-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I/mKf0FSwxmiJSdji61kj+LguiHJej+jL9lsXvYXjAjzuVCU7asJN3a/Tdz3Jfz4 VF8vSyidMMmqX4KxcPEbcQ== 0000950123-07-014124.txt : 20071023 0000950123-07-014124.hdr.sgml : 20071023 20071023170438 ACCESSION NUMBER: 0000950123-07-014124 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071023 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071023 DATE AS OF CHANGE: 20071023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Freedom Acquisition Holdings, Inc. CENTRAL INDEX KEY: 0001365790 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 205009693 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33217 FILM NUMBER: 071186146 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10035 BUSINESS PHONE: 212-380-2230 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10035 8-K 1 y41286be8vk.htm FORM 8-K 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): October 23, 2007
Freedom Acquisition Holdings, Inc.
 
(Exact name of registrant as specified in its charter)
         
Delaware   001-33217   20-5009693
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
1114 Avenue of the Americas, 41st Floor
New York, New York 10036

 
(Address of principal executive offices)
Registrant’s 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)
o   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))
 
 

 


 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
     On October 23, 2007, Freedom Acquisition Holdings, Inc. (“Freedom”) issued a press release announcing its receipt of approval to submit an application to list its common stock, warrants and units (the “Securities”) on the New York Stock Exchange (the “NYSE”). The Securities are currently anticipated to commence trading on the NYSE at the open of business on November 5, 2007, under the symbols GLG, GLG WS and GLG.U, respectively. The Securities are expected to continue trading on the American Stock Exchange under the symbols FRH, FRH.WS and FRH.U, respectively, through November 2, 2007, the anticipated date of the consummation of the acquisition of GLG Partners LP and its affiliated entities. Freedom anticipates filing on November 2, 2007, the required Form 25 and an amendment to its Form 8-A to effectuate such withdrawal and transfer.
Item 9.01. Financial Statements and Exhibits.
(d)   Exhibits.
  99.1   Freedom Press Release dated October 23, 2007.

2


 

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.
         
  FREEDOM ACQUISITION HOLDINGS, INC.
 
 
  By:   /s/ Jared Bluestein    
    Jared Bluestein   
    Secretary   
 
Date: October 23, 2007

 


 

EXHIBIT INDEX
     
Exhibit    
Number   Description
 
99.1  
Freedom Press Release dated October 23, 2007.

 

EX-99.1 2 y41286bexv99w1.htm EX-99.1: PRESS RELEASE EX-99.1
 

Freedom Acquisition Holdings, Inc. Announces Expected Transfer of Listing
to NYSE Under the Symbol GLG
     NEW YORK, NY; October 23, 2007 — Freedom Acquisition Holdings, Inc. (AMEX: FRH) (AMEX: FRH.U)(AMEX: FRH.WS) (“Freedom”) today announced that it has been approved to submit an application to list its common stock, warrants and units, and expects to begin trading, on the New York Stock Exchange on or about November 5, 2007, under the symbols GLG, GLG WS and GLG.U, respectively. The company’s common stock, warrants and units are expected to continue trading on the American Stock Exchange under the symbols FRH, FRH.WS and FRH.U, respectively, through November 2, 2007. The expected transfer of Freedom’s listing and change in symbol are in connection with the proposed acquisition of GLG Partners LP and certain affiliated entities by Freedom and certain of its wholly-owned subsidiaries, which is subject to certain conditions to completion, including the approval of Freedom’s stockholders at a special meeting to be held on October 31, 2007, receipt of financing for the acquisition transaction and all other conditions to closing. In connection with the acquisition transaction, Freedom will change its name to GLG Partners, Inc.
About GLG
     GLG, the largest independent alternative asset manager in Europe and one of the largest in the world, offers its base of long-standing prestigious clients a diverse range of investment products and account management services. GLG’s focus is on preserving client’s 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 world’s largest and most recognized alternative investment managers, while maintaining its tradition of client-focused product development and customer service. As of June 30, 2007, GLG had gross assets under management of over $21 billion.
About Freedom
     Freedom is a blank check company incorporated in Delaware in 2006 to effect a merger, stock exchange, asset acquisition, reorganization or similar business combination with an operating business or businesses which it believes has significant growth potential. Freedom consummated its initial public offering on December 28, 2006.
Forward-looking Statements
     This press release contains statements relating to future results of GLG and Freedom that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to: market conditions for GLG managed investment funds; performance of GLG managed investment funds, the related performance fees and the associated impacts on revenues, net

 


 

income, cash flows and fund inflows/outflows; the cost of retaining GLG’s key investment and other personnel or the loss of such key personnel; risks associated with the expansion of GLG’s business in size and geographically; operational risk; litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on GLG’s resources; risks related to the use of leverage, the use of derivatives, interest rates and currency fluctuations; costs related to the proposed acquisition; failure to obtain the required approvals of stockholders of Freedom for the proposed acquisition transaction; risks that the closing of the transaction is substantially delayed or that the transaction does not close; the successful combination of Freedom with GLG’s business; Freedom’s inability to obtain additional financing to complete the acquisition transaction; and the limited liquidity and trading of Freedom securities. Additional information on these and other factors that may cause actual results and GLG’s and Freedom’s performance to differ materially is included in the Freedom’s filings with the SEC, including but not limited to Freedom’s Form 10-K for the year ended December 31, 2006, subsequent Forms 10-Q and definitive proxy statement with respect to the Special Meeting filed on October 11, 2007. Copies may be obtained by contacting Freedom or on the SEC Internet site (www.sec.gov). Freedom and GLG caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and Freedom and GLG undertake no obligation to release publicly any updates or revisions to any forward-looking statements, whether as a result of changes in expectations, events, conditions or circumstances on which any such statement is based, new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
     Freedom Acquisition Holdings, Inc. (“Freedom”) has mailed a definitive proxy statement in connection with the proposed acquisition of GLG Partners LP and its affiliated entities (collectively, “GLG”) to Freedom stockholders. The definitive proxy statement was filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 11, 2007. Stockholders of Freedom and other interested persons are advised to read the definitive proxy statement and any other relevant documents in connection with Freedom’s solicitation of proxies for the special meeting to be held to approve the proposed acquisition because these documents contain important information about GLG, Freedom and the proposed acquisition. Stockholders may obtain a copy of the definitive proxy statement, without charge, at the SEC’s 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 Freedom’s stockholders. a list of the names of those directors and officers and descriptions of their interests in Freedom is contained in the definitive proxy statement. Freedom’s stockholders may obtain additional information about the interests of

 


 

its directors and officers in the proposed acquisition by reading the definitive proxy statement.
Contacts:
Investors/analysts:
     
GLG:
  Simon White
Chief Financial Officer
+44 (0)20 7016 7000
simon.white@glgpartners.com
 
   
 
  Michael Hodes
Acting Director of Investor Relations
+ 1 212 224 7223
michael.hodes@glgpartners.com
 
   
Freedom (in the US):
  Martin E. Franklin
Chairman
+ 1 914 967 9400
 
   
Freedom (in Europe):
  Nicolas Berggruen
President and CEO
+ 44 (0)20 7861 0985
 
   
Media:
   
 
   
Finsbury:
  Rupert Younger/Amanda Lee
 
  +44 (0)20 7251 3801
rupert.younger@finsbury.com
amanda.lee@finsbury.com
 
   
 
  Andy Merrill
+ 1 212 303 7600
andy.merrill@finsbury.com

 

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