8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 21, 2009

GRUBB & ELLIS COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-8122	94-1424307
(State or other jurisdiction of formation)	(Commission File Number)	(IRS Employer Identification No.)

1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (714) 667-8252

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     Disposition of Property

     On January 26, 2009, Grubb & Ellis Company (the “Company”) issued a press release announcing that it had received non-refundable earnest money deposits totaling $6.25 million from an undisclosed buyer for the property located at 39 Old Ridgebury Road, Danbury, Connecticut (the “Property”). Upon closing, the transaction is expected to result in net cash proceeds of approximately $14 million for the Company.

     The definitive agreements entered into by the Company in connection with the disposition of the Property will be filed by amendment to this Current Report on Form 8-K.

     The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     Sixth Amendment to Danbury Purchase Agreement

     On October 31, 2008, the Company, through GERA Danbury LLC, a subsidiary of the Company’s wholly owned subsidiary GERA Property Acquisition, LLC, entered into Agreement for Purchase and Sale of Real Property and Escrow Instructions (the “Danbury Purchase Agreement”) with Matrix Connecticut, LLC (“Matrix”) for the property located at 39 Old Ridgebury Road, Danbury, Connecticut (the “Property”).

     Matrix made an initial deposit of $1,250,000 (“Initial Deposit”) in connection with the execution of the Danbury Purchase Agreement. The Initial Deposit is non-refundable except in the event the Company does not meet its closing conditions. Matrix was required to make an additional, non-refundable deposit of $5,000,000 (“Additional Deposit”) on or prior to January 8, 2009, the last day of the inspection period (the “Inspection Period”) if it wishes to proceed with the transaction.

     On January 8, 2009, the Company, through GERA Danbury LLC, entered into an amendment (the “First Amendment”) to the Danbury Purchase Agreement with Matrix. The First Amendment extended for Matrix from January 8, 2009 to January 12, 2009 the Inspection Period, and correspondingly, the time for Matrix to decide whether it wishes to proceed with the transaction and make the Additional Deposit.

     On January 12, 2009, the Company, through GERA Danbury LLC, entered into a second amendment (the “Second Amendment”) to the Danbury Purchase Agreement with Matrix. The Second Amendment further extended for Matrix the Inspection Period from January 12, 2009 to January 14, 2009, and correspondingly, the time for Matrix to decide whether it wishes to proceed with the transaction and make the Additional Deposit.

     On January 14, 2009, the Company, through GERA Danbury LLC, entered into a third amendment (the “Third Amendment”) to the Danbury Purchase Agreement with Matrix. The Third Amendment further extended for Matrix the Inspection Period from January 14, 2009 to January 16, 2009, and correspondingly, the time for Matrix to decide whether it wishes to proceed with the transaction and make the Additional Deposit.

     On January 16, 2009, the Company, through GERA Danbury LLC, entered into a fourth amendment (the “Fourth Amendment”) to the Danbury Purchase Agreement with Matrix. The Fourth Amendment further extended for Matrix the Inspection Period from January 16, 2009 to January 20, 2009, and correspondingly, the time for Matrix to decide whether it wishes to proceed with the transaction and make the Additional Deposit.

     On January 20, 2009, the Company, through GERA Danbury LLC, entered into a fifth amendment (the “Fifth Amendment”) to the Danbury Purchase Agreement with Matrix. The Fifth Amendment further extended for Matrix the Inspection Period from January 20, 2009 to January 21, 2009, and correspondingly, the time for Matrix to decide whether it wishes to proceed with the transaction and make the Additional Deposit.

     On January 21, 2009, the Company, through GERA Danbury LLC, entered into a sixth amendment (the “Sixth Amendment”) to the Danbury Purchase Agreement with Matrix. The Sixth Amendment further extends for Matrix the Inspection Period from January 21, 2009 to January 23, 2009, and correspondingly, the time for Matrix to decide whether it wishes to proceed with the transaction and make the Additional Deposit. The Company may terminate the Danbury Purchase Agreement if Matrix fails to timely make the Additional Deposit.

     The foregoing is only intended to be a summary of the terms of the Sixth Amendment, and is not intended to be a complete discussion of such document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Sixth Amendment, which is annexed as Exhibit 99.2 to this Current Report on Form 8-K. Similarly, the foregoing is not intended to be a complete discussion of: (i) the Third Amendment, the Fourth Amendment and the Fifth Amendment, and it is qualified in its entirety by reference to the full text of the Third Amendment, the Fourth Amendment and the Fifth Amendment, each of which is annexed as an Exhibit to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 21, 2009, (ii) the First Amendment and the Second Amendment, and it is qualified in its entirety by reference to the full text of the First Amendment and the Second Amendment, each of which is annexed as an Exhibit to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 14, 2009, and (ii) the Danbury Purchase Agreement, and it is qualified in its entirety by reference to the full text of the Danbury Purchase Agreement, which is annexed as an Exhibit to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 5, 2008.

Item 9.01 Financial Statements and Exhibits.

(d) The following are filed as Exhibits to this Current Report on Form 8-K:

99.1	Press release issued by Grubb & Ellis Company dated January 26, 2009.
99.2	Sixth Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions, dated as of January 21, 2009, by and between GERA Danbury LLC and Matrix Connecticut, LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized and caused the undersigned to sign this Report on the Registrant’s behalf.

GRUBB & ELLIS COMPANY
By:	/s/ Richard W. Pehlke
	Richard W. Pehlke
	Chief Financial Officer and Executive Vice President

Dated: January 27, 2009

EXHIBIT INDEX

99.1	Press release issued by Grubb & Ellis Company dated January 26, 2009.
99.2	Sixth Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions, dated as of January 21, 2009, by and between GERA Danbury LLC and Matrix Connecticut, LLC.

EX-99.1

Exhibit 99.1

PRESS RELEASE
FOR IMMEDIATE RELEASE

Contacts:	Damon Elder	Janice McDill
Phone:	714.975.2659	312.698.6707
Email:	damon.elder@grubb-ellis.com	janice.mcdill@grubb-ellis.com

Grubb & Ellis Company Receives $6.25 Million in Non-Refundable
Deposits on Proposed Disposition of Danbury Corporate Center

SANTA ANA, Calif. (Jan. 26, 2009) — Grubb & Ellis Company (NYSE: GBE), a leading real estate services and investment firm, today announced that it has received non-refundable earnest money deposits totaling $6.25 million from an undisclosed buyer for the Danbury Corporate Center, a class A office complex in Danbury, Conn. Upon closing, the transaction is expected to result in net cash proceeds of approximately $14 million for Grubb & Ellis.

Grubb & Ellis is also actively engaged in seeking the disposition of four other real estate assets that are currently held on the company’s balance sheet.

About Grubb & Ellis

Grubb & Ellis Company (NYSE: GBE) is one of the largest and most respected commercial real estate services and investment companies. With more than 130 owned and affiliate offices worldwide, Grubb & Ellis offers property owners, corporate occupants and investors comprehensive integrated real estate solutions, including transaction, management, consulting and investment advisory services supported by proprietary market research and extensive local market expertise.

Grubb & Ellis and its subsidiaries are leading sponsors of real estate investment programs that provide individuals and institutions the opportunity to invest in a broad range of real estate investment vehicles, including tax-deferred 1031 tenant-in-common (TIC) exchanges; public non-traded real estate investment trusts (REITs) and real estate investment funds. As of September 30, 2008, more than $3.8 billion in investor equity has been raised for these investment programs. The company and its subsidiaries currently manage a growing portfolio of more than 225 million square feet of real estate. In 2007, Grubb & Ellis was selected from among 15,000 vendors as Microsoft Corporation’s Vendor of the Year. For more information regarding Grubb & Ellis Company, please visit www.grubb-ellis.com.

Forward-Looking Statements

Certain statements included in this press release may constitute forward-looking statements regarding, among other things, future revenue growth, market trends, the disposition of real estate assets currently held on the company’s balance sheet, new business opportunities and investment programs, synergies resulting from the merger of Grubb & Ellis Company and NNN Realty Advisors, certain combined financial information regarding Grubb & Ellis Company and NNN Realty Advisors, new hires, results of operations, changes in expense levels and profitability and effects on the Company of changes in the real estate markets. These statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results and performance in future periods to be materially different from any future results or performance suggested by these statements. Such factors which could adversely affect the

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Grubb & Ellis Company
1551 N. Tustin Ave., Suite 300 Santa Ana, CA 92705      714.667.8252

2 — 2 —2
1/26/09
Grubb & Ellis Company Receives $6.25 Million in Non-Refundable Deposits on Proposed Disposition of Danbury Corporate Center

company’s ability to obtain these results include, among other things: (i) the slowdown in the volume and the decline in transaction values of sales and leasing transactions; (ii) the general economic downturn and recessionary pressures on businesses in general; (iii) a prolonged and pronounced recession in real estate markets and values; (iv) the unavailability of credit to finance real estate transactions in general and the company’s tenant-in-common programs, in particular; (v) the ability to effect the disposition of real estate assets on the company’s balance sheet, (vi) the reduction in borrowing capacity under the Company’s current credit facility, and the additional limitations with respect thereto; (vii) the Company’s continuing ability to make interest and principal payments with respect to its credit facility; (viii) an increase in expenses related to new initiatives, investments in people, technology and service improvements; (ix) the success of current and new investment programs; (x) the success of new initiatives and investments; (xi) the inability to attain expected levels of revenue, performance, brand equity and expense synergies resulting from the merger of Grubb & Ellis Company and NNN Realty Advisors in general, and in the current macroeconomic and credit environment, in particular and (xii) other factors described in the company’s annual report on Form 10-K for the fiscal year ending December 31, 2007 and in the company’s quarterly reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 filed with the Securities and Exchange Commission (the “SEC”). The company does not undertake any obligation to update forward looking statements.

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EX-99.2

Exhibit 99.2

SIXTH AMENDMENT
TO
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND ESCROW INSTRUCTIONS

     THIS SIXTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (this “Amendment”) is made as of the 21st day of January, 2009, between GERA DANBURY LLC, a Delaware limited liability company (“Seller”), and MATRIX CONNECTICUT, LLC, a Delaware limited liability company (“Buyer”).

     WHEREAS, Seller and Buyer entered into that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions dated as of October 31, 2008, as amended by that certain First Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated as of January 8, 2009, Second Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated January 12, 2009, Third Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated January 14, 2009, Fourth Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated January 16, 2009, and Fifth Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated January 20, 2009 (collectively, the “Agreement”);

     WHEREAS, Buyer and Seller previously agreed to extend the Inspection Period until January 21, 2009;

     WHEREAS, Buyer has requested, and Seller has agreed, to further extend the date on which the Inspection Period expires from January 21, 2009 to January 23, 2009; and

     WHEREAS, the Seller and Buyer desire to further amend the Agreement on the terms and conditions set forth herein.

     NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

     1. Defined Terms. Except as provided to the contrary herein, all capitalized terms used in this Amendment shall have the same meaning assigned thereto in the Agreement.

     2. Extension of Inspection Period. Seller and Buyer hereby agree that the date on which the Inspection Period expires shall be further extended up to and including January 23, 2009.

     3. Deposits. In the event that Buyer does not exercise its right to terminate the Agreement pursuant to Section 6.1 of the Agreement, Buyer shall deliver the Additional Deposit of $5,000,000.00 to Escrow Holder in accordance with Section 2.1 of the Agreement on or prior to January 23, 2009.

     4. Ratification. Except as provided to the contrary herein, the parties hereto hereby

ratify and reaffirm all of the terms and conditions of the Agreement, which, as modified by the Amendment, shall continue in full force and effect.

     5. Facsimile. The parties contemplate that they may be executing counterparts of the Amendment transmitted by facsimile and agree and intend that a signature by facsimile machine shall bind the party so signing with the same effect as though the signature were an original signature.

     6. Counterparts. This Amendment may be executed in counterparts, and all such executed counterparts shall constitute the same agreement. It shall be necessary to account for only one such counterpart in proving this Amendment.

     IN WITNESS WHEREOF, each of the parties hereto has signed this Amendment as of the date first written above.

SELLER: GERA DANBURY LLC, a Delaware limited liability company
By:	/s/ Andrea R. Biller
	Name:	Andrea R. Biller
	Title:	Executive Vice President
BUYER: MATRIX CONNECTICUT, LLC, a Delaware limited liability company
By:	/s/ Glen Nelson
	Name:	Glen Nelson
	Title:	Manager