-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bu36bzL42W8ltb67ZoFLVw8AWny0scX+r8ehndcx3Ckllt1A6kjE61lzlP/ZzCA5 h8QIFoAdG9sd0VOxzF9cPw== 0000930413-03-001860.txt : 20030613 0000930413-03-001860.hdr.sgml : 20030613 20030613155743 ACCESSION NUMBER: 0000930413-03-001860 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030530 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRUBB & ELLIS CO CENTRAL INDEX KEY: 0000216039 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 941424307 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08122 FILM NUMBER: 03743846 BUSINESS ADDRESS: STREET 1: 2215 SANDERS RD STREET 2: STE 400 CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 4159561990 MAIL ADDRESS: STREET 1: ONE MONTGOMERY ST STE 3100 STREET 2: TELESIS TWR 9TH FLR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 8-K 1 c28510_8k.txt FORM 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) MAY 30, 2003 GRUBB & ELLIS COMPANY --------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-8122 94-1424307 --------------------------------------------------------------------- (STATE OR OTHER (COMMISSION (IRS EMPLOYER JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.) FORMATION) 2215 SANDERS ROAD, SUITE 400, NORTHBROOK, ILLINOIS 60062 -------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (847) 753-7500 NOT APPLICABLE -------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) Item 5. OTHER EVENTS AND REGULATION DISCLOSURE On May 30, 2003, Grubb & Ellis Company (the "Company") received from its lenders a further extension, until June 6, 2003, of the bank waiver (the "Waiver") that it had initially received in December, 2002 under its amended and restated term loan and credit facility dated as of December 31, 2000 (the "Credit Facility") by and among the Company, various financial institutions and Bank of America, N.A., as agent and lender (collectively, the "Banks"). Specifically, the Waiver, which was disclosed by the Company in its Current Report on Form 8-K filed on January 10, 2003, was initially due to expire on March 31, 2003 and was first extended to May 1, 2003, and then further extended to May 30, 2003 as previously disclosed by the Company in its Current Report on Form 8-K filed on May 2, 2003. As previously disclosed by the Company in its Form 10-Q for the quarter ended March 31, 2003, an affiliated entity of C. Michael Kojaian, the Company's controlling stockholder and Chairman of the Board, agreed in May 2003 to acquire the Credit Facility from the Banks. This transaction was effected on June 6, 2003 by an entity affiliated with Mr. Kojaian (the "New Lender"). The Company was not a party to the transaction and does not know the terms upon which the Credit Facility was acquired by the New Lender. Concurrently with the acquisition of the Credit Facility, the Company received a further extension of the Waiver from the New Lender, until June 30, 2003, to provide sufficient time to negotiate an amendment of the Credit Facility. The New Lender is currently in discussions with the special committee of the Company's board of directors, comprised of the disinterested member of the board, regarding the amending of certain existing financial covenants and certain other provisions of the Credit Facility. 1 Item 7. FINANCIAL STATEMENTS AND EXHIBITS The following are filed as Exhibits to this Current Report on Form 8-K: 1. Copy of Waiver executed by Bank of America, N.A., LaSalle Bank National Association and Bank One, N.A. and the Company, dated May 30, 2003. 2. Copy of Waiver executed by Kojaian Capital, L.L.C. and the Company, dated June 6, 2003. 2 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/ Brian D. Parker ----------------------- Brian D. Parker Chief Financial Officer Dated: June 13, 2003 3 EX-1 3 c28510_ex1.txt EXHIBIT 1 May 30, 2003 Grubb & Ellis Company 2215 Sanders Road Suite 400 Northbrook, Illinois 60062 Attention: General Counsel Re: WAIVER ------ Ladies/Gentlemen: Please refer to the Amended and Restated Credit Agreement dated as of December 31, 2000 (as amended or otherwise modified, the "CREDIT AGREEMENT") among Grubb & Ellis Company (the "BORROWER"), various financial institutions and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings assigned thereto in the Credit Agreement. Pursuant to a letter agreement dated March 26, 2003 and a letter agreement dated May 1, 2003, the Required Lenders waived through May 30, 2003 any Default or Event of Default arising from the Borrower's non-compliance with Section 8.1(c) (minimum Adjusted EBITDA) of the Credit Agreement for the fiscal quarters ended December 31, 2002 and March 31, 2003 (the "Existing Defaults"). At the Borrower's request, the Required Lenders agree to extend the waiver of the Existing Defaults through June 6, 2003. The Borrower acknowledges that the foregoing waiver shall expire on June 6, 2003 and, absent a further waiver by the Required Lenders or an amendment to the Credit Agreement, an immediate Event of Default shall exist. This letter agreement shall become effective when the Administrative Agent shall have received counterparts of this letter agreement executed by the Borrower and the Required Lenders. This letter agreement is limited to the matters specifically set forth herein and shall not be deemed to constitute a waiver, consent or amendment with respect to any other matter whatsoever. The Administrative Agent and the Lenders hereby reserve all of their rights, powers and remedies under the Credit Agreement and applicable law. This letter agreement may be executed in counterparts and by the parties hereto on separate counterparts. This letter agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois applicable to contracts made and to be performed entirely within such State. BANK OF AMERICA, N.A. as Administrative Agent and as a Lender BY: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- LASALLE BANK NATIONAL ASSOCIATION BY: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- BANK ONE, NA (as successor by merger with American National Bank and Trust Company of Chicago) BY: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Agreed to and accepted as of May 30, 2003: GRUBB & ELLIS COMPANY By: ------------------------------------- Name: ---------------------------------- Title: --------------------------------- CONFIRMATION Dated as of May 30, 2003 To: Bank of America, N.A., individually and as Administrative Agent, and the other financial institutions party to the Credit Agreement referred to below Please refer to (a) the Amended and Restated Credit Agreement dated as of December 31, 2000 (as amended, the "Credit Agreement") among Grubb & Ellis Company, various financial institutions (the "Lenders") and Bank of America, N.A., as administrative agent (the "Administrative Agent"); (b) the other "Loan Documents" (as defined in the Credit Agreement), including the Guaranty and Collateral Agreement; and (c) the letter agreement dated as of the date hereof (the "Waiver") delivered pursuant to the Credit Agreement. Each of the undersigned hereby confirms to the Administrative Agent and the Lenders that, after giving effect to the Waiver and the transactions contemplated thereby, each Loan Document to which such undersigned is a party continues in full force and effect and is the legal, valid and binding obligation of such undersigned, enforceable against such undersigned in accordance with its terms. GRUBB & ELLIS COMPANY GRUBB & ELLIS CONSULTING SERVICES COMPANY GRUBB & ELLIS NEW YORK, INC. GRUBB & ELLIS OF MICHIGAN, INC. GRUBB & ELLIS OF NEVADA, INC. GRUBB & ELLIS OF OREGON, INC. GRUBB & ELLIS AFFILIATES, INC. GRUBB & ELLIS MANAGEMENT SERVICES, INC. GRUBB & ELLIS MANAGEMENT SERVICES OF MICHIGAN, INC. HSM INC. LANDAUER HOSPITALITY INTERNATIONAL, INC. By: ------------------------------------ Name: Brian Parker Title: Chief Financial Officer EX-2 4 c28510_ex2.txt EXHIBIT 2 June 6, 2003 Grubb & Ellis Company 2215 Sanders Road Suite 400 Northbrook, Illinois 60062 Attention: General Counsel Re: WAIVER ------ Ladies/Gentlemen: Please refer to the Amended and Restated Credit Agreement dated as of December 31, 2000 (as amended or otherwise modified, the "CREDIT AGREEMENT") among Grubb & Ellis Company (the "BORROWER"), and Kojaian Capital, L.L.C., as Administrative Agent and Lender (Kojaian Capital, L.L.C. is successor by assignment to Bank of America, N.A. and the other financial institutions who were Lenders under the Credit Agreement prior to assignment). Capitalized terms used but not otherwise defined herein have the meanings assigned thereto in the Credit Agreement. Pursuant to a letter agreement dated March 26, 2003 and letter agreements dated May 1, 2003 and May 30, 2003, the Required Lenders waived through June 6, 2003 any Default or Event of Default arising from the Borrower's non-compliance with Section 8.1(c) (minimum Adjusted EBITDA) of the Credit Agreement for the fiscal quarters ended December 31, 2002 and March 31, 2003 (the "Existing Defaults"). At the Borrower's request, the Required Lenders agree to extend the waiver of the Existing Defaults through June 30 2003. The Borrower acknowledges that the foregoing waiver shall expire on June 30, 2003 and, absent a further waiver by the Required Lenders or an amendment to the Credit Agreement, an immediate Event of Default shall exist. This letter agreement shall become effective when the Administrative Agent shall have received counterparts of this letter agreement executed by the Borrower and the Required Lenders. This letter agreement is limited to the matters specifically set forth herein and shall not be deemed to constitute a waiver, consent or amendment with respect to any other matter whatsoever. The Administrative Agent and the Lenders hereby reserve all of their rights, powers and remedies under the Credit Agreement and applicable law. This letter agreement may be executed in counterparts and by the parties hereto on separate counterparts. This letter agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois applicable to contracts made and to be performed entirely within such State. KOJAIAN CAPITAL, L.L.C. as Administrative Agent and as sole Lender By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- Agreed to and accepted as of June 6, 2003: GRUBB & ELLIS COMPANY By: ----------------------------------- Name: -------------------------------- Title: ------------------------------- CONFIRMATION Dated as of May 30, 2003 To: Bank of America, N.A., individually and as Administrative Agent, and the other financial institutions party to the Credit Agreement referred to below Please refer to (a) the Amended and Restated Credit Agreement dated as of December 31, 2000 (as amended, the "Credit Agreement") among Grubb & Ellis Company, various financial institutions (the "Lenders") and Bank of America, N.A., as administrative agent (the "Administrative Agent"); (b) the other "Loan Documents" (as defined in the Credit Agreement), including the Guaranty and Collateral Agreement; and (c) the letter agreement dated as of the date hereof (the "Waiver") delivered pursuant to the Credit Agreement. Each of the undersigned hereby confirms to the Administrative Agent and the Lenders that, after giving effect to the Waiver and the transactions contemplated thereby, each Loan Document to which such undersigned is a party continues in full force and effect and is the legal, valid and binding obligation of such undersigned, enforceable against such undersigned in accordance with its terms. GRUBB & ELLIS COMPANY GRUBB & ELLIS CONSULTING SERVICES COMPANY GRUBB & ELLIS NEW YORK, INC. GRUBB & ELLIS OF MICHIGAN, INC. GRUBB & ELLIS OF NEVADA, INC. GRUBB & ELLIS OF OREGON, INC. GRUBB & ELLIS AFFILIATES, INC. GRUBB & ELLIS MANAGEMENT SERVICES, INC. GRUBB & ELLIS MANAGEMENT SERVICES OF MICHIGAN, INC. HSM INC. LANDAUER HOSPITALITY INTERNATIONAL, INC. By: --------------------------------------- Name: Brian Parker Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----