You should read the following discussion and analysis of our financial condition and results of operations together with "Selected Financial Data" and our financial statements and notes thereto that appear elsewhere in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those presented under "Risks Associated With Our Business" included in Item 1A and elsewhere in this Annual Report on Form 10-K.

Overview

GSC Acquisition Company is a blank check company formed on October 26, 2006 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, one or more businesses or assets, which we refer to as our initial Business Combination. We consummated our initial public offering on June 29, 2007.

We have neither engaged in any operations nor generated any revenues from operations to date. Our entire activity since inception has been to prepare for and consummate our IPO, to identify and investigate potential targets for a Business Combination and to negotiate the Merger Agreement and seek to consummate the proposed Merger. We will not generate any operating revenues until consummation of a Business Combination. We generate non-operating income in the form of interest and dividend income on cash and cash equivalents.

Net income for the period from October 26, 2006 (date of inception) to December 31, 2008 was approximately $2.5 million, which consisted of $7.1 million of dividend income primarily from the trust account offset by $2.4 million of formation, general and administrative costs and $2.3 million of provision for income taxes.

Net income for the period from January 1, 2008 to December 31, 2008 was approximately $0.3 million, which consisted of $2.9 million of dividend income primarily from the trust account offset by $1.8 million of formation, general and administrative costs and $0.8 million of provision for income taxes. Net income for the period from January 1, 2007 to December 31, 2007 was approximately $2.3 million, which consisted of $4.2 million of dividend income primarily from the trust account offset by $0.4 million of formation, general and administrative costs and $1.5 million of provision for income

taxes. The primary factors that contributed to the $2.0 million decline in net income for the year ended December 31, 2008 as compared to the year ended December 31, 2007 were (1) the dividends earned on the cash held in trust were significantly lower for the year ended December 31, 2008 due to a substantial decline in interest rates, (2) we expensed significant costs for the year ended December 31, 2008 relating to due diligence activities in connection with potential targets for our initial Business Combination and (3) the provision for income tax represented a greater percentage of income due to the calculation of state income taxes based on weighted capital which was significantly higher for the year ended December 31, 2008 as compared to prior year.

We have incurred substantial costs related to our proposed merger with Complete Energy. Through December 31, 2008, we recorded approximately $4.6 million of deferred acquisition costs. As indicated in the accompanying financial statements, at December 31, 2008 the Company had unrestricted cash of $18,027 and $3.4 million in accrued expenses. These costs mainly relate to the pursuit of the Company's acquisition plans and specifically the proposed merger with Complete Energy. There is no assurance that the Company will successfully complete a Business Combination with Complete Energy or any other target business by June 25, 2009. No additional funds may be released from the trust account prior to the consummation of our initial Business Combination or the liquidation of the Company. As a result, the Company cannot assure that the cash available will be sufficient to cover expenses.

Business Combination with Complete Energy Holdings, LLC

On May 9, 2008, GSC Acquisition Company ("Company") entered into an agreement and plan of merger (the "Merger Agreement") with, GSCAC Holdings I LLC ("Holdings I"), GSCAC Holdings II LLC ("Holdings II"), GSCAC Merger Sub LLC ("Merger Sub") and Complete Energy Holdings, LLC ("Complete Energy"). Complete Energy, an independent power producer, owns and operates two natural gas-fired combined cycle power generation facilities. The 1,022 MW La Paloma generating facility ("La Paloma"), located 110 miles northwest of Los Angeles, serves energy-constrained California. The 837 MW Batesville generating facility ("Batesville"), located in northern Mississippi, serves the Southeast region of the U.S. The Company owns 100% of Holdings I, which owns 100% of Holdings II, which owns 100% of Merger Sub. Pursuant to the Merger Agreement the Company will indirectly acquire Complete Energy by way of a merger of Merger Sub into Complete Energy, with Complete Energy being the surviving entity and thereby becoming an indirect subsidiary of the Company (the "Merger"). In connection with the proposed merger, the Company filed a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission on July 29, 2008, which was amended on October 10, 2008. We do not expect that the Merger and related transactions will be consummated without amending the Merger Agreement and related documents. We are exploring alternatives for restructuring the proposed Merger with the goal of consummating the Merger, after such restructuring, by June 25, 2009. In addition, we may solicit or initiate discussions with, and enter into negotiations or, with the consent of Complete Energy or the termination of the Merger Agreement, agreements with, other potential target businesses in an effort to consummate an initial Business Combination.

In connection with the Merger, each outstanding share of common stock of the Company will be converted into one share of Class A common stock of the Company (collectively, the "Class A Shares"). Upon consummation of the Merger, the current owners of Complete Energy would generally receive Class B units in Holdings I, which have economic rights similar to the Class A Shares but no voting rights (the "Class B Units"), and an equal number of shares of Class B common stock in the Company, which have voting rights but no economic rights (the "Class B Shares"). In addition, the current owners of Complete Energy would receive Class C units and Class D units in Holdings I, which would entitle the holders to receive additional Class B Units and Class B Shares if the Company's stock price reaches $14.50 or $15.50 per share for 10 consecutive trading days, respectively, in each case within five years after the closing. Each Class B Unit plus one Class B Share would be exchangeable into one newly issued Class A Share. Certain of the owners of Complete Energy shares may receive the non-contingent portion of their merger consideration in the form of Class A Shares in lieu of Class B Units and Class B Shares.

The aggregate consideration to be paid in the Merger and related transactions is based upon a total enterprise value for Complete Energy of $1.3 billion, comprised of $900 million for Complete Energy's La Paloma facility and $400 million for its Batesville facility, in each case adjusted for its cash and debt balances at closing and certain minority interests. The number of Class B Units and Class B Shares (or Class A Shares) to be issued pursuant to the Merger Agreement will be calculated using a price per share of the Company's common stock equal to the lesser of $10.00 and the average closing price per share for the 20 trading days ending three business days before the closing of the Merger.

The Company intends to account for the Merger under the purchase method of accounting in accordance with the provisions of Statement of Financial Accounting No. 141, "Business Combination." The Merger will be accounted for as a reverse merger. As such, Complete Energy is deemed to be the acquirer in the merger for accounting purposes and, consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements will be those of Complete Energy, recorded at its historical cost basis.

The Merger and related transactions have been unanimously approved by the Company's board of directors and the holders of all of the membership interests in Complete Energy that are required for such approval, but are subject the approval of the Company's stockholders, including a majority of the shares of common stock of the Company issued in its IPO. In addition, the Merger may not be completed if holders of more than 20% of the shares sold in the IPO vote against the merger and properly exercise their conversion rights, as set forth in the Company's certificate of incorporation. There can be no assurance that the Merger will be consummated.

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.

Liquidity and Capital Resources

A total of approximately $201.7 million, including $191.5 million of the net proceeds from the IPO, $4.0 million from the sale of warrants to the Founding Stockholder and $6.2 million of deferred underwriting discounts and commissions, was placed in trust, except for $50,000 that was made available to us for working capital needs. We expect that most of the proceeds held in the trust account will be used as consideration to pay the sellers of a target business or businesses with which we ultimately complete our initial Business Combination or to fund operations upon consummation of our initial Business Combination. We have used substantially all of the net proceeds of this IPO not held in the trust account to pay expenses in locating and acquiring a target business, including identifying and evaluating prospective acquisition candidates, selecting Complete Energy as the target business, and structuring, negotiating and consummating our initial Business Combination. To the extent that shares of our capital stock or debt financing is used in whole or in part as consideration to effect our initial Business Combination, any proceeds remaining held in the trust account as well as any other net proceeds not expended will be made available for general corporate purposes, including to finance the operations of the combined business. Should we decide to pursue a target business other than Complete Energy, we would expect to focus on potential target businesses with valuations greater than or equal to 80% of the amount held in the trust account (excluding deferred underwriting discounts and commissions of $6.2 million). We believe that the funds placed in trust, together with other available funds, including from the issuance of additional equity and/or the issuance of debt, would support the acquisition of such a target business. Such debt securities may include a long term debt facility, a high-yield notes offering or mezzanine debt financing, and depending upon the business of the target company, inventory, receivable or other secured asset-based financing. The need for and mix of additional equity and/or debt would depend on many factors. The proposed funding for any such Business Combination would be disclosed in the proxy statement relating to the required shareholder approval.

As of December 31, 2008, approximately $203.5 million was held in trust.

          Net proceeds from our initial public offering
          and private placement of warrants placed in
          trust                                            $ 195,485,000
              Deferred underwriters' discounts and
          commissions                                          6,210,000
              Total interest received to date for
          investments held in trust account                    7,054,691
              Less total interest disbursed to us for
          working capital through December 31, 2008           (2,400,000 )
              Less total taxes paid through December 31,
          2008                                                (2,878,224 )

          Total funds held in trust account at
          December 31, 2008                                $ 203,471,467

We have incurred, and expect to continue to incur, substantial costs related to our proposed merger with Complete Energy. As of December 31, 2008, we had $18,027 of unrestricted cash available for completing our merger with Complete Energy, for payment of approximately $4.5 million of current liabilities, and for general corporate purposes. As a result, we cannot assure you that the cash we have available will be sufficient to cover our expenses. Deferred acquisition costs associated with the proposed merger were approximately $4.6 million as of December 31, 2008.

We may need to obtain additional financing either to consummate our initial Business Combination or because we become obligated to convert into cash a significant number of shares of public stockholders voting against our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our working capital needs and satisfy our other obligations. While we have entered into discussions with GSC Group regarding its willingness to lend us money for working capital purposes, we have not entered into any agreement with the GSC Group, or anyone else, to provide loans to us, and before we may incur any indebtedness, Complete Energy's consent is required under the terms of the Merger Agreement (or the Merger Agreement must be terminated). There can be no assurance that we will be able to arrange any loans, or if we do, that any such loans will be sufficient to meet our working capital needs. Our audited financial statements for the fiscal year ended December 31, 2008,

were prepared under the assumption that we will continue our operations as a going concern. Our registered independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Continued operations to consummate an initial Business Combination are dependent on our ability to meet our existing debt obligations and the financing or other capital required to do so may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Recently Issued Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board ("FASB") released FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" ("FIN 48"). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The Company adopted FIN 48 as of January 1, 2007 and there was no impact on the financial statements upon adoption.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 "Fair Value Measurements" ("FAS 157"). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The adoption of FAS 157 by the Company on January 1, 2008 had no material impact to its financial statements given the development stage nature of the Company. The Company has no investment assets or liabilities that would be classified in Level II or III.

In December 2007, the FASB released Statement of Financial Accounting Standards No. 141(R), "Business Combinations" ("FAS 141R"), replacing Statement of Financial Accounting Standards No. 141, "Business Combinations" ("FAS No. 141"). This Statement retains the fundamental requirements in FAS 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This Statement clarifies that acquirers will be required to expense costs related to any acquisitions. FAS 141(R) will apply prospectively to business combinations for which the acquisition date is on or after fiscal years beginning December 15, 2008. Early adoption is prohibited.

The Company will adopt FAS 141R as of January 1, 2009. In accordance with the requirements of FAS 141R, the Company will expense acquisition costs related to the proposed Business Combination discussed in Note 7. As of December 31, 2008 acquisition cost total $4.6 million and is presented on balance sheet as deferred acquisition costs.