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) February 28, 2008

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 1.02 Termination of a Material Definitive Agreement

On June 18, 2007, Grubb & Ellis Company (the “Company”), along with its wholly owned subsidiary, GERA Property Acquisition, LLC, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Grubb & Ellis Realty Advisors, Inc. (“Realty Advisors”), a special purpose acquisition company sponsored by and affiliated with the Company.

The Purchase Agreement contemplated the transfer of three (3) commercial office properties from the Company to Realty Advisors and, if consummated, would constitute Realty Advisors’ business combination. The Company indirectly acquired the three commercial office properties — the Danbury Corporate Center in Danbury, Connecticut, Abrams Centre in Dallas and 6400 Shafer court in Rosemont Illinois — in the first half of 2007 as part of its strategy to accumulate and warehouse assets for transfer to Realty Advisors having a combined value sufficient to constitute Realty Advisors’ business combination. The Company acquired the properties for an aggregate purchase price of approximately $122.3 million, and pursuant to the Purchase Agreement, was to sell the properties to Realty Advisors on a “cost neutral basis,” plus reimbursement for the actual costs and expenses paid by the Company with respect to the purchase of the properties and imputed interest on cash advanced by the Company with respect to the properties.

Under the terms of the Purchase Agreement, the Purchase Agreement was subject to termination under certain circumstances, including but not limited to if Realty Advisors failed to obtain the requisite stockholder consents required under the laws of the State of Delaware and Realty Advisors’ charter to approve the transactions contemplated by the Purchase Agreement.

On February 28, 2008, at a special meeting of the stockholders of Realty Advisors held to vote on, among other things, the proposed transaction with the Company, Realty Advisors failed to obtain the requisite consents of its stockholders to approve its proposed business combination (i.e. the transactions contemplated by the Purchase Agreement). Specifically, of the 23,958,334 shares of Realty Advisors common stock eligible to vote with respect to the proposed transaction, stockholders holding an aggregate of 22,695,082 shares voted on the transaction. Of those stockholders voting, 17,144,944 shares were cast against the proposed business combination, and the holders of all such 17,144,944 shares also elected to convert their shares into a pro rata share of Realty Advisors’ trust account. 4,860,127 shares voted in favor of the proposed business combination, and the remaining shares did not vote with respect to the proposed transaction.

As a result thereof, Realty Advisors, in accordance with Section 8.1(f) of the Purchase Agreement, advised the Company in a letter effective February 28, 2008, that it was terminating the Purchase Agreement in accordance with its terms.

As a result of its failure to obtain the requisite stockholder approvals, Realty Advisors, in accordance with its charter, will proceed to liquidation having failed to effect a business combination within the proscribed deadline of March 3, 2008. As a consequence, the

Company will write-off in the first quarter of 2008 its investment in Realty Advisors of approximately $5.6 million, including its stock and warrant purchases, operating advances and third party costs. In addition, the various exclusive service agreements that the Company had previously entered into with Realty Advisors for transaction services, property and facilities management, and project management, will no longer be of any force or effect. The Company presently intends to market the three commercial properties so as to effect their sale on or before September 30, 2008, as required under the terms of its credit facility.

     A copy of each of the termination letter delivered by the Company to Realty Advisors effective as of February 28, 2008, and the press release issued by the Company on, February 28, 2008, is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Exhibits

99.1	Letter of termination from Grubb &Ellis Realty Advisors, Inc. to the Company dated as of February 28, 2008.
99.2	Press release issued by the Company dated February 28, 2008.

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: February 29, 2008

EX-99.1

Exhibit 99.1

Grubb & Ellis Realty Advisors, Inc.
500 W. Monroe St., Suite 2800, Chicago, IL 60661

As of February 28, 2008

Grubb & Ellis Company
GERA Property Acquisition, LLC
1551 N. Tustin Ave., Suite #300
Santa Ana, CA 92705

ATTN:	Mr. Scott Peters
	Chief Executive Officer and President

Re: Membership Interest Purchase Agreement by and among Grubb & Ellis Company, GERA Property Acquisition, LLC and Grubb & Ellis Realty Advisors, Inc. dated as of June 18, 2007 (the “Agreement”)

Dear Mr. Peters,

     Reference is hereby made to the above referenced Agreement. Unless expressly set forth herein to the contrary, all capitalized terms in this letter shall have the same meaning as ascribed to them in the Agreement.

     Pursuant to Section 8.1(f) of the Agreement, GERA is hereby giving notice to GBE and the Company that GERA has failed to obtain the requisite GERA Stockholder Approval at the Special Meeting. As a consequence thereof, GERA is hereby terminating the Agreement.

Very truly yours,
 

/s/ Richard W. Pehlke  

Richard W. Pehlke, Chief Financial Officer 

Cc:	Andrea Biller, Esq. (via facsimile transmission)
	Steven A. Seidman, Esq. (via facsimile transmission)

EX-99.2

Exhibit 99.2

Media Release

FOR IMMEDIATE RELEASE	Contact:	Janice McDill, 312.698.6707
		janice.mcdill@grubb-ellis.com

Grubb & Ellis Company Announces Results of
Grubb & Ellis Realty Advisors, Inc. Stockholder Vote on
Acquisition of Properties

SANTA ANA, Calif., (Feb. 28, 2008) — Grubb & Ellis Company (NYSE: GBE), a leading real estate services and investment firm, today announced that stockholders of Grubb & Ellis Realty Advisors, Inc., (AMEX: GAV, GAV.WS), a special purpose acquisition company sponsored by Grubb & Ellis, failed to approve at a special meeting held earlier today the proposed business combination pursuant to which Realty Advisors would have acquired from Grubb & Ellis three commercial office properties.

     Grubb & Ellis acquired the three office properties — the Danbury Corporate Center in Danbury, Conn., Abrams Centre in Dallas and 6400 Shafer Court in Rosemont, Ill. — in the first half of 2007 as part of its strategy to accumulate assets for transfer to Realty Advisors having a combined value sufficient to constitute Realty Advisors’ business combination.

     Grubb & Ellis acquired the properties for an aggregate purchase price of approximately $122.3 million and had agreed to sell them to Realty Advisors on a “cost neutral basis” taking into account the costs and expenses paid by the Company with respect to the purchase of the properties and imputed interest on cash advanced by Grubb & Ellis with respect to the properties.

     As part of its sponsorship of Realty Advisors, the Company has investments, including stock, warrants and operating advances, in Realty Advisors totaling approximately $5.6 million which the Company will write-off in the first quarter of 2008. The Company presently intends to market the properties for sale.

- more -

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

2 — 2 — 2
02/28/08
Grubb & Ellis Company Announces Results of Grubb & Ellis Realty Advisors, Inc.
Stockholder Vote on Acquisition of Properties

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 December 31, 2007, more than $3 billion in investor equity has been raised for these investment programs. The company and its subsidiaries currently manage a growing portfolio of more than 216 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 Statement
Except for historical information, statements included in this announcement may constitute forward-looking statements regarding, among other things. 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 Company’s ability to obtain these results include, among other things: (i) prices for real estate in the real estate markets generally; (ii) a general or regional economic downturn that could create a recession in the real estate markets; and (iii) other factors described in the definitive joint proxy/prospectus filed with the Securities and Exchange Commission on November 5, 2007 and the Company’s annual report on Form 10-K for the fiscal year ending June 30, 2007, filed with the SEC.

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