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Item 1.
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(a)
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Name of
Issuer
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GSC Acquisition Company, a Delaware corporation (the "Company").
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(b)
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Address of Issuer’s Principal
Executive Offices
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500 Campus Drive, Suite 220
Florham Park, New Jersey 07932
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Item 2.
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(a)
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Name of Person
Filing
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(b)
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Address of Principal Business
Office
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(c)
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Citizenship
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Millenco LLC
666 Fifth Avenue
New York, New York
10103
Citizenship: Delaware
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Millennium Partners, L.P.
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship:
Cayman Islands
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Millennium Management
LLC
666 Fifth Avenue
New York, New York 10103
Citizenship:
Delaware
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Israel A. Englander
c/o
Millennium Management LLC
666 Fifth Avenue
New York, New York
10103
Citizenship: United States
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(d)
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Title of Class of
Securities
:
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common stock, par value $0.001 per share ("Common Stock")
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(e)
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CUSIP Number:
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40053G106
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Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is
a:
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(a)
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þ
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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
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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
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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
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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
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An investment adviser
in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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o
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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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CUSIP
No.
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40053G106
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SCHEDULE 13G
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Page
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7
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of
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11
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(g)
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þ
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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
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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
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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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Group, in accordance
with §240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
As of the date of this filing, Millenco LLC, a Delaware limited liability company ("Millenco"), is the beneficial owner of 1,164,600 shares of the Company’s Common Stock, of which 53,200 shares of Common Stock are a constituent part of the Company’s units ("Units"), of which Millenco holds 53,200. Each Unit consists of one share of the Company’s Common Stock and one warrant ("Warrant"). Each Warrant entitles the holder to purchase one share of the Company’s Common Stock at an exercise price of $7.50. Each Warrant will become exercisable on the later of the Company’s completion of a business combination or 13 months from June 29, 2007, the closing date of the Company’s initial public offering. The Warrants will expire four years from the date of the Company’s prospectus, dated June 25, 2007, or earlier upon redemption. In addition to the 53,200 Warrants held by Millenco as a constituent part of the Units, Millenco holds an additional 632,515 Warrants which are also not currently exercisable. As of the date of this filing, the Company has not announced the completion of a business combination and therefore, the Warrants are not currently exercisable.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the manager of Millenco and consequently may be deemed to have shared voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millenco.
(b) Percent of Class:
4.6% of the Company’s Common Stock (see Item 4(a) above), which percentage was calculated based on 25,200,000 shares of Common Stock outstanding as of May 8, 2008, as reported by the Company on its Form 10-Q, dated May 9, 2008.
(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
-0-
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CUSIP
No.
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40053G106
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SCHEDULE 13G
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Page
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8
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of
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11
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(ii) Shared power to vote or to direct the vote
1,164,600
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
1,164,600
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
þ
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Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP
No.
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40053G106
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SCHEDULE 13G
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Page
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9
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of
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11
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of June 20, 2008, by and among Millenco LLC, Millennium Partners, L.P., Millennium Management LLC and Israel A. Englander.
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CUSIP
No.
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40053G106
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SCHEDULE 13G
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Page
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10
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of
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11
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: June 20, 2008
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MILLENCO LLC
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Executive Officer
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MILLENNIUM PARTNERS, L.P.
By: Millennium Management
LLC
its managing partner
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By: /s/ David Nolan
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Name: David Nolan
Title: Co-President
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MILLENNIUM MANAGEMENT
LLC,
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By: /s/ David Nolan
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Name: David Nolan
Title: Co-President
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/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
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Israel
A. Englander
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CUSIP
No.
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40053G106
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SCHEDULE 13G
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Page
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11
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of
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11
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EXHIBIT I
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JOINT
FILING AGREEMENT
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This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.001 per share of GSC Acquisition Company, a Delaware corporation, will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: June 20, 2008
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MILLENCO LLC
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Executive Officer
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MILLENNIUM PARTNERS, L.P.
By: Millennium Management
LLC,
its managing partner
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By: /s/ David Nolan
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Name: David Nolan
Title: Co-President
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MILLENNIUM MANAGEMENT
LLC
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By: /s/ David Nolan
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Name: David Nolan
Title: Co-President
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/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
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Israel
A. Englander
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