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0000950134-07-020600.txt : 20070928 0000950134-07-020600.hdr.sgml : 20070928 20070928060131 ACCESSION NUMBER: 0000950134-07-020600 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070924 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070928 DATE AS OF CHANGE: 20070928 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: 071140582 BUSINESS ADDRESS: STREET 1: 500 WEST MONROE STREET STREET 2: SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 3126986700 MAIL ADDRESS: STREET 1: 500 WEST MONROE STREET STREET 2: SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60661 8-K 1 c18940e8vk.htm CURRENT REPORT e8vk

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) September 24, 2007

GRUBB & ELLIS COMPANY

(Exact name of registrant as specified in its charter)


Delaware	1-8122	94-1424307

(State or other	(Commission	(IRS Employer Identification No.)
jurisdiction of	File Number)
formation)

500 West Monroe Street, Suite 2800, Chicago, Illinois 60661
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code
(312) 698-4900

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

On September 24, 2007, Grubb & Ellis Company (the “Company”) amended its senior secured credit facility (the “Facility”), pursuant to the terms and conditions of the Third Letter Amendment to the Company’s Amended and Restated Credit Agreement by and among the Company, the financial institutions identified therein as Lenders, the Guarantors named therein, Deutsche Bank Trust Company Americas, as Administrative Agent and a Lender (the “Letter Amendment”).

The Letter Amendment (i) extends from September 30, 2007 to March 31, 2008 the date by which the Company may sell to the Company’s affiliate, Grubb & Ellis Realty Advisors, Inc. (“Realty Advisors”), certain real property that the Company has acquired, and (ii) extends from September 30, 2007 to March 31, 2008 the date by which the Company is permitted to sell such real property, either to Realty Advisors or any other third party, before having to make certain mandatory quarterly prepayments to the extent of “Adjusted Excess Cash Flow” as that term is defined in the Facility.

The foregoing is a summary of the terms and conditions of the Letter Amendment, and does not purport to be a complete discussion of the Letter Amendment. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Letter Amendment, which is annexed as an Exhibit to this Current Report on Form 8-K.

The Company has filed a preliminary proxy statement/prospectus with the Securities and Exchange Commission (the “SEC”). THE COMPANY’S STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND, WHEN IT BECOMES AVAILABLE, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS. THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders and investors may obtain free copies of the proxy statement/prospectus (when available) and other documents filed by the Company through the website maintained by the SEC at www.sec.gov. In addition, the Company’s stockholders and investors may obtain free copies of the proxy statement/prospectus (when available) and other documents filed by the Company from the Company by contacting the Company’s Investor Relations Department at 500 West Monroe Street, Suite 2800, Chicago, IL 60661 or calling 312.698.6700.

The information in the preliminary proxy statement/prospectus is not complete and may be changed. Before making any voting or investment decisions with respect to the proposed business combination or any of the other matters with respect to which the Company’s stockholders will be asked to vote pursuant to the proxy statement/prospectus, the Company’s stockholders and investors are urged to read the proxy statement/prospectus and other documents filed by the Company when they become available.

The Company, its directors and named executive officers may be deemed to be participants in the solicitation of the Company’s security holders in connection with the proposed business combination and other matters with respect to which the Company’s stockholders will be asked to vote pursuant to the proxy statement/prospectus. Information regarding the names, affiliations and interests of such individuals is set forth in the Company’s preliminary proxy statement/prospectus which was last filed with the SEC on August 31, 2007, as such information may be supplemented by the Company’s definitive proxy statement/prospectus when it is filed with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) The following is filed as an Exhibit to this Current Report on Form 8-K:

99.1 Third Letter Amendment, effective as of September 24, 2007 and dated as of September 15, 2007, to the Company’s Amended and Restated Credit Agreement.

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/Robert Z. Slaughter
Dated: September 28, 2007		Robert Z. Slaughter
		Executive Vice President and General Counsel

EX-99.1 2 c18940exv99w1.htm THIRD LETTER AMENDMENT exv99w1

Exhibit 99.1

THIRD LETTER AMENDMENT

Dated as of September 15, 2007

Deutsche Bank Trust Company Americas,
as Administrative Agent under the
Credit Agreement referred to below
60 Wall Street
New York, New York 10005


Re:		Grubb & Ellis Company Credit Facility

Ladies and Gentlemen:

Reference is made to the Amended and Restated Credit Agreement dated as of April 14, 2006 (the “Original Credit Agreement”) by and among Grubb & Ellis Company (the “Borrower”), the guarantors named therein, Deutsche Bank Trust Company Americas, as administrative agent (the “Administrative Agent”), the financial institutions identified therein as lender parties (the “Lender Parties”), Deutsche Bank Trust Company Americas, as syndication agent, and Deutsche Bank Securities Inc., as sole book running manager and sole lead arranger, as amended by that certain First Letter Amendment dated as of June 16, 2006 and that certain Second Letter Amendment dated as of February 16, 2007 (the Original Credit Agreement, as so amended, the “Credit Agreement”), by and among the Borrower, the guarantors named therein, the Administrative Agent and the other parties named therein. Capitalized terms not otherwise defined herein shall have their respective meanings set forth in the Credit Agreement.

It is hereby agreed by you and us as follows:

1. Amendment to Credit Agreements. The Credit Agreement is hereby amended as follows:

(a) The reference to “September 30, 2007” set forth in Section 2.06(e)(ii) is hereby deleted and a reference to “March 31, 2008” is hereby substituted therefor.

(b) The reference to “Section 5.02(e)(v)(B)” set forth in clause (ii) of Section 5.01(s) is hereby deleted and a reference to “Section 5.02(e)(v)” is hereby substituted therefor.

2. Effectiveness of Amendment. This Third Letter Amendment (this “Amendment”) shall become effective as of the date first above written solely when (i) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Guarantors, the Administrative Agent and the Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment, and (ii) all fees and expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the date hereof shall have been paid in full.

3. Ratification. The Credit Agreement, as amended hereby, the Notes and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender Party or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an

executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

[The remainder of this page is intentionally blank.]

This Amendment constitutes a Loan Document and shall be governed by, and construed in accordance with, the laws of the State of New York.


Very truly yours, GRUBB & ELLIS COMPANY, as Borrower
By	/s/ Mark E. Rose
	Name:	Mark E. Rose
	Title:	Chief Executive Officer and President