CUSIP No.
|
400095204
|
1
|
NAMES OF REPORTING PERSONS
|
||||
CDCF II GNE Holding, LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) o
|
|||||
(b) þ
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
o
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
|
0
|
||||
SHARES
|
8
|
SHARED VOTING POWER
|
|||
BENEFICIALLY
|
|||||
OWNED BY
|
6,838,878 (1)
|
||||
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
|||
REPORTING
|
|||||
PERSON
|
0
|
||||
WITH
|
10
|
SHARED DISPOSITIVE POWER
|
|||
6,838,878 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
6,838,878 (1)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
8.9% (1)
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
OO (Limited Liability Company)
|
CUSIP No.
|
400095204
|
1
|
NAMES OF REPORTING PERSONS
CFI GNE Warrant Investor, LLC
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) o
|
|||||
(b) þ
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
o
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
|
0
|
||||
SHARES
|
8
|
SHARED VOTING POWER
|
|||
BENEFICIALLY
|
|||||
OWNED BY
|
6,838,878 (1)
|
||||
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
|||
REPORTING
|
|||||
PERSON
|
0
|
||||
WITH
|
10
|
SHARED DISPOSITIVE POWER
|
|||
6,838,878 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
6,838,878 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
o
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
8.9% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO (Limited Liability Company)
|
CUSIP No.
|
400095204
|
1
|
NAMES OF REPORTING PERSONS
Colony Distressed Credit Fund II, L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) o
|
|||||
(b) þ
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
o
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
|
0
|
||||
SHARES
|
8
|
SHARED VOTING POWER
|
|||
BENEFICIALLY
|
|||||
OWNED BY
|
6,838,878 (1)
|
||||
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
|||
REPORTING
|
|||||
PERSON
|
0
|
||||
WITH
|
10
|
SHARED DISPOSITIVE POWER
|
|||
6,838,878 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
6,838,878 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
o
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
8.9% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
CUSIP No.
|
400095204
|
1
|
NAMES OF REPORTING PERSONS
Colony Capital Credit II, L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) o
|
|||||
(b) þ
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
o
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
|
0
|
||||
SHARES
|
8
|
SHARED VOTING POWER
|
|||
BENEFICIALLY
|
|||||
OWNED BY
|
6,838,878 (1)
|
||||
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
|||
REPORTING
|
|||||
PERSON
|
0
|
||||
WITH
|
10
|
SHARED DISPOSITIVE POWER
|
|||
6,838,878 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
6,838,878 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
o
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
8.9% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
CUSIP No.
|
400095204
|
1
|
NAMES OF REPORTING PERSONS
ColonyGP Credit II, LLC
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) o
|
|||||
(b) þ
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
o
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
|
0
|
||||
SHARES
|
8
|
SHARED VOTING POWER
|
|||
BENEFICIALLY
|
|||||
OWNED BY
|
6,838,878 (1)
|
||||
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
|||
REPORTING
|
|||||
PERSON
|
0
|
||||
WITH
|
10
|
SHARED DISPOSITIVE POWER
|
|||
6,838,878 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
6,838,878 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
o
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
8.9% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO (Limited Liability Company)
|
CUSIP No.
|
400095204
|
1
|
NAMES OF REPORTING PERSONS
CFI RE Holdco, LLC
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) o
|
|||||
(b) þ
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
o
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
|
0
|
||||
SHARES
|
8
|
SHARED VOTING POWER
|
|||
BENEFICIALLY
|
|||||
OWNED BY
|
6,838,878 (1)
|
||||
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
|||
REPORTING
|
|||||
PERSON
|
0
|
||||
WITH
|
10
|
SHARED DISPOSITIVE POWER
|
|||
6,838,878 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
6,838,878 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
o
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
8.9% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO (Limited Liability Company)
|
CUSIP No.
|
400095204
|
1
|
NAMES OF REPORTING PERSONS
Colony Financial, Inc.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) o
|
|||||
(b) þ
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
o
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
|
0
|
||||
SHARES
|
8
|
SHARED VOTING POWER
|
|||
BENEFICIALLY
|
|||||
OWNED BY
|
6,838,878 (1)
|
||||
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
|||
REPORTING
|
|||||
PERSON
|
0
|
||||
WITH
|
10
|
SHARED DISPOSITIVE POWER
|
|||
6,838,878 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
6,838,878 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
o
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
8.9% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
CO
|
(i)
|
sole power to vote or to direct the vote:
|
||
See Item 7 on the cover page(s) hereto.
|
|||
(ii)
|
shared power to vote or to direct the vote:
|
||
See Item 8 on the cover page(s) hereto.
|
(iii)
|
sole power to dispose or to direct the disposition of:
|
||
See Item 9 on the cover page(s) hereto.
|
|||
(iv)
|
shared power to dispose or to direct the disposition of:
|
||
See Item 10 on the cover page(s) hereto.
|
Exhibit
|
Description of Exhibit
|
|
99.7
|
Additional Warrant to Purchase 16,407 Shares of Common Stock by and between Grubb & Ellis Company and CDCF II GNE Holding, LLC dated as of April 30, 2011.
|
|
99.8
|
Additional Warrant to Purchase 16,407 Shares of Common Stock by and between Grubb & Ellis Company and CFI GNE Warrant Investor, LLC dated as of April 30, 2011.
|
|
99.9
|
Additional Warrant to Purchase 15,972 Shares of Common Stock by and between Grubb & Ellis Company and CDCF II GNE Holding, LLC dated as of May 31, 2011.
|
|
99.10
|
Additional Warrant to Purchase 15,972 Shares of Common Stock by and between Grubb & Ellis Company and CFI GNE Warrant Investor, LLC dated as of May 31, 2011.
|
|
99.11
|
Additional Warrant to Purchase 31,060 Shares of Common Stock by and between Grubb & Ellis Company and CDCF II GNE Holding, LLC dated as of June 30, 2011.
|
|
99.12
|
Additional Warrant to Purchase 31,060 Shares of Common Stock by and between Grubb & Ellis Company and CFI GNE Warrant Investor, LLC dated as of June 30, 2011.
|
|
99.13
|
Amended Credit Agreement among Grubb & Ellis Management Services, Inc., as Borrower, Grubb & Ellis Company, as Parent Guarantor, the Several Lenders from time to time parties thereto, and ColFin GNE Loan Funding, LLC, as Administrative Agent, dated as of July 22, 2011.
|
|
99.14
|
Waiver to Commitment Letter among Colony Capital Acquisitions, LLC on behalf of certain affiliated investment vehicles and certain other affiliates, Grubb & Ellis Company, as Parent, and Grubb & Ellis Management Services, Inc, as Borrower.
|
|
99.15
|
Amendment No. 1 to Warrants to Purchase Shares of Common Stock of Grubb & Ellis Company, entered into by Grubb & Ellis Company and CDCF II GNE Holding, LLC.
|
|
99.16
|
Amendment No. 1 to Warrants to Purchase Shares of Common Stock of Grubb & Ellis Company, entered into by Grubb & Ellis Company and CFI GNE Warrant Investor, LLC.
|
Dated: July 25, 2011
|
CDCF II GNE Holding, LLC
|
|||
By:
|
/s/ Ronald M. Sanders
|
|||
Name: Ronald M. Sanders
|
||||
Title: Vice President
|
Dated: July 25, 2011
|
CFI GNE Warrant Investor, LLC
|
|||
By:
|
CFI RE Holdco, LLC
|
|||
Its:
|
Managing Member
|
|||
By:
|
Colony Financial, Inc.
|
|||
Its:
|
Managing Member
|
|||
By:
|
/s/ Ronald M. Sanders
|
|||
Name: Ronald M. Sanders
|
||||
Title: Vice President
|
Dated: July 25, 2011
|
Colony Distressed Credit Fund II, L.P.
|
|||
By:
|
Colony Capital Credit II, L.P.
|
|||
Its:
|
General Partner
|
|||
By:
|
ColonyGP Credit II, LLC
|
|||
Its:
|
General Partner
|
|||
By:
|
/s/ Ronald M. Sanders
|
|||
Name: Ronald M. Sanders
|
||||
Title: Vice President
|
Dated: July 25, 2011
|
Colony Capital Credit II, L.P.
|
|||
By:
|
ColonyGP Credit II, LLC
|
|||
Its:
|
General Partner
|
|||
By:
|
/s/ Ronald M. Sanders
|
|||
Name: Ronald M. Sanders
|
||||
Title: Vice President
|
Dated: July 25, 2011
|
ColonyGP Credit II, LLC
|
|||
By:
|
/s/ Ronald M. Sanders
|
|||
Name: Ronald M. Sanders
|
||||
Title: Vice President
|
Dated: July 25, 2011
|
CFI RE Holdco, LLC
|
|||
By:
|
Colony Financial, Inc.
|
|||
Its:
|
Managing Member
|
|||
By:
|
/s/ Ronald M. Sanders
|
|||
Name: Ronald M. Sanders
|
||||
Title: Vice President
|
Dated: July 25, 2011
|
Colony Financial, Inc.
|
|||
By:
|
/s/ Ronald M. Sanders
|
|||
Name: Ronald M. Sanders
|
||||
Title: Vice President
|
Exhibit
|
Description of Exhibit
|
|
99.7
|
Additional Warrant to Purchase 16,407 Shares of Common Stock by and between Grubb & Ellis Company and CDCF II GNE Holding, LLC dated as of April 30, 2011.
|
|
99.8
|
Additional Warrant to Purchase 16,407 Shares of Common Stock by and between Grubb & Ellis Company and CFI GNE Warrant Investor, LLC dated as of April 30, 2011.
|
|
99.9
|
Additional Warrant to Purchase 15,972 Shares of Common Stock by and between Grubb & Ellis Company and CDCF II GNE Holding, LLC dated as of May 31, 2011.
|
|
99.10
|
Additional Warrant to Purchase 15,972 Shares of Common Stock by and between Grubb & Ellis Company and CFI GNE Warrant Investor, LLC dated as of May 31, 2011.
|
|
99.11
|
Additional Warrant to Purchase 31,060 Shares of Common Stock by and between Grubb & Ellis Company and CDCF II GNE Holding, LLC dated as of June 30, 2011.
|
|
99.12
|
Additional Warrant to Purchase 31,060 Shares of Common Stock by and between Grubb & Ellis Company and CFI GNE Warrant Investor, LLC dated as of June 30, 2011.
|
|
99.13
|
Amended Credit Agreement among Grubb & Ellis Management Services, Inc., as Borrower, Grubb & Ellis Company, as Parent Guarantor, the Several Lenders from time to time parties thereto, and ColFin GNE Loan Funding, LLC, as Administrative Agent, dated as of July 22, 2011.
|
|
99.14
|
Waiver to Commitment Letter among Colony Capital Acquisitions, LLC on behalf of certain affiliated investment vehicles and certain other affiliates, Grubb & Ellis Company, as Parent, and Grubb & Ellis Management Services, Inc, as Borrower.
|
|
99.15
|
Amendment No. 1 to Warrants to Purchase Shares of Common Stock of Grubb & Ellis Company, entered into by Grubb & Ellis Company and CDCF II GNE Holding, LLC.
|
|
99.16
|
Amendment No. 1 to Warrants to Purchase Shares of Common Stock of Grubb & Ellis Company, entered into by Grubb & Ellis Company and CFI GNE Warrant Investor, LLC.
|
X = Y - (A)(Y)
|
|
B
|
Where
|
X =
|
the number of shares of Common Stock to be issued to Holder.
|
Y =
|
the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised.
|
|
A =
|
the Warrant Price.
|
|
B =
|
the Per Share Market Value of one share of Common Stock on the date of exercise.
|
If to Company:
|
Grubb & Ellis Company
|
|
1551 N. Tustin Ave., Suite 300
|
||
Santa Ana, CA 92705
|
||
Attn: Chief Financial Officer
|
||
With Copies to:
|
Zukerman, Gore, Brandeis & Crossman, LLP
|
|
875 Third Avenue
|
||
New York, NY 10022
|
||
Attn: Clifford A. Brandeis
|
||
If to Holder:
|
CDCF II GNE Holding, LLC
|
|
c/o Colony Capital, LLC
|
||
2450 Broadway, 6th floor
|
||
Santa Monica, CA 90404
|
||
Attn: Todd Sammann
|
||
With Copies to:
|
Skadden, Arps, Slate, Meagher & Flom LLP
|
|
300 South Grand Avenue, Suite 3400
|
||
Los Angeles, California 90071
|
||
Attn: Rick Madden and Kristine Dunn
|
By:
|
/s/ Michael Rispoli
|
||
Name: Michael Rispoli
|
|||
Title: Chief Financial Officer
|
Accepted and Agreed to
|
|||
By: CDCF II GNE Holding, LLC
|
|||
By:
|
/s/ Mark M. Hedstrom | ||
Name: Mark M. Hedstrom
Title: Vice President
|
|||
2.
|
The undersigned Warrantholder (“Holder”) elects to acquire shares of the Common Stock (the “Common Stock”) of _____________ (the “Company”), pursuant to the terms of the Stock Purchase Warrant issued effective [Ÿ] (the “Warrant”).
|
||
3.
|
Holder exercises its rights under the Warrant as set forth below:
|
||
( )
|
Holder elects to purchase _____________ shares of Common Stock as provided in Section 3(a) and tenders herewith a check in the amount of $___________ as payment of the purchase price.
|
||
( )
|
Holder elects to convert the purchase rights into shares of Common Stock as provided in Section 3(b) of the Warrant.
|
||
( )
|
Holder elects to convert the purchase rights into shares of Common Stock as provided in Section 3(c) of the Warrant.
|
||
4.
|
Holder surrenders the Warrant with this Notice of Exercise.
|
Name:
|
|||
Address:
|
|||
Taxpayer I.D.:
|
[NAME OF HOLDER]
|
|||
By:
|
|||
Name:
Title:
|
|||
Date: _______ ___, 20____
|
Class of Stock or Equity Interest
|
Amount Authorized (if applicable)
|
Amount Outstanding
|
Number of Shares Outstanding (or Shares underlying such equity interest)
|
Common Stock; $0.01 par value
|
200,000,000
|
69,921,581 (1)
|
69,921,581
|
Preferred Stock; $0.01 par value
|
19,000,000
|
0
|
0
|
12% Cumulative Participating Perpetual Convertible Preferred Stock; $0.01 par value
|
1,000,000
|
965,700
|
58,527,214
|
Options
|
(2)
|
321,400
|
321,400
|
Unvested Restricted Stock
|
(2)
|
4,257,843
|
4,257,843
|
Phantom Stock
|
NA
|
4,058,251
|
4,058,251
|
Treasury Stock
|
NA
|
1,267,974
|
1,267,974
|
7.95% convertible senior securities due 2015; convertible at the rate of 445.583 Shares for each $1,000 principal amount
|
NA
|
$31,500,000
|
14,035,865
|
X = Y - (A)(Y)
|
|
B
|
Where
|
X =
|
the number of shares of Common Stock to be issued to Holder.
|
Y =
|
the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised.
|
|
A =
|
the Warrant Price.
|
|
B =
|
the Per Share Market Value of one share of Common Stock on the date of exercise.
|
If to Company:
|
Grubb & Ellis Company
|
|
1551 N. Tustin Ave., Suite 300
|
||
Santa Ana, CA 92705
|
||
Attn: Chief Financial Officer
|
||
With Copies to:
|
Zukerman, Gore, Brandeis & Crossman, LLP
|
|
875 Third Avenue
|
||
New York, NY 10022
|
||
Attn: Clifford A. Brandeis
|
||
If to Holder:
|
CFI GNE Warrant Investor, LLC
|
|
c/o Colony Capital, LLC
|
||
2450 Broadway, 6th floor
|
||
Santa Monica, CA 90404
|
||
Attn: Todd Sammann
|
||
With Copies to:
|
Skadden, Arps, Slate, Meagher & Flom LLP
|
|
300 South Grand Avenue, Suite 3400
|
||
Los Angeles, California 90071
|
||
Attn: Rick Madden and Kristine Dunn
|
By:
|
/s/ Michael Rispoli
|
||
Name: Michael Rispoli
|
|||
Title: Chief Financial Officer
|
Accepted and Agreed to
|
|||
By: CFI GNE Warrant Investor, LLC
|
|||
By: CFI RE Holdco, LLC, its managing member
|
|||
By: Colony Financial, Inc., its managing member
|
|||
By:
|
/s/ Mark M. Hedstrom
|
||
Name: Mark M. Hedstrom
|
|||
Title: Vice President
|
2.
|
The undersigned Warrantholder (“Holder”) elects to acquire shares of the Common Stock (the “Common Stock”) of _____________ (the “Company”), pursuant to the terms of the Stock Purchase Warrant issued effective [Ÿ] (the “Warrant”).
|
||
3.
|
Holder exercises its rights under the Warrant as set forth below:
|
||
( )
|
Holder elects to purchase _____________ shares of Common Stock as provided in Section 3(a) and tenders herewith a check in the amount of $___________ as payment of the purchase price.
|
||
( )
|
Holder elects to convert the purchase rights into shares of Common Stock as provided in Section 3(b) of the Warrant.
|
||
( )
|
Holder elects to convert the purchase rights into shares of Common Stock as provided in Section 3(c) of the Warrant.
|
||
4.
|
Holder surrenders the Warrant with this Notice of Exercise.
|
Name:
|
|||
Address:
|
|||
Taxpayer I.D.:
|
[NAME OF HOLDER]
|
|||
By:
|
|||
Name:
Title:
|
|||
Date: _______ ___, 20____
|
Class of Stock or Equity Interest
|
Amount Authorized (if applicable)
|
Amount Outstanding
|
Number of Shares Outstanding (or Shares underlying such equity interest)
|
Common Stock; $0.01 par value
|
200,000,000
|
69,921,581 (1)
|
69,921,581
|
Preferred Stock; $0.01 par value
|
19,000,000
|
0
|
0
|
12% Cumulative Participating Perpetual Convertible Preferred Stock; $0.01 par value
|
1,000,000
|
965,700
|
58,527,214
|
Options
|
(2)
|
321,400
|
321,400
|
Unvested Restricted Stock
|
(2)
|
4,257,843
|
4,257,843
|
Phantom Stock
|
NA
|
4,058,251
|
4,058,251
|
Treasury Stock
|
NA
|
1,267,974
|
1,267,974
|
7.95% convertible senior securities due 2015; convertible at the rate of 445.583 Shares for each $1,000 principal amount
|
NA
|
$31,500,000
|
14,035,865
|
X = Y - (A)(Y)
|
||
|
B
|
|
Where
|
X =
|
the number of shares of Common Stock to be issued to Holder.
|
Y =
|
the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised.
|
|
A =
|
the Warrant Price.
|
|
B =
|
the Per Share Market Value of one share of Common Stock on the date of exercise.
|
If to Company:
|
Grubb & Ellis Company
|
||
1551 N. Tustin Ave., Suite 300
|
|||
Santa Ana, CA 92705
|
|||
Attn: Chief Financial Officer
|
|||
With Copies to:
|
Zukerman, Gore, Brandeis & Crossman, LLP
|
||
875 Third Avenue
|
|||
New York, NY 10022
|
|||
Attn: Clifford A. Brandeis
|
|||
If to Holder:
|
CDCF II GNE Holding, LLC
|
||
c/o Colony Capital, LLC
|
|||
2450 Broadway, 6th floor
|
|||
Santa Monica, CA 90404
|
|||
Attn: Todd Sammann
|
|||
With Copies to:
|
Skadden, Arps, Slate, Meagher & Flom LLP
|
||
300 South Grand Avenue, Suite 3400
|
|||
Los Angeles, California 90071
|
|||
Attn: Rick Madden and Kristine Dunn
|
By:
|
/s/ Michael Rispoli
|
||
Name: Michael Rispoli
|
|||
Title: Chief Financial Officer
|
Accepted and Agreed to
|
|||
By: CDCF II GNE Holding, LLC
|
|||
By:
|
/s/ Mark M. Hedstrom
|
||
Name: Mark M. Hedstrom
|
|||
Title: Vice President
|
2.
|
The undersigned Warrantholder (“Holder”) elects to acquire shares of the Common Stock (the “Common Stock”) of _____________ (the “Company”), pursuant to the terms of the Stock Purchase Warrant issued effective [Ÿ] (the “Warrant”).
|
||
3.
|
Holder exercises its rights under the Warrant as set forth below:
|
||
( )
|
Holder elects to purchase _____________ shares of Common Stock as provided in Section 3(a) and tenders herewith a check in the amount of $___________ as payment of the purchase price.
|
||
( )
|
Holder elects to convert the purchase rights into shares of Common Stock as provided in Section 3(b) of the Warrant.
|
||
( )
|
Holder elects to convert the purchase rights into shares of Common Stock as provided in Section 3(c) of the Warrant.
|
||
4.
|
Holder surrenders the Warrant with this Notice of Exercise.
|
Name:
|
|||
Address:
|
|||
Taxpayer I.D.:
|
[NAME OF HOLDER]
|
|||
By:
|
|||
Name:
Title:
|
|||
Date: _______ ___, 20____
|
Class of Stock or Equity Interest
|
Amount Authorized (if applicable)
|
Amount Outstanding
|
Number of Shares Outstanding (or Shares underlying such equity interest)
|
Common Stock; $0.01 par value
|
200,000,000
|
69,921,581 (1)
|
69,921,581
|
Preferred Stock; $0.01 par value
|
19,000,000
|
0
|
0
|
12% Cumulative Participating Perpetual Convertible Preferred Stock; $0.01 par value
|
1,000,000
|
965,700
|
58,527,214
|
Options
|
(2)
|
321,400
|
321,400
|
Unvested Restricted Stock
|
(2)
|
4,257,843
|
4,257,843
|
Phantom Stock
|
NA
|
4,058,251
|
4,058,251
|
Treasury Stock
|
NA
|
1,267,974
|
1,267,974
|
7.95% convertible senior securities due 2015; convertible at the rate of 445.583 Shares for each $1,000 principal amount
|
NA
|
$31,500,000
|
14,035,865
|
X = Y - (A)(Y)
|
||
|
B
|
|
Where
|
X =
|
the number of shares of Common Stock to be issued to Holder.
|
Y =
|
the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised.
|
|
A =
|
the Warrant Price.
|
|
B =
|
the Per Share Market Value of one share of Common Stock on the date of exercise.
|
If to Company:
|
Grubb & Ellis Company
|
||
1551 N. Tustin Ave., Suite 300
|
|||
Santa Ana, CA 92705
|
|||
Attn: Chief Financial Officer
|
|||
With Copies to:
|
Zukerman, Gore, Brandeis & Crossman, LLP
|
||
875 Third Avenue
|
|||
New York, NY 10022
|
|||
Attn: Clifford A. Brandeis
|
|||
If to Holder:
|
CFI GNE Warrant Investor, LLC
|
||
c/o Colony Capital, LLC
|
|||
2450 Broadway, 6th floor
|
|||
Santa Monica, CA 90404
|
|||
Attn: Todd Sammann
|
|||
With Copies to:
|
Skadden, Arps, Slate, Meagher & Flom LLP
|
||
300 South Grand Avenue, Suite 3400
|
|||
Los Angeles, California 90071
|
|||
Attn: Rick Madden and Kristine Dunn
|
By:
|
/s/ Michael Rispoli
|
||
Name: Michael Rispoli
|
|||
Title: Chief Financial Officer
|
Accepted and Agreed to
|
|||
By: CFI GNE Warrant Investor, LLC
|
|||
By: CFI RE Holdco, LLC, its managing member
|
|||
By: Colony Financial, Inc., its managing member
|
|||
By:
|
/s/ Mark M. Hedstrom
|
||
Name: Mark M. Hedstrom
|
|||
Title: Vice President
|
2.
|
The undersigned Warrantholder (“Holder”) elects to acquire shares of the Common Stock (the “Common Stock”) of _____________ (the “Company”), pursuant to the terms of the Stock Purchase Warrant issued effective [Ÿ] (the “Warrant”).
|
||
3.
|
Holder exercises its rights under the Warrant as set forth below:
|
||
( )
|
Holder elects to purchase _____________ shares of Common Stock as provided in Section 3(a) and tenders herewith a check in the amount of $___________ as payment of the purchase price.
|
||
( )
|
Holder elects to convert the purchase rights into shares of Common Stock as provided in Section 3(b) of the Warrant.
|
||
( )
|
Holder elects to convert the purchase rights into shares of Common Stock as provided in Section 3(c) of the Warrant.
|
||
4.
|
Holder surrenders the Warrant with this Notice of Exercise.
|
Name:
|
|||
Address:
|
|||
Taxpayer I.D.:
|
[NAME OF HOLDER]
|
|||
By:
|
|||
Name:
Title:
|
|||
Date: _______ ___, 20____
|
Class of Stock or Equity Interest
|
Amount Authorized (if applicable)
|
Amount Outstanding
|
Number of Shares Outstanding (or Shares underlying such equity interest)
|
Common Stock; $0.01 par value
|
200,000,000
|
69,921,581 (1)
|
69,921,581
|
Preferred Stock; $0.01 par value
|
19,000,000
|
0
|
0
|
12% Cumulative Participating Perpetual Convertible Preferred Stock; $0.01 par value
|
1,000,000
|
965,700
|
58,527,214
|
Options
|
(2)
|
321,400
|
321,400
|
Unvested Restricted Stock
|
(2)
|
4,257,843
|
4,257,843
|
Phantom Stock
|
NA
|
4,058,251
|
4,058,251
|
Treasury Stock
|
NA
|
1,267,974
|
1,267,974
|
7.95% convertible senior securities due 2015; convertible at the rate of 445.583 Shares for each $1,000 principal amount
|
NA
|
$31,500,000
|
14,035,865
|
X = Y - (A)(Y)
|
||
|
B
|
|
Where
|
X =
|
the number of shares of Common Stock to be issued to Holder.
|
Y =
|
the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised.
|
|
A =
|
the Warrant Price.
|
|
B =
|
the Per Share Market Value of one share of Common Stock on the date of exercise.
|
If to Company:
|
Grubb & Ellis Company
|
||
1551 N. Tustin Ave., Suite 300
|
|||
Santa Ana, CA 92705
|
|||
Attn: Chief Financial Officer
|
|||
With Copies to:
|
Zukerman, Gore, Brandeis & Crossman, LLP
|
||
875 Third Avenue
|
|||
New York, NY 10022
|
|||
Attn: Clifford A. Brandeis
|
|||
If to Holder:
|
CDCF II GNE Holding, LLC
|
||
c/o Colony Capital, LLC
|
|||
2450 Broadway, 6th floor
|
|||
Santa Monica, CA 90404
|
|||
Attn: Todd Sammann
|
|||
With Copies to:
|
Skadden, Arps, Slate, Meagher & Flom LLP
|
||
300 South Grand Avenue, Suite 3400
|
|||
Los Angeles, California 90071
|
|||
Attn: Rick Madden and Kristine Dunn
|
By:
|
/s/ Michael Rispoli
|
||
Name: Michael Rispoli
|
|||
Title: Chief Financial Officer
|
Accepted and Agreed to
|
|||
By: CDCF II GNE Holding, LLC
|
|||
By:
|
/s/ Mark M. Hedstrom
|
||
Name: Mark M. Hedstrom
|
|||
Title: Vice President
|
2.
|
The undersigned Warrantholder (“Holder”) elects to acquire shares of the Common Stock (the “Common Stock”) of _____________ (the “Company”), pursuant to the terms of the Stock Purchase Warrant issued effective [Ÿ] (the “Warrant”).
|
||
3.
|
Holder exercises its rights under the Warrant as set forth below:
|
||
( )
|
Holder elects to purchase _____________ shares of Common Stock as provided in Section 3(a) and tenders herewith a check in the amount of $___________ as payment of the purchase price.
|
||
( )
|
Holder elects to convert the purchase rights into shares of Common Stock as provided in Section 3(b) of the Warrant.
|
||
( )
|
Holder elects to convert the purchase rights into shares of Common Stock as provided in Section 3(c) of the Warrant.
|
||
4.
|
Holder surrenders the Warrant with this Notice of Exercise.
|
Name:
|
|||
Address:
|
|||
Taxpayer I.D.:
|
[NAME OF HOLDER]
|
|||
By:
|
|||
Name:
Title:
|
|||
Date: _______ ___, 20____
|
Class of Stock or Equity Interest
|
Amount Authorized (if applicable)
|
Amount Outstanding
|
Number of Shares Outstanding (or Shares underlying such equity interest)
|
Common Stock; $0.01 par value
|
200,000,000
|
69,921,581 (1)
|
69,921,581
|
Preferred Stock; $0.01 par value
|
19,000,000
|
0
|
0
|
12% Cumulative Participating Perpetual Convertible Preferred Stock; $0.01 par value
|
1,000,000
|
965,700
|
58,527,214
|
Options
|
(2)
|
321,400
|
321,400
|
Unvested Restricted Stock
|
(2)
|
4,257,843
|
4,257,843
|
Phantom Stock
|
NA
|
4,058,251
|
4,058,251
|
Treasury Stock
|
NA
|
1,267,974
|
1,267,974
|
7.95% convertible senior securities due 2015; convertible at the rate of 445.583 Shares for each $1,000 principal amount
|
NA
|
$31,500,000
|
14,035,865
|
X = Y - (A)(Y)
|
||
|
B
|
|
Where
|
X =
|
the number of shares of Common Stock to be issued to Holder.
|
Y =
|
the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised.
|
|
A =
|
the Warrant Price.
|
|
B =
|
the Per Share Market Value of one share of Common Stock on the date of exercise.
|
If to Company:
|
Grubb & Ellis Company
|
||
1551 N. Tustin Ave., Suite 300
|
|||
Santa Ana, CA 92705
|
|||
Attn: Chief Financial Officer
|
|||
With Copies to:
|
Zukerman, Gore, Brandeis & Crossman, LLP
|
||
875 Third Avenue
|
|||
New York, NY 10022
|
|||
Attn: Clifford A. Brandeis
|
|||
If to Holder:
|
CFI GNE Warrant Investor, LLC
|
||
c/o Colony Capital, LLC
|
|||
2450 Broadway, 6th floor
|
|||
Santa Monica, CA 90404
|
|||
Attn: Todd Sammann
|
|||
With Copies to:
|
Skadden, Arps, Slate, Meagher & Flom LLP
|
||
300 South Grand Avenue, Suite 3400
|
|||
Los Angeles, California 90071
|
|||
Attn: Rick Madden and Kristine Dunn
|
By:
|
/s/ Michael Rispoli
|
||
Name: Michael Rispoli
|
|||
Title: Chief Financial Officer
|
Accepted and Agreed to
|
|||
By: CFI GNE Warrant Investor, LLC
|
|||
By: CFI RE Holdco, LLC, its managing member
|
|||
By: Colony Financial, Inc., its managing member
|
|||
By:
|
/s/ Mark M. Hedstrom
|
||
Name: Mark M. Hedstrom
|
|||
Title: Vice President
|
2.
|
The undersigned Warrantholder (“Holder”) elects to acquire shares of the Common Stock (the “Common Stock”) of _____________ (the “Company”), pursuant to the terms of the Stock Purchase Warrant issued effective [Ÿ] (the “Warrant”).
|
||
3.
|
Holder exercises its rights under the Warrant as set forth below:
|
||
( )
|
Holder elects to purchase _____________ shares of Common Stock as provided in Section 3(a) and tenders herewith a check in the amount of $___________ as payment of the purchase price.
|
||
( )
|
Holder elects to convert the purchase rights into shares of Common Stock as provided in Section 3(b) of the Warrant.
|
||
( )
|
Holder elects to convert the purchase rights into shares of Common Stock as provided in Section 3(c) of the Warrant.
|
||
4.
|
Holder surrenders the Warrant with this Notice of Exercise.
|
Name:
|
|||
Address:
|
|||
Taxpayer I.D.:
|
[NAME OF HOLDER]
|
|||
By:
|
|||
Name:
Title:
|
|||
Date: _______ ___, 20____
|
Class of Stock or Equity Interest
|
Amount Authorized (if applicable)
|
Amount Outstanding
|
Number of Shares Outstanding (or Shares underlying such equity interest)
|
Common Stock; $0.01 par value
|
200,000,000
|
69,921,581 (1)
|
69,921,581
|
Preferred Stock; $0.01 par value
|
19,000,000
|
0
|
0
|
12% Cumulative Participating Perpetual Convertible Preferred Stock; $0.01 par value
|
1,000,000
|
965,700
|
58,527,214
|
Options
|
(2)
|
321,400
|
321,400
|
Unvested Restricted Stock
|
(2)
|
4,257,843
|
4,257,843
|
Phantom Stock
|
NA
|
4,058,251
|
4,058,251
|
Treasury Stock
|
NA
|
1,267,974
|
1,267,974
|
7.95% convertible senior securities due 2015; convertible at the rate of 445.583 Shares for each $1,000 principal amount
|
NA
|
$31,500,000
|
14,035,865
|
GRUBB & ELLIS MANAGEMENT SERVICES, INC., as Borrower
|
|||
By:
|
/s/ Thomas P. D'Arcy | ||
Name: Thomas P. D'Arcy
|
|||
Title: President and Chief Executive Officer
|
|||
GRUBB & ELLIS COMPANY, as Parent Guarantor and as a Guarantor
|
|||
By:
|
/s/ Thomas P. D'Arcy | ||
Name: Thomas P. D'Arcy
|
|||
Title: President and Chief Executive Officer
|
DAYMARK REALTY ADVISORS, INC., a Delaware corporation
|
|||
By:
|
/s/ Steven Shipp | ||
Name: Steven Shipp
|
|||
Title: President and Chief Executive Officer
|
|||
GRUBB & ELLIS EQUITY ADVISORS, LLC, a Delaware limited liability company
|
|||
By:
|
/s/ Thomas P. D'Arcy | ||
Name: Thomas P. D'Arcy
|
|||
Title: President and Chief Executive Officer
|
|||
GRUBB & ELLIS HEALTHCARE REIT II ADVISOR, LLC, a Delaware limited liability company
|
|||
By:
|
/s/ Thomas P. D'Arcy | ||
Name: Thomas P. D'Arcy
|
|||
Title: President and Chief Executive Officer
|
|||
GRUBB & ELLIS LANDAUER VALUATION ADVISORY SERVICES, LLC, a Delaware limited liability company
|
|||
By:
|
/s/ Thomas P. D'Arcy | ||
Name: Thomas P. D'Arcy
|
|||
Title: President and Chief Executive Officer
|
|||
GRUBB & ELLIS REALTY INVESTORS, LLC, a Virginia limited liability company
|
|||
By:
|
/s/ Thomas P. D'Arcy | ||
Name: Thomas P. D'Arcy
|
|||
Title: President and Chief Executive Officer
|
NNN REALTY ADVISORS, INC., a Delaware corporation
|
|||
By:
|
/s/ Steven Shipp | ||
Name: Steven Shipp
|
|||
Title: President and Chief Executive Officer
|
|||
TRIPLE NET PROPERTIES REALTY, INC., a California corporation
|
|||
By:
|
/s/ Steven Shipp | ||
Name: Steven Shipp
|
|||
Title: President
|
COLFIN GNE LOAN FUNDING, LLC,
|
|||
as Administrative Agent and as a Lender
|
|||
By:
|
/s/ Mark M. Hedstrom | ||
Name: Mark M. Hedstrom
|
|||
Title: Vice President
|
|
I.
|
References. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to them in the Commitment Letter.
|
|
II.
|
Waiver of Applicability of the Right of First Offer. The Commitment Letter Parties hereby agree that the rights of Colony and the obligations of Parent under the section titled Right of First Offer of the Commitment Letter (the "ROFO"), shall be waived in its entirety and shall have no further force or effect.
|
|
III.
|
Governing Law, Etc. THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. Each of the Parent and the Borrower hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any state or Federal court sitting in the Borough of Manhattan over any suit, action or proceeding arising out of or relating to the transactions contemplated hereby, the Commitment Letter or the performance of services hereunder. Each of the Borrower and the Parent agrees that service of any process, summons, notice or document by registered mail addressed to the Borrower or the Parent, as applicable, shall be effective service of process for any suit, action or proceeding brought in any such court. Each of the Borrower and the Parent hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum. Each party hereto agrees that a final judgment in any such proceeding will be conclusive and may be enforced in other jurisdictions.
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IV.
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Counterparts. This Waiver may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. Delivery by facsimile or email to counsel for the other party of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.
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COLONY CAPITAL ACQUISITIONS, LLC
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By:
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/s/ Mark M. Hedstrom | ||
Name:
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Mark M. Hedstrom | ||
Title:
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Authorized Signatory
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GRUBB & ELLIS COMPANY
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By:
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/s/ Thomas P. D'Arcy | ||
Name:
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Thomas P. D'Arcy
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||
Title:
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President and Chief Executive Officer
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GRUBB & ELLIS MANAGEMENT SERVICES, INC.
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By:
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/s/ Thomas P. D'Arcy | ||
Name:
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Thomas P. D'Arcy
|
||
Title:
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President and Chief Executive Officer
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||
GRUBB AND ELLIS COMPANY
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By:
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/s/ Michael Rispoli
|
||
Name:
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Michael Rispoli
|
||
Title:
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Chief Financial Officer
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||
By: CDCF II GNE Holding, LLC
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By:
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/s/ Mark M. Hedstrom
|
||
Name:
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Mark M. Hedstrom
|
||
Title:
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Vice President
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GRUBB AND ELLIS COMPANY
|
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By:
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/s/ Michael Rispoli
|
||
Name:
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Michael Rispoli
|
||
Title:
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Chief Financial Officer
|
||
By: CFI GNE WARRANT INVESTOR, LLC
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BY: CFI RE HOLDCO, LLC, ITS MANAGING MEMBER
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BY: COLONY FINANCIAL, INC., ITS MANAGING MEMBER
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By:
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/s/ Mark M. Hedstrom
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||
Name:
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Mark M. Hedstrom
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||
Title:
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Vice President
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