UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 3)
GLG
Partners, Inc.
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
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37929X
107
Martin E.
Franklin
555
Theodore Fremd Avenue,
Suite
B-302
Rye, New
York 10580
(914)
967-9400
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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February
19, 2010
(Date
of Event which Requires Filing of this
Statement)
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If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box o
The
information required on 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 (the “Act”) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of
the Act.
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SCHEDULE
13D
CUSIP No. 37929X
107
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Page 2 of
11 Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
Martin
E. Franklin
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
-0-
(See Item 5)
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BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER
174,261,0331 2 (See Item 5)
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
14,337,228 3 (See Item
5)
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,637,228
(See Item 5)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
of outstanding shares of Common Stock4
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14
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TYPE
OF REPORTING PERSON
IN
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1 Represents
an aggregate of 174,261,033 shares held by the parties to the Voting Agreement
dated as of June 22, 2007, as amended, described in Item 6. Franklin
may be deemed to have beneficial ownership of these shares. Franklin
disclaims beneficial ownership of these shares, except for the 14,637,228 shares
reported in row 11.
2
Includes 4,738,560 shares of Common Stock issuable upon exercise of
4,738,560 Founders’ Warrants held by Franklin which are not currently
exercisable.
3
Excludes 300,000 shares of restricted Common Stock over which Franklin
does not have dispositive power prior to their vesting in three equal
installments on each of May 15, 2010, 2011 and 2012.
4
Excludes as outstanding shares 58,904,993 shares of Common Stock into
which all Exchangeable Securities (as hereinafter defined) are exchangeable
and 8,064,516 shares of Common Stock issuable upon conversion of the Issuer’s
5.00% convertible subordinated notes due 2014 (the “Notes”). The
percentage is based on 261,197,179 shares of common stock outstanding, which
consists of (i) 252,658,619 shares outstanding as represented by the Issuer and
(ii) 8,538,560 shares of Common Stock issuable upon exercise of warrants to
purchase common stock held by Franklin. Including as outstanding
shares 58,904,993 shares of Common Stock into which all
Exchangeable Securities are exchangeable, the percentage would be
4.6%.
CUSIP
NO. 37929X 107
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SCHEDULE
13D
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Page 3 of
11 Pages
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Item 1.
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Security and
Issuer.
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This
Amendment No. 3 (“Amendment No. 3”) amends the Statement of Beneficial Ownership
on Schedule 13D filed with the Securities and Exchange Commission (the
“Commission”) on November 13, 2007, as amended by Amendment No. 1 filed with the
Commission on June 4, 2009 and Amendment No. 2 filed with the Commission on
November
12, 2009 (the “Schedule 13D”), filed by Martin E. Franklin (“Franklin” or the
“Reporting Person”), and relates to (1) shares of common stock, par value $.0001
per share (the “Common Stock”), of GLG Partners, Inc. (the “Issuer”), (2) shares
of Series A voting preferred stock, par value $0.0001 per share, of the Issuer
(“Series A Preferred Stock”), (3) Exchangeable Class B ordinary shares of FA Sub
2 Limited, a British Virgin Islands Company and subsidiary of the Issuer
(“Exchangeable Shares”), (4) the Issuer’s 5.00% dollar-denominated convertible
subordinated notes due May 15, 2014 (the “Notes”), which are exchangeable for or
convertible into shares of Common Stock, and (5) warrants to purchase shares of
Common Stock. The Series A Preferred Stock and the Exchangeable
Shares are referred to collectively as the “Exchangeable
Securities”. This Amendment No. 3 is being filed to report the
joinder of Franklin, a member of the Board of Directors of the Issuer, on
February 12, 2010 (the “Franklin Joinder”) as a party to the Voting Agreement
dated as of June 22, 2007 (the “Voting Agreement”), among Sage Summit LP,
Lavender Heights Capital LP, Pierre Lagrange, G&S Trustees Limited in its
capacity as trustee of the Lagrange GLG Trust, Point Pleasant Ventures Ltd., a
wholly owned subsidiary of the Lagrange GLG Trust, Emmanuel Roman, Jeffrey A.
Robins, in his capacity as trustee of the Roman GLG Trust, Jackson Holding
Services Inc., a wholly owned subsidiary of the Roman GLG Trust, Noam Gottesman,
and Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG Trust
(collectively the “Voting Agreement Parties”) and the Issuer, as amended, as to
the voting of shares of Common Stock and Series A Preferred Stock.
Franklin
beneficially owns 14,637,228 shares of Common Stock of the Issuer, representing
5.6%1 of all outstanding shares of Common Stock, which
shares are comprised of 5,798,668 shares of Common Stock, 4,738,560 warrants
(the “Founders’ Warrants”) (exercisable as described below) to purchase
4,738,560 shares of Common Stock, 2,000,000 warrants (the “Co-Investment
Warrants”) (exercisable as described below) to purchase 2,000,000 shares of
Common Stock and 1,800,000 warrants (the “Sponsors’ Warrants”) (exercisable as
described below) to purchase 1,800,000 shares of Common Stock over which
Franklin has sole dispositive power and 300,000 shares of restricted Common
Stock, over which Franklin does not have dispositive power prior to their
vesting in three equal annual installments on each of May 15, 2010, 2011 and
2012. Each of the Founders’ Warrants,
1
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Excludes
as outstanding shares 58,904,993 shares of Common Stock into which all
Exchangeable Securities are exchangeable and 8,064,516 shares of Common
Stock issuable upon conversion of the Notes and includes 2,000,000,
1,800,000 and 4,738,560 shares of Common Stock issuable upon exercise of
Co-Investment Warrants, Sponsors' Warrants and Founders' Warrants,
respectively, held by Franklin. The percentage is based on
261,197,179 shares of common stock outstanding, which consists of (i)
252,658,619 shares outstanding as represented by the Issuer and (ii)
8,538,560 shares of Common Stock issuable upon exercise of warrants to
purchase common stock held by Franklin. Including as
outstanding shares 58,904,993 shares of Common Stock into which all
Exchangeable Securities are exchangeable, the percentage would be
4.6%.
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CUSIP
NO. 37929X 107
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SCHEDULE
13D
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Page 4 of
11 Pages
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Sponsors’ Warrants and Co-Investment Warrants entitle the holder to
purchase one share of Common Stock at a price of $7.50 per share. The Founders’
Warrants are exercisable at any time if and when the last sales price of the
Common Stock exceeds $14.25 per share for any 20 trading days within a
30-trading day period beginning 90 days after November 2, 2007 (provided that
there is an effective registration statement covering the Common Stock
underlying the Founders’ Warrants in effect). Currently, the Founders’ Warrants
are not exercisable. The Sponsors’ Warrants and the Co-Investment
Warrants are exercisable at any time commencing on December 21, 2007
(provided that there is an effective registration statement covering the Common
Stock underlying the Sponsors’ Warrants and the Co-Investment Warrants in
effect).
As a
result of the Franklin Joinder, the aggregate number of shares held by the
parties to the Voting Agreement and subject to the Voting Agreement
increased. Unless otherwise defined in this Amendment No. 3,
capitalized terms have the meanings set forth in the Schedule 13D.
The
Issuer’s principal executive office is located at 399 Park Avenue, 38th Floor,
New York, New York 10022.
Item 2.
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Identity and
Background.
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Item 2 is
amended to include the following information:
By virtue
of the Franklin Joinder to the Voting Agreement, Franklin may be deemed to be a
“group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) with the other Voting Agreement
Parties for purposes of the Exchange Act. Although Franklin does not affirm that
such a group has been formed, this disclosure is being made to ensure compliance
with the Exchange Act. On the basis of information provided to Franklin by the
other Voting Agreement Parties, Franklin believes that the other Voting
Agreement Parties are the beneficial owners of an aggregate of 160,334,284
shares of Common Stock representing approximately 49.1% of the outstanding
shares of Common Stock (assuming the exchange of all Exchangeable Securities
into Common Stock, the conversion of all $30 million aggregate principal amount
of Notes into Common Stock and the exercise of all Co-Investment Warrants,
Sponsors’ Warrants and Founders’ Warrants held by all parties to the Voting
Agreement). Franklin expressly disclaims beneficial ownership of securities held
by any other person or entity. The securities reported herein as being
beneficially owned by Franklin do not include any securities held by the other
Voting Agreement Parties (including but not limited to accounts or entities
under their control) or any other person or entity.
Item
4.
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Purpose of
Transaction.
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Item 4 is
amended to include the following information:
CUSIP
NO. 37929X 107
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SCHEDULE
13D
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Page 5 of
11 Pages
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On
February 12, 2010, the Issuer awarded 300,000 shares of restricted Common Stock
to Franklin under the Issuer's 2009 Long-Term Incentive Plan. These
shares of restricted stock vest in three equal installments on each of May 15,
2010, 2011 and 2012.
Item 5.
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Interest in Securities
of the Issuer.
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Paragraph
(a) of Item 5 is amended to include the following information:
(a) As
a result of the terms of the Voting Agreement, Franklin may be deemed to have
beneficial ownership of an aggregate of 174,261,033 shares (including
Exchangeable Securities exchangeable into 58,904,993 shares of Common Stock and
8,064,516 shares of Common Stock issuable upon conversion of $30 million
aggregate principal amount of the Notes and 8,538,560 shares issuable upon
exercise of Co-Investment Warrants, Sponsors’ Warrants and Founders’ Warrants),
which are owned directly by the parties to the Voting Agreement or over which
the parties to the Voting Agreement have the power to vote (the “Subject
Shares”). These Subject Shares represent approximately 53.1% of the
outstanding shares of Common Stock (assuming the exchange of all Exchangeable
Securities into Common Stock and the conversion of all $30 million aggregate
principal amount of the Notes into Common Stock and the exercise of all
Co-Investment Warrants, Sponsors’ Warrants and Founders’ Warrants held by the
parties to the Voting Agreement). Franklin expressly disclaims
beneficial ownership of securities held by any other person or entity party to
the Voting Agreement.
As of the
date of this Amendment No. 3, Franklin has the following interests in the Common
Stock, Exchangeable Securities, Notes, Co-Investment Warrants, Sponsors’
Warrants and Founders’ Warrants:
(i)
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Amount
beneficially owned: 14,637,228
shares
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(ii)
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Percent
of class: 5.6% of outstanding shares of Common Stock1
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(iii)
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Number
of shares as to which such person
has:
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(a)
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Sole
power to vote or direct the vote:
-0-
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(b)
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Shared
power to vote or direct the vote: 174,261,033 shares (consisting of 174,
261,033 shares of voting stock (including (1) Exchangeable Securities
which are exchangeable for 58,904,993 shares of Common Stock, (2) $30
million aggregate
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1
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Excludes
as outstanding shares 58,904,993 shares of Common Stock into which all
Exchangeable Securities are exchangeable and 8,064,516 shares of Common
Stock issuable upon conversion of the Notes. The percentage is
based on 261,197,179 shares of common stock outstanding, which consists of
(i) 252,658,619 shares outstanding as of December 31, 2009 as represented
by the Issuer and (ii) 8,538,560 shares of Common Stock issuable upon
exercise of warrants to purchase common stock held by
Franklin. Including as outstanding shares 58,904,993 shares of
Common Stock into which all Exchangeable Shares are exchangeable, the
percentage would be 4.6%.
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CUSIP
NO. 37929X 107
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SCHEDULE
13D
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Page 6 of
11 Pages
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principal
amount of the Notes, which are convertible into 8,064,516 shares of Common
Stock, (3) 1,800,000 Sponsors’ Warrants to purchase 1,800,000 shares of
Common Stock, (4) 2,000,000 Co-Investment Warrants to purchase 2,000,000
shares of Common Stock and (5) 4,738,560 Founders’ Warrants to purchase
4,738,560 shares of Common Stock2) held by the parties to the Voting
Agreement)
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(c)
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Sole
power to dispose or direct the disposition: 14,337,228 shares3
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(d)
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Shared
power to dispose or direct the
disposition: -0-
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Paragraph
(c) of Item 5 is amended to add the following information:
On
February 12, 2010, the Issuer awarded 300,000 shares of restricted Common Stock
to Franklin under the Issuer's 2009 Long-Term Incentive Plan. These
shares of restricted stock vest in three equal installments on each of May 15,
2010, 2011 and 2012.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
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Item 6 is
amended to add the following information:
Voting
Agreement
Pursuant
to the Franklin Joinder, on February 12, 2010 Franklin joined the Voting
Agreement originally entered into by the Voting Agreement Parties other than
Franklin (together with Franklin, the “controlling stockholders”) and the Issuer
on June 22, 2007 in connection with the controlling stockholders’ control of the
Issuer. A copy of the Voting Agreement is included as Annex F in the Issuer’s
definitive proxy statement dated October 12, 2007 and is incorporated herein by
reference. Following the Franklin Joinder, the controlling stockholders control
approximately 53.7% of the voting power of the outstanding shares of capital
stock of the Issuer.
Voting
Arrangement
The
controlling stockholders have agreed to vote all of the shares of Common Stock
and Series A Preferred Stock and any other security of the Issuer beneficially
owned by the controlling stockholders that entitles them to vote in the election
of directors of the Issuer (the “Voting Stock”), in accordance with the
agreement and direction of the parties holding the majority of the Voting Stock
collectively held by all controlling stockholders (the “Voting Block”) with
respect to each of the following events:
2
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The
Founders' Warrants are not currently
exercisable.
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3
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Excludes
300,000 shares of restricted Common Stock over which Franklin does not
have dispositive power prior to their vesting in three equal installments
on each of May 15, 2010, 2011 and
2012.
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CUSIP
NO. 37929X 107
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SCHEDULE
13D
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Page
7 of 11 Pages
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·
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the
nomination, designation or election of the members of the board of
directors of the Issuer (or the board of any subsidiary) or their
respective successors (or their
replacements);
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·
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the
removal, with or without cause, from the board of directors (or the board
of any subsidiary) of any director;
and
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·
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any
change in control of the Issuer.
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The
controlling stockholders and the Issuer have agreed that so long as the
controlling stockholders and their respective permitted transferees collectively
beneficially own (1) more than 25% of the Voting Stock and at least one
Principal is an employee, partner or member of the Issuer or any subsidiary of
the Issuer or (2) more than 40% of the Voting Stock, the Issuer will not
authorize, approve or ratify any of the following actions or any plan with
respect thereto without the prior approval of the Principals who are then
employed by the Issuer or any of its subsidiaries and who beneficially own more
than 50% of the aggregate amount of Voting Stock held by all continuing
Principals:
·
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any
incurrence of indebtedness, in one transaction or a series of related
transactions, by the Issuer or any of its subsidiaries in excess of $570.0
million or, if a greater amount has been previously approved by the
controlling stockholders and their respective permitted transferees, such
greater amount;
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·
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any
issuance by the Issuer of equity or equity-related securities that would
represent, after such issuance, or upon conversion, exchange or exercise,
as the case may be, at least 20% of the total voting power of the Issuer,
other than (1) pursuant to transactions solely among the Issuer and its
wholly-owned subsidiaries, and (2) upon conversion of convertible
securities or upon exercise of warrants or
options;
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·
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any
commitment to invest or investment or series of related commitments to
invest or investments in a person or group of related persons in an amount
greater than $250.0 million;
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·
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the
adoption of a shareholder rights
plan;
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·
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any
appointment of a Chief Executive Officer or Co-Chief Executive Officer of
the Issuer; or
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·
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the
termination of the employment of a Principal with the Issuer or any of its
material subsidiaries without
cause.
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The
controlling stockholders and the Issuer have agreed, subject to the fiduciary
duties of the directors of the Issuer, that so long as the controlling
stockholders and their respective permitted transferee(s) beneficially own
Voting Stock representing:
·
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more
than 50% of the total voting power of the Issuer, the Issuer will nominate
individuals designated by the Voting Block such that the controlling
stockholders will have six designees on the board of directors if the
number of directors is ten or eleven, or five designees on the board if
the number of directors is nine or less and, in each case, assuming such
nominees are elected;
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CUSIP
NO. 37929X 107
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SCHEDULE
13D
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Page 8 of
11 Pages
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·
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between
40% and 50% of the total voting power of the Issuer, the Issuer will
nominate individuals designated by the Voting Block such that the
controlling stockholders will have five designees on the board of
directors if the number of directors is ten or eleven, or four designees
on the board if the number of directors is nine or less and, in each case,
assuming such nominees are elected;
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·
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between
25% and 40% of the total voting power of the Issuer, the Issuer will
nominate individuals designated by the Voting Block such that the
controlling stockholders will have four designees on the board of
directors if the number of directors is ten or eleven, or three designees
on the board if the number of directors is nine or less and, in each case,
assuming such nominees are elected;
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·
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between
10% and 25% of the total voting power of the Issuer, the Issuer will
nominate individuals designated by the Voting Block such that the
controlling stockholders will have two designees on the board of
directors, assuming such nominees are elected;
and
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·
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less
than 10% of the total voting power of the Issuer, the Issuer will have no
obligation to nominate any individual that is designated by the
controlling stockholders.
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In the
event that any designee for any reason ceases to serve as a member of the board
of directors during his or her term of office, the resulting vacancy on the
board will be filled by an individual designated by the controlling
stockholders.
Transfer
Restrictions
No
controlling stockholder may transfer Voting Stock except that transfers may be
made to permitted transferees (as defined in the Voting Agreement) and in public
markets as permitted by the Shareholders Agreement described below.
Drag-Along
Rights
The
controlling stockholders have agreed that if (1) the Voting Block proposes to
transfer all of the Voting Stock held by it to any person other than a Principal
or a Trustee, (2) such transfer would result in a change in control of the
Issuer, and (3) if such a transfer requires any approval under the Voting
Agreement or under the Shareholders Agreement, such transfer has been approved
in accordance with the Voting Agreement and the GLG shareholders agreement, then
if requested by the Voting Block, each other controlling stockholder will be
required to sell all of his or its Voting Stock.
Restrictions
on Other Agreements
The
controlling stockholders have agreed not to enter into or agree to be bound by
any other stockholder agreements or arrangements of any kind with any person
with respect to any Voting Stock, including, without limitation, the deposit of
any Voting Stock in a voting trust or forming, joining or in any way
participating in or assisting in the formation of a group with respect to any
Voting Stock, except to the extent contemplated by the Shareholders
Agreement.
CUSIP
NO. 37929X 107
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SCHEDULE
13D
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Page 9 of
11 Pages
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Transferees
Any
permitted transferee (other than a limited partner of Sage Summit LP and
Lavender Heights Capital LP) of a controlling stockholder will be subject to the
terms and conditions of the Voting Agreement as if such permitted transferee
were a controlling stockholder. Each controlling stockholder has agreed (1) to
cause its respective permitted transferees to agree in writing to be bound by
the terms and conditions of the Voting Agreement and (2) that such controlling
stockholder will remain directly liable for the performance by its respective
permitted transferees of all obligations of such permitted transferees under the
voting agreement.
Amendment
and Joinder to Voting Agreement
On
February 12, 2010, the Voting Agreement was amended concurrently with the
Franklin Joinder (the “Amendment and Joinder ”) to provide that Franklin (a) may
at any time (i) transfer any or all of his Voting Stock to any Person or (ii)
upon no less than 30 days written notice to all other Voting Agreement Parties,
withdraw from the Voting Agreement, (b) shall not be subject to Section 4 (Drag-Along Rights) and
Section 9.11 (Endorsement of
Voting Stock Share Certificates) of the Voting Agreement and (c) will
only indemnify other Stockholder Parties for breaches of the Voting Agreement by
Franklin. Except as described in the preceding sentence, all other
provisions of the Voting Agreement are binding on Franklin for so long as he is
a party to the Voting Agreement. Upon Franklin’s transfer of Voting
Stock, any proxy or power granted by Franklin will terminate with respect to the
transferred Voting Stock and Franklin’s transferred Voting Stock will become
free of any restrictions or obligations under the Voting Agreement. Upon
Franklin’s withdrawal from the Voting Agreement, (1) any proxy or power granted
by Franklin will terminate, (2) all of Franklin’s Voting Stock will become free
of any restrictions or obligations under the Voting Agreement and (3) the
amendments to the Voting Agreement described above will cease to have any force
or effect. All provisions of the Voting Agreement will continue in
full force and effect with respect to all other Voting Agreement
Parties. The Voting Agreement was also amended to reflect the
Issuer’s name change from Freedom Acquisition Holdings, Inc. to GLG Partners,
Inc. A copy of the Amendment and Joinder is included as Exhibit 10.1
to the Issuer's Current Report on Form 8-K filed on February 19, 2010 and is
incorporated herein by reference.
CUSIP
NO. 37929X 107
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SCHEDULE
13D
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Page 10 of
11 Pages
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Item
7.
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Material to be Filed
as Exhibits.
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Exhibit
1.
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Amendment
No. 1 and Joinder to the Voting Agreement, dated as of February 12, 2010,
among the Reporting Person, the other Voting Agreement Parties and the
Issuer included as Exhibit 10.1 to the Current Report on Form 8-K of the
Issuer (File No. 001-33217) filed on February 19, 2010, is incorporated
herein by reference.
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CUSIP
NO. 37929X 107
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SCHEDULE
13D
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Page 11 of
11 Pages
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SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief, the
undersigned hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: February
19, 2010
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By: /s/
Martin E.
Franklin
Martin
E. Franklin
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