Long-only strategy net inflows of $0.5 billion, composed of subscriptions
of $1.7 billion offset by redemptions of $1.2 billion. related primarily to
the SGAM UK products and
 
    
    Alternative strategy net outflows of $0.3 billion, composed of
subscriptions of $1.6 billion offset by redemptions of $1.9 billion.
 
    
    A weakening of the U.S. dollar against other currencies in which a portion of our
funds and managed accounts are denominated, resulting in positive foreign exchange
impact on AUM of $0.4 billion during the three months ended September 30, 2009.
      35




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##### Table of Contents




    
    amounts which LBIE was required to treat as client money under the rules of the U.K.
Financial Services Authority and not use in the course of its business were and are, in
fact, so held, and that any shortfall in recoveries of client monies will not exceed
reserves established to date by the GLG Funds;
    
    even though LBIE or its affiliates may be entitled to withhold assets to satisfy any
net indebtedness owed to them, there will be no material shortfall in the recovery of
assets held on trust by LBIE as a custodian, or by LBI as a sub-custodian for LBIE, or
by any other sub-custodian appointed by LBIE with regard to the assets of a GLG Fund,
and, to the extent there is a shortfall, GLG Funds will be able to effect setoff
against and to the extent of any amount owing by a GLG Fund to LBIE;
    
    the information we have received to date from the administrators of LBIE in relation
to the re-hypothecation of GLG Fund assets by LBIE is true and accurate;
    
    unsettled transactions between GLG Funds and LBIE at the time LBIE entered into
administration proceedings will be determined on the basis of a cash settlement of
those trades, in accordance with contractual agreements between the affected GLG Fund
and LBIE, or cancelled, in each case, as determined by us;
    
    the cash settlement amounts for terminated over-the-counter derivatives and other
transactions will be as determined by us in accordance with contractual documentation;
    
    the recovery on amounts estimated to be unsecured claims against LBIE will not be
materially greater or lesser than currently estimated by the GLG Funds; and
    
    there are no other facts or factors, which if known to us,
would lead us to conclude that the business of LBIE was conducted
otherwise than in accordance with the contractual documentation or
that any of our assumptions is incorrect.
 36




---



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37




---



##### Table of Contents



Results of Operations
 Condensed Consolidated GAAP Statement of Operations Information
(U.S. dollars in thousands)
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net revenues and other incomeManagement fees, net
    
    $
    39,543
    
    
    $
    80,307
    
    
    $
    110,001
    
    
    $
    269,663Performance fees, net
    
    
    1,945
    
    
    
    6,833
    
    
    
    50,704
    
    
    
    89,762Administration, service, and distribution fees, net
    
    
    6,407
    
    
    
    17,751
    
    
    
    17,817
    
    
    
    60,448Other
    
    
    326
    
    
    
    (2,796
    )
    
    
    7,555
    
    
    
    2,412Total net revenues and other income
    
    
    48,221
    
    
    
    102,095
    
    
    
    186,077
    
    
    
    422,285ExpensesCompensation, benefits and profit share
    
    
    (136,631
    )
    
    
    (227,387
    )
    
    
    (455,217
    )
    
    
    (777,130
    )General, administrative and other
    
    
    (23,709
    )
    
    
    (30,283
    )
    
    
    (71,452
    )
    
    
    (90,816
    )Amortization of intangible assets
    
    
    (1,001
    )
    
    
    
    
    
    
    (1,834
    )
    
    
    Third party distribution, administration and
service fees
    
    
    (935
    )
    
    
    
    
    
    
    (1,600
    )
    
    
    Total expenses
    
    
    (162,276
    )
    
    
    (257,670
    )
    
    
    (530,103
    )
    
    
    (867,946
    )Loss from operations
    
    
    (114,055
    )
    
    
    (155,575
    )
    
    
    (344,026
    )
    
    
    (445,661
    )Realized gain/ (loss) on available-for-sale
investments
    
    
    1,029
    
    
    
    
    
    
    
    (20,188
    )
    
    
    Gain on debt extinguishment
    
    
    
    
    
    
    
    
    
    
    84,821
    
    
    
    Gain on business combination  negative goodwill
    
    
    
    
    
    
    
    
    
    
    21,122
    
    
    
    Interest income
    
    
    196
    
    
    
    2,043
    
    
    
    845
    
    
    
    6,685Interest expense
    
    
    (3,051
    )
    
    
    (6,028
    )
    
    
    (9,618
    )
    
    
    (18,795
    )Loss before income taxes
    
    
    (115,881
    )
    
    
    (159,560
    )
    
    
    (267,044
    )
    
    
    (457,771
    )Income taxes
    
    
    1,300
    
    
    
    (3,160
    )
    
    
    (1,252
    )
    
    
    (12,656
    )Net loss
    
    
    (114,581
    )
    
    
    (162,720
    )
    
    
    (268,296
    )
    
    
    (470,427
    )Less non-controlling interests:Share of loss
    
    
    15,634
    
    
    
    
    
    
    
    35,861
    
    
    
    Cumulative dividends on exchangeable shares
    
    
    (71
    )
    
    
    (2,896
    )
    
    
    (11,218
    )
    
    
    (12,194
    )Exchangeable shares dividend
    
    
    
    
    
    
    (1,472
    )
    
    
    
    
    
    
    (4,418
    )Net loss attributable to common stockholders
    
    $
    (99,018
    )
    
    $
    (167,088
    )
    
    $
    (243,653
    )
    
    $
    (487,039
    )
 38




---



##### Table of Contents



Net Revenues and Other Income
 Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
 Change in GAAP Net Revenues and Other Income between
Three Months Ended September 30, 2009 and September 30, 2008
(U.S. dollars in thousands)
 Three Months EndedSeptember 30,2009
    
    
    2008
    
    
    ChangeNet revenues and other incomeManagement fees, net
    
    $
    39,543
    
    
    $
    80,307
    
    
    $
    (40,764
    )Performance fees, net
    
    
    1,945
    
    
    
    6,833
    
    
    
    (4,888
    )Administration, service and distribution fees, net
    
    
    6,407
    
    
    
    17,751
    
    
    
    (11,344
    )Other
    
    
    326
    
    
    
    (2,796
    )
    
    
    3,122Total net revenues and other income
    
    $
    48,221
    
    
    $
    102,095
    
    
    $
    (53,874
    )Key ratiosTotal net revenues and other income/average
net AUM, annualized
    
    
    0.95
    %
    
    
    1.99
    %
    
    
    (1.04
    )%Management fees/average net AUM, annualized
    
    
    0.78
    %
    
    
    1.57
    %
    
    
    (0.79
    )%Administration, service, and distribution
fees/average net AUM, annualized
    
    
    0.13
    %
    
    
    0.35
    %
    
    
    (0.22
    )%
     
    
    The generally lower levels of performance fee eligible AUM compared to September 30,
2008;
    
    The impact of the crystallization of performance fees in the three months ended
September 30, 2008 from certain managed accounts. There was no corresponding
crystallization in the three months ended September 30, 2009; and
    
    The timing of AUM inflows and outflows from our funds, resulting in crystallized
performance fees during the three months ended September 30.
  39




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##### Table of Contents



Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008
 Change in GAAP Net Revenues and Other Income between
Nine Months Ended September 30, 2009 and September 30, 2008
(U.S. dollars in thousands)
 Nine Months EndedSeptember 30,2009
    
    
    2008
    
    
    ChangeNet revenues and other incomeManagement fees, net
    
    $
    110,001
    
    
    $
    269,663
    
    
    $
    (159,662
    )Performance fees, net
    
    
    50,704
    
    
    
    89,762
    
    
    
    (39,058
    )Administration, service and distribution fees, net
    
    
    17,817
    
    
    
    60,448
    
    
    
    (42,631
    )Other
    
    
    7,555
    
    
    
    2,412
    
    
    
    5,143Total net revenues and other income
    
    $
    186,077
    
    
    $
    422,285
    
    
    $
    (236,208
    )Key ratiosTotal net revenues and other income/average
net AUM, annualized
    
    
    1.40
    %
    
    
    2.50
    %
    
    
    (1.10
    )%Management fees/average net AUM, annualized
    
    
    0.83
    %
    
    
    1.59
    %
    
    
    (0.76
    )%Administration, service, and distribution
fees/average net AUM, annualized
    
    
    0.13
    %
    
    
    0.36
    %
    
    
    (0.23
    )%
    
    
    The generally lower levels of performance fee eligible AUM compared to September 30,
2008; and
    
    The impact of fewer GLG Funds able to meet their respective performance hurdle rates
or high water marks since performance fees last crystallized, even if they generated
positive performance during the performance fee crystallization period.
  40




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##### Table of Contents



Expenses
 Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
 Change in GAAP Expenses between Three Months Ended
September 30, 2009 and September 30, 2008
(U.S. dollars in thousands)
 Three Months EndedSeptember 30,2009
    
    
    2008
    
    
    ChangeExpensesCompensation, benefits and profit share
    
    $
    (136,631
    )
    
    $
    (227,387
    )
    
    $
    90,756General, administrative and other
    
    
    (23,709
    )
    
    
    (30,283
    )
    
    
    6,574Amortization of intangible assets
    
    
    (1,001
    )
    
    
    
    
    
    
    (1,001
    )Third party distribution, administration and service fees
    
    
    (935
    )
    
    
    
    
    
    
    (935
    )Total expenses
    
    $
    (162,276
    )
    
    $
    (257,670
    )
    
    $
    95,394Key ratiosCompensation, benefits and profit
share / total GAAP net revenues and
other income
    
    
    283.3
    %
    
    
    222.7
    %
    
    
    60.6
    %General, administrative and other /
total GAAP net revenues and other
income
    
    
    49.2
    %
    
    
    29.7
    %
    
    
    19.5
    %Total expenses / total GAAP net revenues
and other income
    
    
    336.5
    %
    
    
    252.4
    %
    
    
    84.1
    %
  41




---



##### Table of Contents



Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008
 Change in GAAP Expenses between Nine Months Ended
September 30, 2009 and September 30, 2008
(U.S. dollars in thousands)
 Nine Months EndedSeptember 30,2009
    
    
    2008
    
    
    ChangeExpensesCompensation, benefits and profit share
    
    $
    (455,217
    )
    
    $
    (777,130
    )
    
    $
    321,913General, administrative and other
    
    
    (71,452
    )
    
    
    (90,816
    )
    
    
    19,364Amortization of intangible assets
    
    
    (1,834
    )
    
    
    
    
    
    
    (1,834
    )Third party distribution, administration and service fees
    
    
    (1,600
    )
    
    
    
    
    
    
    (1,600
    )Total expenses
    
    $
    (530,103
    )
    
    $
    (867,946
    )
    
    $
    337,843Key ratiosCompensation, benefits and profit
share / total GAAP net revenues and
other income
    
    
    244.6
    %
    
    
    184.0
    %
    
    
    60.6
    %General, administrative and other /
total GAAP net revenues and other
income
    
    
    38.4
    %
    
    
    21.5
    %
    
    
    16.9
    %Total expenses / total GAAP net revenues
and other income
    
    
    284.9
    %
    
    
    205.5
    %
    
    
    79.4
    %
  Non-GAAP Expense Measures
  42




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##### Table of Contents



Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
 Change in Non-GAAP Expenses between Three Months Ended
September 30, 2009 and September 30, 2008
(U.S. dollars in thousands)
 Three Months EndedSeptember 30,2009
    
    
    2008
    
    
    ChangeNon-GAAP expensesGAAP compensation, benefits and profit share
    
    $
    (136,631
    )
    
    $
    (227,387
    )
    
    $
    90,756Add back: Acquisition-related compensation
expense and other compensation costs
    
    
    110,115
    
    
    
    188,005
    
    
    
    (77,890
    )Non-GAAP CBP
    
    
    (26,516
    )
    
    
    (39,382
    )
    
    
    12,866GAAP general, administrative and other
    
    
    (23,709
    )
    
    
    (30,283
    )
    
    
    6,574Third party distribution, service and advisory
    
    
    (935
    )
    
    
    
    
    
    
    (935
    )Non-GAAP total expenses
    
    $
    (51,160
    )
    
    $
    (69,665
    )
    
    $
    18,505Key ratios (based on non-GAAP measures)Non-GAAP CBP / total GAAP net revenues and other income
    
    
    55.0
    %
    
    
    38.6
    %
    
    
    16.4
    %General, administrative and other / total GAAP
net revenues and other income
    
    
    49.2
    %
    
    
    29.7
    %
    
    
    19.5
    %Non-GAAP total expenses / total GAAP net revenues
and other income
    
    
    106.1
    %
    
    
    68.3
    %
    
    
    37.8
    %
  
    
    Lower non-GAAP CBP primarily due to reduced discretionary bonuses and profit share
as a result of lower gross revenues; and
    
    Lower general, administrative, and other expenses due to the implementation of
expense management initiatives.
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Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008
 Change in Non-GAAP Expenses between Nine Months Ended
September 30, 2009 and September 30, 2008
(U.S. dollars in thousands)
 Nine Months EndedSeptember 30,2009
    
    
    2008
    
    
    ChangeNon-GAAP expensesGAAP compensation, benefits and profit share
    
    $
    (455,217
    )
    
    $
    (777,130
    )
    
    $
    321,913Add back: Acquisition-related compensation
expense and other compensation costs
    
    
    365,703
    
    
    
    588,508
    
    
    
    (222,805
    )Non-GAAP CBP
    
    
    (89,514
    )
    
    
    (188,622
    )
    
    
    99,108GAAP general, administrative and other
    
    
    (71,452
    )
    
    
    (90,816
    )
    
    
    19,364Third party distribution, service and advisory
    
    
    (1,600
    )
    
    
    
    
    
    
    (1,600
    )Non-GAAP total expenses
    
    $
    (162,566
    )
    
    $
    (279,438
    )
    
    $
    116,872Key ratios (based on non-GAAP measures)Non-GAAP CBP / total GAAP net revenues and other income
    
    
    48.1
    %
    
    
    44.7
    %
    
    
    3.4
    %General, administrative and other / total GAAP
net revenues and other income
    
    
    38.4
    %
    
    
    21.5
    %
    
    
    16.9
    %Non-GAAP total expenses / total GAAP net revenues and other income
    
    
    87.4
    %
    
    
    66.2
    %
    
    
    21.2
    %
  
    
    Lower non-GAAP CBP primarily due to reduced discretionary bonuses and profit share
as a result of lower gross revenues. These decreases were slightly offset by
additional fixed compensation which included costs related to additional employees from
the SGAM UK acquisition, as well as redundancy charges due to the restructuring of the
SGAM UK acquired business during the second quarter of 2009; and
    
    Lower general, administrative, and other expenses due to the implementation of
expense management initiatives which were partially offset by additional expenses from
the operations acquired with SGAM UK.These decreases were slightly offset by approximately $1.6 million of third party
distribution, service and advisory fees which reflect fund administration costs as well
as cross-selling fees related to the funds acquired as part of SGAM UK.
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Net Interest Expense
 Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
 Change in Net Interest Income/(Expense) between Three Months Ended
September 30, 2009 and September 30, 2008
(U.S. dollars in thousands)
 Three Months EndedSeptember 30,2009
    
    
    2008
    
    
    ChangeInterest income
    
    $
    196
    
    
    $
    2,043
    
    
    $
    (1,847
    )Interest expense
    
    
    (3,051
    )
    
    
    (6,028
    )
    
    
    2,977Net interest expense
    
    $
    (2,855
    )
    
    $
    (3,985
    )
    
    $
    1,130
  
    
    Lower income generating cash balances; and
    
    A decrease in interest yields on those cash balances
  
    
    A decrease in LIBOR interest rates paid on our outstanding term debt;
    
    The overall decrease in our outstanding debt related to our May 2009 debt
restructuring and convertible note issuance; and
    
    The release of deferred gain on extinguishment of debt in the third quarter of 2009
reducing our interest expense on the effective yield basis. There was no corresponding
impact in the third quarter of 2008.
 Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008
 Change in Net Interest Income/(Expense) between Nine Months Ended
September 30, 2009 and September 30, 2008
(U.S. dollars in thousands)
 Nine Months EndedSeptember 30,2009
    
    
    2008
    
    
    ChangeInterest income
    
    $
    845
    
    
    $
    6,685
    
    
    $
    (5,840
    )Interest expense
    
    
    (9,618
    )
    
    
    (18,795
    )
    
    
    9,177Net interest expense
    
    $
    (8,773
    )
    
    $
    (12,110
    )
    
    $
    3,337
  
    
    Lower income generating cash balances; and
    
    A decrease in interest yields on those cash balances.
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
    
    A decrease in LIBOR interest rates paid on our outstanding term debt;
    
    The overall decrease in our outstanding debt related to our May 2009 debt
restructuring and convertible note issuance; and
    
    The release of deferred gain on extinguishment of debt in 2009 reducing our interest
expense on the effective yield basis. There was no corresponding impact in 2008.
 Gain on business combination
  
    
    The recording of the fair value of net assets acquired of $27.6 million,
    
    Offset by the consideration of $6.5 million paid to SGAM UK.
 Gain on extinguishment of debt
  Modifications and
Extinguishments
  Income Taxes
 Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
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Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008
  Non-controlling Interests
 Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
  
    
    $15.6 million for the share of losses attributable to FA Sub 2 Exchangeable
Shareholders under ASC Topic 810 which was adopted as of January 1, 2009;
    
    $2.8 million in cumulative dividends accruing to holders of FA Sub 2 Exchangeable
shares; and
    
    $1.5 million for dividends accruing to holders of FA Sub 2 Exchangeable Shares in
the prior year period.
 Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008
  
    
    $35.9 million for the share of losses attributable to FA Sub 2 Exchangeable
Shareholders under ASC Topic 810 which was adopted as of January 1, 2009;
    
    $1.0 million in cumulative dividends accruing to holders of FA Sub 2 Exchangeable
shares; and
    
    $4.4 million for dividends accruing to holders of FA Sub 2 Exchangeable Shares in
the prior year period.
 Adjusted Net (Loss)/Income
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Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
 Change in Non-GAAP Adjusted Net (Loss)/Income between
Three Months Ended September 30, 2009 and September 30, 2008
(U.S. dollars in thousands)
 Three Months EndedSeptember 30,2009
    
    
    2008
    
    
    ChangeDerivation of non-GAAP adjusted net (loss)/ incomeGAAP loss before non-controlling interest
    
    $
    (114,581
    )
    
    $
    (162,720
    )
    
    $
    48,139Add: Acquisition-related compensation expense
    
    
    110,115
    
    
    
    188,005
    
    
    
    (77,890
    )Add: Amortization of intangible assets
    
    
    1,001
    
    
    
    
    
    
    
    1,001Deduct: Cumulative dividends
    
    
    (71
    )
    
    
    (2,896
    )
    
    
    2,825Deduct: Tax effect of Acquisition-related compensation
expenses
    
    
    (260
    )
    
    
    (553
    )
    
    
    293Deduct: Tax effect of amortization of intangible assets
    
    
    (281
    )
    
    
    
    
    
    
    (281
    )Deduct: Realized gain on available-for-sale investments
    
    
    (1,029
    )
    
    
    
    
    
    
    (1,029
    )Non-GAAP adjusted net (loss)/income
    
    $
    (5,106
    )
    
    $
    21,836
    
    
    $
    (26,942
    )
  
    
    A decrease of $77.9 million of Acquisition-related compensation attributable to the
agreement among principals and trustees;
    
    A reduction of $2.8 million related to the cumulative dividends accruing to holders
of FA Sub 2 Exchangeable Shares.
 Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008
 Change in Non-GAAP Adjusted Net Income between
Nine Months Ended September 30, 2009 and September 30, 2008
(U.S. dollars in thousands)
 Nine Months EndedSeptember 30,2009
        

    2008
    
    
    ChangeDerivation of non-GAAP adjusted net incomeGAAP loss before non-controlling interest
    
    $
    (268,296
    )
    
    $
    (470,427
    )
    
    $
    202,131Add: Realized loss on available-for-sale investments
    
    
    20,188
    
    
    
    
    
    
    
    20,188Add: Acquisition-related compensation expense
    
    
    365,703
    
    
    
    588,508
    
    
    
    (222,805
    )Add: Amortization of intangible assets
    
    
    1,834
    
    
    
    
    
    
    
    1,834Deduct: Gain on business combination  negative goodwill
    
    
    (21,122
    )
    
    
    
    
    
    
    (21,122
    )Deduct: Cumulative dividends
    
    
    (11,218
    )
    
    
    (12,194
    )
    
    
    976Deduct: Tax effect of Acquisition-related compensation
expenses
    
    
    (1,056
    )
    
    
    (6,010
    )
    
    
    4,954Deduct: Tax effect of amortization of intangible assets
    
    
    (514
    )
    
    
    
    
    
    
    (514
    )Non-GAAP adjusted net income
    
    $
    85,519
    
    
    $
    99,877
    
    
    $
    (14,358
    )
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
    
    A decrease of $222.8 million of Acquisition-related compensation attributable to the
agreement among principals and trustees;
    
    Approximately $22.0 million due to the realized loss on available-for-sale
investments in 2009, and amortization of intangible assets; and
    
    A deduction of $21.1 million for the negative goodwill write back (non-cash)
attributable to the business combination related to the SGAM UK acquisition.
 Liquidity and Capital Resources
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Operating Activities
   
    
    Performance Fees. Performance fees are generally received every six months in the
month following crystallization (i.e,. 2009 operating cash flows will be the result of
receipts of June 2009 and December 2008 performance fees). Lower performance fees
contributed 358.2 million to the decrease in operating cash flows compared to the same
period in 2008.
    
    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, 2009 compensation cash flows are largely
influenced by discretionary compensation and discretionary limited partner profit share
paid in respect of 2008 business performance). Operating cash outflows from
compensation, benefits and profit share were $361.7 million lower as a result of a
reduction in the level of accrued compensation.
    
    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.
Management and administration, service and distribution fees contributed a decrease of
$231.9 million due to lower average net AUM.
    
    General and Administrative. Cash outflow from general and administrative expenses
were lower by $4.2 million as a result of the implementation of cost management
initiatives.
  Investing Activities
   
    
    Redemption of securities. In 2009, the redemption of securities net of securities
purchased contributed $47.3 million. There were no corresponding redemptions in 2008.
    
    Purchases of subsidiaries. In 2009 and 2008 we purchased the following subsidiaries
  GLG, Inc. in 2008 and SGAM UK in 2009. The purchase of GLG, Inc. in 2008, resulted
in a cash usage of $2.5 million, whereas cash (net of purchase consideration) acquired
with SGAM UK contributed $7.3 million.
    
    Purchase of property and equipment. We reduced our capital expenditure on property
and equipment by $5.8 million.
 Financing Activities
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
    
    Issuance of Convertible Notes. In May and June 2009, we issued $228.5 million
aggregate principal amount of convertible notes.
    
    Loan Repayments. As a result of our outstanding loans, we are required to make
periodic repayments. As part of the loan restructuring in May 2009, we made loan
repayments of $170.7 million.
    
    Distributions to principals and trustees. During the 2008 period, we made payments
of $118.4 million to former GLG Shareowners in connection with the Acquisition.
    
    Share repurchases. During the 2009 period, we repurchased shares of common stock in
the amount of $67.0 million as opposed to repurchases in the 2008 period of $4.0
million.
    
    Warrant repurchases. During the 2008 period, we repurchased warrants for $37.6
million. There were no corresponding repurchases during the 2009 period.
    
    Debt Issuance Costs. As a result of the transaction in the 2009 period, $12.5
million of debt issuance costs were incurred.
    
    Dividends paid. Cash outflows of $10.7 million were paid in the 2008 period for
dividends paid to our shareowners. There have been no dividends paid in the 2009
period.
    
    Warrant exercises. During the 2008 period there were warrant exercises which
contributed $2.6 million. There were no corresponding warrant exercises in the 2009
period.
 Off-Balance Sheet Arrangements
  Contractual Obligations, Commitments and Contingencies
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Future Loan Principal Payments
 Year Ended December 31,2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    Thereafter
    
    Total(Dollars in thousands)$ 
    
    $
    
    
    
    $
    142,750
    
    
    $
    142,750
    
    
    $
    
    
    
    $
    228,500
    
    
    $
    514,000
  Future Loan Interest Payments
 Year Ended December 31,2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    Thereafter
    
    Total(Dollars in thousands)$8,334
    
    $
    17,795
    
    
    $
    16,610
    
    
    $
    13,335
    
    
    $
    11,425
    
    
    $
    4,284
    
    
    $
    71,964
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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
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Market Risk
  Exchange Rate Risk
    Interest Rate Risk
  54




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Item 4. Controls and Procedures
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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  Commission des Sanctions
  
 Item 1A. Risk Factors.
  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.
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
    
    The investment performance of the GLG Funds and managed accounts may be negatively
impacted. Negative fund performance reduces AUM, which decreases the management fees,
administration fees and performance fees we earn. Lower revenues may result in lower
adjusted net income and, therefore, reduced amounts available for dividends on our
shares of common stock or increased risk that we will be unable to comply with
financial covenants in our credit facility.
    
    Performance fees, which historically have comprised a substantial portion of our
annual revenues, are largely contingent on the GLG Funds and managed accounts
generating positive annual investment performance in excess of high water marks or
generating investment performance in excess of certain benchmarks. We may be unable to
reach profitability in the future without substantial growth in performance fees.
 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.
   Fluctuations in currency exchange rates could materially affect our business, results of operations
and financial condition.
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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.
   Investors in the GLG Funds and investors with managed accounts can generally redeem investments
with only short periods of notice and the rate of redemptions could accelerate if the GLG Funds and
managed accounts underperform, 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.
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We may face further redemptions from the GLG Funds and managed accounts for reasons not
specifically related to investment performance, which may further reduce AUM or adversely impact
our ability to attract new investments, resulting in a material adverse effect on our business,
results of operations or financial condition.
  We are dependent on the continued services of Noam Gottesman, Pierre Lagrange and Emmanuel Roman
(the 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.
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If we experience rapid growth, whether through attracting new investments, acquiring other asset
management businesses or otherwise, it may place significant demands on our administrative,
operational and financial resources.
  
    
    in maintaining adequate financial and business 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.
   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 certain
illiquid private placement investments, could have a material adverse effect on our business.
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
    
    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 to each GLG Fund. 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 certain
limited circumstances as specified in the prospectuses for the respective GLG Funds.
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. As of
December 31, 2008, approximately $1.5 billion of AUM were in GLG Funds for which the
related fund boards of directors had suspended redemptions, which had decreased to
approximately $0.3 billion of AUM as of September 30, 2009. The funds included: The
GLG MMI Enhanced II Fund, GLG Global Utilities Fund, GLG Credit Fund, GLG MMI Enhanced
Fund, and GLG Event Driven Fund. We continue to receive full management and
administration fees related to these funds; and
    
    side-pocketing certain illiquid private placement and other not readily realizable
investments, including claims to recover assets, cash or receivables from LBIS. 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.
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Operational risks may disrupt our business, result in losses or limit our growth.
     Our business may suffer as a result of loss of business from key private and institutional
investors.
  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.
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 Commission des Sanctions
   We are subject to intense competition and could lose business to our competitors.
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Certain of our investment management and advisory agreements are subject to termination on short
notice.
 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.
  Our insurance arrangements may not be adequate to protect us.
  We use substantial amounts of leverage to finance our business, which exposes us to substantial
risks.
  An increase in our borrowing costs may adversely affect our earnings and liquidity.
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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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
    
    registration with the SEC;
    
    maintaining books and records required by the SEC;
    
    cooperation with SEC examination or information requests;
    
    filing of annual public information statements which would include, among other
things:
 
    
    the names and addresses of beneficial owners, any company with an
ownership interest in the fund and the funds primary accountant and primary
broker;
    
    an explanation of the structure of ownership in the fund;
    
    a statement of any minimum required investment;
    
    the total number of limited partners, members or other investors; and
    
    the current value of the funds assets and AUM; and
 
    
    the establishment of certain anti-money laundering programs, policies and procedures
that are reasonably designed to identify non-U.S. investors and their beneficial
owners.
  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.
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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.
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Some of the GLG Funds and managed accounts are subject to emerging markets risks.
   Many of the GLG Funds invest in foreign countries and securities of issuers located outside of the
United States and the United Kingdom, which may involve foreign exchange, political, social and
economic uncertainties and risks.
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There are risks associated with the GLG Funds investments in high yield and distressed debt.
  Fluctuations in interest rates may significantly affect the returns derived from the GLG Funds
investments.
  The GLG Funds are subject to risks due to potential illiquidity of assets.
  There are risks associated with the GLG Funds use of leverage.
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In the current tight credit environment, 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.
   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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Following the collapse of Lehman Brothers, the GLG Funds and several GLG clients with managed
accounts have claims as creditors and/or as trust asset claimants against Lehman Brothers
International (Europe) (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.
     
    
    amounts which LBIE was required to treat as client money under the rules of the U.K.
Financial Services Authority and not use in the course of its business were and are, in
fact, so held, and that any shortfall in recoveries of client monies will not exceed
reserves established to date by the GLG Funds;
    
    even though LBIE or its affiliates may be entitled to withhold assets to satisfy any
net indebtedness owed to them, there will be no material shortfall in the recovery of
assets held on trust by LBIE as a custodian, or by LBI as a sub-custodian for LBIE, or
by any other sub-custodian appointed by LBIE with regard to the assets of a GLG Fund,
and, to the extent there is a shortfall, GLG Funds will be able to effect setoff
against and to the extent of any amount owing by a GLG Fund to LBIE;
    
    the information we have received to date from the administrators of LBIE in relation
to the re-hypothecation of GLG Fund assets by LBIE is true and accurate;
    
    unsettled transactions between GLG Funds and LBIE at the time LBIE entered into
administration proceedings will be determined on the basis of a cash settlement of
those trades, in accordance with contractual agreements between the affected GLG Fund
and LBIE, or cancelled, in each case, as determined by us;
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
    
    the cash settlement amounts for terminated over-the-counter derivatives and other
transactions will be as determined by us in accordance with contractual documentation;
    
    the recovery on amounts estimated to be unsecured claims against LBIE will not be
materially greater or lesser than currently estimated by the GLG Funds; and
    
    there are no other facts or factors, which if known to us,
would lead us to conclude that the business of LBIE was conducted
otherwise than in accordance with the contractual documentation or
that any of our assumptions is incorrect.
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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.
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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.
  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.
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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.
  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.
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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.
 We are a controlled company within the meaning of the NYSE Listed Company Manual as of September
30, 2009 and, as a result,  rely on exemptions from certain corporate governance
standards, which may limit the presence of independent directors on our board of directors or board
committees.
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Certain provisions in our organizational documents and Delaware law make it difficult for someone
to acquire control of us.
   An active market for our common stock may not develop.
  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;
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
    
    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 have announced that we do not intend to pay, and may not be able to pay in the future, dividends
on our common stock.
  To complete the Acquisition, we incurred a large amount of debt, which will limit our ability to
fund general corporate requirements and obtain additional financing, limit our flexibility in
responding to business opportunities and competitive developments and increase our 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;
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
    
    we may have to use our working capital to fund these fixed costs instead of funding
general corporate requirements, including capital expenditures; and
    
    we may not have sufficient liquidity to respond to business opportunities,
competitive developments and adverse economic conditions.
  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 is 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.
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We may choose to redeem our outstanding warrants at a time that is disadvantageous to our warrant
holders.
  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.
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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.
  Recent changes in U.K. tax laws may impact our ability to recruit, maintain and motivate our
current and future personnel working in the United Kingdom.
  Our tax position might change as a result of a change in tax laws.
      
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Share Repurchases
  81




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Maximum Approx.Total Number of
    
    Dollar Value ofShares Purchased as
    
    Shares that may yetTotal Number
    
    
    
    
    
    Part of Publicly
    
    be Purchased UnderShares
    
    Average Price
    
    Announced Plans or
    
    the Plans orPeriod
    
    Repurchased
    
    Paid Per Share
    
    Programs
    
    ProgramsJuly 1-31, 2009
    
    
    605,167
    
    
    $
    4.08
    
    
    
    605,167
    
    
    $
    42,188,801August 1-31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    42,188,801September 1-30, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    42,188,801Total
    
    
    605,167
    
    
    
    
    
    
    
    605,167
 82




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Item 6. Exhibits
 Exhibit No.
    
    Description10.1
    
    Form of Restricted Stock Award Agreement for US Employees
under the Companys 2009 Long-Term Incentive Plan.10.2
    
    Form of Restricted Stock Award Agreement for US Non-Employee
Directors under the Companys 2009 Long-Term Incentive Plan.10.3
    
    Form of Restricted Stock Award Agreement for UK Employees
under the Companys 2009 Long-Term Incentive Plan.10.4
    
    Form of Restricted Stock Award Agreement for UK Limited
Partners under the Companys 2009 Long-Term Incentive Plan.31.1
    
    Certification of Periodic Report by the Co-Chief Executive
Officer Pursuant to Rule 13a-15(e) or 15d-15(e) of the
Exchange Act.31.2
    
    Certification of Periodic Report by the Co-Chief Executive
Officer Pursuant to Rule 13a-15(e) or 15d-15(e) of the
Exchange Act.31.3
    
    Certification of Periodic Report by the Chief Financial
Officer Pursuant to Rule 13a-15(e) or 15d-15(e) of the
Exchange Act.32.1
    
    Certification of Periodic Report by the Co-Chief Executive
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350.32.2
    
    Certification of Periodic Report by the Co-Chief Executive
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350.32.3
    
    Certification of Periodic Report by the Chief Financial
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350.
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SIGNATURE
  GLG PARTNERS, INC.
(Registrant)Date:  November 9, 2009
    By
    /s/ Noam GotttesmanName:
    Noam GottesmanTitle:
    Chairman of the Board and Co-Chief Executive 84




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EXHIBIT INDEX
 Exhibit No.
    
    Description10.1
    
    Form of Restricted Stock Award Agreement for US Employees
under the Companys 2009 Long-Term Incentive Plan.10.2
    
    Form of Restricted Stock Award Agreement for US Non-Employee
Directors under the Companys 2009 Long-Term Incentive Plan.10.3
    
    Form of Restricted Stock Award Agreement for UK Employees
under the Companys 2009 Long-Term Incentive Plan.10.4
    
    Form of Restricted Stock Award Agreement for UK Limited
Partners under the Companys 2009 Long-Term Incentive Plan.31.1
    
    Certification of Periodic Report by the Co-Chief Executive
Officer Pursuant to Rule 13a-15(e) or 15d-15(e) of the
Exchange Act.31.2
    
    Certification of Periodic Report by the Co-Chief Executive
Officer Pursuant to Rule 13a-15(e) or 15d-15(e) of the
Exchange Act.31.3
    
    Certification of Periodic Report by the Chief Financial
Officer Pursuant to Rule 13a-15(e) or 15d-15(e) of the
Exchange Act.32.1
    
    Certification of Periodic Report by the Co-Chief Executive
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350.32.2
    
    Certification of Periodic Report by the Co-Chief Executive
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350.32.3
    
    Certification of Periodic Report by the Chief Financial
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350.
 85