[Enterprising Investor]

Court upholds 75-acre Flowerfield subdivision approval (10/16/24)

David Winzelberg

The Town of Smithtown’s preliminary subdivision approval for the 75-acre Flowerfield property in St. James has been upheld by a State Supreme Court decision.

State Supreme Court Justice Maureen Liccione dismissed the Article 78 lawsuit on Friday that was filed in May 2022 against the town, its planning board and Flowerfield owner Gyrodyne by the St. James-Head of Harbor Neighborhood Preservation Coalition and three area residents that challenged the preliminary subdivision approval.

The petitioners argued that the environmental review conducted by the town in advance of the preliminary subdivision approval was inadequate and did not include an analysis of the impact on the neighboring community and its character. However, the judge’s 13-page decision found that impact on neighborhood character was “considered extensively” in the environmental statement, which also imposed “a number of measures intended to mitigate potential adverse impacts,” including buffers of up to 200 feet, vegetation and restrictions on the location of structures.


The lawsuit also claimed that the planning board’s environmental review failed to take a “hard look” at the subdivision’s impact on traffic and water resources. The judge ruled that both of those claims, and a few others, lacked validity.

Attorney Tim Shea of Certilman Balin Adler & Hyman, who represents Gyrodyne, applauded the ruling.

“We are gratified with Justice Liccione’s thorough and well-reasoned decision validating the professionalism and hard work of the Town of Smithtown, Richard Zapolski and Rebecca Goldberg of IMEG and our entire development team and look forward to completing the subdivision process,” he told LIBN.

Attorney E. Christopher Murray of Rivkin Radler, who is representing the plaintiffs in the case, suggested the decision may be appealed.

“There are a number of issues which we believe warrant an appeal and we will be pursuing all appropriate actions with regards to the proposed development,” he said.

The eight-lot subdivision plan approved in March 2022 by the town and its planning board, had been scaled back and modified from the original nine-lot proposal submitted in Dec. 2017, after public comment and feedback from local stakeholders. The current preliminary subdivision approval from the town would allow for the proposed development of a 125,000-square-foot medical office building, 250-bed assisted-living facility and 125-key hotel with associated infrastructure improvements. There would be 35.4 acres, about 47 percent of the site, reserved for open space, including managed landscaping and 2 miles of walking and bicycle trails.

“We are extremely pleased with the court’s decisive ruling, which upholds the integrity of our subdivision approval process,” Gyrodyne CEO Gary Fitlin said in a written statement. “This decision represents a major milestone for Gyrodyne and reaffirms our commitment to responsible development. We remain focused on securing the final approvals necessary to unlock the full potential of the Flowerfield property and ensuring the best possible outcome for our shareholders.”

Once a helicopter and aeronautics manufacturer, publicly traded Gyrodyne ceased those operations in 1975 and turned some of its sprawling St. James property into an industrial park. The Flowerfield site, located at the intersection of Mills Pond Road and Flowerfield Drive, currently has four single-story, multi-tenanted industrial buildings with a total building area of 134,893 square feet that is about 80 percent occupied.

In 2012, Gyrodyne received about $167.5 million from the state as payment for undervaluing the state’s condemnation of 245.5 acres seven years earlier. State courts ruled that Gyrodyne was owed the money for the Flowerfield property that was taken by the state via eminent domain in 2005 and is now part of Stony Brook University.

Development of the remainder of the Flowerfield property has been opposed by local residents over the years, who have fought previous proposed plans.

St. James-based Gyrodyne, which owns and manages a portfolio of commercial real estate properties, has tried to increase Flowerfield’s value and attractiveness by securing municipal approvals for its future redevelopment. The Flowerfield property is currently being marketed for sale by a JLL Capital Markets team led by Jose Cruz, Ryan Robertson and David Leviton.

“The outcome of the Article 78 proceeding provides enhanced clarity on the potential future uses of the property for any prospective buyers,” Cruz said in the statement. “We believe that the approval of this subdivision addresses any concerns associated with development of the property and has a positive effect on our marketing efforts.”

https://libn.com/2024/10/16/court-upholds-75-acre-flowerfield-subdivision-approval/

[Enterprising Investor]

Source: NYSCEF [Docket 176]

https://iapps.courts.state.ny.us/fbem/DocumentDisplayServlet?documentId=7lNkhVQ%2Fb%2FkBI34Gr8_PLUS_yfw%3D%3D&system=prod&s=09

[Enterprising Investor]

New York Supreme Court Rules in Favor of Gyrodyne in Article 78 Proceeding (10/16/24)

ST. JAMES, N.Y., Oct. 16, 2024 (GLOBE NEWSWIRE) -- Gyrodyne, LLC (NASDAQ: GYRO) (“Gyrodyne”) today announced that the Supreme Court of the State of New York issued a decisive ruling in favor of Gyrodyne, dismissing a petition brought by the St. James - Head of the Harbor Neighborhood Preservation Coalition, Inc. and several individuals seeking a judgment to vacate the Town of Smithtown Planning Board’s approval of Gyrodyne’s eight-lot subdivision of its Flowerfield property.

On October 11, 2024, after an exhaustive review of the entire administrative record, Justice Maureen T. Liccione denied the Petition as to all remaining petitioners and dismissed the Article 78 Proceeding because the petition was defective and unsupported by the administrative record and “the record demonstrates that the Planning Board took the requisite ‘hard look’ and mitigated the potential adverse environmental impacts of subdivision approval to the maximum extent practicable.”

Gyrodyne is continuing to take all actions necessary to secure final approval of an eight-lot subdivision of Flowerfield and is now in the process of conducting a national marketing effort through its broker JLL Capital Markets, led by Suburban Tristate Leader Jose Cruz, as well as Vice Chairman and broker lead of Long Island David Leviton and Director Ryan Robertson, to sell its properties with all approved entitlements with the goal of generating maximum net asset value for Gyrodyne’s shareholders. “The outcome of the Article 78 Proceeding provides enhanced clarity on the potential future uses of the property for any prospective buyers” said Cruz. “We believe that the approval of this subdivision addresses any concerns associated with development of the property and has a positive effect on our marketing efforts.”

Gary Fitlin, Chief Executive Officer of Gyrodyne, stated: “We are extremely pleased with the Court's decisive ruling, which upholds the integrity of our subdivision approval process. This decision represents a major milestone for Gyrodyne and reaffirms our commitment to responsible development. We remain focused on securing the final approvals necessary to unlock the full potential of the Flowerfield property and ensuring the best possible outcome for our shareholders.”

About Gyrodyne

Gyrodyne, LLC (the “Company”) 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.

https://www.globenewswire.com/news-release/2024/10/16/2963899/0/en/New-York-Supreme-Court-Rules-in-Favor-of-Gyrodyne-in-Article-78-Proceeding.html

[Enterprising Investor]

Gary Fitlin, President, Chief Executive Officer, Chief Financial Officer and Treasurer of Gyrodyne, LLC, presented remarks at the Company’s 2024 Annual Shareholders Meeting held on October 7, 2024 (10/07/24)

https://www.sec.gov/ix?doc=/Archives/edgar/data/1589061/000143774924030773/gyrllc20241007_8k.htm

[Enterprising Investor]

Thank you for sharing.

[vpagano]

https://www.marketscreener.com/quote/stock/JONES-LANG-LASALLE-INCORP-13180/news/Jones-Lang-LaSalle-Incorporated-Gyrodyne-retains-JLL-Capital-Markets-to-sell-60-acre-Long-Island-d-46364201/

[Enterprising Investor]

Gyrodyne Announces Closing of Successful, Oversubscribed Rights Offering (3/08/24)

ST. JAMES, N.Y., March 08, 2024 (GLOBE NEWSWIRE) -- 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 [e-mail].

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.

https://www.globenewswire.com/news-release/2024/03/08/2843343/0/en/GYRODYNE-ANNOUNCES-CLOSING-OF-SUCCESSFUL-OVERSUBSCRIBED-RIGHTS-OFFERING.html

[Enterprising Investor]

Gyrodyne Announces Commencement of Rights Offering (2/06/24)

ST. JAMES, N.Y., Feb. 06, 2024 (GLOBE NEWSWIRE) -- Gyrodyne, LLC (“Gyrodyne” or the “Company”) (NASDAQ: GYRO), an owner and manager of a diversified portfolio of real estate properties, today announced the commencement of the subscription period of its rights offering.

As previously announced, the Company intends to raise up to $5 million in aggregate gross proceeds by way of a rights offering in which its existing shareholders as of the record date of January 29, 2024 will be granted rights to purchase shares of the Company’s common stock (the “Rights Offering”).

The Company filed a registration statement (File No. 333-276312) (the “Registration Statement”) with respect to the proposed Rights Offering with the Securities and Exchange Commission (the “SEC”) on December 29, 2023.

In the Rights Offering, the Company will distribute to holders of Gyrodyne’s common shares non-transferable subscription rights to purchase up to an aggregate of 625,000 shares of common stock at a subscription price of $8.00 per share. Each right consists of a basic subscription privilege and an oversubscription privilege. The rights under the basic subscription privilege will be distributed in proportion to shareholders’ holdings on the Record Date. Shareholders will receive one subscription right for each five shares held. Each whole subscription right gives the shareholders the opportunity to purchase two of the Company’s common shares for $8.00 per share. If a shareholder exercises his or her basic subscription right in full, and other shareholders do not, such shareholder will be entitled to an oversubscription privilege to purchase a portion of the unsubscribed shares at the subscription price, subject to proration and certain limitations.

The Company expects to use the net proceeds received from the rights offering to complete the pursuit of entitlements on the Company’s Flowerfield and Cortlandt Manor properties, for litigation fees and expenses in the Article 78 proceeding against the Company, for property purchase agreement negotiation and enforcement, for necessary capital improvements in the Company’s real estate portfolio, and for general working capital.

The subscription rights are exercisable until 5:00 p.m., New York City time, on March 7, 2024. Gyrodyne may extend the rights offering period for additional periods ending no later than April 6, 2024 or cancel the rights offering at any time for any reason.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on February 2, 2024.

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.

Additional Information and Where to Find It

The Company has filed the Registration Statement (including a prospectus) with the SEC for the offering to which this press release relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.

No Offer or Solicitation

This press release shall not constitute an offer, nor a solicitation of an offer, of the sale or purchase of securities, nor shall any securities of the Company be offered or sold in any jurisdiction in which such an offer, solicitation or sale would be unlawful. It is an outline of matters for discussion only. Neither the SEC nor any state securities commission has approved or disapproved of the transactions contemplated hereby or determined if this document is truthful or complete. Any representation to the contrary is a criminal offense. In connection with the Rights Offering transaction discussed herein, the Registration Statement was filed with the SEC on December 29, 2023. Shareholders of the Company are urged to read the Registration Statement and the documents incorporated by reference therein before making any investment decision with respect to the Rights Offering because they will contain important information regarding the proposed Rights Offering transaction. You should not construe the contents of this press release as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein.

Contact Data

Alternatively, you may obtain copies of the prospectus, by contacting Mackenzie Partners, Inc., the information agent for the offering, at:

Mackenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Call toll-free: [phone]
E-mail: [e-mail]

https://www.globenewswire.com/news-release/2024/02/06/2824454/0/en/GYRODYNE-ANNOUNCES-COMMENCEMENT-OF-RIGHTS-OFFERING.html

[Enterprising Investor]

Gyrodyne Announces Record Date for Proposed Rights Offering (1/22/24)

ST. JAMES, N.Y., Jan. 22, 2024 (GLOBE NEWSWIRE) -- Gyrodyne, LLC (“Gyrodyne” or the “Company”) (NASDAQ: GYRO), an owner and manager of a diversified portfolio of real estate properties, today announced that the record date for its proposed rights offering is January 29, 2024 at 5:00 p.m. Eastern Time (the “Record Date”).

As previously announced, the Company intends to raise up to $5 million in aggregate gross proceeds by way of a rights offering where its existing shareholders as of the Record Date will be granted rights to purchase shares of the Company’s common stock (the “Rights Offering”).

The Company filed a registration statement (File No. 333-276312) (the “Registration Statement”) with respect to the proposed Rights Offering with the Securities and Exchange Commission (the “SEC”) on December 29, 2023.

In the Rights Offering, the Company will distribute to holders of Gyrodyne’s common shares non-transferable subscription rights to purchase up to an aggregate of 625,000 shares of common stock at a subscription price of $8.00 per share. Each right consists of a basic subscription privilege and an oversubscription privilege. The rights under the basic subscription privilege will be distributed in proportion to shareholders’ holdings on the Record Date. Shareholders will receive one subscription right for each five shares held. Each whole subscription right gives the shareholders the opportunity to purchase two of the Company’s common shares for $8.00 per share. If a shareholder exercises his or her basic subscription right in full, and other shareholders do not, such shareholder will be entitled to an oversubscription privilege to purchase a portion of the unsubscribed shares at the subscription price, subject to proration and certain limitations.

The Company expects to use the net proceeds received from the rights offering to complete the pursuit of entitlements on the Company’s Flowerfield and Cortlandt Manor properties, for litigation fees and expenses in the Article 78 proceeding, for property purchase agreement negotiation and enforcement, for necessary capital improvements in the Company’s real estate portfolio, and for general working capital.

Further details on the terms of the Rights Offering and the procedures pursuant to which eligible shareholders can exercise their rights, including any changes to the dates included in this press release, will be announced before the commencement of the Rights Offering.

No Rights Offering will be made until the Company announces the definitive terms of the Rights Offering and the Registration Statement incorporating those terms is declared effective by the SEC.

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.

https://www.globenewswire.com/news-release/2024/01/22/2813249/0/en/GYRODYNE-ANNOUNCES-RECORD-DATE-FOR-PROPOSED-RIGHTS-OFFERING.html

[Enterprising Investor]

Term Mortgage Loan (1/03/24)

As previously reported in Gyrodyne, LLC’s (the “Company”) Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 29, 2023, the Company, through its subsidiaries GSD Cortlandt, LLC (“GSD Cortlandt”) and Buttonwood Acquisition, LLC (“Buttonwood”), secured a term mortgage loan (the “Mortgage Loan”) on December 27, 2023 in the principal amount of $1,500,000 with LLYR Resources, LLC. The net proceeds of the Mortgage Loan will be used for general working capital. The Mortgage Loan is unconditionally and irrevocably guaranteed by the Company. The term of the Mortgage Loan is two years. Until the maturity date, the Mortgage Loan bears interest at a floating interest rate of 1.5% per annum in excess of the Wall Street Prime Rate, with such interest payable monthly, which may be prepaid, in whole or in part, at any time, without payment of a prepayment fee.

The Mortgage Loan is secured by a first mortgage in the amount of $1,500,000 on the interests of GSD Cortlandt in 1989 Crompond Road and 1987 Crompond Road in Cortlandt Manor, New York, and the interests of Buttonwood in 206 Buttonwood Avenue and certain vacant land off of Buttonwood Road in Cortlandt Manor, New York.

https://www.sec.gov/ix?doc=/Archives/edgar/data/1589061/000143774924000422/gyrllc20240103_8k.htm

[Enterprising Investor]

Security Ownership

Gamco Asset Management Inc.
284,272
18.1%

Towerview LLC.
155,152
9.9%

Grantham, Mayo, Van Otterloo & Co., LLC
119,248
7.6%

MILFAM LLC
113,557
7.2%

Star Equity Fund LP
99,464
6.3%

D&O’s

Paul L. Lamb
67,801
4.3%

Jan Loeb
66,000
4.2%

Ronald J. Macklin
21,743
1.4%

Nader Salour
24,228
1.4%

Richard Smith
21,224
1.3

Peter Pitsiokos
0

Gary J. Fitlin - President, CEO, CFO and Treasuer
0

All executive officers and Directors as a group (7 persons)
200,996
12.8%

[Enterprising Investor]

Gyrodyne, LLC Plans to Raise $5 Million through Rights Offering (12/29/23)

https://www.sec.gov/Archives/edgar/data/1589061/000143774923035552/gyrllc20231228_s1.htm

[Enterprising Investor]

GAMCO Investors, Inc. beneficially owns 284,272 shares (11/14/23)

Controls 18.06 percent.

https://www.sec.gov/Archives/edgar/data/807249/000080724923000149/gyro_11.htm

[Enterprising Investor]

Fight over Flowerfield Fairgrounds in St. James continues as DEC makes pitch to acquire acreage (10/29/23)

The legal fight over a St. James property known as Flowerfield Fairgrounds is continuing, but records show the state has expressed interest in acquiring an untouched 43-acre portion of the 63 acres for conservation instead of development.

The New York State Department of Environmental Conservation pitched the proposal in a June letter to Smithtown Supervisor Ed Wehrheim, who replied later that month that the town"has no objection to the state’s proposal."

The DEC confirmed in a statement to Newsday that the agency "has been involved in preliminary discussions with stakeholders regarding the property’s future conservation."

In March 2022, Smithtown's Planning Board gave landowner Gyrodyne LLC, a defense contractor, the go-ahead to subdivide the 63 acres into eight lots for future uses like medical offices, an assisted living and a hotel. The company previously sold off about a dozen acres that now is a catering hall known as Flowerfield Celebration.

In April 2022, Head of the Harbor village and area residents sued the town and Gyrodyne to try to annul the planning board's decision and require more of an environmental review. The project opponents said they want to find a way to protect the undeveloped 43 acres from future building.

The lawsuit, pending in State Supreme Court in Suffolk County, alleges the town’s subdivision approval was “an abuse of discretion" and "violated lawful procedure."

On Oct. 11, attorney Chris Murray, who represents the plaintiffs, filed a letter with the court about the DEC's interest in the property.

The next day, Joseph Clasen, an attorney for Gyrodyne, responded with a court filing that said the company wasn't aware of the DEC's interest, nor had it started any discussions with the agency.

Clasen also asked the judge to dismiss the lawsuit and accused the plaintiffs of trying to stall the case.

Another attorney for Gyrodyne later declined Newsday's request for comment.

In the early 1900s, Long Island horticultural businessman John Lewis Childs owned the property and grew flowers and plants there. The parcel also was home to the former Long Island Rail Road Flowerfield station, which opened in 1910 before train service ended there in 1959.

Gyrodyne acquired the property in 1951, Newsday previously reported. The company built helicopters from 1961 until 1975 on the property, which primarily is zoned for light industry.

Today, part of the property houses 51 tenants and has 131,244 rentable square feet suitable for office, engineering, manufacturing and warehouse use, according to Gyrodyne's website.

Proponents of preserving the property say they're encouraged by DEC's interest in the property.

John Halsey, president of Peconic Land Trust, said the environmental advocacy group "will work with the owners and public partners including the NYS DEC and Suffolk County in any way we can to bring its protection to fruition.”

Head of the Harbor village trustee Judy Ogden, a spokeswoman for Saint James-Head of the Harbor Neighborhood Preservation Coalition — which is spearheading the lawsuit — said the town's lack of objection to the DEC's potential land acquisition "is really important."

Both Murray, the plaintiffs' attorney, and coalition member Joe Bolhoffer, an attorney who chairs Head of the Harbor's zoning board, saidin interviews the DEC's acquisition of the 43 acres would resolve the plaintiffs' legal demands.

[Enterprising Investor]

Gary Fitlin, President, Chief Executive Officer, Chief Financial Officer and Treasurer of Gyrodyne, LLC, presented remarks at the Company’s 2023 Annual Shareholders Meeting held on October 12, 2023.

The text of Mr. Fitlin’s remarks are linked below.

https://www.sec.gov/Archives/edgar/data/1589061/000143774923028132/ex_579385.htm

[Enterprising Investor]

Proxy Statement (9/12/23)

https://www.sec.gov/Archives/edgar/data/1589061/000143774923025694/gyrllc20230907_def14a.htm

[Enterprising Investor]

Gyrodyne Announces Agreement with Star Equity Fund (9/06/23)

Will Implement Incentive Compensation Enhancements to Better Align with Shareholders; Star Equity Withdraws Nominations and Shareholder Proposal

ST. JAMES, N.Y., Sept. 6, 2023 /PRNewswire/ -- Gyrodyne, LLC (Nasdaq: GYRO), an owner and manager of a diversified portfolio of real estate properties ("Gyrodyne"), today announced that it has entered into an agreement (the "Agreement") with Star Equity Fund, LP ("Star Equity Fund"), under which Star Equity Fund has withdrawn both its slate of nominees for election at the 2023 annual shareholders meeting and its proposal regarding certain compensation matters, and Gyrodyne will freeze director fees and transition directors from its cash bonus plan to a new stock plan if approved by the shareholders.

Under the terms of the agreement, Gyrodyne agreed to submit for shareholder approval at its 2023 annual shareholders meeting a new stock incentive plan for directors who currently participate in Gyrodyne's cash retention bonus plan. If shareholders approve the proposed stock plan, current director participants in the bonus plan will exchange their benefits for an equivalent value of shares under the new stock plan, with the shares vesting over a three-year period.

The agreement with Star Equity Fund is just one step in Gyrodyne's articulated process of significant shareholder engagement.

Paul Lamb, Gyrodyne's Chairman, stated that "[t]he Board and Management greatly appreciate the valuable input provided by Star Equity and our other shareholders, which will benefit Gyrodyne tremendously as we move forward toward completing our strategic goal of selling our properties and maximizing distributions to our shareholders."

Jeffrey Eberwein, manager of Star Equity Fund, added that, "After recent constructive dialogue with Gyrodyne, we are pleased to have collaborated with the Board on these compensation structure changes to bring better alignment with the interests of all shareholders."

Star Equity has also agreed to certain customary standstill provisions. The full agreement with Star Equity will be filed in a Current Report on Form 8-K with the Securities and Exchange Commission.

About Gyrodyne, LLC

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 Stock Market under the symbol GYRO. Additional information about the Company may be found on its web site at www.gyrodyne.com.

https://www.prnewswire.com/news-releases/gyrodyne-announces-agreement-with-star-equity-fund-301919165.html

[Enterprising Investor]

Gyrodyne Appoints Jan Loeb to Board of Directors (8/01/23)

ST. JAMES, N.Y.--(BUSINESS WIRE)--Gyrodyne, LLC (Nasdaq: GYRO) (“Gyrodyne” or the “Company”), an owner and manager of a diversified portfolio of real estate properties, today announced that it has appointed Jan Loeb to the Company’s Board of Directors (the “Board”), effective immediately. Mr. Loeb was appointed to the Board pursuant to a cooperation agreement (the “Agreement”) between the Company and Leap Tide Capital Management LLC (collectively with its affiliates, “Leap Tide”).

Paul Lamb, Chairman of the Board, said, “Jan is a proven leader who brings a wealth of strategic knowledge, financial expertise and prior public company board experience, and we are pleased to welcome him as a director. We look forward to benefitting from Jan’s input as we continue to position the Company’s properties for sale to ultimately distribute the maximum value possible to our shareholders.”

The Company also announced that Philip Palmedo, who has served as a director since July 1996, has stepped down from the Board, effective immediately.

Mr. Lamb added: “We want to express our sincere thanks to Phil for his guidance, leadership and dedication as the Company navigated through challenging times over the years.”

Mr. Loeb stated: “We are pleased to have worked constructively with Gyrodyne to reach an agreement that is in the best interests of all stakeholders. I look forward to leveraging my perspectives as a significant shareholder and working alongside my fellow directors to maximize value for all shareholders.”

As part of the Agreement, the Company has agreed to include Mr. Loeb in the Company’s slate of director nominees for election at the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) for a three-year term. Additionally, Leap Tide has agreed to customary standstill provisions. The Agreement will be included as an exhibit to the Company’s Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission (the “SEC”).

About Jan Loeb

Mr. Loeb has more than 40 years of money management and investment banking experience. He has been the Managing Member of Leap Tide since 2007. From 2005 to 2007, he served as the President of Leap Tide’s predecessor, Leap Tide Capital Management Inc., which was formerly known as AmTrust Capital Management Inc. He served as a Portfolio Manager of Chesapeake Partners from February 2004 to January 2005. From January 2002 to December 2004, he served as Managing Director at Jefferies & Company, Inc. From 1994 to 2001, he served as Managing Director at Dresdner Kleinwort Wasserstein, Inc. (formerly Wasserstein Perella & Co., Inc.). He served as a Lead Director of American Pacific Corporation from July 8, 2013 to February 27, 2014, and also served as its Director from January 1997 to February 27, 2014. He served as an Independent Director of Pernix Therapeutics Holdings Inc. (formerly, Golf Trust of America, Inc.) from 2006 to August 31, 2011. He served as a Director of TAT Technologies, Ltd. from August 2009 to December 21, 2016. He served as a Director of Keweenaw Land Association, Ltd. from December 2016 until May 2019. He has served as President, Executive Chairman and board member of Novelstem International Corp since July 2018.

About Gyrodyne, LLC

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 Stock Market under the symbol GYRO. Additional information about the Company may be found on its web site at www.gyrodyne.com.

https://www.businesswire.com/news/home/20230801880027/en/

[Enterprising Investor]

Star Equity Fund Responds to Gyrodyne Board’s Entrenchment Tactics (6/21/23)

Alarmed by Board’s Efforts to Stonewall Director Nominations

Believes Change is Needed to the Board

OLD GREENWICH, Conn., June 21, 2023 (GLOBE NEWSWIRE) -- Star Equity Fund, LP (“Star Equity Fund”, “we”, or “our”) is an investment fund focused on unlocking shareholder value and improving corporate governance at its portfolio companies. Star Equity fund owns 6.7% of the common stock of Gyrodyne, LLC (Nasdaq: GYRO) (“Gyrodyne” or the “Company”). We believe significant change to the Gyrodyne board of directors (the “Board”) is needed NOW to create value for all shareholders. We have nominated two highly-qualified candidates for election to the Board, Hannah Bible and Matthew Sullivan, to act in the best interests of ALL shareholders. We believe the incumbent Board has been astonishingly conniving in attempting to disqualify our good faith director nomination and in depriving shareholders the opportunity to vote for alternative directors.

The Company has gone to great lengths to invalidate our director nomination

We believe the Board is utilizing underhanded tactics to try to thwart our director nomination. We have now received two deficiency notices from the Company alleging our Nomination Notice and accompanying questionnaires were incomplete and excluded certain information. Certain of these alleged deficiencies rely on categorically false assumptions or manipulations of facts, or are trivial in nature. Additionally, we believe that the Company is spending significant shareholder money on unnecessary investigations in a desperate search for information to discredit our highly qualified and motivated nominees.

The Board employs a multitude of self-serving entrenchment tactics

Stonewalling shareholder input has become a theme at Gyrodyne. Last year, in March 2022, we requested the Board waive its entrenchment mechanism requiring a nominating shareholder to have held at least $2,000 worth, or 1%, of the Company’s common stock for at least one year in order to be eligible to nominate. In yet another example of the entrenched Board’s refusal to facilitate shareholder input, the Company refused our request and this anti-shareholder mechanism remains in full force.

Unfortunately, the Board has carefully insulated itself from shareholder input and continuously rebuffed our attempts to effectuate change. We are shocked by the Company’s defensive moat of bylaw obstacles to the director nomination process, including minimum ownership and holding period thresholds, extensive and invasive nominee questionnaires, and its classified Board structure. These stipulations allow the Board to identify dissident shareholders far in advance, stifle their input, and try to stonewall nominations, as they seem to be attempting to do with our nominees. We believe Gyrodyne’s directors have engineered this labyrinth of barriers in a concerted effort to maintain their positions at Gyrodyne and treat the Company as their personal compensation vehicle.

The Board is significantly misaligned with shareholders’ interests

We believe that the Company's Board and management incentives are in obvious conflict with its duty to create value for all shareholders.

Firstly, in our view the Board is incentivized to drag out the liquidation process of the Company’s Flowerfield and Cortlandt Manor properties. The Company maintains an egregious compensation plan tied to the dissolution process (the “Bonus Plan”), which allocates 5% of the gross sale proceeds to Board members and management (65% of this pool going to the Board) if the properties are sold above their decade-old 2013 appraised values.

Secondly, the Board members and management earn an additional fee between 10% and 20% on gross proceeds in excess of the appraised values.

Through prolonging the dissolution process, which has been in process for more than 10 years, the Board continues to collect their annual compensation while increasing the chances of obtaining a higher sale price and, thus, a higher bonus under the Bonus Plan, which ignores the time value of money to the detriment of NPV-minded shareholders. Given the 2013 appraisal values are now 10 years old and were assessed in a significantly different real estate environment, we believe the Board is enriched at the expense of shareholders for protracting the dissolution process. The Company has not completed a sale of any properties within its real estate portfolio since August 2018, almost 5 years ago.

Based on the previous actions of the Board and the misalignment of their incentives, we have no confidence that Gyrodyne will complete its liquidation process by its stated year-end 2024 deadline, which has already been delayed by two years from the previous deadline. On top of this, the GYRO directors collectively own a mere 4% of shares with management owning zero shares — a serious concern for which we fault the Board.

Star Equity Fund remains resolute in its opinion that a change in Board composition is vital to altering the corporate governance practices, changing the onerous compensation plans, and unlocking shareholder value at GYRO. We believe the long-suffering GYRO shareholders deserve better, and we plan to give them a chance for much needed Board change at the upcoming Annual Meeting.


For more information contact:
Star Equity Fund, LP The Equity Group
Jeffrey E. Eberwein Lena Cati
Portfolio Manager Senior Vice President
203-489-9501 212-836-9611
[e-mail]
[e-mail]
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Star Equity Fund, LP (“Star Equity Fund”), together with the other participants named herein (collectively, “Star Equity”), intends to file a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2023 annual meeting of shareholders of Gyrodyne, LLC a New York limited liability company (the “Company”).

STAR EQUITY STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

The participants in the proxy solicitation are anticipated to be Star Equity Fund, Star Equity Fund GP, LLC (“Star Equity Fund GP”), Star Value, LLC (“Star Value”), Star Equity Holdings, Inc. (“Star Equity Holdings”), Star Investment Management, LLC (“Star Investment Management”), Jeffrey E. Eberwein, Hannah M. Bible, and Matthew R. Sullivan.

As of the date hereof, Star Equity Fund beneficially owns directly 99,360 common shares of LLC interests, par value $1.00 per share, of the Company (the “Common Shares”). Star Equity Fund GP, as the general partner of Star Equity Fund, may be deemed to beneficially own the 99,360 Common Shares owned directly by Star Equity Fund. Star Value, as the sole member of Star Equity Fund GP, may be deemed to beneficially own the 99,360 Common Shares owned directly by Star Equity Fund. Star Equity Holdings, as the parent company of Star Equity Fund, may be deemed to beneficially own the 99,360 Common Shares owned directly by Star Equity Fund. Star Investment Management, as the investment manager of Star Equity Fund, may be deemed to beneficially own the 99,360 Common Shares owned directly by Star Equity Fund. Mr. Eberwein, as the Portfolio Manager of Star Equity Fund, may be deemed to beneficially own the 99,360 Common Shares owned directly by Star Equity Fund. As of the date hereof, neither Ms. Bible nor Mr. Sullivan beneficially owns any Common Shares.

https://www.globenewswire.com/news-release/2023/06/21/2692025/0/en/Star-Equity-Fund-Responds-to-Gyrodyne-Board-s-Entrenchment-Tactics.html

[Enterprising Investor]

TowerView LLC beneficially owns 155,152 shares (3/31/23)

Controls 10.46 percent.

https://www.sec.gov/Archives/edgar/data/1589061/000116657323000003/xslF345X02/primary_doc.xml