8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 3, 2007
Freedom Acquisition Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33217
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20-5009693 |
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer |
of incorporation)
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File Number)
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Identification No.) |
1114 Avenue of the Americas, 41st Floor
New York, New York 10036
(Address of principal executive offices)
Registrants telephone number, including area code: (212) 380-2230
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
INFORMATION TO BE INCLUDED IN THE REPORT
ON JULY 12, 2007, FREEDOM ACQUISITION HOLDINGS, INC. (FREEDOM) FILED WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION (THE SEC) A PRELIMINARY PROXY STATEMENT IN CONNECTION WITH THE
PROPOSED ACQUISITION OF GLG PARTNERS LP AND ITS AFFILIATED ENTITIES (COLLECTIVELY, GLG) AND
INTENDS TO MAIL A DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS TO FREEDOM STOCKHOLDERS.
STOCKHOLDERS OF FREEDOM AND OTHER INTERESTED PERSONS ARE ADVISED TO READ FREEDOMS PRELIMINARY
PROXY STATEMENT, THE DEFINITIVE PROXY STATEMENT, WHEN IT BECOMES AVAILABLE, AND ANY OTHER RELEVANT
DOCUMENTS FILED BY FREEDOM WITH THE SEC IN CONNECTION WITH FREEDOMS SOLICITATION OF PROXIES FOR
THE SPECIAL MEETING TO BE HELD TO APPROVE THE ACQUISITION BECAUSE THESE DOCUMENTS CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT GLG, FREEDOM AND THE PROPOSED ACQUISITION. THE DEFINITIVE PROXY
STATEMENT WILL BE MAILED TO STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE
PROPOSED ACQUISITION. STOCKHOLDERS MAY OBTAIN A COPY OF THE PRELIMINARY PROXY STATEMENT AND
DEFINITIVE PROXY STATEMENT, WHEN AVAILABLE, WITHOUT CHARGE, AT THE SECS INTERNET SITE AT
HTTP://WWW.SEC.GOV OR BY DIRECTING A REQUEST TO: FREEDOM ACQUISITION HOLDINGS, INC., 1114 AVENUE OF
THE AMERICAS, 41ST FLOOR, NEW YORK, NEW YORK 10036, TELEPHONE (212) 380-2230.
FREEDOM AND ITS DIRECTORS AND OFFICERS MAY BE DEEMED PARTICIPANTS IN THE SOLICITATION OF
PROXIES FROM FREEDOMS STOCKHOLDERS. A LIST OF THE NAMES OF THOSE DIRECTORS AND OFFICERS AND
DESCRIPTIONS OF THEIR INTERESTS IN FREEDOM IS CONTAINED IN FREEDOMS PROSPECTUS DATED DECEMBER 21,
2006, WHICH IS FILED WITH THE SEC, AND WILL ALSO BE CONTAINED IN FREEDOMS PROXY STATEMENT WHEN IT
BECOMES AVAILABLE. FREEDOMS STOCKHOLDERS MAY OBTAIN ADDITIONAL INFORMATION ABOUT THE INTERESTS OF
ITS DIRECTORS AND OFFICERS IN THE ACQUISITION BY READING FREEDOMS PRELIMINARY PROXY STATEMENT AND
THE DEFINITIVE PROXY STATEMENT WHEN EACH BECOMES AVAILABLE.
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Item 8.01. Other Events.
Earnings Release
On August 3, 2007, GLG Partners (GLG) released its earnings for the second fiscal quarter of
2007, and Freedom Acquisition Holdings, Inc. (Freedom) is furnishing a copy of the earnings
release issued by GLG to the Securities and Exchange Commission as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.
GLG presents certain financial measures, such as adjusted net income and comprehensive limited
partner profit share, compensation and benefits, that are not prepared in accordance with U.S.
generally accepted accounting principles, or GAAP, in addition to financial results prepared in
accordance with GAAP. See the discussion in the earnings release under Non-GAAP Financial
Measures. GLGs management uses these non- GAAP financial measures in its evaluation of GLGs
core results of operations and trends between fiscal periods and believes these measures are an
important component of its internal performance measurement process. GLGs management also
prepares forecasts for future periods on a basis consistent with these non-GAAP financial measures.
Under the credit facility expected to be entered into in connection with the acquisition, Freedom
and its subsidiaries will be required to maintain compliance with certain financial covenants based
on adjusted earnings before interest expense, provision for income taxes, depreciation and
amortization, or adjusted EBITDA, which is calculated based on the non-GAAP adjusted net income
measure, further adjusted to add back interest expense, provision for income taxes, depreciation
and amortization. Non-GAAP adjusted net income has certain limitations in that it may
overcompensate for certain costs and expenditures related to GLGs business and may not be
indicative of the cash flows from operations as determined in accordance with GAAP.
Updated Presentation
Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by
reference is the form of updated presentation to be used by GLG and Freedom, which updates the
transaction presentation previously filed on June 25, 2007.
Item 9.01. Financial Statements and Exhibits.
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99.1 |
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Earnings Release of GLG dated August 3, 2007. |
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99.2 |
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Form of Updated Presentation. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FREEDOM ACQUISITION HOLDINGS, INC.
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By: |
/s/ Jared Bluestein
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Jared Bluestein |
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Secretary |
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Date: August 3, 2007
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EXHIBIT INDEX
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Exhibit Number |
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Description |
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99.1 |
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Earnings Release of GLG dated August 3, 2007. |
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99.2 |
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Form of Updated Presentation. |
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