UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2009

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to

GHL Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		26-1344998
(State of Incorporation)		(I.R.S. Employer Identification No.)
300 Park Avenue, 23rd Floor
New York, New York		10022
(Address of principal executive offices)		(Zip Code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ (Do not check if a smaller reporting company)		Smaller reporting company o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes þ No o

     As of May 8, 2009, there were 48,500,000 shares of the registrant’s common stock outstanding.

 

 

TABLE OF CONTENTS

Item No.				Page
Part I. Financial Information					3
1. Financial Statements					3
Statements of Financial Condition as of March 31, 2009 (unaudited) and December 31, 2008					3
Unaudited Statements of Income for the three months ended March 31, 2009 and 2008, and for the Period from November 2, 2007 (Inception) to March 31, 2009					4
Unaudited Statement of Stockholders’ Equity for the Period from November 2, 2007 (Inception) to March 31, 2009					5
Unaudited Statements of Cash Flows for the three months ended March 31, 2009 and 2008 and for the Period from November 2, 2007 (Inception) to March 31, 2009					6
Notes to Unaudited Financial Statements					7
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations					15
3. Quantitative and Qualitative Disclosures About Market Risk					20
4. Controls and Procedures					20
Part II. Other Information
1. Legal Proceedings					21
1A. Risk Factors					21
2. Unregistered Sales of Equity Securities and Use of Proceeds					21
3. Defaults Upon Senior Securities					21
4. Submission of Matters to a Vote of Security Holders					21
5. Other Information					21
6. Exhibits					22
Signatures					S-1
Exhibits
EX-31.1
EX-31.2
EX-32.1
EX-32.2

Part I. Financial Information

Item 1. Financial Statements

GHL Acquisition Corp.
(A Corporation in the Development Stage)

Statements of Financial Condition

		March 31,				December 31,
		2009				2008
		(unaudited)
Assets:
Current assets:
Cash and cash equivalents		$	2,249			$	129,140
Prepaid expenses			83,333				11,667
Income tax receivable			—				2,667
Total current assets			85,582				143,474
Deferred tax asset			1,376,614				1,168,232
Investments held in trust at broker, including accrued interest of $146,297 and $110,490 at March 31, 2009 and December 31, 2008, respectively			401,901,589				401,838,554
Total assets		$	403,363,785			$	403,150,260
Liabilities and Stockholders’ Equity:
Current liabilities:
Accrued expenses		$	1,658,357			$	1,610,848
Income tax payable			132,870				—
Total current liabilities			1,791,227				1,610,848
Deferred underwriter commissions			11,288,137				11,288,137
Total liabilities			13,079,364				12,898,985
Common stock subject to possible conversion (11,999,999 shares, at conversion value)			119,987,999				119,987,999
Preferred stock, $0.0001 par value
Authorized 1,000,000 shares
None issued and outstanding at March 31, 2009 and December 31, 2008, respectively			—				—
Common stock, $0.001 par value
Authorized 200,000,000 shares
Issued and outstanding 48,500,000 shares (including 11,999,999 shares of common stock subject to possible conversion presented above) at March 31, 2009 and December 31, 2008			48,500				48,500
Additional paid-in capital			268,562,770				268,562,770
Retained earnings accumulated during the development stage			1,685,152				1,652,006
Total stockholders’ equity			270,296,422				270,263,276
Total liabilities and stockholders’ equity		$	403,363,785			$	403,150,260

See notes to the financial statements (unaudited).

GHL Acquisition Corp.
(A Corporation in the Development Stage)

Statements of Income

(unaudited)

										For the
										Period from
										November 2,
		Three				Three				2007
		Months				Months				(Inception)
		ended				ended				to
		March 31,				March 31,				March 31,
		2009				2008				2009
Professional fees		$	253,044			$	63,726			$	2,567,193
Other operating expenses			209,689				48,541				491,537
Total expenses			462,733				112,267				3,058,730
Other income — interest			523,034				1,213,016				6,127,588
Income before provision for taxes			60,301				1,100,749				3,068,858
Provision for income taxes			27,155				556,357				1,383,706
Net income		$	33,146			$	544,392			$	1,685,152
Weighted average shares outstanding — basic and diluted			48,500,000				27,485,989
Earnings per common share — basic and diluted		$	0.00			$	0.02

See notes to the financial statements (unaudited).

GHL Acquisition Corp.
(A Corporation in the Development Stage)

Statements of Changes in Stockholders’ Equity (unaudited)

For the Period from November 2, 2007 (Inception) to March 31, 2009

														Retained Earnings
														(Deficit)
														Accumulated
														during the				Total
		Common Stock								Additional				Development				Stockholders’
		Shares				Amount				Paid-in Capital				Stage				Equity
Balance at November 2, 2007 (Inception)			—			$	—			$	—			$	—			$	—
Issuance of units to Founder on November 13, 2007 at approximately $0.002 per unit			11,500,000				11,500				13,500				—				25,000
Net loss			—				—				—				(3,812	)			(3,812	)
Balance at December 31, 2007			11,500,000				11,500				13,500				(3,812	)			21,188
Sale of 40,000,000 units through public offering at $10.00 per unit, net of underwriter’s discount and offering expenses and excluding $119,987,999 of proceeds allocable to 11,999,999 shares of common stock subject to possible conversion			40,000,000				40,000				260,546,270				—				260,586,270
Sale of private placement warrants			—				—				8,000,000				—				8,000,000
Forfeiture of 1,725,000 units by Founder on January 10, 2008			(1,725,000	)			(1,725	)			1,725				—				—
Forfeiture of 1,275,000 units by Founder on March 27, 2008			(1,275,000	)			(1,275	)			1,275				—				—
Net income			—				—				—				1,655,818				1,655,818
Balance at December 31, 2008			48,500,000				48,500				268,562,770				1,652,006				270,263,276
Net income			—				—				—				33,146				33,146
Balance at March 31, 2009			48,500,000			$	48,500			$	268,562,770			$	1,685,152			$	270,296,422

See notes to the financial statements (unaudited).

GHL Acquisition Corp.
(A Corporation in the Development Stage)

Statements of Cash Flows

(unaudited)

										For the Period
										from November
		Three Months				Three Months				2, 2007
		ended				ended				(Inception)
		March 31,				March 31,				to
		2009				2008				March 31, 2009
Cash flows from operating activities:
Net income		$	33,146			$	544,392			$	1,685,152
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Non-cash items included in net income:
Deferred taxes			(208,382	)			—				(1,376,614	)
Changes in operating assets and liabilities:
Interest income receivable			(146,297	)			(709,445	)			(256,787	)
Prepaid expenses			(71,666	)			(116,667	)			(83,333	)
Accrued expenses			47,509				38,726				1,658,357
Accrued interest expense			—				3,306				5,844
Due to related party			—				21,506				—
Income tax payable			132,870				556,357				132,870
Income tax receivable			2,667				—				—
Net cash provided by (used in) operating activities			(210,153	)			338,175				1,765,489
Cash flows from investing activities:
Proceeds invested in Trust Account			—				(400,000,000	)			(400,000,000	)
Interest income in Trust Account			83,262				(503,571	)			(1,644,802	)
Net cash provided by (used in) investing activities			83,262				(400,503,571	)			(401,644,802	)
Cash flows from financing activities:
Proceeds from public offering			—				400,000,000				400,000,000
Proceeds from issuance of private placement warrants			—				8,000,000				8,000,000
Payment of underwriting fee			—				(6,900,000	)			(6,900,000	)
Payment of costs associated with offering			—				(135,042	)			(1,146,972	)
Proceeds from note payable to related party			—				—				250,000
Payment of note payable to related party			—				(255,844	)			(255,844	)
Deferred offering costs			—				—				(90,622	)
Proceeds from sale of Founder units			—				—				25,000
Net cash provided by financing activities			—				400,709,114				399,881,562
Net increase (decrease) in cash			(126,891	)			543,718				2,249
Cash and cash equivalents, at beginning of period			129,140				184,378				—
Cash and cash equivalents, at end of period		$	2,249			$	728,096			$	2,249
Supplemental disclosure:
Interest paid		$	—			$	5,844			$	5,844
Taxes paid		$	100,000			$	395			$	2,770,050
Supplemental disclosure of non-cash financing activities:
Accrued deferred underwriter commissions		$	11,288,137			$	11,288,137			$	11,288,137

See notes to the financial statements (unaudited).

GHL Acquisition Corp.
(a corporation in the development stage)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 1 — Organization, Business Operations, and Basis of Presentation

          GHL Acquisition Corp. (the ''Company’’), a blank check company, was incorporated in Delaware on November 2, 2007 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or assets (''Business Combination’’). The Company is considered in the development stage and is subject to the risks associated with development stage companies.

          At March 31, 2009, the Company had not yet commenced any operations. All activity through March 31, 2009 relates to the Company’s formation, initial public offering (the “Public Offering”) and proposed business combination as described in Notes 3 and 9, respectively.

          The registration statement for the Public Offering was declared effective February 14, 2008. The Company consummated the Public Offering on February 21, 2008 and received gross proceeds of approximately $408,000,000, consisting of $400,000,000 from the Public Offering and $8,000,000 from the sale of the private placement warrants to the Company’s founder, Greenhill & Co., Inc. (the “Founder”). Upon the closing of the Public Offering, the Company paid $6,900,000 of underwriting fees to a third party and placed $400,000,000 of the total proceeds into a trust account (“Trust Account”). The remaining proceeds of $1,100,000 were used to pay a portion of the offering costs.

          The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. Up to $5,000,000 of interest, subject to adjustment, earned on the Trust Account balance may be released to the Company to fund working capital requirements and additional interest earnings may be released to fund income tax obligations. As used herein, “Target Business” shall mean one or more businesses that at the time of the Company’s initial Business Combination has a fair market value of at least 80% of the Company’s net assets (which includes all of the Company’s assets, including the funds held in the Trust Account, less the Company’s liabilities (excluding deferred underwriting discounts and commissions of $11,288,137). There is no assurance that the Company will be able to successfully effect a Business Combination.

          The Company, after signing a definitive agreement for a Business Combination, is required to submit such transaction for stockholder approval. In the event that (i) a majority of the outstanding shares of common stock sold in the Public Offering that vote in connection with a Business Combination vote against the Business Combination or the proposal to amend the Company’s amended and restated certificate of incorporation to provide for its perpetual existence or (ii) public stockholders owning 30% or more of the shares sold in the Public Offering vote against the Business Combination and exercise their conversion rights described below, the Business Combination will not be consummated. The Company’s stockholders prior to the Public Offering (“Insiders”) agreed to vote their 8,500,000 Founder’s shares of common stock in accordance with the vote of the majority of the shares voted by all the holders of the shares sold in the Public Offering (“Public Stockholders”) with respect to any Business Combination and related amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence. Moreover, the Company’s stockholders prior to the Public Offering and the Company’s officers and directors agreed to vote any shares of common stock acquired in, or after, the Public Offering in favor of the Business Combination and related amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence. After consummation of a Business Combination, these voting provisions will no longer be applicable.

          With respect to a Business Combination which is approved and consummated, any Public Stockholder who votes against the Business Combination may demand that the Company convert his or her shares into cash. The per share conversion price will equal the amount in the Trust Account, calculated as of two business days prior to the consummation of the proposed Business Combination, inclusive of any interest, net of any taxes due on such interest and net of franchise taxes, and net of up to $5,000,000 in interest income on the Trust Account balance previously released to us to fund working capital requirements, divided by the number of shares of common stock held by Public Stockholders at the consummation of the Public Offering. The Company will proceed with the Business Combination if Public Stockholders owning no more than 30% (minus one share) of the shares sold in the Public Offering both vote against the Business Combination and exercise their conversion rights. Accordingly, Public Stockholders holding 11,999,999 shares sold in the Public Offering may seek conversion of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Account computed without regard to the shares of common stock held by the Company’s stockholders prior to the consummation of the Public Offering.

          The Company’s amended and restated certificate of incorporation provides that the Company will continue in existence only until February 14, 2010. If the Company has not completed a Business Combination by such date, its corporate existence will cease and it will liquidate. In the event of liquidation, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Public Offering price per share in the Public Offering (assuming no value is attributed to the Warrants contained in the units to be offered in the Public Offering discussed in Note 3).

Note 2 — Summary of Significant Accounting Policies

     Cash and Cash Equivalents

          The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

     Fair Value of Financial Instruments

Effective January 1, 2008, the Company adopted FASB Statement No. 157, “Fair Value Measurements” (“SFAS 157”), for assets and liabilities measured at fair value on a recurring basis. SFAS 157 accomplished the following key objectives:

	•		Defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date;
	•		Establishes a three-level hierarchy (“valuation hierarchy”) for fair value measurements;
	•		Requires consideration of the Company’s creditworthiness when valuing liabilities; and
	•		Expands disclosures about instruments measured at fair value.

     The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of the valuation hierarchy and the distribution of the Company’s financial assets within it are as follows:

	•		Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
	•		Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	•		Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.

     The Company’s assets carried at fair value on a recurring basis are its investments in money market securities within investments held in trust at broker on the statements of financial condition. The securities have been classified within level 1, as their valuation is based on quoted prices for identical assets in active markets.

     The estimated fair value at March 31, 2009 including accrued interest is as follows:

														Balance as
														of
														March 31,
		Level 1				Level 2				Level 3				2009
Investments		$	401,901,589			$	—			$	—			$	401,901,589
Total investments		$	401,901,589			$	—			$	—			$	401,901,589

     Use of Estimates

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ materially from those estimates.

     Earnings per Share

     The Company calculates earnings per share (“EPS”) in accordance with FASB Statement No. 128, “Earnings per Share” (“SFAS 128”). Basic and diluted EPS is calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the period.

     Warrants issued by the Company in the initial public offering and private placement are contingently exercisable at the later of one year from the date of the offering and the consummation of a business combination, provided, in each case, there is an effective registration statement covering the shares issuable upon exercise of the warrants. Hence, the shares of common stock underlying the warrants are excluded from basic and diluted EPS.

     Income Taxes

     The Company accounts for taxes in accordance with FASB Statement No. 109, “Accounting for Income Taxes” (“SFAS 109”), which requires the recognition of tax benefits or expenses on the temporary differences between the financial reporting and tax bases of its assets and liabilities. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. The

Company also complies with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” an interpretation of FASB Statement No. 109 (“FIN 48”), which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits.

     Transaction Costs

     Effective January 1, 2009, the Company adopted FASB Statement No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). Under SFAS 141R, the Company recognizes as expense the direct costs of a business combination in the period in which the expense is incurred. The Company has expensed transaction costs incurred prior to January 1, 2009 in accordance with the transitional guidance under SFAS 141R, which allows transaction costs to be expensed for an acquisition that will not close until after the effective date of SFAS 141R.

     Business Combinations

     In April 2008, FASB Staff Position No. FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”) was issued. FSP FAS 142-3 amends the factors that should be considered in developing a renewal or extension assumptions used for purposes of determining the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). FSP FAS 142-3 is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R and other U.S. generally accepted accounting principles. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008. The Company will assess the potential effect of FSP FAS 142-3, if applicable, once the Company enters into a business combination.

Note 3 —Public Offering

     The Company sold in its Public Offering 40,000,000 units at a price of $10.00 per unit. Each unit (a “Unit”) consists of one share of the Company’s common stock, $0.001 par value, and one Redeemable Common Stock Purchase Warrant (a “Warrant”). Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $7.00 commencing on the later of the completion of a Business Combination or 12 months from the effective date of the Public Offering and expiring five years from the effective date of the Public Offering or earlier upon redemption or liquidation of the Trust Account. The Company may redeem all of the Warrants, at a price of $.01 per Warrant upon 30 days’ prior notice while the Warrants are exercisable, and there is an effective registration statement covering the common stock issuable upon exercise of the Warrants current and available, only if the last sales price of the common stock is at least $14.25 per share for any 20 trading days within a 30-trading-day period ending on the third day prior to the date on which notice of redemption is given. The Company will not redeem the Warrants unless an effective registration statement covering the shares of common stock issuable upon exercise of the Warrants is current and available throughout the 30-day redemption period. If the Company calls the Warrants for redemption as described above, the Company’s management will have the option to adopt a plan of recapitalization pursuant to which all holders that wish to exercise Warrants would be required to do so on a “cashless basis”. In such event, each exercising holder would surrender the Warrants for that number of shares of common stock equal to the quotient obtained by dividing (i) the product of the number of shares of common stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “fair market value” (defined below) by (ii) the fair market value. The “fair market value” means the average reported last sales price of the Company’s common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants. In accordance with the Warrant Agreement relating to the Warrants sold and issued in the Public Offering, the Company will only be required to use its best efforts to

maintain the effectiveness of the registration statement covering the common stock issuable upon exercise of the Warrants. The Company will not be obligated to deliver securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at the time of exercise. Additionally, if a registration statement is not effective at the time of exercise, the holder of such Warrant shall not be entitled to exercise such Warrant and in no event (whether in the case of a registration statement not being effective or otherwise) will the Company be required to net cash settle the Warrant exercise. Consequently, the Warrants may expire unexercised and unredeemed. The number of Warrant shares issuable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of the events enumerated in the Warrant Agreement.

     The Warrants are classified within stockholders’ equity since, under the terms of the Warrants, the Company cannot be required to settle or redeem them for cash.

     Total underwriting fees, including contingent fees, related to the Public Offering aggregate to $23,251,500. The Company paid $6,900,000 upon closing of the Public Offering, $11,288,137 is payable only upon the consummation of a Business Combination, and $5,063,363 is payable only upon the consummation of a Business Combination less any pro-rata reductions resulting from the exercise of the stockholder conversion rights. Specifically, Banc of America Securities LLC and other underwriters have agreed that approximately 70% of the underwriting discounts will not be payable unless and until the Company completes a Business Combination and have waived their right to receive such payment upon the Company’s liquidation if the Company is unable to complete a Business Combination. The deferred underwriting commission paid will be less pro-rata reductions resulting from the exercise of the stockholder conversion rights as described in the Proxy Statement. Accordingly, on the statement of financial condition, the $11,288,137 liability for deferred underwriting commission excludes $5,063,363, which is included net in common stock subject to possible conversion.

     On March 31, 2009, $401,901,589 was held in trust, of which the Company had the right to withdraw $1,901,589 to fund working capital needs and the payment of income and franchise taxes. The Company also had $2,249 of unrestricted cash available.

Note 4 — Related Party Transactions and Commitments

     The Company presently occupies office space provided by the Founder. The Founder has agreed that, until the Company consummates a Business Combination, it will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company has agreed to pay the Founder a total of $10,000 per month for such services commencing on the effective date of the Public Offering and will terminate upon the earlier of (i) the consummation of a Business Combination, or (ii) the liquidation of the Company. The Company paid a total of $30,000 with respect to this commitment for the period ended March 31, 2009.

     From time to time, the Founder funds administrative expenses, such as travel expenses, meals and entertainment and office supplies, incurred in the ordinary course of business. Such expenses are to be reimbursed by the Company to the Founder. As of December 31, 2008, the Founder has funded a total of $7,857 of administrative expenses, all of which were repaid during the period ended March 31, 2009.

     On January 10, 2008, the Company cancelled 1,725,000 Founder’s Units, which were surrendered in a recapitalization, leaving the Founder with a total of 9,775,000 Units. Of the 9,775,000 Founder’s Units, an aggregate of 1,275,000 Founder’s Units, including the common stock included therein, were forfeited on March 27, 2008, following the expiration of the over-allotment option of Banc of America Securities LLC and the other underwriters pursuant to the terms of the applicable purchase agreement.

Note 5 — Income Taxes

     The components of the provision for income taxes for the three months ended March 31, 2009 and 2008 are set forth below:

		For the Three				For the Three
		Months				Months
		Ended				Ended
		March 31, 2009				March 31, 2008
		(unaudited)
Current taxes:
U.S. federal		$	148,105			$	353,586
State and local			87,432				202,771
Total current tax expense			235,537				556,357
Deferred taxes:
U.S. federal			(131,030	)			(34,285	)
State and local			(77,352	)			(14,310	)
Valuation allowance			—				48,595
Total deferred tax expense			(208,382	)			—
Total provision for income taxes		$	27,155			$	556,357

     Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse.

     The Company has a deferred income tax asset for the tax effect of temporary differences of $1,376,614 at March 31, 2009. The Company has not provided a valuation allowance, since it expects the benefit to be fully recoverable.

     The effective tax rate of 45% differs from the statutory U.S. federal income tax rate of 34% due to the provision for state and local taxes.

     For the quarters ended March 31, 2009 and 2008, the Company performed a tax analysis in accordance with FIN 48. Based upon that analysis the Company was not required to accrue any liabilities pursuant to FIN 48.

Note 6 — Earnings per Share

     The computations of basic and diluted EPS are set forth below:

		For the Three				For the Three
		Months				Months
		Ended				Ended
		March 31, 2009				March 31, 2008
		(unaudited)
Numerator for basic and diluted earnings per share — net income available to common stockholders		$	33,146			$	544,392
Denominator for basic and diluted earnings per share — weighted average number of common shares			48,500,000				27,485,989
Earnings per common share — basic and diluted		$	0.00			$	0.02

Note 7 — Transaction Costs

     For the three months ended March 31, 2009, the Company incurred transaction costs relating to the proposed business combination (as disclosed in Note 9) in the amount of $139,691. Such transaction costs were expensed as professional fees, as permitted under SFAS 141R, since the proposed business combination will close after January 1, 2009, the effective date of SFAS 141R. No transaction costs were incurred for the three months ended March 31, 2008.

Note 8 — Market/Credit Risks

     The Company maintains its cash and cash equivalents with financial institutions with high credit ratings. At times, the Company may maintain deposits in federally insured financial institutions in excess of federally insured (FDIC) limits. However, management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institution in which those deposits are held. The Company does not believe the investments held in trust at broker are subject to significant credit risk as the portfolio is invested in money market securities, which meet the applicable conditions of 2a-7 of the Investment Company Act of 1940. The Company has not experienced any losses on this account.

     The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors (other than its independent auditors), prospective target businesses and other entities it engages, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. The Founder has agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors, service providers or other entities that are owed money by the Company for services rendered to or contracted for or products sold to the Company. There can be no assurance that it will be able to satisfy those obligations.

Note 9 — Proposed Business Combination

     On September 22, 2008, the Company announced that it had entered into an agreement (the “Transaction Agreement”) to acquire Iridium Holdings LLC (“Iridium Holdings”), a leading provider of voice and data mobile satellite services (the “Proposed Business Combination”). On April 28, 2009, the Company and Iridium Holdings announced the signing of an amendment to the Transaction Agreement. Under the terms of the amendment, the aggregate consideration payable by the Company to Iridium Holdings’ existing shareholders will be reduced by 15%. The amended agreement, unanimously approved by the Board of Directors of the Company and Iridium Holdings, as well as Iridium Holdings’ major shareholders, values Iridium Holdings at an enterprise value of approximately $517.3 million. The Company will acquire Iridium Holdings in exchange for 29,400,000 shares of its common stock (36,000,000 shares under the original Transaction Agreement), $77.1 million of cash, subject to adjustment, and assume approximately $145.8 million of net debt of Iridium Holdings ($130.8 million of net debt under the original agreement). In addition, 90 days following the closing of the Proposed Business Combination, if Iridium Holdings has in effect a valid election under Section 754 of the Internal Revenue Code of 1986, as amended, the Company will make a tax benefits payment of $25.5 million in aggregate to certain sellers to compensate for the tax basis step-up (up to $30.0 million under the original agreement). Upon the closing of the Proposed Business Combination, Iridium Holdings will become a subsidiary of the Company and the combined enterprise will be renamed “Iridium Communications Inc.” and intends to apply for listing on NYSE.

     The closing of the Proposed Business Combination is subject to customary closing conditions including the expiration or termination of waiting periods under the Hart-Scott-Rodino Act, Federal Communications Commission approval, other regulatory approvals and the approval of the Company’s stockholders, including a majority of the shares of the Company’s common stock issued in its Public Offering. The Company was granted early termination of the Hart-Scott-Rodino Act in October 2008. In addition, the closing of the Proposed Business Combination is conditioned on the requirement that stockholders owning not more than 11,999,999 shares of the Company’s common stock (such number representing 30 percent minus one share of the 40,000,000 shares of issued in its Public Offering) vote against the Proposed Business Combination and validly exercise their conversion rights to have their shares converted into cash, as permitted by the Company’s certificate of incorporation. The Company’s Initial Stockholders have agreed to vote the 8,500,000 shares they already own, which were issued to them prior to the Company’s Public Offering, in accordance with the vote of the holders of a majority of the shares issued in the Public Offering. The Proposed Business Combination is expected to occur during the summer of 2009.

     If (a) the Transaction Agreement is terminated either by the Company or Iridium Holdings because the Company’s stockholders shall have failed to approve the Proposed Business Combination, (b) the Company breaches its obligations to hold a stockholder meeting or to use its reasonable best efforts to consummate the Proposed Business Combination contemplated by the Transaction Agreement, and (c) the Company consummates an initial business combination (other than with Iridium Holdings), the Company will be obligated to pay to Iridium Holdings within two business days of the consummation of such other business combination, a break-up fee consisting of $5,000,000 in cash, shares of the Company’s common stock or combination thereof, at the Company’s election (the “Termination Fee”). The Termination Fee will be the exclusive remedy of Iridium Holdings, the Sellers and their respective affiliates with respect to any such breach except in the case where, prior to 10 business days immediately following the termination of the Transaction Agreement, Iridium Holdings notifies the Company in writing that it believes in good faith the Company has committed willful breach of the Transaction Agreement. In that case, the Company need not pay the Termination Fee and Iridium Holdings shall have the right to pursue its remedies for willful breach against the Company, subject to other limitations set forth in the Transaction Agreement.

     Effective upon completion of the Proposed Business Combination, the Founder has agreed to forfeit the following securities of the Company which it currently owns: (1) 1,441,176 common shares; (2) 8,369,563 founder warrants; and (3) 4,000,000 private placement warrants. These forfeitures will reduce the Company’s shares and warrants outstanding immediately post-closing.

Note 10 — Subsequent Event

     On April 13, 2009, the Company withdrew $800,000 from the trust account; $650,000 of which was used for working capital purposes and $150,000 of which was used for the payment of federal, state and local income taxes and franchise taxes. On May 6, 2009, the Company withdrew another $170,000 from the trust account for working capital purposes. As of May 8, 2009, after giving effect to the Company’s withdrawal of interest on the funds held in the trust account, approximately $401,051,908 was held in the trust and the Company had approximately $30,795 of unrestricted cash equivalents available.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

          In this Management’s Discussion and Analysis of Financial Condition and Results of Operations, “we”, “our”, “firm” and “us” refer to GHL Acquisition Corp. References to “Greenhill” refer to Greenhill & Co., Inc., our founding stockholder. References to “initial stockholders” refer to Greenhill and its permitted transferees. References to “public stockholders” refers to purchasers of shares of our common stock in our initial public offering or in the secondary market, including our founding stockholder, officers or directors and their affiliates to the extent they purchased or acquired shares in the initial public offering or in the secondary market.

Cautionary Statement Concerning Forward-Looking Statements

          The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this report. We have made statements in this discussion that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These factors include, but are not limited to, those discussed in our Report on Form 10-K under the caption “Risk Factors”.

          Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date hereof.

Overview

          We are a blank check company organized under the laws of the State of Delaware on November 2, 2007. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or assets. Prior to executing the transaction agreement with Iridium Holdings LLC (“Iridium Holdings”) as described below in “Proposed Initial Business Combination,” our activities were limited to organization matters, completing our initial public offering and identifying and evaluating possible business combination opportunities.

          On February 21, 2008, we completed our initial public offering of 40,000,000 units at a price of $10.00 per unit, with each unit consisting of one share of common stock and one warrant exercisable for one share of common stock at an initial exercise price of $7.00. On February 21, 2008, we also consummated a private placement of warrants, to Greenhill, our founding stockholder, for an aggregate purchase price of $8.0 million. Our common stock and warrants began trading separately on the NYSE Amex (formerly the American Stock Exchange) on March 20, 2008.

          We generated gross proceeds of $408.0 million from our initial public offering and the concurrent private placement of warrants. Of the gross proceeds, (i) we deposited $400.0 million into a trust account being maintained by American Stock Transfer & Trust Company, as trustee (which included approximately $16.4 million of deferred underwriting discounts and commissions), (ii) the underwriters received $6.9 million as underwriting fees (excluding the deferred underwriting fees), (iii) we retained $0.9 million to pay offering expenses and (iv) we also retained $0.2 million to fund expenses relating to our initial public offering and to fund a portion of our working capital. Up to $5.0 million of the interest earned on the trust account may be released to us to fund our working capital requirements; through March 31, 2009, approximately $1.5 million of such interest had been released to us for working capital. We are entitled to

make additional withdrawals from earnings to the extent necessary for the payment of federal, state and local income taxes resulting on income earned on the trust account and for the payment of franchise taxes.

          Our initial business combination must be with a target business or businesses with a fair market value of at least 80% of the balance in the trust account at the time of such business combination (less deferred underwriting discounts and commissions payable upon consummation of a business combination to the underwriters of our initial public offering). In addition, we may only consummate an initial business combination in which we acquire control of the target business or businesses.

Proposed Initial Business Combination

          On September 22, 2008, we entered in a transaction agreement among Iridium Holdings, us and the sellers named therein, pursuant to which we agreed to acquire Iridium Holdings from such sellers on the terms and subject to the conditions set forth therein.

          On April 28, 2009, the Company and Iridium Holdings announced the signing of an amendment to the Transaction Agreement. Under the terms of the amendment, the aggregate consideration payable by the Company to Iridium Holdings’ existing shareholders will be reduced by 15%. The amended agreement, unanimously approved by the Board of Directors of the Company and Iridium Holdings, as well as Iridium Holdings’ major shareholders, values Iridium Holdings at an enterprise value of approximately $517.3 million. The Company will acquire Iridium Holdings in exchange for 29,400,000 shares of its common stock (36,000,000 shares under the original Transaction Agreement), $77.1 million of cash, subject to adjustment and assume approximately $145.8 million of net debt of Iridium Holdings ($130.8 million of net debt under the original agreement). In addition, 90 days following the closing of the acquisition, if Iridium Holdings has in effect a valid election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to the taxable year in which the closing of the acquisition occurs, we will make a tax benefit payment of $25.5 million (up to $30.0 million under the original agreement) in aggregate to certain sellers to compensate them for the tax basis step-up. Following the acquisition, we will rename ourselves “Iridium Communications Inc.”

          Effective upon completion of the Proposed Business Combination, the Founder has agreed to forfeit the following securities of the Company which it currently owns: (1) 1,441,176 common shares; (2) 8,369,563 founder warrants; and (3) 4,000,000 private placement warrants. These forfeitures will reduce the Company’s shares and warrants outstanding immediately post-closing.

          The closing of the transaction is subject to customary closing conditions including the expiration or termination of waiting periods under the Hart-Scott-Rodino Act, Federal Communications Commission approval, other regulatory approvals and the approval by our stockholders as set forth in the next section (“Opportunity for Stockholder Approval of Business Combination”). The waiting period under the Hart-Scott-Rodino Act was terminated on October 8, 2008. The transaction is expected to occur during the summer of 2009.

          We have filed with the Securities Exchange Commission (“SEC”) a proxy statement which contains additional information about the proposed initial business combination. A copy of the proxy statement is available at the SEC’s web site at http://www.sec.gov.

Liquidity and Capital Resources

          On February 21, 2008, we completed our initial public offering of 40,000,000 units, each consisting of one share of common stock and one warrant exercisable for an additional share of common stock and received proceeds of approximately $393.1 million, net of underwriting discounts and commissions payable at that time of approximately $6.9 million. On February 21, 2008, we issued in a private placement warrant to Greenhill exercisable for our common stock for a purchase price of $8.0 million. Proceeds of $400.0

million from our initial public offering and the concurrent sale of the private placement warrants were placed in a trust account with the remaining $1.1 million being held outside of the trust and used to pay other costs and expenses related to our initial public offering. A portion of the underwriting fees related to our initial public offering have been deferred until the consummation of a business combination. At that time, we will incur additional underwriting fees of approximately $16.4 million, which are payable out of the trust account.

          We expect to use substantially all of the net proceeds of our initial public offering not in the trust account as well as certain interest income we may withdraw from the trust account, to pay expenses in locating and acquiring a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating our initial business combination. To the extent that our capital stock or debt financing is used in whole or in part as consideration to effect our initial business combination, any proceeds held in the trust account, as well as any other net proceeds, not expended in the acquisition will be used to finance the operations of the target business.

          We are permitted to release from the trust account (i) interest income to pay income taxes on interest income earned on the trust account balance as well as to pay franchise taxes and (ii) interest income earned up to $5.0 million to fund our working capital requirements. From our initial public offering through March 31, 2009 we earned approximately $6.1 million of interest income from the trust account of which we have withdrawn approximately $1.5 million for working capital purposes related to an initial business combination and approximately $2.8 million for the payment of federal, state and local income taxes as well as franchise taxes.

          At March 31, 2009, approximately $401.9 million was held in trust, of which we had the right to withdraw approximately $1.9 million to fund working capital needs relating to an initial business combination and/or withdraw as needed for the payment of federal, state and local income taxes and franchise taxes. From March 31, 2009 through May 8, 2009 we withdrew approximately $1.0 million from the trust; $0.8 million of which was used for additional working capital purposes and approximately $0.2 million for the payment of federal, state and local income taxes and franchise taxes.

          Although we have remaining authority to withdraw approximately $2.7 million of future earnings from the trust account for working capital purposes and to consummate the purchase of our initial business we do not expect that our earnings on the trust account will be sufficient enough to enable us to withdraw this amount. As of May 8, 2009 we have approximately $1.1 million of interest income available to fund our working capital needs and income tax obligations. We are currently earning approximately $120,000 per month from the trust account.

          As a result of the significant decline in interest rates since our initial public offering our earnings on the trust account may be insufficient to operate our business prior to our initial business combination. We are monitoring our cash position to minimize our expenditures. In the event we do not consummate the proposed transaction with Iridium Holdings, we may not have sufficient cash to pursue other business combination opportunities.

          Under the terms of the transaction agreement, we agreed to pay for the purchase of 100% of Iridium Holdings’ equity, $77.1 million in cash, subject to certain adjustments, issue to the sellers 29,400,000 shares of our common stock and assume approximately $145.8 million of net debt of Iridium Holdings. Upon completion of the acquisition of Iridium Holdings, any funds remaining in the trust account after payment of amounts, if any, to our stockholders exercising their conversion rights or tendering their shares, will be used for the prepayment of all or a portion of Iridium Holdings’ debt, payment of transaction expenses and to fund Iridium Holdings’ working capital after the closing of the acquisition.

Controls and Procedures of Target Business

          We expect to assess the internal controls of our target business or businesses by the compliance date and, if necessary, to implement and test additional controls as we may determine are necessary to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for a business combination may have internal controls that need improvement in areas such as:

	•		staffing for financial, accounting and external reporting areas, including segregation of duties;
	•		reconciliation of accounts;
	•		proper recording of expenses and liabilities in the period to which they relate;
	•		evidence of internal review and approval of accounting transactions;
	•		documentation of processes, assumptions and conclusions underlying significant estimates; and
	•		documentation of accounting policies and procedures.

          Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our potential exposure to financial fraud or erroneous financing reporting.

          Once our management’s report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when required by Section 404. The independent auditors may identify additional issues concerning a target business’s internal controls while performing their audit of internal control over financial reporting.

Market Risk

          The approximately $401.9 million in the trust account as of March 31, 2009 is invested in money market securities (as defined in Section 2(a)(16) of the Investment Company Act of 1940) or in assets which all meet the conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 with financial institutions with high credit ratings. However, in light of the overall instability of the markets, we can not assure you that the funds in the trust account are not subject to market risk.

Critical Accounting Policies

          We have identified the following as our critical accounting policies:

          Cash and Cash Equivalents — The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

          Fair Value of Financial Instruments — Effective January 1, 2008, the Company adopted FASB Statement No. 157, “Fair Value Measurements” (“SFAS 157”), for assets and liabilities measured at fair value on a recurring basis. SFAS 157 accomplished the following key objectives:

	•		Defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date;
	•		Establishes a three-level hierarchy (“valuation hierarchy”) for fair value measurements;
	•		Requires consideration of the Company’s creditworthiness when valuing liabilities; and
	•		Expands disclosures about instruments measured at fair value.

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of the valuation hierarchy and the distribution of the Company’s financial assets within it are as follows:

	•		Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
	•		Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	•		Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.

          Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ materially from those estimates.

          Earnings per Share — The Company calculates earnings per share (“EPS”) in accordance with FASB Statement No. 128, “Earnings per Share” (“SFAS 128”). Basic and diluted EPS is calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the period.

     Warrants issued by the Company in the initial public offering and private placement are contingently exercisable at the later of one year from the date of the offering and the consummation of a business combination, provided, in each case, there is an effective registration statement covering the shares issuable upon exercise of the warrants. Hence, the shares of common stock underlying the warrants are excluded from basic and diluted EPS.

          Income Taxes —The Company accounts for taxes in accordance with FASB Statement No. 109, “Accounting for Income Taxes” (“SFAS 109”), which requires the recognition of tax benefits or expenses on the temporary differences between the financial reporting and tax bases of its assets and liabilities. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company also complies with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” an interpretation of FASB Statement No. 109 (“FIN 48”), which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits.

          Transaction Costs — Effective January 1, 2009, the Company adopted FASB Statement No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). Under SFAS 141R, the Company recognizes as expense the direct costs of a business combination in the period in which the expense is incurred. The Company has expensed transaction costs incurred prior to January 1, 2009 in accordance with the transitional guidance under SFAS 141R, which allows transaction costs to be expensed for an acquisition that will not close until after the effective date of SFAS 141R.

          Business Combinations — In April 2008, FASB Staff Position No. FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”) was issued. FSP FAS 142-3 amends the factors that should be considered in developing a renewal or extension assumptions used for purposes of determining the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). FSP FAS 142-3 is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R and other U.S. generally accepted accounting principles. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008. The Company will assess the potential effect of FSP FAS 142-3, if applicable, once the Company enters into a business combination.

Off-Balance Sheet Arrangements

          We have not entered into any off-balance sheet financing arrangements and have not established any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

          We do not believe we face any material interest rate risk, foreign currency exchange risk, equity price risk or other market risk. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risk” above for a discussion of market risks.

Item 4. Controls and Procedures

          Under the supervision and with the participation of the Company’s management, including our Chief Executive Officers and Chief Financial Officer, we conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, our Chief Executive Officers and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

          No change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

          None.

Item 1A. Risk Factors

          There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008. Investors should consider the risks disclosed therein.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

          None.

Item 3. Defaults Upon Senior Securities

          None.

Item 4. Submission of Matters to a Vote of Security Holders

          None.

Item 5. Other Information

          None.

Item 6. Exhibits

EXHIBIT INDEX

Exhibit
Number		Description
1.1*		Form of Underwriting Agreement
2.1**		Transaction Agreement, dated September 22, 2008
2.2**		Side Letter, dated September 22, 2008
2.3****		Amendment to Transaction Agreement, dated April 28, 2009
2.4****		Letter Agreement, dated April 28, 2009
3.2*		Form of Amended and Restated Bylaws
3.3*		Form of Amended and Restated Certificate of Incorporation
4.1*		Specimen Unit Certificate
4.2*		Specimen Common Stock Certificate
4.3***		Amended and Restated Warrant Agreement between the Registrant and American Stock Transfer & Trust Company
4.4*		Specimen Warrant Certificate
5.1*		Opinion of Davis Polk & Wardwell
10.1*		Form of Letter Agreement among the Registrant and Greenhill & Co., Inc.
10.2*		Form of Letter Agreement between the Registrant and each of the directors and officers of the Registrant
10.3*		Founder’s Securities Purchase Agreement, dated as of November 12, 2007, between the Registrant and Greenhill & Co., Inc.
10.4*		Form of Registration Rights Agreement between the Registrant, certain members of management of Greenhill & Co., Inc. and Greenhill & Co., Inc.
10.5*		Form of Indemnity Agreement between the Registrant and each of its directors and officers
10.6***		Investment Management Trust Agreement by and between the Registrant and American Stock Transfer & Trust Company
10.7*		Securities Purchase Agreement, dated as of February 4, 2008, between Greenhill & Co., Inc. and Messrs. Canfield, Clarke and Rush
10.8*		Promissory Note issued by Registrant on November 19, 2007
10.9*		Form of Non-Compete Agreement between the Registrant, its executive officers and Greenhill & Co., Inc.
10.10*		Administrative Services Letter Agreement, dated November 27, 2007 between the Registrant and Greenhill & Co., Inc.
10.11*		Unit Cancellation Agreement and Amendment to Founder’s Securities Purchase Agreement, dated as of January 10, 2008, between the Registrant and Greenhill & Co., Inc.
14*		Form of Code of Conduct and Ethics

Exhibit
Number		Description
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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 thereunto duly authorized.

Date: May 14, 2009
GHL ACQUISITION CORP.
By:		/s/ Scott L. Bok   Name: Scott L. Bok
		Title: Chairman and Chief Executive Officer
By:		/s/ Harold J. Rodriguez, Jr.   Name: Harold J. Rodriguez, Jr.
		Title: Chief Financial Officer