Exhibit 99.1

 

 

GLEACHER & COMPANY ANNOUNCES

BOARD APPROVAL OF DISSOLUTION AND LIQUIDATION

 

Reports Fourth Quarter 2013 Financial Results

 

ALBANY, NEW YORK, March 13, 2014 — Gleacher & Company, Inc. (Nasdaq: GLCH) today announced that its Board of Directors has determined that it is in the best interests of the Company’s stockholders for the Company to dissolve, liquidate and distribute to stockholders its available assets.  Separately, the Company reported a net loss of $2.9 million ($0.47 per share) for the fourth quarter of 2013.

 

As previously announced, the Company has been engaged in a lengthy and intensive evaluation of potential strategic alternatives in order to preserve and maximize stockholder value.  Those potential alternatives included (i) pursuing a strategic transaction with a third party, such as a merger or sale of the Company; (ii) the reinvestment of the Company’s liquid assets in favorable opportunities; and (iii) dissolving the Company, winding down its remaining operations and distributing its net assets to its stockholders, after making appropriate reserves for liabilities and expenses.

 

“After evaluating the Company’s strategic options, the Board of Directors has reached the conclusion that it is in the best interests of the stockholders to dissolve and liquidate the Company,” stated Mark Patterson, Chairman of the Company’s Board of Directors.  “The Board of Directors and management, together with the Company’s advisors, devoted substantial time and effort in seeking, identifying and pursuing opportunities to enhance stockholder value; however, the process to date has not yielded any opportunities viewed by the Board as reasonably likely to provide greater realizable value to stockholders than the complete dissolution and liquidation of the Company,” Mr. Patterson continued.

 

The Company’s dissolution was unanimously approved by the Board of Directors but is subject to stockholder approval.  The Company intends to present this proposal to its stockholders of record as of April 21, 2014 at the Company’s 2014 Annual Stockholders Meeting (the “2014 Annual Meeting”), currently scheduled for May 29, 2014.  The Company will file prescribed proxy materials with the Securities and Exchange Commission in advance of that meeting. In connection with the dissolution, the Company intends to distribute to its stockholders all available cash other than as may be required to pay expenses and pay or make reasonable provision for known and potential claims and obligations of the Company, as required by applicable law.  The Board of Directors’ decision contemplates an orderly wind down of the Company’s remaining business and operations, including the dissolution and winding-up of subsidiaries.  If approved by the Company’s stockholders, the Company intends to file a certificate of dissolution, pay, satisfy, resolve or make reasonable provisions for claims and obligations as well as anticipated costs associated with the Company’s dissolution and liquidation, and seek to convert its remaining assets into cash or cash equivalents as soon as reasonable, practicable and financially prudent.

 

If the Company’s stockholders approve the proposal, the Company currently expects to make an initial liquidating distribution to stockholders of approximately $20 million ($3.23 per share).  The Company expects to make this initial liquidating distribution as soon as practicable following receipt of stockholder approval and filing of a certificate of dissolution.  The amount of this initial distribution reflects the Company’s current liquid assets offset in part by provisions, or reserves, for future operating costs and expenses associated with dissolution and liquidation and, as required by law, for other known and potential claims and obligations.

 

1


The following information was filed by Gleacher Company, Inc. (GLCH) on Thursday, March 13, 2014 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-K Annual Report statement of earnings and operation as management may choose to highlight particular information in the press release.

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