GYRODYNE ANNOUNCES CLOSING OF SUCCESSFUL, OVERSUBSCRIBED RIGHTS OFFERING
09 March 2024 - 9:07AM
Gyrodyne, LLC (NASDAQ: GYRO) (the "Company" or "Gyrodyne"), an
owner and manager of a diversified portfolio of real estate
properties, today announced the successful closing of its
previously announced rights offering (the "Rights Offering") for
shares of the Company's limited liability company interests
("Common Shares"). Pursuant to the terms of the Rights Offering,
all 625,000 of the Common Shares offered in the Rights Offering
were purchased at $8 per share, generating $5 million in gross
proceeds to the Company (approximately $4.4 million net of costs).
The subscription period for the Rights Offering expired at 5:00
p.m., New York City time, on March 7, 2024.
The Company is issuing 625,000 shares, the maximum number of
shares issuable in the Rights Offering, consisting of 353,164
shares pursuant to the exercise of basic subscription privileges
and 271,836 shares pursuant to the exercise of over-subscription
privileges. In total, Rights Offering participants subscribed for
1,031,640 shares, exceeding by approximately 65% the 625,000
maximum shares offered in the Rights Offering.
Rights Offering participants who exercised their basic
subscription privilege in full requested a total of 678,476
additional shares in the exercise of oversubscription privileges,
far exceeding the 271,836 over-subscription shares available. As a
result, the available over-subscription shares will be allocated
pro rata among the oversubscribing shareholders, with such
proration to reflect the proportion that the number available
shares bears to the number of requested shares, or approximately
40% of each oversubscription request. Gyrodyne will return to those
shareholders who submitted over-subscription requests the full
amount of their excess payments. It may take longer for
shareholders that own shares in “street name” to receive payment
because the subscription agent will return payments through the
record holder of such shares (i.e., through the custodian bank,
broker, dealer or other nominee).
Rights Offering participants will receive the shares purchased
by them in uncertificated book-entry form shortly after the date
hereof.
The Company intends to use the net proceeds from the Rights
Offering to supplement its cash on hand to ensure it is operating
from a position of strength through the duration of the liquidation
process to negotiate and enforce purchase agreements and defend its
property rights in the Article 78 proceeding brought against
Gyrodyne and in any other such proceeding that may arise. The
Company also intends to use a portion of the net proceeds on
outstanding legal fees that were incurred in opposing an activist
shareholder campaign to elect directors and effect policy changes
the board believed would not maximize value and would not be in the
best interests of Gyrodyne’s shareholders.
For any questions regarding the issuance of shares purchased in
the Rights Offering, please contact the Company’s information
agent, Mackenzie Partners, toll-free at 800-322-2885 or via email
at proxy@mackenziepartners.com.
The issuance of Common Shares in connection with the Rights
Offering was made pursuant to the Company's effective registration
statement on Form S-1 (Reg. No. 333-276312) on file with the
Securities and Exchange Commission.
About Gyrodyne
Gyrodyne, LLC owns and manages a diversified portfolio of real
estate properties comprising office, industrial and
service-oriented properties in the New York metropolitan area. The
Company owns a 63-acre site approximately 50 miles east of New York
City on the north shore of Long Island, which includes industrial
and office buildings and undeveloped property, and a medical office
park in Cortlandt Manor, New York, both of which are the subject of
plans to seek value-enhancing entitlements. The Company's common
shares are traded on the NASDAQ Capital Market under the symbol
GYRO. Additional information about the Company may be found on its
web site at www.gyrodyne.com. Cautionary Statement
Regarding Forward-Looking Statements
The statements made in this press release and other materials
the Company has filed or may file with the SEC, in each case that
are not historical facts, contain "forward-looking information"
within the meaning of the Private Securities Litigation Reform Act
of 1995, and Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, both as amended, which
can be identified by the use of forward-looking terminology such as
"may," "will," "anticipates," "expects," "projects," "estimates,"
"believes," "seeks," "could," "should," or "continue," the negative
thereof, and other variations or comparable terminology as well as
statements regarding the evaluation of strategic alternatives and
liquidation contingencies. These forward-looking statements are
based on the current plans and expectations of management and are
subject to a number of risks and uncertainties that could cause
actual results to differ materially from those reflected in such
forward-looking statements. Such risks and uncertainties include,
but are not limited to, risks and uncertainties relating to our
efforts to enhance the values of our remaining properties and seek
the orderly, strategic sale of such properties as soon as
reasonably practicable, risks associated with the Article 78
proceeding against the Company and any other litigation that may
develop in connection with our efforts to enhance the value of and
sell our properties, ongoing community activism, risks associated
with proxy contests and other actions of activist shareholders,
risks related to the recent banking crisis and closure of two major
banks (including one with whom we indirectly have a mortgage loan),
regulatory enforcement, risks inherent in the real estate markets
of Suffolk and Westchester Counties in New York, the ability to
obtain additional capital in order to enhance the value of the
Flowerfield and Cortlandt Manor properties and negotiate sales
contracts and defend the Article 78 proceeding from a position of
strength, the continuing effects of the COVID-19 pandemic, the
ongoing risk of inflation, elevated interest rates, recession and
supply chain constraints or disruptions and other risks detailed
from time to time in the Company's SEC reports. These and other
matters the Company discusses in this press release may cause
actual results to differ from those the Company describes.
Mackenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Call toll-free: (800) 322-2885
E-mail: proxy@mackenziepartners.com
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