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EX-99.1 - EX-99.1 - GRUBB & ELLIS CO | a54319exv99w1.htm |
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
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 6, 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)
Registrants 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 3.02. | Unregistered Sales of Equity Securities |
On November 6, 2009, Grubb & Ellis Company (the Company) issued a press release disclosing
that it had completed its $90 million offering (the Offering) of 900,000 shares of a new issuance
of a 12% cumulative participating perpetual convertible preferred stock of the Company (the
Preferred Stock) to various qualified institutional buyers and accredited investors.
The Company received net proceeds from the Offering of approximately $85 million after
deducting expenses and after giving effect to the conversion of $5 million of subordinated debt
previously provided by an affiliate of the Companys largest stockholder. The Company used the net
proceeds to repay in full its credit facility at the agreed reduced principal amount equal to
approximately 65% of the principal amount outstanding under such facility. The balance of the net
proceeds from the Offering will be used for general working capital purposes.
Neither this Form 8-K nor the press release filed herewith shall constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any sale of the Preferred Stock in any
state in which the offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
The aforementioned press release is filed herewith as Exhibit 99.1 and is incorporated by
reference into this Item 3.02.
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 on November 6, 2009. |
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.
GRUBB & ELLIS COMPANY |
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By: | /s/ Richard W. Pehlke | |||
Richard W. Pehlke | ||||
Chief Financial Officer and Executive Vice President |
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Dated:
November 12, 2009