Gyrodyne Company of America, Inc. Announces Final Results of Rights Offering; Receives $6,116,055 in Gross Proceeds (6/26/15)
ST. JAMES, N.Y., June 26, 2015 /PRNewswire/ -- Gyrodyne Company of America, Inc. (NASDAQ: GYRO) ("Gyrodyne"), a self-managed and self-administered real estate investment trust, today announced the final results of its rights offering.
Gyrodyne received confirmation from Computershare Trust Company, N.A., Gyrodyne's subscription agent, of the previously announced preliminary results that a total of 7,044,894 shares were subscribed for in the rights offering, consisting of 1,009,376 shares under the basic subscription privilege and 6,035,518 shares under the oversubscription privilege. Based on the maximum 2,224,020 shares that were issuable in the rights offering, 1,214,644 shares were allocated to shareholders who properly exercised their oversubscription privilege, pro rata in proportion to the aggregate number of shares subscribed for under the over-subscription privilege, or 20.12499% of each oversubscriber's requested shares.
Gyrodyne expects Computershare to begin distributing the shares and refund checks for unfulfilled oversubscriptions to shareholders today. As a result of the rights offering, Gyrodyne's common stock will increase by 2,224,020 shares to 3,706,700. Gyrodyne has received the maximum $6,116,055 sales proceeds from the rights offering, and estimates the net proceeds to be approximately $5,606,000.
About Gyrodyne Company of America, Inc.
Gyrodyne, a real estate investment trust, manages the business and properties of Gyrodyne Special Distribution LLC ("GSD"), pursuant to GSD's limited liability company agreement which provides that Gyrodyne has the sole and absolute discretion regarding the management and affairs of GSD in its capacity as GSD's managing member. GSD owns a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties primarily in the New York metropolitan area, subject to related mortgage debt in favor of Flowerfield Mortgage Inc. ("FMI"), with Flowerfield Properties, Inc. ("FPI") having the contractual right to manage the business and properties of GSD. FMI and FPI are both subsidiaries of Gyrodyne. GSD owns a 68 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 which is the subject of development plans. GSD also owns medical office buildings in Port Jefferson Station, New York, Cortlandt Manor, New York and Fairfax, Virginia. FPI is also a limited partner in Callery Judge Grove, L.P., the only assets of which consist of potential future payments upon the achievement of certain development benchmarks by the purchaser in the 2013 sale by the partnership of an undeveloped 3,700 plus acre property in Palm Beach County, Florida. Gyrodyne's common stock is traded on the NASDAQ Stock Market under the symbol GYRO. Additional information about Gyrodyne may be found on its web site at www.gyrodyne.com.
Merger of Gyrodyne and Gyrodyne Special Distribution, LLC into Gyrodyne LLC.
(a) each share of Gyrodyne Common Stock issued and outstanding (including any such shares that are owned by Gyrodyne as treasury stock) immediately prior to the Effective Time (other than Dissenting Shares) shall be converted into 0.09 validly issued LLC Shares (representing such shares’ pro rata share of 22.6% of the LLC Shares in the aggregate, giving effect to consummation of the Merger), or as otherwise shall be determined by the Board of Directors of Gyrodyne and announced at least ten days prior to Gyrodyne’s annual meeting of shareholders or such other meeting of shareholders at which shareholders of Gyrodyne shall consider and act upon this Plan of Merger;
(b) each common membership interest of GSD issued and outstanding immediately prior to the Effective Time will be converted into 0.47 validly issued LLC Shares (representing such shares’ pro rata share of 47.4% of the LLC Shares in the aggregate, giving effect to consummation of the Merger), or as otherwise shall be determined by the Board of Directors of Gyrodyne and announced at least ten days prior to Gyrodyne’s annual meeting of shareholders or such other meeting of shareholders at which shareholders of Gyrodyne shall consider and act upon this Plan of Merger;
(c) each $1.00 of principal amount of the outstanding Dividend Notes at the Effective Time shall be redeemed by issuance of 0.025 validly issued LLC Shares (representing such Dividend Notes’ pro rata share (based on the aggregate amount of Dividend Notes) of 30.0% of the LLC Shares in the aggregate, giving effect to consummation of the Merger), or as otherwise shall be determined by the Board of Directors of Gyrodyne and announced at least ten days prior to Gyrodyne’s annual meeting of shareholders or such other meeting of shareholders at which shareholders of Gyrodyne shall consider and act upon this Plan of Merger;
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