Gleacher Taps Covington, Delaware Firm for Dissolution

Gleacher Taps Covington, Delaware Firm for Dissolution

Gleacher & Company announced Thursday that it plans to liquidate operations after failing to find a buyer. Covington & Burling and Delaware’s Potter Anderson & Corroon are advising on the dissolution.

Founded by noted financier Eric Gleacher, the New York–based boutique financial services firm of the same name has been limping along since closing its investment banking business last year and naming Christopher Kearns—executive director of restructuring firm the Capstone Advisory Group—as its new CEO.

Eric Gleacher founded Gleacher Partners, a predecessor to the firm now being wound down, in 1990 following a five-year stint at Morgan Stanley. Prior to joining Morgan Stanley—where he took part in the famous takeover fight for control of RJR Nabisco—Gleacher founded the M&A practice at now-defunct Lehman Brothers in 1978.

Gleacher left Gleacher & Co. in January 2013 to focus on other opportunities, only a few months after his namesake firm put itself up for sale following a series of missteps. Gleacher & Co. was ultimately unable to find a buyer. (Gleacher’s former Morgan Stanley colleague Robert Greenhill—whose boutique advisory shop Greenhill & Co. hired Skadden, Arps, Slate, Meagher & Flom corporate partner Patricia Moran as its new chief legal officer earlier this month—fared better when he struck out on his own.)

Covington, which advised Gleacher & Co. on a variety of previous matters, including the sale last year of its ClearPoint mortgage unit to Ocwen Financial, is now counseling the company on its wind-down efforts. M&A partners Jack Bodner and Donald Murray are leading a Covington team working on the matter that includes special counsel Brian Rosenzweig and associates Larry Bartenev and Matthew Gehl. (Murray, the former cochair of the corporate finance practice at Dewey & LeBoeuf joined Covington in 2012; Bodner left predecessor firm Dewey Ballantine for Covington six years earlier.)

Potter Anderson corporate partners Michael Pittenger and Michael Reilly are serving as special Delaware counsel to Gleacher & Co., whose in-house team is being led by Patricia Arciero-Craig, general counsel of the company since 2007. Craig also served as legal chief at First Albany Capital, a predecessor to publicly traded BroadPoint Securities Group, which merged with Gleacher Partners in 2009. The combined entity was called BroadPoint Gleacher Securities Group before adopting the Gleacher & Co. name and reincorporating in Delaware in 2010.

Marshall Cohen, a counsel and retired partner with Toronto-based Cassels Brock & Blackwell and former CEO of The Molson Companies, has served as a member of the board of directors at Gleacher & Co. since 2009. Mark Patterson, a law school graduate and cofounder of private equity firm MatlinPatterson was elected chairman of the Gleacher & Co. board last year. At the time, MatlinPatterson had become the firm’s largest outside investor.

In a press release issued Thursday, Patterson spoke of what led Gleacher & Co. to pursue dissolution.

“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 [Gleacher & Co.],” he said. “The [board] and management, together with the company’s advisers, 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.”

Former ConAgra Foods general counsel Bruce Rohde served as a lead independent director at Gleacher & Co. before leaving last year amid MatlinPatterson’s move to take a roughly 30 percent stake in the company. Gleacher & Co.’s board initially retained Cahill Gordon & Reindel to evaluate a sale that never materialized.

Gleacher himself owns roughly 12 percent of his namesake firm, which Reuters reported Thursday is now worth roughly $71 million.

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