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Gleacher & Company, Inc. (OTC Pink:  GLCH) was an independent investment bank that historically provided corporate and institutional clients with strategic and financial advisory services, including merger and acquisition, restructuring, recapitalization, and strategic alternative analysis, as well as capital raising, research based investment analysis, and securities brokerage services.  At the Company’s 2014 Annual Meeting of Stockholders, stockholders approved the dissolution and liquidation of the company pursuant to a plan of dissolution and liquidation (the “Plan”).  The Company is now engaged solely in winding up its business and paying or providing for its obligations.

 

On July 17, 2014, our shares of common stock were delisted from the Nasdaq Global Market, and the Company made a filing with the Securities and Exchange Commission (the “SEC”) to deregister its shares under the Securities Exchange Act of 1934, as amended.  Deregistration will become effective 90 days after filing unless the SEC takes action to prevent deregistration. Upon such filing, the Company’s obligations to file periodic and current reports (that is, reports on Form 10-K, Form 10-Q and Form 8-K) were automatically suspended.  The Company does not intend to file any such reports voluntarily.

 

Pursuant to the Plan, the Company filed a certificate of dissolution with the Secretary of State of the State of Delaware, effective as of 5:00 pm Eastern Daylight Time on July 28, 2014 (the “Effective Time”).  As of the Effective Time, the Company became a dissolved corporation. Concurrently with the Effective Time, the Company closed its stock transfer books and discontinued recording transfers of shares of its common stock. Record holders of shares of the Company’s common stock are no longer able to assign or otherwise transfer their shares, 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.

 

Subsequently, the Company’s Board of Directors adopted a plan of distribution authorizing, among other actions, an initial liquidating distribution of $4.05 per share (approximately $25 million in the aggregate).  Stockholders of record as of the time and date that the certificate of dissolution became effective were entitled to receive the distribution.  The initial distribution payment was made on August 8, 2014.

 

The Company expects to make one or more additional 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.