Liberty Acquisition Holdings Corp. 1114 Avenue of the Americas, 41st Floor New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Initial Public Offering Ladies and Gentlemen:
Exhibit 10.24
December 6, 2007
Citigroup Global Markets Inc.
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Re: Initial Public Offering
Ladies and Gentlemen:
This Amended Letter Agreement amends and supersedes in its entirety the Letter Agreement,
dated August 9, 2007, by and among the above referenced parties and the undersigned.
Citigroup Global Markets Inc. (“Citigroup”) is acting as sole bookrunning manager of
the initial public offering (the “IPO”) of units (the “Units”) consisting of one
share of Common Stock of Liberty Acquisition Holdings Corp. (the “Company”), and one-half
(1/2) of one warrant (a “Warrant”), each whole Warrant entitling the holder thereof to
purchase one share of Common Stock of the Company and representative (the
“Representative”) of ▇▇▇▇▇▇ Brothers Inc. and any other underwriters named in the final
prospectus (the “Prospectus”) relating to the IPO (Citigroup, ▇▇▇▇▇▇ Brothers Inc. and any
other underwriters, collectively, the “Underwriters”). The undersigned stockholder,
officer and/or director of the Company, in consideration of the Underwriters underwriting the IPO,
hereby agrees as set forth below. Certain capitalized terms used herein are defined in Section
1 hereof.
1. As used herein, (i) a “Business Combination” shall mean an acquisition by merger,
capital stock exchange, asset or stock acquisition, reorganization or otherwise, of an operating
business selected by the Company; (ii) “Founders” shall mean all stockholders, officers and
directors who are stockholders of the Company immediately prior to the IPO; (iii) “Common
Stock” shall mean the Company’s common stock, par value $0.0001 per share, (iv) “Founders’
Shares” shall mean all of the shares of Common Stock of the Company owned by a Founder prior to
the IPO, (v) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s
IPO, (vi) “Founders’ Warrants” shall mean all Warrants to purchase shares of Common Stock
of the Company owned by a Founder prior to the IPO, other than the Sponsors’ Warrants; (vii)
“Founders’ Units” shall mean the 25,875,000 Units issued by the Company to the Founders
prior to the IPO, of which the Founders’ Shares and the Founders’ Warrants are a part; (viii)
“Sponsors’ Warrants” shall mean the 12,000,000 Warrants to purchase shares of Common Stock
to be issued to the Sponsors in a private placement immediately prior to the IPO; (ix)
“Co-Investment Units” shall mean the 6,000,000 Units of the Company to be issued to the
Sponsors in a private placement that will occur immediately prior to the consummation of a Business
Combination by the Company; (x) “Co-Investment Shares” shall mean the Common Stock
underlying the Co-Investment Units; (xi) “Co-Investment Warrants” shall mean the Warrants
to
purchase shares of Common Stock underlying the Co-Investment Units; (xii) “Locked-Up
Securities” shall mean all issued and outstanding Founders’ Units, Founders’ Shares and
Founders’ Warrants (including the shares of Common Stock to be issued upon exercise of the
Founders’ Warrants) and all Sponsors’ Warrants (including the shares of Common Stock to be issued
upon exercise of the Sponsors’ Warrants), Co-Investment Units, Co-Investment Shares and
Co-Investment Warrants (including the shares of Common Stock to be issued upon exercise of the
Co-Investment Warrants) to be issued after the date hereof in accordance with the terms and
conditions set forth in the Prospectus and (xiii) persons or entities “Associated With” the
undersigned shall mean (a) relatives of such person, (b) any corporation or organization of which
such person is an officer or partner or directly or indirectly the beneficial owner of 10% or more
of any class of equity securities and (c) any trust or estate in which such person has a
substantial beneficial interest or as to which such person serves as a trustee, executor or in a
similar fiduciary capacity.
2. If the Company solicits approval of its stockholders of a Business Combination,
the undersigned will vote (i) all Founders’ Shares owned by him or it in accordance with the
majority of the votes cast by the holders of the IPO Shares and (ii) all other shares of the
Company’s Common Stock that may be acquired by him or it in any private placement, the IPO
or in the aftermarket for such Business Combination.
3. In the event that the Company fails to consummate a Business Combination by
the later of (i) 30 months after the consummation of the IPO (the “Consummation Date”)
or (ii)
36 months after the Consummation Date in the event that either a letter of intent, an
agreement in
principle or a definitive agreement to consummate a Business Combination was executed but no
Business Combination was consummated within such 30 month period (such later date being
referred to herein as the “Termination Date”), the undersigned shall, to the fullest
extent
permitted by the Delaware General Corporation Law (the “DGCL”), (i) take all action necessary
to dissolve the Corporation and liquidate the trust account established under the Investment
Management Trust Agreement to be entered into between the Company and Continental Stock
Transfer & Trust Company (the “Trust Account”) to holders of IPO Shares as promptly as
practicable after approval by the Company’s stockholders (subject to the requirements of the
DGCL) and (ii) vote all Founders’ Shares and all of the shares of the Company’s Common Stock
that may be acquired by him or it in any private placement, the IPO or in the aftermarket in
favor
of any dissolution and plan of distribution recommended by the Company’s Board of Directors,
and promptly cause the Company to prepare and file a proxy statement with the Securities and
Exchange Commission setting out the plan of dissolution and distribution. If no proxy
statement
seeking the approval of the stockholders for a Business Combination has been filed within 60
days prior to the Termination Date, and the Board of Directors convenes, adopts and
recommends to the stockholders the liquidation and dissolution of the Company, and the
Company files a proxy statement with the Securities and Exchange Commission seeking
stockholder approval for such plan, the undersigned agrees to vote all Founders’ Shares and
all
of the shares that may be acquired by him or it in any private placement, the IPO or in the
aftermarket in favor of any such dissolution and plan of distribution recommended by the
Company’s Board of Directors. The undersigned hereby waives any and all right, title,
interest
or claim of any kind (“Claim”) to participate in any liquidating distribution of the
Trust Account
as part of the Company’s plan of distribution with respect to the Founders’ Shares if the Company
fails to consummate a Business Combination and the Trust Account is consequently liquidated and
hereby waives any Claim the undersigned may have in the future as a result of, or arising out of,
any contracts or agreements with the Company and will not seek recourse against the Trust Account
for any reason whatsoever. The undersigned acknowledges and agrees that there will be no
distribution from the Trust Account with respect to any Warrants, all rights of which will
terminate on the Company’s liquidation.
4. The undersigned acknowledges and agrees that the Company will not
consummate any Business Combination which involves a company which is affiliated with any
of the Founders, directors and/or officers of the Company or with any Company that the
undersigned has had any discussions, formal or otherwise, with respect to a Business
Combination with another company, prior to the consummation of the IPO.
5. Neither the undersigned, any member of the family of the undersigned, nor any
affiliate of the undersigned will be entitled to receive and will not accept any compensation
for
services rendered to the Company prior to the consummation of the Business Combination;
provided, however, that commencing upon the Consummation Date, Berggruen Holdings, Inc.
shall be allowed to charge the Company an allocable share of its overhead, $10,000 per month,
to compensate it for office space, administrative services and secretarial support until the
earlier
of the Company’s consummation of a Business Combination or its liquidation. Berggruen
Freedom Holdings, Ltd. (“Berggruen Holdings”), ▇▇▇▇▇▇ Equities II, LLC, the
undersigned and
the officers and directors of the Company shall also be entitled to reimbursement from the
Company for their out-of-pocket expenses, such as travel expenses, incurred in connection with
seeking and consummating a Business Combination.
6. Neither the undersigned, any member of the family of the undersigned, or any
affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other
compensation in the event the undersigned, any member of the family of the undersigned or any
affiliate of the undersigned originates a Business Combination. In addition, the undersigned
will
not take retaining his positions with the Company into consideration in determining which
acquisition to pursue.
7. In order to induce you and the other Underwriters to enter into the proposed
Underwriting Agreement in connection with the IPO, the undersigned will not, without the prior
written consent of Citigroup, offer, sell, contract to sell, assign, transfer, pledge or
otherwise
dispose of (or enter into any transaction which is designed to, or might reasonably be
expected
to, result in the disposition (whether by actual disposition or effective economic disposition
due
to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any
person in privity with the undersigned or any affiliate of the undersigned), directly or
indirectly,
including the filing (or participation in the filing) of a registration statement with the
Securities
and Exchange Commission in respect of, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section 16 of the
Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the
Securities and Exchange Commission promulgated thereunder with respect to, any shares of
capital stock (including the Locked-Up Securities) of the Company or any securities
convertible
into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to
effect any such transaction during the Restricted Period (as defined below); provided, however,
that the foregoing sentence shall not apply to (A) the Locked-Up Securities disposed of as bona
fide gifts approved in writing by Citigroup, (B) any transfer for estate planning purposes of the
Locked-Up Securities to persons immediately related to such transferor by blood, marriage or
adoption, or (C) any trust solely for the benefit of such transferor and/or the persons described
in the preceding clause; provided, however, that with respect to each of the transfers described
in clauses (A), (B), and (C) of this sentence, (i) prior to such transfer, the transferee of such
transfer, or the trustee or legal guardian on behalf of any transferee, agrees in writing to be
bound by the terms of this letter and (ii) no filing by any party under the Exchange Act shall be
required or shall be voluntarily made in connection with such disposition or transfer. The term
“Restricted Period” means the period commencing on the date hereof and ending one year
from the consummation of a Business Combination, except that if (a) during the last 17 days of the
Restricted Period the Company issues an earnings release or material news or a material event
relating to the Company occurs or (b) prior to the expiration of the Restricted Period the Company
announces that it will release earnings results during the 16 day period beginning on the last day
of the Restricted Period, then the Restricted Period shall end on and include the 18th
day following the date of the issuance of the earnings release or the occurrence of the
material news or material event. Any of the foregoing transfers will be made in accordance with
applicable securities laws.
8. The undersigned agrees to be a Director of the Company until the earlier of the
consummation by the Company of a Business Combination or the dissolution and liquidation of
the Company. The undersigned’s biographical information furnished to the Company and the
Representative and attached hereto as Exhibit A is true and accurate in all respects,
does not omit
any material information with respect to the undersigned’s background and contains all of the
information required to be disclosed pursuant to Section 401 of Regulation S-K, promulgated
under the Securities Act of 1933, as amended. The undersigned represents and warrants that:
(a) he is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or
practice
relating to the offering of securities in any jurisdiction;
(b) he has never been convicted of or pleaded guilty to any crime (i) involving
any fraud or (ii) relating to any financial transaction or handling of funds of another
person, or (iii) pertaining to any dealings in any securities and he is not currently a
defendant in any such criminal proceeding; and
(c) he has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or commodities
license or registration denied, suspended or revoked.
9. The undersigned has full right and power, without violating any agreement by
which he is bound, to enter into this Agreement and to serve as a Director of the Company.
Liberty Acquisition Holdings
Corp. Citigroup Global Markets Inc.
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Corp. Citigroup Global Markets Inc.
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10. The undersigned authorizes any employer, financial institution, or consumer
credit reporting agency to release to the Representative and its legal representatives or
agents
(including any investigative search firm retained by the Representative) any information they
may have about the undersigned’s background and finances (“Information”), purely for
the
purposes of the Company’s IPO (and shall thereafter hold such information confidential).
Neither the Representative nor its agents shall be violating the undersigned’s right of
privacy in
any manner in requesting and obtaining the Information and the undersigned hereby releases
them from liability for any damage whatsoever in that connection.
11. The undersigned hereby waives his or its right to exercise redemption rights with
respect to any Founders’ Shares owned by the undersigned, directly or indirectly, and agrees
that
he will not seek redemption for cash with respect to such Founders’ Shares in connection with
any vote to approve a Business Combination (as is more fully defined in the Prospectus).
12. In order to induce you and the other Underwriters to enter into the proposed
Underwriting Agreement in connection with the IPO, the undersigned hereby agrees to execute
an escrow agreement among the Founders, the Company and Continental Stock Transfer &Trust
Company simultaneously with the execution of the proposed Underwriting Agreement, whereby
a portion of the undersigned’s Founder’s Units will be held in escrow until the earlier of the
time
that the Underwriters’ over-allotment option is exercised or expires. The
undersigned
understands that (i) if the Underwriters exercise their over-allotment option in full, all of
the
undersigned’s escrowed Founders’ Units will be released to the undersigned upon the closing of
the Underwriters’ over-allotment option exercise and (ii) if the Underwriters exercise their
over-allotment option in part, a pro rata amount of the undersigned’s escrowed Founders’ Units will
be released to the undersigned upon the closing of the Underwriters’ over-allotment option
exercise such that the aggregate number of Founders’ Units held by the Founders will be equal
to
20% of the total number of Units outstanding after the Initial Public Offering, and the
remainder
of the undersigned’s Founders’ Units will be forfeited by and returned to the Company.
13. The undersigned hereby agrees that any action, proceeding or claim against the
undersigned arising out of or relating in any way to this Agreement shall be brought and
enforced in the courts of the State of New York or the United States District Court for the
Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction
shall be exclusive. The undersigned hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenience forum.
[Signature Page to Follow]
Liberty Acquisition Holdings
Corp. Citigroup Global Markets Inc.
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Corp. Citigroup Global Markets Inc.
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| By: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
Exhibit A
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has been a member of our board of directors since August 2007. ▇▇. ▇▇▇▇▇▇▇▇
has also served as a Managing Member of EXOP Capital LLC, a private investment firm, since 2004.
From 2002 to 2004, he served as Co-Chairman and CEO of Alpha Investment Management LLC until it was
sold to Safra National Bank. From 1997 to 2002, ▇▇. ▇▇▇▇▇▇▇▇ served as the Vice Chairman of CIBC
World Markets Corporation, the U.S. Section broker/dealer of Canadian Imperial Bank of Commerce
(CIBC). CIBC acquired ▇▇▇▇▇▇▇▇▇▇▇ & Company in November 1997. ▇▇. ▇▇▇▇▇▇▇▇ had been with
Oppenheimer since 1968 and served as its President and Co-Chief Executive Officer from 1983 until
the firm was acquired in 1997. In 2003, ▇▇. ▇▇▇▇▇▇▇▇ retired from the Board of Trustees of Tufts
University where he had been a member since 1983 and Chairman for the prior eight years. He is also
a member of the Board of Overseers at Columbia Business School. He is a member of the Council on
Foreign Relations, a director of ▇▇▇▇-▇▇▇▇ Realty Corporation, Centerline Capital Group, NDS GROUP
plc and Liquidnet. ▇▇. ▇▇▇▇▇▇▇▇ is a member of the steering committee of the Wall Street division
of the U.J.A., a past Director of the Jewish Communal Fund, and a Trustee of the Anti-Defamation
League Foundation. ▇▇. ▇▇▇▇▇▇▇▇ received his M.B.A. from Columbia University and his B.A. in
economics and biology from Tufts University.