1407539--2/17/2009--Liberty_Acquisition_Holdings

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If we dissolve and liquidate before consummating a business combination, our public stockholders will receive less than $10.00 per share on distribution of trust account funds and our warrants will expire worthless. You will not receive protections normally afforded to stockholders of certain blank check companies. We have one year longer than most other blank check companies to effect a business combination. If third parties bring claims against us, the proceeds held in trust may be reduced and the per share liquidation price received by you will be less than $9.82 per share. Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them. We will dissolve and liquidate if we do not consummate a business combination, in which case our public stockholders will receive less than $10.00 per share on distribution. If we do not consummate a business combination and dissolve, payments from the trust account to our public stockholders may be delayed. Since we have not yet selected a particular industry or any target business with which to complete a business combination, you will be unable to currently ascertain the merits or risks of the industry or business in which we may ultimately operate. Your only opportunity to evaluate and affect the investment decision regarding a potential business combination will be limited to voting for or against the business combination submitted to our stockholders for approval. We may require stockholders who wish to redeem their shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights. We will proceed with a business combination even if public stockholders owning in the aggregate one share less than 30% of the shares sold in our initial public offering exercise their redemption rights. We will not be required to obtain a fairness opinion from an independent investment banking firm as to the fair market value of the target business unless the Board of Directors is unable to independently determine the fair market value. If we issue capital stock or redeemable debt securities to complete a business combination, your equity interest in us could be reduced or there may be a change in control of our company. If we acquire a company by issuing debt securities, our post-combination operating results may decline due to increased interest expense or our liquidity may be adversely affected by an acceleration of our indebtedness. Our officers and directors may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following a business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous. Our sponsors, Berggruen Holdings and Marlin Equities, currently control us and may influence certain actions requiring a stockholder vote. Our founders may purchase additional units or shares of our common stock and thus may exert additional influence on certain actions requiring a stockholder vote. Messrs. Berggruen and Franklin and our other officer and directors are or may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us, and may have conflicts of interest in allocating their time and business opportunities. Neither Berggruen Holdings nor Berggruen Holdings Ltd is obligated to provide us with first review of any business opportunities below $750.0 million and we have agreed not to pursue any business opportunities that Jarden Corporation might consider. Resources could be wasted in researching acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. Each of our founders may have a conflict of interest in deciding if a particular target business is a good candidate for a business combination. Unless we complete a business combination, Mr. Berggruen and our other officer and directors will not receive reimbursement for any out-of-pocket expenses they incur if such expenses exceed the amount not in the trust account. Therefore, they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination and in the public stockholders best interest. We will probably complete only one business combination with the proceeds of our initial public offering, meaning our operations will depend on a single business that is likely to operate in a non-diverse industry or segment of an industry. If we do not conduct an adequate due diligence investigation of a target business with which we combine, we may be required to subsequently take write-downs or write-offs, restructuring, and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment. We depend on the limited funds available outside of the trust account and a portion of the interest earned on the trust account balance to fund our search for a target business or businesses and to complete our initial business combination. We may be unable to obtain additional financing if necessary to complete a business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. Our outstanding warrants may adversely affect the market price of our common stock and make it more difficult to effect a business combination. The grant of registration rights to our founders may make it more difficult to complete a business combination, and the future exercise of such rights may adversely affect the market price of our common stock. You will not be able to exercise your warrants if we don t have an effective registration statement in place when you desire to do so. If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination. Companies with similar business plans to ours have had limited success in completing a business transaction. There can be no assurance that we will successfully identify a potential target business, or complete a business combination. We are dependent upon Mr. Berggruen, Mr. Franklin and Berggruen Holdings Ltd s investment professionals and the loss of any of them could adversely affect our ability to operate. The NYSE Alternext U.S. (f/k/a the American Stock Exchange) may delist our securities which could limit stockholders ability to make transactions in our securities and subject us to additional trading restrictions. Since we may acquire a target business that is located outside the United States, we may encounter risks specific to one or more countries in which we ultimately operate.

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1407539--2/17/2009--Liberty_Acquisition_Holdings_Corp.