Gleacher & Company Announces Update on Planned Dissolution
Announces anticipated initial liquidating distribution, record date
Terminates Nasdaq listing and files to deregister under Securities Exchange
ALBANY, N.Y. -- July 18, 2014
Gleacher & Company, Inc. (OTC Pink:GLCH) (the “Company”) announced today an
update on the status of its previously disclosed plan to dissolve and
liquidate. The Company anticipates filing a certificate of dissolution with
the Secretary of State of the State of Delaware, which is expected to become
effective as of the close of business (5:00 P.M. Eastern Time) on July 28,
2014. Filing of the certificate of dissolution was approved by stockholders at
the Company’s annual meeting held on May 29, 2014.
The Company anticipates making an initial liquidating distribution of $4.05
per share of the Company’s common stock (approximately $25 million in the
aggregate). The $5 million aggregate increase in the anticipated initial
liquidating distribution, as compared to prior estimates, represents the
distribution of a portion of the proceeds received by the Company from the
previously announced sale of a portfolio company in the Company’s FA
Technology Ventures private equity investment. Stockholders of record as of
the time and date that the certificate of dissolution becomes effective,
currently anticipated to occur on July 28, 2014, would be entitled to receive
the distribution. The Company anticipates, to the extent practicable, payment
of such distribution to occur no later than August 15, 2014.
The Company expects to make one or more additional liquidating distributions
to such stockholders of record. However, the Company is unable to predict the
amount or timing of any subsequent liquidating distribution, which will depend
upon expenses incurred by the Company, the timing of the resolution of matters
for which the Company has established reserves, the amount to be paid in
satisfaction of contingencies, the Company’s ability to convert its remaining
non-cash assets into cash and the ultimate amount of proceeds realized upon
the monetization of its non-cash assets, including claims we have made or may
make in the future against third parties and the Company’s investment in FATV.
Upon effectiveness of the certificate of dissolution, the Company will close
its stock transfer books and discontinue recording transfers of shares of its
common stock on its books and records. At such time, record ownership of the
Company’s common stock will no longer be assignable or transferable, except
for assignments by will, intestate succession or operation of law or transfers
otherwise permitted under applicable law. Securities brokers may make a market
for beneficial interests in our common stock in the "over-the-counter" market.
If so, there can be no assurance regarding the liquidity or duration of any
In anticipation of the filing of the certificate of dissolution, the Company’s
common stock has been delisted from the NASDAQ Global Market. In addition, the
Company has filed with the Securities and Exchange Commission a Certification
and Notice on Form 15 to deregister under the Securities Exchange Act,
suspending the Company’s obligation to file periodic and current reports (Form
10-K, Form 10-Q and Form 8-K). The Company does not intend to file any such
reports voluntarily, but it intends to continue to make unaudited financial
information and other important information regarding the Company available on
its website at www.gleacher.com.
About Gleacher & Company
Gleacher & Company, Inc. is incorporated under the laws of the State of
This press release contains “forward-looking statements.” These statements are
not historical facts but instead represent the Company’s belief or plans
regarding future events, many of which, by their nature, are inherently
uncertain and outside of the Company’s control. The Company’s forward-looking
statements are subject to various risks and uncertainties, including the risks
and other factors identified herein and in other public disclosures made by
the Company from time to time, including disclosures made on the Company’s
website. As a result, the Company’s actual results may differ materially from
those expressed or implied by these forward-looking statements.
Forward-looking statements include, without limitation: statements regarding
the delisting and deregistration of the Company’s common stock and the
dissolution and liquidation of the Company, including the Company’s
expectations with regard to liquidating distributions. Forward-looking
statements involve known and unknown risks, uncertainties and other important
factors that could cause our actual actions, performance or achievements to
differ materially from the Company’s expectations expressed or implied by such
forward-looking statements. Although the Company believes that the
expectations reflected in any forward-looking statements are reasonable, it
cannot guarantee future events or results. Except as may be required under
federal law, the Company undertakes no obligation to update any
forward-looking statements for any reason, even if new information becomes
available or other events occur.
Gleacher & Company, Inc.
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