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): June 22, 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
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
INFORMATION TO BE INCLUDED IN THE REPORT
COMMENCING
SHORTLY AFTER THE FILING OF THIS REPORT, GLG PARTNERS LP AND ITS
AFFILIATED ENTITIES (COLLECTIVELY, GLG) AND FREEDOM
ACQUISITION HOLDINGS, INC. (FREEDOM) ARE HOLDING
PRESENTATIONS FOR CERTAIN CLIENTS OF GLG AND STOCKHOLDERS OF FREEDOM,
AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN INVESTING IN
FREEDOMS SECURITIES, REGARDING FREEDOMS PROPOSED
ACQUISITION (THE ACQUISITION) OF GLG, AS DESCRIBED IN
THIS CURRENT REPORT ON FORM 8-K. CERTAIN INFORMATION CONTAINED IN
THIS CURRENT REPORT ON FORM 8-K AND THE EXHIBITS HERETO MAY BE DISTRIBUTED TO
PARTICIPANTS AT SUCH PRESENTATIONS.
FREEDOM INTENDS TO FILE WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION (THE SEC) A PRELIMINARY PROXY STATEMENT IN CONNECTION WITH THE PROPOSED
ACQUISITION AND TO MAIL A DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS TO FREEDOM
STOCKHOLDERS. STOCKHOLDERS OF FREEDOM AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN
AVAILABLE, FREEDOMS PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND DEFINITIVE PROXY
STATEMENT IN CONNECTION WITH FREEDOMS SOLICITATION OF PROXIES FOR THE SPECIAL MEETING TO BE HELD
TO APPROVE THE PROPOSED ACQUISITION BECAUSE THESE PROXY STATEMENTS 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 WILL ALSO BE ABLE TO OBTAIN A COPY OF THE PRELIMINARY AND DEFINITIVE
PROXY STATEMENTS, WITHOUT CHARGE, ONCE AVAILABLE, 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 CHIEF EXECUTIVE OFFICER MAY BE DEEMED PARTICIPANTS IN THE
SOLICITATION OF PROXIES FROM FREEDOMS STOCKHOLDERS. A LIST OF THE NAMES OF THOSE DIRECTORS AND
THE CHIEF EXECUTIVE OFFICER 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 CHIEF EXECUTIVE OFFICER IN
THE PROPOSED ACQUISITION BY READING FREEDOMS PROXY STATEMENT WHEN IT BECOMES AVAILABLE.
CERTAIN
FINANCIAL INFORMATION AND DATA OF GLG CONTAINED IN THIS CURRENT
REPORT ON FORM 8-K AND THE EXHIBITS HERETO IS UNAUDITED AND PREPARED
BY GLG AS A PRIVATE COMPANY, AND MAY NOT CONFORM TO SEC REGULATION
S-X. ACCORDINGLY, SUCH INFORMATION AND DATA MAY BE ADJUSTED AND
PRESENTED DIFFERENTLY IN FREEDOMS PROXY STATEMENT TO SOLICIT
STOCKHOLDER APPROVAL OF THE PROPOSED ACQUISITION.
NOTHING
IN THIS CURRENT REPORT ON FORM 8-K OR THE EXHIBITS HERETO SHOULD BE
CONSTRUED AS, OR IS INTENDED TO BE, A SOLICITATION FOR OR AN OFFER TO
PROVIDE INVESTMENT ADVISORY SERVICES.
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Item 1.01. Entry into a Material Definitive Agreement.
General
On June 22, 2007, Freedom Acquisition Holdings, Inc. (Freedom) entered into a purchase
agreement pursuant to which, through three wholly-owned subsidiaries, it has agreed to acquire,
directly or indirectly (the Acquisition), GLG Partners Limited, GLG Holdings Limited, Mount
Granite Limited, Albacrest Corporation, Liberty Peak Limited, GLG Partners Services Limited, Mount
Garnet Limited, Betapoint Corporation, Knox Pines Limited, GLG Partners (Cayman) Limited (GPCL)
and GLG Partners Asset Management Limited (each, a GLG Entity and collectively, the GLG
Entities). The term GLG refers to the combined business and operations of the GLG Entities and
their subsidiaries and affiliates, including GLG Partners LP, GLG Partners Services LP, Laurel
Heights LLP and Lavender Heights LLP. The Acquisition will be accounted for as a reverse
acquisition, with GLG as the acquiring party and Freedom as the acquired party. The combined
company will be renamed GLG Partners, Inc.
GLG
GLG is a leading alternative asset manager which offers its base of long-standing, prestigious
clients a diverse range of investment products and account management services. GLGs focus is on
preserving clients capital and achieving consistent, superior absolute returns with low volatility
and low correlations to both the equity and fixed income markets. Since its inception in 1995, GLG
has built on the roots of its founders in the private wealth management industry to develop into
one of the worlds largest and most recognized alternative investment managers, while maintaining
its tradition of client-focused product development and customer service. GLG is the largest
independent alternative asset manager in Europe and the eleventh
largest alternative asset manager in the world. As of June 1,
2007, GLG had over $20
billion in gross assets under management.
GLG
uses a multi-strategy approach, managing over 40 funds, as well as
managed accounts for high net worth individuals and institutions, across equity, credit, convertible
and emerging markets products with low correlations of returns across product asset classes.
GLG believes that the diversity of these products and strategies provides GLG with more
stable performance fee revenue than more narrowly-focused alternative investment managers.
Headquartered in London, GLG has built an experienced and highly-regarded investment
management team of 93 investment professionals and supporting staff of 178 personnel, representing
decades of experience in the alternative asset management industry. This deep team of talented and
dedicated professionals includes a significant number of people who have worked with GLG since
before 2000. In addition, GLG receives dedicated research and administrative services with respect
to GLGs U.S.-focused investment strategies from GLG Inc., an independently owned dedicated service
provider based in the United States with 27 personnel. GLG has recently
agreed to acquire GLG Inc. subject to certain conditions, including
registration by GLG Inc. and GLG Partners LP (to the extent required by applicable law) as
investment advisers under the U.S. Investment Advisers Act of 1940.
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GLG has developed a highly scalable investment platform, infrastructure and support system,
which represents a combination of world-class investment talent,
cutting-edge technology and rigorous risk management and controls. Founded in 1995 as a division
of Lehman Brothers International (Europe), GLG became an independent business in 2000, with a
subsidiary of Lehman Brothers Holdings Inc. holding a minority interest. GLGs principals
are two of its original founders, Noam Gottesman, Co-Chief Executive Officer, and Pierre
Lagrange, Managing Director, and a third principal, Emmanuel Roman, who joined GLG as Co-Chief
Executive Officer in 2005.
The Purchase Agreement
The following is a summary of the material terms of the purchase agreement, a copy of which is
attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The parties to the purchase agreement are:
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Freedom, a Delaware corporation; |
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FA Sub 1 Limited, FA Sub 2 Limited and FA Sub 3 Limited, each a newly formed British
Virgin Islands business company and a wholly-owned subsidiary of Freedom (together with Freedom,
the Freedom Group); |
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Jared Bluestein, as the Freedom Groups representative; |
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Noam Gottesman, as the GLG Groups Representative; |
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Lehman (Cayman Islands) Ltd, Noam Gottesman, Pierre Lagrange, Emmanuel Roman,
Jonathan Green, Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG
Trust, Jeffrey A. Robins, in his capacity as trustee of the Roman GLG Trust, G&S
Trustees Limited, in its capacity as trustee of the Lagrange GLG Trust, Abacus (C.I.)
Limited, in its capacity as trustee of the Green GLG Trust, Lavender Heights Capital
LP, Ogier Fiduciary Services (Cayman) Limited, in its capacity as
trustee of the Green
Hill Trust, Sage Summit LP and Ogier Fiduciary Services (Cayman) Limited, in its
capacity as trustee of the Blue Hill Trust (collectively, the GLG Group). |
At the closing of the Acquisition, FA Sub 1 Limited, FA Sub 2 Limited and FA Sub 3 Limited, as
the buyers, will acquire all outstanding equity interests of the GLG Entities, and each GLG Entity
will continue as an operating company and become a wholly or majority-owned subsidiary of Freedom.
Purchase Price
At the closing and subject to certain adjustments as described below, the Freedom Group will
pay the GLG Group for all outstanding equity interests of the GLG Entities the aggregate purchase
price consisting of:
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$1.0 billion, to be allocated between cash and loan notes if
certain members of the GLG Group elect to receive such notes in lieu of all or a
portion of the cash consideration to such person; |
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230,000,000 shares of Freedom common stock and common stock equivalents, which
include: |
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138,136,070 shares of Freedom common stock; |
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58,923,874 exchangeable Class B ordinary shares of FA Sub 2 Limited, which are
exchangeable for 58,923,874 shares of Freedom common stock; and |
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32,940,056 ordinary shares of FA Sub 1 Limited, which are subject to certain put
rights to Freedom and call rights by Freedom, payable upon exercise by delivery of
32,940,056 shares of Freedom common stock; and |
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58,923,874 shares of Freedom Series A voting preferred
stock, which carry only voting rights and nominal economic rights. |
After the
closing, the aggregate purchase price paid to the GLG Group will be subject to a
possible adjustment on a dollar-for-dollar basis, to the extent the net cash amount of the GLG
Entities as of the closing date is higher
or lower than a specified baseline amount, as calculated by the
Freedom Groups representative, on each of the following adjustment dates: (1) 10 business days after the
closing, (2) January 31, 2008, and (3) 10 business days after receipt by the Freedom Group of the
audited financial statements of GLG for fiscal year 2007.
Closing
The closing of the Acquisition will take place on the third business day following the
satisfaction or waiver of all closing conditions, or such other date as the GLG Groups
representative and Freedom may agree. It is
expected that the closing will take place early in the fourth calendar quarter of 2007.
Representations and Warranties
The purchase agreement contains customary representations and warranties made by certain
members of the GLG Group, with respect to GLG, on the one hand, and the Freedom Group, on the other
hand, to each other.
Covenants
Each party to the purchase agreement has agreed to perform customary covenants in the purchase
agreement. The principal covenants are as follows:
Conduct of Business. For the period prior to completion of the Acquisition or termination of
the purchase agreement and except as expressly permitted by the purchase agreement, (1) the Freedom
Group
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will conduct, and the GLG Group will cause GLG to conduct, their respective businesses in the
ordinary course consistent with past practices and (2) will not cause or permit GLG to undertake
certain kinds of transactions.
The purchase agreement generally does not restrict the declaration or payment of any dividend
or distribution by any of the GLG Entities in respect of their earnings or surplus for any period ending on or prior to the closing date.
Freedom Proxy Statement and Stockholders Meeting. Freedom has agreed to prepare and file a
proxy statement with the U.S. Securities and Exchange Commission and any other filing required under the
securities laws or any other federal, foreign or blue sky laws, and to call and hold a meeting of
its stockholders for the purpose of seeking the approval of the Acquisition by its stockholders.
GLG has agreed to provide the required information with respect to its business in the proxy
statement.
Directors and Officers of Freedom After Closing. Freedom and the GLG Group will take all
necessary actions to appoint and elect certain officers and directors, including those nominated by
the GLG Group, of Freedom and its subsidiaries to serve in such positions immediately after the
closing.
Financing
at Closing. Freedom and the GLG Groups representative will
use their reasonable efforts to take, or cause to be taken,
all necessary and proper actions to arrange for financing of the Acquisition by a reputable
financial institution. If any portion of the original financing becomes unavailable, (1) the
parties will use their reasonable efforts to arrange for alternative equity or debt financing from
alternative sources in an amount sufficient to consummate the Acquisition, and (2) the termination
date of the purchase agreement will be extended for a period of
12 months. See Financing Commitment Letter below.
Conditions to the Completion of the Acquisition
The obligations of the GLG Group and the Freedom Group to complete the Acquisition are subject
to the satisfaction or waiver by the other group at or prior to the closing date of various
customary conditions, including the receipt of all required
regulatory approvals and consents, the
approval of the Acquisition by Freedoms stockholders and the availability for funding on the
closing date of the entire amount that may be borrowed under the credit facility by FA Sub 3
Limited.
The GLG Groups obligation to complete the Acquisition is also subject to receipt of the
copies of the resolutions of Freedoms board of directors authorizing the proposed 2007
Long-Term Incentive Plan of Freedom (the LTIP) providing for stock-based awards to employees,
directors and other service providers and the reservation for issuance of the Freedom common stock
issuable pursuant to the LTIP and pursuant to the terms of the exchangeable Class B ordinary shares
of FA Sub 2 Limited, the put and call rights with respect to ordinary shares of FA Sub 1 Limited
and the Support Agreement to be entered into by and between Freedom and FA Sub 2 Limited.
Termination
The purchase agreement may be terminated and the Acquisition abandoned at any time prior to
the closing of the Acquisition:
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by mutual written agreement of Freedom and the GLG Groups representative; |
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by either group, if the closing has not occurred before the termination date of
December 31, 2007, or December 21, 2008 if any portion of the original financing
described above under CovenantsFinancing at Closing becomes unavailable; |
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by either group, if there is any law or court or governmental order, which is not
subject to appeal or has become final, that makes consummation of the Acquisition
illegal or otherwise prohibited; |
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by either group, if there has been a breach of any representation, warranty,
covenant or agreement by the other group that would cause (1) a representation or
warranty that is (a) qualified by materiality to not be true and correct in all
respects or (b) not so qualified to not be true in all material respects or (2) a
required covenant or agreement not to be performed, unless such breach is curable
and the group continues to exercise reasonable best efforts to cure it; or |
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by either group, if the required approvals of Freedoms stockholders related to the
Acquisition are not obtained. |
In the event of termination of the purchase agreement, the purchase agreement will become void
and have no effect, without any liability on the part of either group or its affiliates or
representatives, except that each group will still be liable for any breach of the purchase
agreement.
Survival
All representations, warranties, covenants and obligations in the purchase agreement or the
transaction documents will survive the closing, except that no claim for indemnification based on a
breach of any representation and warranty of any party or in relation to the income tax claims
described below may be made after the date that is (1) in the case of certain designated
representations of Freedom and the GLG Group, 30 days after the expiration of the longest
applicable statute of limitations, (2) in the case of any breach of the representations and
warranties made by the members of the GLG Group relating to the tax status of GLG or the indemnity
for the income tax claims defined below, the period of the applicable tax statute of limitations in
the relevant jurisdiction, and (3) in any other case, one year after the closing date.
Indemnification
After the closing, the members of the GLG Group will indemnify the Freedom Group and their
representatives and affiliates from and against all damages arising from:
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any breach of any representation and warranty made by the members of the GLG Group
in the purchase agreement, except for representations and warranties relating to income
taxes; |
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any breach of any covenant, agreement or other obligation of the members of the GLG
Group contained in the purchase agreement or the transaction documents, except for
covenants, agreements or other obligations relating to income taxes; |
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certain legal and regulatory proceedings; |
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all income taxes of GLG for all taxable periods ending prior to the closing date in excess
of the amount of income taxes included in the closing net cash settlement (income tax
claims), provided that there will be no indemnification for income tax
liability unless and until the aggregate amount of such income tax claims exceeds $15.0
million, in which case the GLG Group will be liable for the entire amount of such
claims, including all of the first $15.0 million; |
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certain breaches of law by certain GLG Entities or the
existence of certain agreements among
certain GLG Entities and their affiliated entities or the
termination thereof after the closing of the Acquisition, in
each case, provided that there will be no liability unless and until the aggregate
amount of such claims exceeds $15.0 million, in which case the GLG Group will be liable
for the entire amount of such claims, including all of the first
$15.0 million; and |
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the existence on or after the closing of the Acquisition of
non-voting shares of certain GLG Entities. |
After the closing, the Freedom Group will indemnify the GLG Group and their representatives
and affiliates from and against all damages arising from:
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any breach of any representation and warranty made by the Freedom Group in the
purchase agreement; and |
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any breach of any covenant, agreement or other obligation of the Freedom Group
contained in the purchase agreement or the transaction documents. |
Neither group will be entitled to recover with respect to any claim for indemnification for
any breach of any representation and warranty made by the other group if (1) timely notice of a
claim is not given prior to the expiration of the applicable survival period, (2) a claim involves
damages of less than $1.0 million, or (3) the aggregate amount of all the claims of a party does
not exceed the greater of $60.0 million or 2% of the fair market value of the combined
company immediately after the closing of the Acquisition (such amount
not to exceed $100.0 million), except for certain claims that are
not counted toward this maximum threshold limit. The maximum liability for indemnification claims
under the purchase agreement will depend on the party against whom the claim is made and the nature
of the claim, provided that the aggregate liability of each member of the GLG Group will not exceed
the aggregate purchase price actually paid to such member.
The amount of damages to which an indemnified person is entitled will be decreased by
insurance proceeds actually received and increased (but in no event above the maximum liability
described above) or reduced to take account of any tax costs incurred and tax savings currently
realizable by such indemnified person. Neither group will have any obligation to indemnify any
person against such persons own consequential or incidental damages arising out of a breach by any
group of its representations and warranties.
The sole remedy of the parties for any breach of representations and warranties made by the
other party will be the rights to indemnification from the breaching party, except that the
purchase agreement does not limit any right or remedy of any party (1) for claims of fraud, or (2)
for claims that cannot be limited or waived as a matter of applicable law or public policy.
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The purchase agreement has been included to provide investors and security holders with
information regarding its terms. It is not intended to provide any factual information about
Freedom or GLG. The representations, warranties and covenants contained in the purchase agreement
were made only for purposes of such agreement and as of the specific dates set forth therein, were
solely for the benefit of the parties to the purchase agreement, and may be subject to limitations
agreed upon by the contracting parties, including being qualified by confidential disclosures made
for the purposes of allocating contractual risk between the parties to the purchase agreement,
instead of establishing these matters as facts, and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to investors. Investors
and security holders are not third party beneficiaries under the purchase agreement, and should not
rely on the representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or conditions of Freedom or the GLG Entities.
Moreover, information concerning the subject matter of the representation and warranties may change
after the date of the purchase agreement, which subsequent information may or may not be fully
reflected in Freedoms public disclosure.
Non-Compete and Lock-Up Arrangements
GLGs
three principals, Messrs. Gottesman, Roman and Lagrange, have
agreed to enter into agreements not to
compete with the combined company for a period of five years following the closing of the
Acquisition. In addition, GLGs principals and their trusts and Freedoms directors and
their affiliates have entered into lock-up arrangements restricting their ability to transfer
shares of Freedom capital stock for the first year following the closing of the Acquisition.
Thereafter, subject to any limitations imposed by the federal securities laws, Freedoms directors
and their affiliates will be able to transfer their shares without restriction, while GLGs
principals and their trusts will only be able to transfer: (1) 10% of their shares
following each of the first, second and third anniversaries of the closing of the Acquisition and
(2) an unlimited number of their shares following the fourth anniversary of such closing. Other
members of the GLG Group have entered into lock-up arrangements restricting their ability to
transfer their shares for at least the first year following the closing of the Acquisition and
thereafter will be subject to restrictions on transfer which vary by person.
Financing Commitment Letter
Pursuant to a financing commitment letter, Citigroup Global Markets Inc., on behalf of itself
and its affiliates, has committed, subject to customary conditions, to provide FA Sub 3 Limited, a
subsidiary of Freedom, with a credit facility in an amount of up to approximately $570.0 million to
finance the Acquisition. The facility will be guaranteed by Freedom and certain of its
subsidiaries and will be secured by certain assets of FA Sub 3 Limited and the guarantors. The
facility will initially be in the form of a 364-day revolver, provided that FA Sub 3 Limited will
have the option to convert the outstanding revolving loan amounts into a term loan maturing three
years following the closing date of the Acquisition. It is anticipated that loans under the
facility will bear interest at LIBOR + 1.25% for the first two fiscal quarters ending after the
closing date, and thereafter at an interest rate based on certain financial ratios of Freedom and
its consolidated subsidiaries.
Item 3.02. Unregistered Sales of Equity Securities
At closing,
the Freedom Group will issue to the GLG Group, among other consideration, (1)
138,136,070 shares of Freedom common stock, (2) 58,923,874 exchangeable
Class B ordinary shares of FA Sub 2 Limited, which are
exchangeable at any time at the election of the holder thereof for 58,923,874 shares of Freedom
common stock on a one-for-one basis, subject to adjustment, and (3) 32,940,056 ordinary shares of
FA Sub 1
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Limited, which are subject to certain put rights to Freedom or call rights by Freedom,
payable upon exercise by delivery of 32,940,056 shares of Freedom
common stock. In addition, Freedom will issue 58,923,874 shares of Freedom Series A voting
preferred stock, which carry only voting rights and nominal economic
rights.
Item 5.01. Change in Control of Registrant
After
the closing of the Acquisition and the co-investment immediately preceding such closing by
Freedoms sponsors, Berggruen
Holdings North America Ltd. (through a subsidiary) and Marlin Equities II, LLC,
members of the GLG Group are expected to beneficially own, directly or
indirectly, approximately 72% of the
outstanding voting securities of the combined company on a fully
diluted basis (assuming
exchange into Freedom stock of all exchangeable shares issued in
connection with the Acquisition and no redemption of shares by
Freedom stockholders). In addition, the size of the combined
companys board of directors will be increased. Its members will include Noam Gottesman,
Emmanuel Roman, Nicolas Berggruen, Martin Franklin, James Hauslein,
William Lauder, Ian Ashken, Paul Myners,
Peter Weinberg, representatives of GLG designated by the GLG principals and other outside
directors to be determined.
After
closing of the Acquisition, the combined companys management
will include the following individuals: Noam Gottesman and Emmanuel Roman, each of whom is
currently a Co-Chief Executive Officer and a Managing Director of GLG, and Simon White, who is
currently the Chief
Operating Officer of GLG, will be the Chairman of the Board and Co-Chief Executive Officer,
the Co-Chief Executive Officer, and the Chief Financial Officer, respectively, of the combined
company.
Item 8.01.
Other Events.
Press
Release
On
June 25, 2007, GLG and Freedom issued a joint press release
announcing the proposed Acquisition, a copy of which is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Transaction
Presentation
Attached
as Exhibit 99.2 to this Current Report on Form 8-K and
incorporated herein by reference is the form of presentation to be
used by GLG and Freedom in presentations for certain of GLGs
clients, Freedoms stockholders and other persons.
Item 9.01. Financial Statements and Exhibits.
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10.1 |
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Purchase Agreement, dated as of June 22, 2007, among Freedom Acquisition
Holdings, Inc., FA Sub 1 Limited, FA Sub 2 Limited, FA Sub 3 Limited, Jared Bluestein,
as buyers representative, Noam Gottesman, as sellers representative, Lehman (Cayman
Islands) Ltd, Noam Gottesman, Pierre Lagrange, Emmanuel Roman, Jonathan Green,
Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG Trust, Jeffrey A.
Robins, in his capacity as trustee of the Roman GLG Trust, G&S Trustees Limited, in its
capacity as trustee of the Lagrange GLG Trust, Abacus (C.I.) Limited, in its capacity
as trustee of the Green GLG Trust, Lavender Heights Capital LP, Ogier Fiduciary
Services (Cayman) Limited, as trustee of the Green Hill Trust, Sage Summit LP and Ogier
Fiduciary Services (Cayman) Limited, as trustee of the Blue Hill Trust. |
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99.1 |
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Joint Press Release of GLG and Freedom dated June 25,
2007. |
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99.2 |
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Form of Transaction 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:
June 25, 2007
EXHIBIT INDEX
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Exhibit
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Description |
10.1
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Purchase Agreement, dated as of June 22, 2007, among
Freedom Acquisition Holdings, Inc., FA Sub 1 Limited, FA
Sub 2 Limited, FA Sub 3 Limited, Jared Bluestein, as
buyers representative, Noam Gottesman, as sellers
representative, Lehman (Cayman Islands) Ltd, Noam
Gottesman, Pierre Lagrange, Emmanuel Roman, Jonathan Green,
Leslie J. Schreyer, in his capacity as trustee of the
Gottesman GLG Trust, Jeffrey A. Robins, in his capacity as
trustee of the Roman GLG Trust, G&S Trustees Limited, in
its capacity as trustee of the Lagrange GLG Trust, Abacus
(C.I.) Limited, in its capacity as trustee of the Green GLG
Trust, Lavender Heights Capital LP, Ogier Fiduciary
Services (Cayman) Limited, as trustee of the Green Hill Trust,
Sage Summit LP and Ogier Fiduciary Services (Cayman)
Limited, as trustee of the Blue Hill Trust. |
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99.1
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Joint Press Release of GLG and
Freedom dated June 25, 2007. |
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99.2
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Form of Transaction Presentation. |