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Item
1(a).
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Name
of Issuer:
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GSC
Acquisition Company, a Delaware corporation the (“Issuer”).
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Item
1(b).
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Address
of Issuer’s Principal Executive
Offices:
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500
Campus Drive, Suite 220 Florham Park, NJ 07932
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Item
2(a).
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Name
of Person Filing:
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This
statement is filed jointly on behalf of the persons identified below. In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), each person filing this statement acknowledges
that it is responsible for the completeness and accuracy of the information
concerning that person but is not responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is
inaccurate.
GSC
Secondary Interest Fund, LLC
GSC
Group, Inc.
GSC
Active Partners Holdings, L.P.
GSC
Active Partners, Inc.
Each of
the above persons is referred to herein as a “Reporting Person” and collectively
as the “Reporting Persons”. The Reporting Persons are filing
this Schedule 13G jointly pursuant to a Joint Filing Agreement attached hereto
as Exhibit A.
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Item
2(b).
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Address
of Principal Business Office or, if None,
Residence:
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The
principal business office address for each Reporting Person is:
500
Campus Drive, Suite 220
Florham
Park, NJ 07932
Incorporated
by reference to Item 4 of each Reporting Person’s respective cover
page.
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, $0.001 par value.
40053G106
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Item
3.
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If
this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
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(a)
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o
Broker or
dealer registered under Section 15 of the Act (15 U.S.C.
78o);
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(b)
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o
Bank as
defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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o
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c);
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(d)
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o
Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
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(e)
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o
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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An employee
benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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o
A parent
holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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o
A savings
association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
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(i)
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o
A church
plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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o
A non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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o
Group, in
accordance with
§240.13d-1(b)(1)(ii)(K).
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If filing
as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution: _________________________.
The
filing of this statement should not be construed as an admission by any person
that such person is, for purposes of Section 13(d) or 13(g) of the Exchange Act,
the beneficial owner of any securities covered by this statement, other than the
securities set forth opposite such person’s name in the table in Item 4(c)
below.
(a)
Amount beneficially owned:
GSC
Secondary Interest Fund, LLC, is a single member Delaware limited liability
company (“GSC Secondary”). The single member of GSC Secondary is GSC
Group, Inc., a Delaware corporation (“GSC Group”). Through the
ownership of 100% of the Class A Common Stock of GSC Group, GSC Active Partners
Holdings, L.P., a Delaware limited partnership (“GSC Active Holdings”) holds a
majority of the dividend interest and the voting interest in GSC
Group. GSC Active Partners, Inc., a Delaware corporation (“GSC
Active”) is the general partner of GSC Active Holdings. Each of the
Reporting Persons may be deemed to be the beneficial owner of 4,455,000 shares
of common stock of the Issuer by virtue of its relationship with the record
owner of said shares of common stock as described herein.
Each
Reporting Person disclaims beneficial ownership of the reported securities
except and to the extent of its or his pecuniary interest therein.
(b)
Percent of class:
See item
11 to Cover Pages on this Schedule 13G. All percentages are based on
25,200,000 shares of common stock issued and outstanding reported as of November
11, 2008, as reported on Form 10-Q filed with the SEC by the Issuer for the
quarter ended September 30, 2008.
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote:
See item 5 to Cover Pages on this
Schedule 13G.
(ii) Shared
power to vote or to direct the vote:
See item 6 to Cover Pages on this
Schedule 13G.
(iii) Sole
power to dispose or to direct the disposition of:
See item 7 to Cover Pages on this
Schedule 13G.
(iv) Shared
power to dispose or to direct the disposition of:
See item 8 to Cover Pages on this
Schedule 13G.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following.
o
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the
Group.
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
Not
applicable.
Exhibits
and Schedules.
Exhibit
A Joint
Filing Agreement, dated February 13, 2008, by and among the Reporting
Persons.
Exhibit
B Power
of attorney
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
February 13, 2009
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GSC
Secondary Interest Fund, LLC
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Attorney-in-fact
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GSC
Group, Inc.
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Attorney-in-fact
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GSC
Active Partners Holdings, L.P.
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Attorney-in-fact
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GSC
Active Partners, Inc.
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Attorney-in-fact
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Exhibit
A
SCHEDULE
13G JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, each of the persons named below
agrees to the joint filing of a Statement on Schedule 13G (including amendments
thereto) with respect to the common stock, $0.001 par value, of GSC Acquisition
Company, a Delaware corporation, and further agrees that this Joint Filing
Agreement be included as an exhibit to such filings provided that, as
contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is inaccurate.
This Agreement may be executed in two
or more counterparts, any one of which need not contain the signature of more
than one party, but all such parties taken together will constitute part of this
Agreement.
In evidence thereof, the undersigned,
being duly authorized, hereby execute this Agreement this February 13,
2008.
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GSC
Secondary Interest Fund, LLC
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Attorney-in-fact
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GSCP
(NJ) Holdings, L.P.
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Attorney-in-fact
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GSCP
(NJ), Inc.
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Attorney-in-fact
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GSC
Group, Inc.
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Attorney-in-fact
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GSC
Active Partners Holdings, L.P.
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Attorney-in-fact
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GSC
Active Partners, Inc.
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Attorney-in-fact
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Know all men by these presents, that
the undersigned hereby constitutes and appoints each of Peter R. Frank, David L.
Goret and Matthew C. Kaufman, signing singly, the undersigned’s true and lawful
attorneys-in-fact to:
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1.
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execute
for and on behalf of the undersigned, in such undersigned’s capacity as a
beneficial owner of stock of GSC Acquisition Company (the “Company”), any
Schedule 13G or Schedule 13D, or any amendment thereto (collectively, the
“Schedules”) in accordance with the Securities Exchange Act of 1934 and
the rules thereunder;
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2.
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do
and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Schedules
and timely file such Schedules with the United States Securities and
Exchange Commission and any stock exchange or similar authority;
and
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3.
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take
any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact’s
discretion.
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The undersigned hereby grants to each
such attorney-in-fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned’s responsibilities to comply with the Securities Exchange Act of
1934.
This Power of Attorney shall remain in
full force and effect until the undersigned is no longer required to file
Schedules with respect to the undersigned’s holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
By execution of this Power of Attorney,
the undersigned hereby revokes any previous Power of Attorney executed in favor
of any other entity or entities, person or persons for the purposes described
herein.
IN WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be executed as of the 13th day of February,
2008.
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GSC
Secondary Interest Fund, LLC
By: GSCP
(NJ) Holdings, L.P., its sole member
By: GSCP
(NJ), Inc., its General Partner
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Senior
Managing Director and Secretary
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GSCP
(NJ) Holdings, L.P.
By: GSCP
(NJ), Inc., its General Partner
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Senior
Managing Director and Secretary
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GSCP
(NJ), Inc.
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Senior
Managing Director and Secretary
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GSC
Group, Inc.
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Senior
Managing Director and Secretary
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GSC
Active Partners Holdings, L.P.
By: GSC
Active Partners, Inc., its General Partner
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Senior
Managing Director and Secretary
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GSC
Active Partners, Inc.
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Senior
Managing Director and Secretary
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