Grubb & Ellis Realty Advisors, Inc. Enters Into Definitive Agreement to Purchase Properties for Business Combination; Files Prel
18 Junio 2007 - 7:26PM
PR Newswire (US)
Company to Host Conference Call Tuesday at 10 a.m. Eastern time
CHICAGO, June 18 /PRNewswire-FirstCall/ -- Grubb & Ellis Realty
Advisors, Inc., (AMEX:GAV) announced today that it has entered into
a definitive agreement to purchase a portfolio of three office
properties -- the Danbury Corporate Center in Danbury, Conn.,
Abrams Centre in Dallas and 6400 Shafer Court in Rosemont, Ill. --
from Grubb & Ellis Company (NYSE:GBE), the Company's sponsor
and affiliate. Realty Advisors is a "blank check company" formed by
Grubb & Ellis Company in September 2005 for the purpose of
acquiring, through a purchase, asset acquisition or other business
combination, one or more commercial real estate properties and/or
assets, principally office and industrial properties in suburban,
secondary and tertiary markets. Grubb & Ellis Company acquired
the properties in 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. Prior to
entering into the agreement today, Grubb & Ellis Company and
Realty Advisors did not have any agreement with respect to these
properties and Realty Advisors did not have any obligation to
purchase these or any other properties from Grubb & Ellis
Company. Grubb & Ellis Company acquired the properties for an
aggregate purchase price of approximately $122.3 million. Pursuant
to today's agreement, Grubb & Ellis Company will sell the
properties to Realty Advisors on a "cost neutral basis" taking into
account the costs and expenses paid by Grubb & Ellis Company
with respect to the purchase of the properties and imputed interest
on cash advanced by Grubb & Ellis Company with respect to the
properties. In addition, upon the closing of the proposed
transaction, pursuant to an agreement entered into by Realty
Advisors and Grubb & Ellis Company at the time of Realty
Advisors' initial public offering in February 2006, Realty Advisors
will pay Grubb & Ellis Company an acquisition fee equal to one
percent of the purchase price paid by Grubb & Ellis for the
properties. Realty Advisors will acquire the properties subject to
non-recourse mortgage loans from Wachovia Bank, N.A. in the
aggregate amount of $120.5 million, which are secured by the
properties. The proceeds of the mortgage loans were used to finance
the purchase of the Danbury property, to fund certain required
reserves for all three properties, to pay the lender's fees and
costs and to repay certain amounts borrowed by Grubb & Ellis
Company with respect to the Abrams and Shafer properties. The
closing of the acquisition of the properties is conditioned upon,
among other things, the approval of the transaction by the holders
of a majority of the shares of common stock issued in Realty
Advisors' initial public offering, and the holders of less than 20
percent of the shares of common stock issued in the initial public
offering voting against the transaction and electing to exercise
their conversion rights. The Company also announced today that it
has filed a preliminary proxy statement with the Securities and
Exchange Commission pursuant to which it will seek stockholder
approval of the business combination and certain other matters.
Grubb & Ellis Realty Advisors will host a conference call and
live Webcast to discuss the proposed business combination on
Tuesday, June 19 at 10 a.m. ET. The Company will post a slide show
presentation prior to the conference call. The conference call will
be Webcast on the investor relations section of the Grubb &
Ellis Realty Advisors' Web site at
http://www.grubb-ellisrealtyadvisors.com/ or may be accessed by
dialing 866.770.7051 for domestic callers and 617.213.8064 for
international callers. The conference call ID number is 14728574.
An audio replay will be available beginning at noon ET on June 19
until 6 p.m. ET on June 26, and can be accessed by dialing
888.286.8010 for domestic callers and 617.801.6888 for
international callers and entering conference call ID 56498524. In
addition, the conference call audio and slide presentation will be
archived on the Company's Web site following the call. Grubb &
Ellis Realty Advisors, Inc. Grubb & Ellis Realty Advisors, Inc.
is a blank check company formed by Grubb & Ellis Company in
September 2005 for the purpose of acquiring office and industrial
commercial real estate assets in suburban, secondary and tertiary
markets. For more information, visit the Company's Web site at
http://www.grubb-ellisrealtyadvisors.com/. Forward-looking
Statement Statements included in this release may constitute
forward-looking statements. 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) the availability of investment opportunities in
real-estate- related assets; (ii) general volatility of the market
price of the Company's securities; (iii) the Company's ability to
find an appropriate investment opportunity within given time
constraints; (iv) the availability of qualified personnel; (v)
changes in the real estate industry, interest rates, the debt
securities markets or the general economy; (vi) changes in
governmental regulations, tax rates and similar matters; (vii)
changes in generally accepted accounting principles by
standard-setting bodies; (viii) the degree and nature of the
Company's competition and (ix) other factors described in the
Company's Annual Report on Form 10-K for the fiscal year ended June
30, 2006, the Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended September 30, 2006, December 31, 2006 and
March 31, 2007 and in the Company's other filings with the
Securities and Exchange Commission (including the Preliminary Proxy
Statement on Schedule 14A filed with the SEC on June 18, 2007).
Important Additional Information Will Be Filed with the SEC Grubb
& Ellis Realty Advisors, Inc. (the "Company") has filed a
preliminary proxy statement with the SEC. THE COMPANY'S
STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PRELIMINARY PROXY
STATEMENT AND, WHEN IT BECOMES AVAILABLE, THE DEFINITIVE PROXY
STATEMENT. THE PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION.
The Company's stockholders and investors may obtain free copies of
the proxy statement (when available) and other documents filed by
the Company through the Web site maintained by the SEC at
http://www.sec.gov/. In addition, the Company's stockholders and
investors may obtain free copies of the proxy statement (when
available) and other documents filed by the Company from the
Company by contacting the Company c/o Corporate Secretary at 500 W.
Monroe St., Suite 2800, Chicago, IL 60661 or calling 312.698.6707.
Before making any voting 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, the Company's stockholders and investors are
urged to read the proxy statement 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. Information regarding the names, affiliations
and interests of such individuals is set forth in the Company's
preliminary proxy statement which was filed with the SEC on June
18, 2007, as such information may be supplemented by the Company's
definitive proxy statement when it is filed with the SEC, and in
the Company's annual report on Form 10-K for the fiscal year ended
June 30, 2006. DATASOURCE: Grubb & Ellis Company CONTACT:
Janice McDill of Grubb & Ellis Realty Advisors, Inc.,
+1-312-698-6707, Web site:
http://www.grubb-ellisrealtyadvisors.com/ Company News On-Call:
http://www.prnewswire.com/comp/136726.html
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