ALBANY, N.Y.--(BUSINESS WIRE)--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 such market.
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 Delaware.
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.