Grubb & Ellis Co - Filing of certain prospectuses and communications in connection with business combination transactions (425)
October 04 2007 - 12:04PM
Edgar (US Regulatory)
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 28, 2007
GRUBB & ELLIS COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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1-8122
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94-1424307
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(State or other
jurisdiction of
formation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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500 West Monroe Street, Suite 2800, Chicago, Illinois 60661
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (312) 698-6700
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
Wachovia Mortgage Loans
On September 28, 2007, Grubb & Ellis Company (Grubb & Ellis or the Company), through indirect,
wholly-owned subsidiaries, entered into two (2) letter agreements (the Letter Agreements) with
Wachovia Bank, N.A. (Wachovia) regarding the two (2) non-recourse mortgage loan financings in the
aggregate principal amount of $120.5 million that the Company closed with Wachovia on June 15, 2007
(the Wachovia Financing). The Wachovia Financing, among other matters, was disclosed in the
Companys Current Report on Form 8K filed with the Securities and Exchange Commission on June 19,
2007 (the Prior 8K). The Prior 8K noted, among other things, that $78 million of the Wachovia
Financing is secured by the Danbury Corporate Center, located in Danbury, Connecticut (the Danbury
Loan), and the balance of the Wachovia Financing, $42.5 million, is secured by the Abrams Centre
in Dallas, Texas and 6400 Shafer Court, in Rosemont, Illinois (the Dallas and Rosemont Loan).
The Prior 8K also disclosed that interest with respect to each of the Danbury Loan and the Dallas
and Rosemont Loan (collectively, the Loans) is payable monthly at a floating rate of interest per
annum equal to the 30-day LIBOR plus 250 basis points.
The Letter Agreements acknowledge a mutual mistake due to a scriveners error, incorrectly
establishing the Libor Margin in each of the notes evidencing the Loans (the Notes) as LIBOR
plus 170 basis points rather than LIBOR plus 250 basis points. The Letter Agreements provide that
such mutual mistake is to be rectified by inserting a corrected slip page into each of the Notes.
The foregoing is a summary of the terms and conditions of the Letter Agreements, and does not
purport to be a complete discussion of the Letter Agreements. Accordingly, the foregoing is
qualified in its entirety by reference to the full text of the Letter Agreements, copies of which
are annexed as Exhibits 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 COMPANYS 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
Companys 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 Companys 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 Companys 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 Companys stockholders will be asked to vote
pursuant to the proxy statement/prospectus, the Companys
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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 Companys security holders in connection with the proposed business combination
and other matters with respect to which the Companys 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 Companys preliminary proxy statement/prospectus which was
last filed with the SEC on September 28, 2007, as such information may be supplemented by the
Companys definitive proxy statement/prospectus when it is filed with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d)
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The following are filed as Exhibits to this Current Report on Form 8-K:
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10.1
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Letter Agreement dated September 28, 2007 by and among Wachovia
Bank, National Association, GERA Abrams Centre LLC and GERA 6400 Shafer LLC.
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10.2
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Letter Agreement dated September 28, 2007 by and between
Wachovia Bank, National Association and GERA Danbury, LLC.
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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 Registrants behalf.
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GRUBB & ELLIS COMPANY
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By:
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/s/ Robert Z. Slaughter
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Robert Z. Slaughter
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Dated: October 4, 2007
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Executive Vice President and General Counsel
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