SEC Info - Berggruen Acquisition Holdings Ltd, et al. - ‘SC 13G’ on 2/14/08 re: Liberty Acquisition Holdings Virginia, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Liberty Acquisition Holdings Corp.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

53015Y107

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		53015Y107


1	NAMES OF REPORTING PERSONS: Berggruen Acquisition Holdings Ltd.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	British Virgin Islands

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			12,771,900

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			12,771,900

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	12,771,900

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	9.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

2


CUSIP No.		53015Y107


1	NAMES OF REPORTING PERSONS: Berggruen Holdings North America Ltd.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	British Virgin Islands

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			12,771,900

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			12,771,900

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	12,771,900

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	9.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

3


CUSIP No.		53015Y107


1	NAMES OF REPORTING PERSONS: Berggruen Holdings Ltd.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	British Virgin Islands

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			12,771,900

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			12,771,900

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	12,771,900

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	9.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

4


CUSIP No.		53015Y107


1	NAMES OF REPORTING PERSONS: Tarragona Trust

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	British Virgin Islands

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			12,771,900

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			12,771,900

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	12,771,900

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	9.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

5


CUSIP No.		53015Y107


1	NAMES OF REPORTING PERSONS: Nicolas Berggruen

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			12,771,900

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			12,771,900

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	12,771,900

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	9.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

6


Item 1(a).		Name of Issuer:

		Liberty Acquisition Holdings, Corp., a Delaware corporation (the “Issuer”).

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		1114 Avenue of the Americas, 41^st Floor New York, NY 10036

Item 2(a).		Name of Filing Person:

		This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended: Berggruen Acquisition Holdings, Ltd., a British Virgin Islands (“BVI”) business company (“BAH”), Berggruen Holdings North America Ltd., a BVI business company (“BHNA”), Berggruen Holdings Ltd, a BVI business company (“Berggruen Holdings”), Tarragona Trust, a BVI trust (“Tarragona”) and Nicolas Berggruen. The shares of common stock of the Issuer are owned by BAH. BAH is a direct subsidiary of BHNA which is a direct, wholly-owned subsidiary of Berggruen Holdings. All of the shares of Berggruen Holdings are owned by Tarragona. The trustee of Tarragona is Maitland Trustees Limited, a BVI corporation acting as an institutional trustee in the ordinary course of business without the purpose or effect of changing or influencing control of the Issuer. Mr. Berggruen is a director of Berggruen Holdings and may be considered to have beneficial ownership of Berggruen Holdings’ interests in the Issuer. Each of BAH, BHNA, Berggruen Holdings, Tarragona and Mr. Berggruen is referred to herein as a “Reporting Person” and collectively as the “Reporting Persons”.

Item 2(b).		Address of Principal Business Office or, if none, Residence:

		The principal business address of each of BAH, BHNA and Berggruen Holdings is 1114 Avenue of the Americas, 41st Floor, New York, NY 10036. The principal business address of Mr. Berggruen is 9-11 Grosvenor Gardens, London, SW1W OBD, United Kingdom. The principal business address of Tarragona is 9 Columbus Centre, Pelican Drive, Road Town, Tortola, British Virgin Islands.

7


Item 2(c).		Citizenship:

		Incorporated by reference to Item 4 of each Reporting Person’s respective cover page.

Item 2(d).		Title of Class of Securities:

		Common Stock, $0.0001 par value

Item 2(e).		CUSIP Number:

		53015Y107

Item 3.		If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)		o Broker or dealer registered under Section 15 of the Act.

(b)		o Bank as defined in section 3(a)(6) of the Act.

(c)		o Insurance company as defined in section 3(a)(19) of the Act.

(d)		o Investment company registered under section 8 of the Investment Company Act of 1940.

(e)		o An investment adviser in accordance with § 240.13(d)-1(b)(1)(ii)(E).

(f)		o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

(g)		o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h)		o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)		o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.

(j)		o Group, in accordance with § 240.13d-1(b)(1)(ii)(J).


Item 4.		Ownership:

		Incorporated by reference to Item 2(a) above and Items 5-11 of each Reporting Person’s respective cover page.

8


Item 5.		Ownership of Five Percent or Less of a Class:

		If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.

Item 6.		Ownership of More than Five Percent on Behalf on Another Person:

		Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

		Not applicable.

Item 8.		Identification and Classification of Members of the Group:

		See attached Exhibit B.

Item 9.		Notice of Dissolution of Group:

		Not applicable.

Item 10.		Certifications:

		Not applicable.

Exhibits and Schedules.

	Exhibit A		Joint Filing Agreement, dated February 14, 2008, by and among the Reporting Persons.

	Exhibit B		Members of the Group.

	Exhibit C		Limited Power of Attorney, dated June 23, 2006, given by Maitland Trustees Limited, as trustee of the Tarragona Trust, to Jared S. Bluestein, incorporated by reference to Exhibit 24.1 to the Form 3 filed by the Reporting Persons with respect to the Issuer on December 6, 2007.

	Exhibit D		Limited Power of Attorney, dated October 23, 2007, given by Nicolas Berggruen to Jared S. Bluestein, incorporated by reference to Exhibit 24.2 to the Form 3 filed by the Reporting Persons with respect to the Issuer on December 6, 2007.

9

SIGNATURE

After reasonable inquiry and to the best of each of the Reporting Person’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: February 14, 2008	Berggruen Acquisition Holdings Ltd.
	By:	/s/ *Jared S. Bluestein*
		Name:	Jared S. Bluestein
		Title:	Director

	Berggruen Holdings North America Ltd.
	By:	/s/ *Jared S. Bluestein*
		Name:	Jared S. Bluestein
		Title:	Director

	Berggruen Holdings Ltd.
	By:	/s/ *Jared S. Bluestein*
		Name:	Jared S. Bluestein
		Title:	Director

	Tarragona Trust
	By:	Maitland Trustees Limited, as Trustee


	By:	*
		Name:	Jared S. Bluestein
		Title:	Attorney-in-fact

		*
			Nicolas Berggruen


*		The undersigned, by signing his name hereto, does sign and execute this Schedule 13G pursuant to a Limited Power of Attorney executed by the above Reporting Persons and incorporated by reference herein on behalf of the Reporting Persons.



Dated: February 14, 2008	*By:	/S/ *Jared S. Bluestein*
		Jared S. Bluestein, Attorney-in-fact

10

EXHIBIT A

SCHEDULE 13G JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this Joint Filing Agreement is attached, and have duly executed this Joint Filing Agreement as of the date set forth below.


Dated: February 14, 2008	Berggruen Acquisition Holdings Ltd.
	By:	/s/ *Jared S. Bluestein*
		Name:	Jared S. Bluestein
		Title:	Director

	Berggruen Holdings North America Ltd.
	By:	/s/ *Jared S. Bluestein*
		Name:	Jared S. Bluestein
		Title:	Director

	Berggruen Holdings Ltd.
	By:	/s/ *Jared S. Bluestein*
		Name:	Jared S. Bluestein
		Title:	Director

	Tarragona Trust
	By:	Maitland Trustees Limited, as Trustee


	By:	*
		Name:	Jared S. Bluestein
		Title:	Attorney-in-fact

		*
			Nicolas Berggruen


*		The undersigned, by signing his name hereto, does sign and execute this Joint Filing Agreement pursuant to a Limited Power of Attorney executed by the above Reporting Persons and incorporated by reference herein on behalf of the Reporting Persons.



Dated: February 14, 2008	*By:	/S/ *Jared S. Bluestein*
		Jared S. Bluestein, Attorney-in-fact

11

EXHIBIT B

Members of the Group

Berggruen Acquisition Holdings, Ltd.

Marlin Equities II, LLC

This ‘SC 13G’ Filing	Date	Other Filings

Filed on:	2/14/08	SC 13G, SC 13G/A
	12/31/07	10-K
	12/6/07	3, 8-K, S-1MEF
	10/23/07
	6/23/06
		List all Filings

Berggruen Acquisition Holdings Ltd, et al. – ‘SC 13G’ on 2/14/08 re: Liberty Acquisition Holdings Virginia, Inc.

On: Thursday, 2/14/08, at 11:50am ET · Accession #: 950144-8-1022 · File #: 5-83446

Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Berggruen Acquisition Holdings Ltd, et al. – ‘SC 13G’ on 2/14/08 re: Liberty Acquisition Holdings Virginia, Inc.

On: Thursday, 2/14/08, at 11:50am ET · Accession #: 950144-8-1022 · File #: 5-83446

Statement of Beneficial Ownership — Schedule 13GFiling Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents