UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed
by the Registrant
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Filed by a
Party other than the Registrant
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the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to 240.14a-12
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GRUBB & ELLIS REALTY ADVISORS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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Date Filed:
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This proxy statement is dated March 24, 2008 and is first
being mailed to Grubb & Ellis Realty Advisors, Inc.
stockholders on or about March 24, 2008.
GRUBB &
ELLIS REALTY ADVISORS, INC.
500 West Monroe Street
Suite 2800
Chicago, Illinois 60661
March 24, 2008
To Our
Stockholders:
You are cordially invited to attend a special meeting of
stockholders of Grubb & Ellis Realty Advisors, Inc.
(Realty Advisors or the Company) to be
held on April 14, 2008. At this meeting, you will be asked
to approve the dissolution and liquidation of the Company, as
contemplated by its amended and restated certificate of
incorporation, since the 24 month period for it to complete
a business combination has passed without one being consummated.
Upon dissolution, the Company will, pursuant to a Plan of
Liquidation, discharge its liabilities, wind up its affairs and
distribute to its public shareholders the net proceeds of the
Companys trust account as contemplated by its amended and
restated certificate of incorporation and its initial public
offering (IPO) prospectus.
This meeting is particularly significant in that stockholders
must approve Realty Advisors dissolution and Plan of
Liquidation for the Company to be authorized to distribute the
trust account proceeds to its stockholders. It is important that
your shares are voted at this special meeting.
The Company was organized in September, 2005 for the purpose of
acquiring, through a purchase, asset acquisition or other
business combination, one or more United States commercial real
estate properties
and/or
assets (a business combination). In March 2006 the
Company consummated its IPO, from which it received net proceeds
of approximately $133.4 million, including the proceeds
from the exercise of the underwriters over-allotment
option. Approximately $132.3 million of the net proceeds of
the IPO were placed in a trust account along with the initial
capital ($2,500,000) from Grubb & Ellis Company
(GBE), the Companys affiliate and sponsor, and
a deferred underwriting discount ($2,675,000).
On June 18, 2007, the Company entered into a membership
interest purchase agreement (the Purchase Agreement)
with GBE and GERA Property Acquisition, LLC, a wholly owned
subsidiary of GBE pursuant to which three (3) commercial
office properties would have been transferred to the Company
from GBE if the Purchase Agreement had been consummated. On
February 28, 2008, at a special meeting of the
Companys stockholders, a proposal to approve the business
combination with GBE failed to receive the affirmative vote of a
majority of the Companys outstanding shares entitled to
vote at the special meeting. Thereafter, the Company, in
accordance with the terms of the Purchase Agreement, provided
written notice terminating the Purchase Agreement. As a result,
the
24-month
period for the Company to complete a business combination has
passed without the consummation of a business combination, and
the Company is now required to dissolve and liquidate in
accordance with its amended and restated certificate of
incorporation.
The Plan of Liquidation included in the enclosed proxy statement
provides for the discharge of the Companys liabilities and
the winding up of its affairs, including the distribution to
current holders of the shares of common stock included in the
units issued in the Companys IPO, who we refer to as the
public stockholders, of the principal and
accumulated interest held in the trust account. GBE purchased
5,876,069 shares of the Companys common stock prior
to the Companys IPO. GBE and its respective assigns,
including the Companys directors and officers, have waived
any interest in any such distribution with respect to any shares
acquired prior to the Companys IPO.
Stockholder approval of the Companys dissolution is
required by Delaware law, under which the Company is organized.
Stockholder approval of the Plan of Liquidation is designed to
comply with relevant provisions of U.S. federal income tax
laws. The affirmative vote of a majority of the Companys
outstanding shares of common stock will be required to approve
the dissolution and liquidation. The Companys Board of
Directors has unanimously approved the Companys
dissolution and liquidation, deems it advisable and
recommends that you approve the dissolution and liquidation. GBE
and its respective assigns, including the Companys
directors and officers, have advised the Company that they
support the dissolution and intend to vote the
7,792,736 shares of the Company common stock they currently
hold in favor of its approval. The Board of Directors intends to
approve the Plan of Liquidation, as required by Delaware law,
immediately following stockholder approval of the dissolution.
The Company had accrued and unpaid liabilities of approximately
$1.6 million as of March 10, 2008, of which:
(i) an aggregate amount of $1.2 million is owed to
GBE, which GBE has agreed to waive; and (ii) an aggregate
amount of approximately $400,000 is owed to third party vendors
and service providers. Additionally, the Company has estimated
accrued and unpaid federal and state taxes with respect to the
interest earned on the proceeds in the trust account of
approximately $408,000 which will be paid from the proceeds of
the trust account. The Companys sponsor, GBE, has
confirmed to the Company that it will be responsible for, and
will pay the Companys obligations with respect to, the
Companys currently outstanding accrued and unpaid
liabilities owed to third party vendors and service providers
and all liabilities that will be owed to third party vendors and
service providers thereafter, including those incurred in
connection with the dissolution and liquidation of the Company.
Under Delaware law, the Companys public stockholders could
be required to return a portion of the distributions they
receive pursuant to the Plan of Liquidation up to their pro rata
shares of the liabilities in order to pay claims by third
parties against the Company, but not in excess of the total
amounts received by them from the Company.
After careful consideration of all relevant factors, the
Companys Board of Directors has unanimously determined
that the dissolution of the Company is fair to and in the best
interest of the Company and its stockholders. The Board of
Directors has unanimously approved the dissolution of the
Company and declared it advisable, has unanimously approved the
Plan of Liquidation, and unanimously recommends that the
Companys stockholders vote FOR approval of the
dissolution and Plan of Liquidation.
The Companys Board of Directors also recommends that you
vote or give instruction to vote FOR adoption of the
proposal to authorize the Companys Board of Directors, in
their discretion, to adjourn or postpone the special meeting for
further solicitation of proxies, if there are not sufficient
votes at the originally scheduled time of the special meeting to
approve the Companys dissolution.
Enclosed is a notice of special meeting and proxy statement
containing detailed information concerning the Plan of
Liquidation and the meeting.
Whether or not you plan to
attend the special meeting, we urge you to read this material
carefully and vote your shares
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Sincerely,
C. Michael Kojaian
Chairman of the Board of Directors and
Chief Executive Officer
YOUR VOTE IS IMPORTANT
Whether you plan to attend the special meeting or not, please
sign, date and return the enclosed proxy card as soon as
possible in the envelope provided.
GRUBB &
ELLIS REALTY ADVISORS, INC.
500 West Monroe Street
Suite 2800
Chicago, Illinois 60661
NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS
To Be Held April 14, 2008
To The
Stockholders Of Grubb & Ellis Realty Advisors,
Inc.:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders of
Grubb & Ellis Realty Advisors, Inc., a Delaware
corporation (Realty Advisors or the
Company), will be held at 10:00 a.m. Eastern
Daylight Savings Time, on April 14, 2008, at the offices of
Zukerman Gore & Brandeis, LLP, 875 Third Avenue,
28
th
Floor,
New York, New York 10022 for the following purposes:
1. To approve the dissolution of the Company and the
proposed Plan of Liquidation in substantially the form set forth
in Annex A to the accompanying proxy statement; and
2. To authorize the Companys Board of Directors, in
their discretion, to adjourn or postpone the special meeting for
further solicitation of proxies, if there are not sufficient
votes at the originally scheduled time of the special meeting to
approve the foregoing proposal.
The Board of Directors has fixed the close of business on
March 10, 2008 as the date for determining the
Companys stockholders who are entitled to receive notice
of and to vote at the special meeting and any postponement or
adjournment thereof. Only holders of record of the
Companys common stock on that date are entitled to have
their votes counted at the special meeting or any postponement
or adjournment. A list of stockholders entitled to vote at the
meeting will be available for inspection at the Companys
headquarters and at the special meeting.
Your vote is important. Please sign, date and return your proxy
card as soon as possible to make sure that your shares are
represented at the special meeting. If you are a stockholder of
record, you may also cast your vote in person at the special
meeting. If your shares are held in an account at a brokerage
firm or bank, you must instruct your broker or bank how to vote
your shares, or you may cast your vote in person at the special
meeting by presenting a proxy obtained from your brokerage firm
or bank.
Your failure to vote or instruct your broker or bank
how to vote will have the same effect as voting against the
dissolution and Plan of Liquidation.
the Companys Board of Directors unanimously recommends
that you vote FOR approval of each proposal.
By Order of the Board of Directors,
C. Michael Kojaian
Chairman of the Board of Directors and
Chief Executive Officer
Dated: March 24, 2008
GRUBB &
ELLIS REALTY ADVISORS, INC.
500 West Monroe Street
Suite 2800
Chicago, Illinois 60661
SPECIAL
MEETING OF STOCKHOLDERS
To Be Held April 14, 2008
Proxy Statement
A special meeting of stockholders of Grubb & Ellis
Realty Advisors, Inc. (Realty Advisors or the
Company). will be held at 10:00 a.m., Eastern
Daylight Savings Time, on April 14, 2008, at the offices of
Zukerman Gore & Brandeis, LLP, 875 Third Avenue,
28
th
Floor,
New York, New York 10022. At this important meeting, you will be
asked to consider and vote upon proposals to:
1. Approve the dissolution of the Company and the proposed
Plan of Liquidation in substantially the form set forth in
Annex A to this proxy statement; and
2. Authorize the Companys Board of Directors, in
their discretion, to adjourn or postpone the special meeting for
further solicitation of proxies, if there are not sufficient
votes at the originally scheduled time of the special meeting to
approve the foregoing proposal.
This proxy statement contains important information about the
meeting and the proposals. Please read it carefully and vote
your shares. The record date for the special meeting
is March 10, 2008. Record holders of the Companys
common stock at the close of business on the record date are
entitled to vote or have their votes cast at the special
meeting. On the record date, there were 29,834,403 outstanding
shares of the Companys common stock, of which 23,958,334
were issued in the Companys initial public offering, or
IPO (the Public Shares), and 5,876,069 were issued
to the Companys initial stockholders before the IPO. Each
share of the Companys common stock entitles its holder to
one vote per proposal at the special meeting. the Companys
warrants do not have voting rights.
This proxy statement is dated March 24, 2008 and is first
being mailed to stockholders on or about March 24, 2008.
SUMMARY
OF THE PLAN OF LIQUIDATION
At the special meeting, you will be asked to approved the
dissolution and liquidation of the Company, as contemplated by
its amended and restated certificate of incorporation.
The following describes briefly the material terms of the
proposed dissolution and liquidation of the Company. This
summary is provided to assist stockholders in reviewing this
proxy statement and considering the proposed dissolution and
liquidation, but does not include all of the information
contained in the proxy statement and may not contain all of the
information that is important to you. To understand fully the
dissolution and liquidation being submitted for stockholder
approval, you should carefully read this proxy statement,
including the accompanying copy of the Plan of Liquidation
attached as Annex A, in its entirety.
If the dissolution is approved, we will:
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file a certificate of dissolution with the Delaware Secretary of
State;
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adopt a Plan of Liquidation in substantially the form set forth
in Annex A to this proxy statement by Board of Directors
action in compliance with Delaware law; and
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pay or adequately provide for the payment of our liabilities
including (i) existing liabilities for taxes and to
providers of professional and other services, (ii) expenses
of the dissolution and liquidation, and (iii) our
obligations to the Companys public stockholders in
accordance with the Companys charter.
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We expect to make a liquidating distribution to the
Companys public stockholders of the proceeds of the
Companys trust account as soon as practicable following
the filing of our Certificate of Dissolution with the State of
Delaware after stockholder approval of the dissolution and Plan
of Liquidation and adoption of the Plan of Liquidation by our
Board of Directors. the Company is currently negotiating with
its creditors regarding the satisfaction of its other
liabilities, which the Company expects to accomplish,
concurrently with such liquidating distribution, with the
proceeds of payments made from its contingency reserve,
consisting of proceeds from the trust account sufficient to
cover any known liabilities, which the Board of Directors
expects will be sufficient to satisfy the Companys current
and potential liabilities. As the Company does not have any
material assets beyond the trust account, we do not anticipate
that any additional distributions to stockholders will be made.
As a result of the Companys liquidation, for
U.S. federal income tax purposes, stockholders will
recognize a gain or loss equal to the difference between
(i) the amount of cash distributed to them (including
distributions to any liquidating trust), less any known
liabilities assumed by the stockholder or to which the
distributed property is subject, and (ii) their tax basis
in shares of company common stock. You should consult your tax
advisor as to the tax effects of the Plan of Liquidation and the
Companys dissolution in your particular circumstances.
Under Delaware law, stockholders will not have dissenters
appraisal rights in connection with the dissolution and
liquidation.
Under Delaware law, if we distribute the trust account proceeds
to public stockholders, but fail to pay or make adequate
provision for our liabilities, each the Company stockholder
could be held liable for amounts due to the Companys
creditors to the extent of the stockholders pro rata share
of the liabilities not so discharged, but not in excess of the
total amount received by such stockholder.
The Company had accrued and unpaid liabilities of approximately
$1.6 million as of March 10, 2008, of which:
(i) an aggregate amount of $1.2 million is owed to
GBE, which GBE has agreed to waive; and (ii) an aggregate
amount of approximately $400,000 is owed to third party vendors
and service providers. Additionally, the Company has estimated
accrued and unpaid federal and state taxes with respect to the
interest earned on the proceeds in the trust account of
approximately $408,000 which will be paid from the proceeds of
the trust account. The Companys sponsor, GBE, has
confirmed to the Company that it will be responsible for, and
will pay the Companys obligation with respect to, the
Companys currently outstanding accrued and unpaid
liabilities owed to third party vendors and service providers
and all liabilities that will be owed to third
party vendors and service providers thereafter, including those
incurred in connection with the dissolution and liquidation of
the Company.
If our stockholders do not vote to approve the Companys
dissolution and Plan of Liquidation, our Board of Directors will
explore what, if any, alternatives are available for the future
of the Company. The Board of Directors believes, however, there
are no viable alternatives to the Companys dissolution and
liquidation pursuant to the Plan of Liquidation.
After careful consideration of all relevant factors, the
Companys Board of Directors has unanimously determined
that the dissolution of the Company is fair to and in the best
interest of the Company and its stockholders.
The Board of Directors has unanimously approved the
dissolution of the Company and declared it advisable, has
unanimously approved the Plan of Liquidation, and unanimously
recommends that the Companys stockholders vote
FOR approval of the dissolution and Plan of
Liquidation.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
We believe that some of the information in this proxy statement
constitutes forward-looking statements within the definition of
the Private Securities Litigation Reform Act of 1995. However,
the safe-harbor provisions of that act do not apply to
statements made in this proxy statement. You can identify these
statements by forward-looking words such as may,
expect, anticipate,
contemplate, believe,
estimate, intends, and
continue or similar words. You should read
statements that contain these words carefully because they:
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discuss future expectations;
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contain projections of future results of operations or financial
condition; or
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state other forward-looking information.
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We believe it is important to communicate our expectations to
our stockholders. However, there may be events in the future
that we are not able to predict accurately or over which we have
no control. The risk factors and cautionary language discussed
in this proxy statement provide examples of risks, uncertainties
and events that may cause actual results to differ materially
from the expectations described by us in such forward-looking
statements, including among other things:
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the number and percentage of our stockholders voting against the
dissolution proposal;
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continued compliance with government regulations; and
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general economic conditions.
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You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of
this proxy statement.
All forward-looking statements included herein attributable to
the Company, or any person acting on the Companys behalf
are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Except to
the extent required by applicable laws and regulations, the
Company undertakes no obligation to update these forward-looking
statements to reflect events or circumstances after the date of
this proxy statement or to reflect the occurrence of
unanticipated events.
Before you grant your proxy or instruct how your vote should be
cast or vote on the adoption of the merger agreement, you should
be aware that the occurrence of the events described under
The Dissolution and Plan of Liquidation Risk
Factors to be Considered in Connection with the Companys
Dissolution and the Plan of Liquidation and elsewhere in
this proxy statement could have a material adverse effect on the
prospects and financial condition of the Company.
2
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL
MEETING AND THE PLAN OF LIQUIDATION.
THESE QUESTIONS AND ANSWERS ARE ONLY
SUMMARIES OF THE MATTERS THEY DISCUSS.
PLEASE READ THIS ENTIRE PROXY
STATEMENT.
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Q.
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WHAT IS BEING VOTED ON?
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A.
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You are being asked to vote upon proposals to:
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1.
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Approve the dissolution of the Company and the proposed Plan of
Liquidation in the form of Annex A to this proxy
statement; and
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2.
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Authorize the Companys Board of Directors, in its
discretion, to adjourn or postpone the special meeting for
further solicitation of proxies, if there are not sufficient
votes at the originally scheduled time of the special meeting to
approve the foregoing proposal.
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Q.
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WHY IS THE COMPANY PROPOSING DISSOLUTION AND LIQUIDATION?
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A.
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The Company was organized in September 2005 for the purpose of
acquiring, through a purchase, or other business combination,
commercial real estate properties and/or assets (a
business combination). In March 2006, the Company
consummated its IPO from which it received net proceeds of
approximately $133.4 million, including the proceeds from
the exercise of the underwriters over-allotment option.
Approximately $132.3 million of the net proceeds of the IPO
were placed in a trust account along with the initial capital
($2,500,000) from GBE and a deferred underwriting discount
($2,675,000).
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On June 18, 2007, the Company entered into a membership
interest purchase agreement (the Purchase Agreement)
with GBE and GERA Property Acquisition, LLC, a wholly owned
subsidiary of GBE pursuant to which three (3) commercial
office properties would have been transferred to the Company
from GBE if the Purchase Agreement had been consummated. On
February 28, 2008, at a special meeting of the
Companys stockholders, a proposal to approve the business
combination with GBE failed to receive the affirmative vote of a
majority of the Companys outstanding shares entitled to
vote at the special meeting. Thereafter, the Company, in
accordance with the terms of the Purchase Agreement, provided
written notice terminating the Purchase Agreement. As a result,
the
24-month
period for the Company to complete a business combination has
passed without the consummation of a business combination, and
the Company is now required to dissolve and liquidate in
accordance with its amended and restated certificate of
incorporation.
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The Plan of Liquidation set forth in Annex A to this proxy
statement provides for the discharge of the Companys
liabilities and the winding up of its affairs, including the
distribution to current holders of the shares of common stock
included in the units issued in the Companys IPO, who we
refer to as the public stockholders, of the
principal and accumulated interest held in the trust account as
contemplated by its amended and restated certificate of
incorporation. GBE purchased 5,876,069 shares of the
Companys common stock prior to the Companys IPO,
certain of which shares were, prior to the IPO, transferred to
the directors of the Company. The initial stockholders and their
respective assigns have waived any interest in any such
distribution with respect to any shares acquired prior to the
Companys IPO.
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Stockholder approval of the Companys dissolution is
required by Delaware law, under which the Company is organized.
Stockholder approval of the Plan of Liquidation is designed to
comply with relevant provisions of U.S. federal income tax laws.
The affirmative vote of a majority of the Companys
outstanding common stock will be required to approve the
dissolution and liquidation. After careful consideration of all
relevant factors, the Companys Board of Directors has
unanimously determined that the dissolution of the Company is
fair to and in the best interest of the Company and its
stockholders. The Board of Directors has unanimously approved
the dissolution of the Company and declared it advisable, has
unanimously approved the Plan of Liquidation, and recommends
that you approve the dissolution and Plan of Liquidation. GBE
and its respective assigns, including the Companys
directors and officers, have advised the Company that they
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support the dissolution and intend to vote the
7,792,736 shares of the Company common stock they currently
hold (which includes shares acquired by certain of the
Companys directors in, and subsequent to, the IPO) in
favor of its approval. The Board of Directors intends to approve
the Plan of Liquidation, as required by Delaware law,
immediately following stockholder approval of the dissolution.
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Q.
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HOW DOES THE COMPANY INITIAL STOCKHOLDER AND OFFICERS AND
DIRECTORS INTEND TO VOTE THEIR SHARES?
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A.
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GBE and its respective assigns, including the Companys
directors and officers, who currently hold approximately
7,792,736 shares of the Companys common stock, have
advised the Company that they support the dissolution and Plan
of Liquidation and will vote for it, together with the
adjournment proposal.
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Q.
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WHAT VOTE IS REQUIRED TO ADOPT THE PROPOSALS?
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A.
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Approval of the Companys dissolution and Plan of
Liquidation set forth in Proposal One will require the
affirmative vote of holders of a majority of the Companys
outstanding common stock. Approval of Proposal Two requires
the affirmative vote of holders of a majority of the
Companys common stock voting on the proposal.
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Q.
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WHY SHOULD I VOTE FOR THE PROPOSALS?
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A.
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The Plan of Liquidation provides for the distribution to current
holders of the Companys common shares originally issued in
its IPO of the principal and accumulated interest held in the
trust account. Stockholder approval of the Companys
dissolution is required by Delaware law, under which the Company
is organized, and stockholder approval of the Plan of
Liquidation is designed to comply with relevant provisions of
U.S. federal income tax laws. If the dissolution and Plan of
Liquidation are not approved, the Company, which is not
authorized to conduct any further business operations, will not
be authorized to dissolve and liquidate, and will not be
authorized to distribute the funds held in the trust account to
its public stockholders
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Q.
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HOW MUCH DO I GET IF THE DISSOLUTION AND LIQUIDATION IS
APPROVED?
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A.
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As of March 10, 2008, the record date, the Company had
approximately $146.2 million held in trust. If a
liquidation were to have occurred by such date, the Company
estimates that the amount held in trust less approximately
$408,000 of estimated accrued and unpaid federal and state taxes
with respect to the interest earned on the trust proceeds would
have been distributed to the holders of the shares of common
stock purchased in the Companys IPO. Thus, the Company
estimates that the total amount available for distribution would
have been approximately $145.8 million or approximately
$6.09 per public share.
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However, we cannot assure you that the amount actually available
for distribution will not be reduced, whether as a result of the
claims of additional creditors or otherwise. See The
Dissolution and Plan of Liquidation Risk Factors to
be Considered in Connection with the Companys Dissolution
and Plan of Liquidation.
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Q.
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WHAT IF I DONT WANT TO VOTE FOR THE DISSOLUTION AND
PLAN OF LIQUIDATION?
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A.
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If you do not want the dissolution and Plan of Liquidation to be
approved, you must abstain, not vote, or vote against it. You
should be aware, however, that if the dissolution and Plan of
Liquidation are not approved, the Company, which is not
authorized to conduct any further business operations, will not
be authorized to dissolve and liquidate, and will not be
authorized to distribute the funds held in the trust account to
its public stockholders.
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Whether or not you vote against it, if the dissolution and Plan
of Liquidation are approved, all public stockholders will be
entitled to share in the liquidation of the trust account.
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Q.
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WHAT HAPPENS IF THE DISSOLUTION AND PLAN OF LIQUIDATION
ARENT APPROVED?
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A.
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If the dissolution and Plan of Liquidation are not approved, the
Company will not be authorized to dissolve and liquidate, and
will not be authorized to distribute the funds held in the trust
account to its public
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stockholders. If sufficient votes to approve the dissolution and
Plan of Liquidation are not available at the meeting, or if a
quorum is not present in person or by proxy, the Companys
Board of Directors may seek to adjourn or postpone the meeting
to continue to seek such approval.
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Q.
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IF THE DISSOLUTION AND PLAN OF LIQUIDATION ARE APPROVED, WHAT
HAPPENS NEXT?
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A.
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We will:
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file a Certificate of Dissolution with the Delaware authorities;
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adopt the Plan of Liquidation by Board of Directors action in
compliance with Delaware law;
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pay or adequately provide for the payment of the Companys
remaining liabilities;
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distribute the proceeds of the trust account to public
stockholders; and
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otherwise effectuate the Plan of Liquidation.
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Q.
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IF I AM NOT GOING TO ATTEND THE SPECIAL MEETING IN PERSON,
SHOULD I RETURN MY PROXY CARD INSTEAD?
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A.
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Yes. After carefully reading and considering the information in
this document, please fill out and sign your proxy card. Then
return it in the enclosed envelope as soon as possible, so that
your shares may be represented at the special meeting.
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Q.
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WHAT WILL HAPPEN IF I ABSTAIN FROM VOTING OR FAIL TO VOTE?
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A.
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Abstaining or failing to vote will have the same effect as a
vote against the proposed dissolution and liquidation.
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Q.
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HOW DO I CHANGE MY VOTE?
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A.
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Deliver a later-dated, signed proxy card to the Companys
chief financial officer prior to the date of the special meeting
or attend the special meeting in person and vote. You also may
revoke your proxy by sending a notice of revocation to the
Company at 500 West Monroe Street, Suite 2800,
Chicago, Illinois 60661, Attention: Richard W. Pehlke.
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Q.
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IF MY SHARES ARE HELD IN STREET NAME, WILL MY
BROKER AUTOMATICALLY VOTE THEM FOR ME?
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A.
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No. Your broker can vote your shares only if you provide
instructions on how to vote. You should instruct your broker to
vote your shares. Your broker can tell you how to provide these
instructions.
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Q.
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CAN I STILL SELL MY SHARES?
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A.
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Yes, you may sell your shares at this time, provided that you
comply with applicable securities laws. If you sell shares
before, or purchase shares after, the record date for the
special meeting, you will not be entitled to vote those shares
at the special meeting. Delaware law restricts transfers of our
common stock after dissolving, which we expect will occur upon
approval of the Companys dissolution by stockholders at
the special meeting. Thereafter and until trading on the
American Stock Exchange is halted through termination of
registration, we believe that any trades of the Companys
shares will be tracked and marked with a due bill by the
Depository Trust Company.
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Q.
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WHO CAN HELP ANSWER MY QUESTIONS?
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A.
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If you have questions about the merger or the other proposals or
if you need additional copies of the proxy statement or the
enclosed proxy card you should contact:
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Grubb & Ellis Realty Advisors, Inc.
500 West Monroe Street
Suite 2800
Chicago, Illinois 60661
ATTN: Richard W. Pehlke
Tel:
(312) 698-4900
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5
GENERAL
INFORMATION ABOUT THE SPECIAL MEETING
The Company is furnishing this proxy statement to its
stockholders as part of the solicitation of proxies by the Board
of Directors for use at the special meeting in connection with
the proposed dissolution and liquidation of the Company. This
proxy statement provides you with information you need to know
to vote or instruct your vote to be cast at the special meeting.
DATE, TIME AND PLACE.
We will hold the special
meeting at 10:00 a.m., Eastern Daylight Savings Time, on
April 14, 2008, at the offices of Zukerman Gore &
Brandeis, LLP, 875 Third Avenue,
28
th
Floor,
New York, New York 10022, to vote on the proposal to
approve the Companys dissolution and liquidation and the
proposal to adjourn or postpone the meeting if necessary to
solicit additional proxies.
PURPOSE.
At the special meeting, the holders
of the Companys common stock will be asked to approve the
Companys dissolution and Plan of Liquidation and the
proposal to authorize company management to adjourn or postpone
the meeting to solicit additional proxies.
The Companys Board of Directors has determined that the
proposed dissolution is fair to and in the best interests of the
Company and its stockholders.
The Board of Directors has
unanimously approved the dissolution of the Company and declared
it advisable, has unanimously approved the Plan of Liquidation,
and unanimously recommends that the Companys stockholders
vote FOR approval of the dissolution and Plan of
Liquidation
.
The Board of Directors also recommends that you vote or give
instruction to vote FOR adoption of the proposal to
permit the Companys Board of Directors, in its discretion,
to adjourn or postpone the special meeting for further
solicitation of proxies, if there are not sufficient votes at
the originally scheduled time of the special meeting to approve
any of the foregoing proposals.
The special meeting has been called only to consider approval of
the proposed dissolution and Plan of Liquidation and the
proposal to permit adjournment or postponement of the meeting,
if necessary, to solicit additional proxies.
RECORD DATE; WHO IS ENTITLED TO VOTE.
The
record date for the special meeting is
March 10, 2008. Record holders of the Companys common
stock at the close of business on the record date are entitled
to vote or to have their votes cast at the special meeting. On
the record date, there were 29,834,403 outstanding shares of the
Companys common stock, of which 23,958,334 were originally
issued in the Companys IPO, which we call the public
shares, and 5,876,069 were acquired prior to our IPO by
our initial stockholders. Each share of the Companys
common stock entitles its holder to one vote per proposal at the
special meeting. The Companys warrants do not have voting
rights. GBE and its respective assigns, including the
Companys directors and officers, have advised the Company
that they intend to vote the 7,792,736 shares of the
Companys common stock they currently hold in favor of the
dissolution and Plan of Liquidation. During the
ten-day
period before the special meeting, the Company will keep a list
of holders of record entitled to vote at the special meeting
available for inspection during normal business hours at its
offices in Chicago, Illinois for any purpose germane to the
special meeting. The list of stockholders will also be provided
and kept at the location of the special meeting for the duration
of the special meeting, and may be inspected by any stockholder
who is present.
QUORUM; VOTE REQUIRED.
A majority of the
outstanding common stock of the Company, present in person or by
proxy, will be required to constitute a quorum for the
transaction of business at the special meeting, other than
adjournment to seek a quorum. Approval of the Companys
dissolution and Plan of Liquidation will require the affirmative
vote of holders of a majority of the Companys outstanding
common stock. Approval of the proposal for discretionary
authority to adjourn or postpone the special meeting to solicit
additional proxies will require the affirmative vote of holders
of a majority of the Companys common stock voting on the
proposal.
Abstaining from voting or not voting, either in person or by
proxy or by voting instruction, will have the same effect as a
vote against the dissolution and Plan of Liquidation
proposal.
6
VOTING YOUR SHARES.
Each share of the
Companys common stock that you own in your name entitles
you to one vote. Your proxy card shows the number of shares of
our common stock that you own.
There are two ways to vote your shares of the Companys
common stock at the special meeting:
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You can vote by signing and returning the enclosed proxy card.
If you vote by proxy card, your proxy, whose name is
listed on the proxy card, will vote your shares as you instruct
on the proxy card. If you sign and return the proxy card but do
not give instructions on how to vote your shares, your shares
will be voted as recommended by our board FOR the
Companys proposed dissolution and Plan of Liquidation and
FOR the proposal to permit adjournment or
postponement of the special meeting for the purpose of
soliciting additional proxies. Votes received after a matter has
been voted upon at the special meeting will not be counted.
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You can attend the special meeting and vote in person. We will
give you a ballot when you arrive. However, if your shares are
held in the name of your broker, bank or another nominee, you
must get a proxy from the broker, bank or other nominee. That is
the only way we can be sure that the broker, bank or nominee has
not already voted your shares.
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If you do not vote your shares of common stock in any of the
ways described above, it will have the same effect as a vote
against the dissolution and Plan of Liquidation proposal.
ADJOURNMENT OR POSTPONEMENT.
If
Proposal Two is approved at the special meeting, the
Company may adjourn or postpone the special meeting, if
necessary, to solicit further proxies. In addition, the Company
may adjourn or postpone the special meeting as set forth in the
Companys amended and restated certificate of incorporation
or by-laws or as otherwise permitted by law.
QUESTIONS ABOUT VOTING.
If you have any
questions about how to vote or direct a vote in respect of your
the Company common stock, you may call Richard W. Pehlke, our
chief financial officer, at
(312) 698-4900.
You may also want to consult your financial and other advisors
about the vote.
REVOKING YOUR PROXY AND CHANGING YOUR VOTE.
If
you give a proxy, you may revoke it at any time before it is
exercised by doing any one of the following:
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you may send another proxy card with a later date;
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you may notify Richard W. Pehlke, our chief financial officer,
in writing before the special meeting that you have revoked your
proxy; or
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you may attend the special meeting, revoke your proxy, and vote
in person, as indicated above.
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BROKER NON-VOTES.
If your broker holds your
shares in its name and you do not give the broker voting
instructions, Financial Industry Regularity Authority
(FINRA) rules prohibit your broker from voting your
shares on the dissolution and liquidation proposal or the
proposal to adjourn or postpone the special meeting to solicit
additional proxies. This is known as a broker
non-vote. Abstentions or broker non-votes will have the
same effect as a vote against the dissolution and liquidation
proposal. Abstentions or broker non-votes will not be counted as
votes for or against the proposal to authorize management to
adjourn or postpone the special meeting, as the vote required to
approve this discretionary authority is a majority of the shares
present in person or by proxy and entitled to vote.
NO DISSENTERS RIGHTS.
Under Delaware
law, stockholders are not entitled to dissenters rights of
appraisal in connection with the Companys dissolution and
liquidation.
SOLICITATION COSTS.
The Company is soliciting
proxies on behalf of the Companys Board of Directors. This
solicitation is being made by mail but also may be made in
person or by telephone or other electronic means. The Company
and its respective directors, officers, employees and
consultants may also solicit proxies in person or by mail,
telephone or other electronic means. These persons will not be
paid for doing this.
7
The Company will ask banks, brokers and other institutions,
nominees and fiduciaries to forward its proxy materials to their
principals and to obtain their authority to execute proxies and
voting instructions. The Company will reimburse them for their
reasonable expenses.
STOCK OWNERSHIP.
Information concerning the
holdings of certain the Company stockholders is set forth under
Beneficial Ownership of Securities.
THE
DISSOLUTION AND PLAN OF LIQUIDATION
The Board of Directors is proposing the Companys
dissolution and Plan of Liquidation for approval by our
stockholders at the special meeting. After careful consideration
of all relevant factors, the Companys Board of Directors
has unanimously determined that the dissolution of the Company
is fair to and in the best interest of the Company and its
stockholders. The Board of Directors has unanimously approved
the Companys dissolution, declared it advisable and
directed that it be submitted for stockholder action at the
meeting. The Board of Directors has also approved the Plan of
Liquidation and directed that it be submitted for stockholder
action, and intends to immediately following stockholder
approval of the dissolution and liquidation, file a Certificate
of Dissolution with the Delaware Secretary of State. A copy of
the Plan of Liquidation is attached as Annex A to this
proxy statement. After approval of the Companys
dissolution and Plan of Liquidation, we anticipate that our
activities will be limited to actions we deem necessary or
appropriate to accomplish,
inter alia,
the following:
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filing a Certificate of Dissolution with the Secretary of State
of Delaware and, thereafter, remaining in existence as a
non-operating entity for three years;
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adopting a Plan of Liquidation in substantially the form set
forth in Annex A to this proxy statement by Board of
Directors action in compliance with Delaware law;
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paying or providing for the payment of our liabilities in
accordance with Delaware law, which liabilities include
(i) existing liabilities for taxes and to providers of
professional and other services, (ii) expenses of the
dissolution and liquidation, and (iii) our obligations to
the Companys public stockholders in accordance with the
Companys charter;
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winding up our remaining business activities;
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complying with U.S. Securities and Exchange Commission
filing requirements, for so long as we are required to do
so; and
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making tax and other regulatory filings.
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Following dissolution, although they do not expect to do so, our
Board of Directors may, at any time, engage third parties to
complete the liquidation pursuant to the Plan of Liquidation. In
addition, although it does not anticipate that it will be
necessary to do so since we do not have any material assets
outside the trust account, the Board of Directors will be
authorized to establish a liquidating trust to complete the
Companys liquidation.
The Company had accrued and unpaid liabilities of approximately
$1.6 million as of March 10, 2008, of which:
(i) an aggregate amount of $1.2 million is owed to
GBE, which GBE has agreed to waive; and (ii) an aggregate
amount of approximately $400,000 is owed to third party vendors
and service providers. Additionally, the Company has estimated
accrued and unpaid federal and state taxes, with respect to the
interest earned on the trust proceeds, of approximately
$408,000, which will be paid from the proceeds of the trust
account. The Companys sponsor, GBE, has confirmed to the
Company that it will be responsible for, and will pay the
Companys obligations with respect to, the Companys
currently outstanding accrued and unpaid liabilities owed to
third party vendors and service providers and all liabilities
that will be owed to third party vendors and service providers
thereafter, including those incurred in connection with the
dissolution and liquidation of the Company.
The Board of Directors has unanimously approved the
dissolution of the Company and declared it advisable, has
unanimously approved the Plan of Liquidation, and unanimously
recommends that the Companys stockholders vote
FOR approval of the dissolution and Plan of
Liquidation.
8
RISK
FACTORS TO BE CONSIDERED IN CONNECTION WITH THE
COMPANYS
DISSOLUTION AND THE PLAN OF LIQUIDATION
There are a number of factors that our stockholders should
consider when deciding whether to vote to approve the
Companys dissolution and liquidation, including the
following:
We may
not meet the anticipated timing for the dissolution and
liquidation.
Promptly following the meeting, if our stockholders approve the
Companys dissolution and Plan of Liquidation, we intend to
file a Certificate of Dissolution with the Secretary of State of
Delaware and wind up our business promptly thereafter. We expect
that the Company will make the liquidation distribution of the
net trust account proceeds to its public stockholders as soon as
practicable following the filing of our Certificate of
Dissolution with the State of Delaware after approval of the
dissolution by the stockholders. We do not expect that there
will be any additional Company assets remaining for distribution
to stockholders after such payment. There are a number of
factors that could delay our anticipated timetable, including
the following:
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delays in the payment, or arrangement for payment of remaining
company liabilities or obligations;
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lawsuits or other claims asserted against us; and
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unanticipated legal, regulatory or administrative requirements
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We may
not be able to settle all of our obligations to
creditors.
We have current and future obligations to creditors. The Plan of
Liquidation takes into account all of our known obligations and
our best estimate of the amount reasonably required to satisfy
such obligations. As part of the winding up process, we believe
that our sponsor, GBE, will provide for the payment of all our
obligations with our creditors. We cannot assure you that all of
our obligations will be able to be settled or that they can be
settled for the amounts we have estimated. If we are unable to
reach agreement with a creditor relating to an obligation, that
creditor may bring a lawsuit against us.
If we
do not cause all of our obligations to be paid, each stockholder
may be liable to our creditors for a pro rata portion of their
claims up to the amount distributed to such stockholder by
us.
Pursuant to Delaware law, we will continue to exist for three
years after the dissolution becomes effective for completion of
our winding up. Although we have been advised by our sponsor,
GBE, that it intends to satisfy all of our liabilities, each of
our stockholders could be liable for payment to our creditors of
the stockholders pro rata portion of such creditors
claims up to the amount distributed to such stockholder in the
liquidation.
Claims
may be made against the trust account, resulting in its
impairment or in delay in distributing it to public
shareholders.
The Company currently has little available funds outside the
trust account, and accordingly, our sponsor, GBE, will be
responsible to pay our vendors and service providers. The
Companys creditors may seek to satisfy their claims from
funds in the trust account which could further reduce a
stockholders distribution from the trust account, or delay
stockholder distributions.
Recordation
of transfers of our common stock on our stock transfer books
will be restricted as of the date fixed by the Board for filing
the certificate of dissolution, and thereafter it generally will
not be possible for stockholders to change record ownership of
our stock.
After dissolution, Delaware law will prohibit transfers of
record of our common stock except by will, intestate succession
or operation of law. We believe, however, that after dissolution
and until trading on the American Stock Exchange is halted
through termination of resignation, we believe any trades of
shares of our common stock held in street name will
be tracked and marked with a due bill by the Depository
Trust Company.
9
Our
Board of Directors may delay implementation of the Plan of
Liquidation, even if dissolution is approved by our
stockholders.
Even if the Companys dissolution is approved by our
stockholders, our Board of Directors has reserved the right, in
its discretion, to delay implementation of the Plan of
Liquidation, if it determines that doing so is in the best
interests of the Company and its stockholders. The Board of
Directors is, however, unaware of any circumstances under which
it would do so.
If our
stockholders do not approve the dissolution and the Plan of
Liquidation, no assurances can be given as to how or when, if
ever, amounts in the trust account will be distributed to our
stockholders.
The Company amended and restated certificate of incorporation
provides that the trust account proceeds will be distributed to
stockholders upon the liquidation and dissolution of the
Company, and Delaware law requires that the stockholders approve
the liquidation and dissolution. If the Companys
stockholders do not approve the dissolution and the Plan of
Liquidation, the Company, which is not authorized to conduct any
other business operations, will not have the requisite legal
authority to distribute the trust account proceeds to
stockholders. In such case, no assurance can be given as to how
or when, if ever, such amounts will be distributed.
DISSOLUTION
UNDER DELAWARE LAW
Section 275 of the Delaware General Corporation Law (DGCL)
provides that a corporation may dissolve upon a majority vote of
the Board of Directors of the corporation followed by a
favorable vote of holders of a majority of the outstanding stock
entitled to vote. Following such approval, the dissolution is
effected by filing a certificate of dissolution with the State
of Delaware. Once a corporation is dissolved, its existence is
automatically continued for a term of three years, but solely
for the purpose of winding up its business. The process of
winding up includes:
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prosecution and defense of any lawsuits;
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settling and closing of any business;
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disposition and conveyance of any property;
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discharge of any liabilities; and
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distribution of any remaining assets to the stockholders of the
corporation.
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PRINCIPAL
PROVISIONS OF THE PLAN OF LIQUIDATION
GENERAL.
We will distribute pro rata to our public stockholders all of
the proceeds of the trust account, which we anticipate will be
the only amounts available for distribution to stockholders.
Liquidation is expected to commence as soon as practicable after
approval of the Companys dissolution by stockholders at
the special meeting. We do not anticipate that we will solicit
any further votes of our stockholders with respect to the Plan
of Liquidation. Subject to the payment or the provision for
payment of our liabilities, we expect to distribute to our
public stockholders the amounts to which they are entitled under
the Companys amended and restated certificate of
incorporation, consisting of the proceeds held in the trust
account at the record date for the special meeting. We do not
anticipate making any other distributions to stockholders.
The Company had accrued and unpaid liabilities of approximately
$1.6 million as of March 10, 2008, of which:
(i) an aggregate amount of $1.2 million is owed to
GBE, which GBE has agreed to waive; and (ii) an aggregate
amount of approximately $400,000 is owed to third party vendors
and service providers. Additionally, the Company has estimated
accrued and unpaid federal and state taxes, with respect to the
interest earned on the proceeds in the trust account, of
approximately $408,000 which will be paid from the proceeds of
the trust account. The Companys sponsor, GBE, has
confirmed to the Company that it will be responsible for,
10
and will pay the Companys obligation with respect to, the
Companys currently outstanding accrued and unpaid
liabilities owed to third party vendors and service providers
and all liabilities that will be owed to third party vendors and
service providers thereafter, including those incurred in
connection with the dissolution and liquidation of the Company.
As of March 10, 2008, the record date, the Company had
approximately $146.2 million held in trust. If a
liquidation were to have occurred by such date, the Company
estimates that the amount held in trust, less approximately
$408,000 of estimated accrued and unpaid federal and state
taxes, with respect to the interest earned on the proceeds in
the trust account, would have been distributed to the holders of
the shares of common stock purchased in the Companys IPO.
Thus, the Company estimates that the total amount available for
distribution would have been approximately $145.8 million
or approximately $6.09 per public share.
We will discontinue recording transfers of shares of our common
stock on the date of the Companys dissolution, although we
believe that any trades of our common stock held in
street name will be tracked and marked with a due
bill by the Depository Trust Company. Thereafter, certificates
representing shares of our common stock will not be assignable
or transferable on our books, except by will, intestate
succession or operation of law. After that date, we will not
issue any new stock certificates, except in connection with such
transfers or as replacement certificates.
OUR
CONDUCT FOLLOWING APPROVAL OF THE DISSOLUTION AND ADOPTION OF
THE PLAN OF LIQUIDATION.
Our directors and officers will not receive any compensation for
the duties that each performs in connection with the
Companys dissolution or under the Plan of Liquidation.
Following approval of the Companys dissolution by our
stockholders at the special meeting, our activities will be
limited to adopting the Plan of Liquidation, winding up our
affairs, taking such actions as we believe may be necessary,
appropriate or desirable to preserve the value of our assets,
and distributing our assets in accordance with the Plan of
Liquidation.
We will indemnify our officers, directors and agents in
accordance with our amended and restated certificate of
incorporation and bylaws for actions taken in connection with
winding up our affairs. Our obligation to indemnify such persons
may be satisfied out of our remaining assets, which are minimal.
The Board of Directors and the trustees of any liquidating trust
may obtain and maintain such insurance as they believe may be
appropriate to cover our indemnification obligations under the
Plan of Liquidation. The Board of Directors has not determined
whether it plans to continue to maintain directors and
officers liability insurance following the dissolution of
the Company.
POTENTIAL
LIABILITY OF STOCKHOLDERS.
Under the DGCL, in the event that all of our expenses and
liabilities are not paid (although our sponsor, GBE, has advised
us that they intend to do so), each stockholder could be held
liable for amounts due creditors to the extent of amounts that
such stockholder received from us and from any liquidating trust
under the Plan of Liquidation. Each stockholders exposure
to liability is limited to his, her or its pro rata portion of
the amounts due each creditor. In addition, a creditor could
seek an injunction to prevent us from making distributions under
the Plan of Liquidation, which could delay
and/or
diminish distributions to stockholders.
STOCK
CERTIFICATES.
Stockholders should not forward their stock certificates before
receiving instructions to do so. After such instructions are
sent, stockholders of record must surrender their stock
certificates to receive distributions, pending which their
shares of the trust account may be held in trust, without
interest and subject to escheat laws. If a stock certificate has
been lost, stolen or destroyed, the holder may be required to
furnish us with satisfactory evidence of the loss, theft or
destruction, together with a surety bond or other indemnity, as
a condition to the receipt of any distribution.
11
EXCHANGE
ACT REGISTRATION.
Our common stock trades on the American Stock Exchange and is
listed for quotation under the trading symbol GAV on
the American Stock Exchange (www.amex.com). After dissolution,
because we will discontinue recording transfers of our common
stock and in view of the significant costs involved in
compliance with reporting requirements and other laws and
regulations applicable to public companies, the Board of
Directors intends to apply to terminate the Companys
registration and reporting requirements under the Securities
Exchange Act of 1934. If registration is terminated, trading in
the common stock on the American Stock Exchange would terminate.
LIQUIDATING
TRUSTS.
Although the Board of Directors does not believe it will be
necessary, we may transfer any of our remaining assets to one or
more liquidating trusts, the purpose of which would be to serve
as a temporary repository for the trust property prior to its
disposition or distribution to our stockholders. Any liquidating
trust would be evidenced by a trust agreement between the
Company and the person(s) the Board of Directors chooses as
trustee(s).
SALES OF
ASSETS.
The Plan of Liquidation gives the Board of Directors the
authority to sell all of our remaining assets, although the
Companys assets outside the trust account are immaterial.
Any such sale proceeds may be reduced by transaction expenses,
and may be less for a particular asset than if we were not in
liquidation. We do not expect any material asset sales to occur.
ABSENCE
OF APPRAISAL RIGHTS.
Stockholders are not entitled to appraisal rights in connection
with the Companys dissolution and liquidation.
REGULATORY
APPROVALS.
We do not believe that any material United States federal or
state regulatory requirements must be met or approvals obtained
in connection with the Companys dissolution or the Plan of
Liquidation.
TREATMENT
OF WARRANTS.
There will be no distribution from the trust account with
respect to the Companys warrants. Because the Company
failed to consummate a business combination, the Companys
warrants did not become exercisable and will expire worthless.
PAYMENT
OF EXPENSES.
In the discretion of our Board of Directors, we may pay, or
cause to be paid, brokerage, agency, professional and other fees
and expenses to any person in connection the implementation of
the Plan of Liquidation.
VOTES
REQUIRED AND BOARD RECOMMENDATION.
Approval of the Companys dissolution and Plan of
Liquidation requires the affirmative vote of a majority of the
total number of votes entitled to be cast by all shares
outstanding on the record date. The holders of common stock will
vote on the matter of the approval of the Companys
dissolution and Plan of Liquidation, with each holder entitled
to one vote per share on the matter.
The Companys Board of Directors believes that the
Companys dissolution and Plan of Liquidation is fair to
and in the best interests of our stockholders.
12
The Board of Directors has unanimously approved the
dissolution of the Company and declared it advisable, has
unanimously approved the Plan of Liquidation, and unanimously
recommends that the Companys stockholders vote
FOR approval of the dissolution and Plan of
Liquidation.
The initial stockholders, including our directors and officers,
and their respective assigns, who hold, as of the record date,
an aggregate of 7,792,736 outstanding shares of our common
stock, have indicated that they will vote FOR the
dissolution and Plan of Liquidation. See Beneficial
Ownership of Securities.
Shares represented by proxy cards received in time for the
Meeting that are properly signed, dated and returned without
specifying choices will be voted FOR this proposal.
CERTAIN
U.S. FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a general summary of the material
U.S. federal income tax consequences of the Plan of
Liquidation to the Company and to current holders of our common
stock and warrants originally issued in our IPO, who are
United States persons, as defined in the Internal
Revenue Code of 1986, as amended (the Code) and who
hold such shares and warrants as capital assets, as
defined in the Code. The discussion does not purport to be a
complete analysis of all of the potential tax effects of the
Plan of Liquidation. Tax considerations applicable to a
particular stockholder or warrant holder will depend on that
stockholders or warrant holders individual
circumstances. The discussion addresses neither the tax
consequences that may be relevant to particular categories of
stockholders or warrant holders subject to special treatment
under certain U.S. federal income tax laws (such as dealers
in securities, banks, insurance companies, tax-exempt
organizations, mutual funds, and foreign individuals and
entities) nor any tax consequences arising under the laws of any
state, local or foreign jurisdiction. In addition, the
discussion does not consider the tax treatment of partnerships
or other pass-through entities or persons who hold our shares or
warrants through such entities.
The discussion is based upon the Code, U.S. Department of
the Treasury regulations, rulings of the Internal Revenue
Service (IRS), and judicial decisions now in effect,
all of which are subject to change or to varying interpretation
at any time. Any such changes or varying interpretations may
also be applied retroactively. The following discussion has no
binding effect on the IRS or the courts and assumes that we will
liquidate substantially in accordance with the Plan of
Liquidation.
We can give no assurance that the tax treatment described herein
will remain unchanged. No ruling has been requested from the IRS
with respect to the anticipated tax treatment of the Plan of
Liquidation, and we will not seek either such a ruling or an
opinion of counsel with respect to the anticipated tax
treatment. If any tax consequences or facts prove not to be as
anticipated and described herein, the result could be increased
taxation at the stockholder or warrant holder level.
Stockholders and warrant holders are urged to consult their
own tax advisors as to the specific tax consequences to them in
connection with the plan of liquidation and our dissolution,
including tax reporting requirements, the applicability and
effect of foreign, federal, state, local and other applicable
tax laws and the effect of any proposed changes in tax laws.
CONSEQUENCES
TO THE COMPANY
The Company may recognize gain or loss on the sale or other
taxable disposition of any of its assets pursuant to its
liquidation to the extent of the difference between the amount
realized on such sale (or the fair market value of the asset)
and its tax basis in such asset.
CONSEQUENCES
TO STOCKHOLDERS
GAIN
OR LOSS ON LIQUIDATION.
Amounts received by stockholders pursuant to the liquidation
will be treated as full payment in exchange for their shares of
our common stock. As a result of our liquidation, a stockholder
generally will recognize gain or loss equal to the difference
between (i) the amount of cash distributed to such
stockholder (including
13
distributions to any liquidating trust), less any known
liabilities assumed by the stockholder or to which the
distributed property is subject, and (ii) such
stockholders tax basis in the shares of our common stock.
A stockholders gain or loss will be computed on a
per share basis, so that gain or loss is calculated
separately for blocks of stock acquired at different dates or
for different prices. Each liquidation distribution will be
allocated proportionately to each share of stock owned by a
stockholder, and will be applied first to recover a
stockholders tax basis with respect to such share of
stock. Gain will be recognized in connection with a liquidation
distribution allocated to a share of stock only to the extent
that the aggregate value of all liquidation distributions
received by a stockholder with respect to that share exceeds
such stockholders tax basis for that share. Any loss
generally will be recognized only when a stockholder receives
our final distribution to stockholders, and then only if the
aggregate value of the liquidation distributions with respect to
a share of stock is less than the stockholders tax basis
for that share. Any payments by a stockholder in satisfaction of
any company liability generally would produce a loss in the year
paid. Gain or loss recognized by a stockholder in connection
with our liquidation generally will be capital gain or loss, and
will be long-term capital gain or loss if the share has been
held for more than one year, and short term capital gain or loss
if the share has not been held for more than one year. Long term
capital gain of non-corporate taxpayers may be subject to more
favorable tax rates than ordinary income or short term capital
gain. The deductibility of capital losses is subject to various
limitations.
LIQUIDATING
TRUSTS.
If we transfer assets to a liquidating trust for the benefit of
the stockholders, we intend to structure any such liquidating
trust as a grantor trust of the stockholders, so that
stockholders will be treated for U.S. federal income tax
purposes as first having constructively received their pro rata
share of the property transferred to the trust and then having
contributed such property to the trust. In the event that one or
more liquidating trusts are formed, the stockholders generally
will receive notice of the transfer(s). The amount of the deemed
distribution to the stockholders generally will be reduced by
the amount of any known liabilities assumed by the liquidating
trust or to which the transferred property is subject. A
liquidating trust qualifying as a grantor trust is itself not
subject to U.S. federal income tax. Our former
stockholders, as owners of the liquidating trust, would be
required to take into account for U.S. federal income tax
purposes their respective allocable portions of any future
income, gain, or loss recognized by such liquidating trust,
whether or not they have received any actual distributions from
the liquidating trust with which to pay any tax on such tax
items. Stockholders would receive annual statements from the
liquidating trust reporting their respective allocable shares of
the various tax items of the trust.
BACK-UP
WITHHOLDING.
Unless a stockholder complies with certain reporting
and/or
Form W-9
certification procedures or is an exempt recipient under
applicable provisions of the Code and Treasury Regulations, he,
she or it may be subject to
back-up
withholding tax with respect to any payments received pursuant
to the liquidation. The
back-up
withholding tax is currently imposed at a rate of 28%.
Back-up
withholding generally will not apply to payments made to some
exempt recipients such as a corporation or financial institution
or to a stockholder who furnishes a correct taxpayer
identification number or provides a certificate of foreign
status and provides certain other required information. If
back-up
withholding applies, the amount withheld is not an additional
tax, but is credited against the stockholders
U.S. federal income tax liability.
CONSEQUENCES
TO WARRANT HOLDERS
Since no distributions will be made to warrant holders pursuant
to the Plan of Liquidation, a holder of our warrants should
recognize a capital loss equal to such warrant holders tax
basis in the warrant in the tax year in which such warrant
becomes worthless (or expires). Because the Company failed to
consummate a business combination, the Companys warrants
did not become exercisable and will expire worthless.
14
INFORMATION
ABOUT THE COMPANY
The Company was organized in September 2005 to acquire, through
a purchase, or other business combination, commercial real
estate properties
and/or
assets. To date, the Companys efforts have been limited to
organizational activities, completion of its IPO, the evaluation
of potential business combination, negotiation and entering into
the Purchase Agreement with GBE with respect to the proposed
business combination, the preparation and mailing of a proxy
for, and the holding of, a special meeting of the stockholders
to vote on the proposed Purchase Agreement.
THE IPO
AND TRUST ACCOUNT.
The net proceeds from our initial public offering in March 2006
was approximately $133,400,000, including proceeds from the
exercise of the underwriters over-allotment option. Of
this amount, $132,325,004 was placed in trust, along with the
initial capital from GBE ($2,500,000) and a deferred
underwriting discount ($2,675,000), with approximately
$1,075,000 remaining and available to us for our activities in
connection with identifying and conducting due diligence of a
suitable business combination, and for general corporate matters.
The remaining proceeds have been used by the Company in its
pursuit of a business combination. The trust account is not to
be released until the earlier of the consummation of a business
combination or liquidation of the Company, although, as noted
elsewhere in this proxy statement, claims might be made against
the Company by creditors who might seek to have such claims
satisfied from the trust account. The trust account contained
approximately $146.2 million as of March 10, 2008, the
record date.
Because the Company did not consummate a business combination by
the time stipulated in its amended and restated certificate of
incorporation, the Companys Board of Directors has
proposed to dissolve the Company as contemplated by its amended
and restated certificate of incorporation and distribute to the
Companys public stockholders, in proportion to their
respective equity interests, sums in the trust account,
inclusive of any interest, less any of the Companys
outstanding debts and obligations.
As of March 10, 2008, the record date, the Company had
approximately $146.2 million held in trust. If a
liquidation were to have occurred by such date, the Company
estimates that the amount held in trust less approximately
$408,000 million of estimated accrued and unpaid federal
and state taxes, with respect to interest earned on the trust
proceeds, would have been distributed to the holders of the
shares of common stock purchased in the Companys initial
public offering. Thus, the Company estimates that the total
amount available for distribution would have been approximately
$145.8 million or approximately $6.09 per public share.
The Companys initial stockholders and their respective
assigns have waived their rights to participate in any
liquidation distribution with respect to shares of common stock
owned by them prior to the IPO. There will be no distribution
from the trust account with respect to the Companys
warrants.
FACILITIES.
We do not own any real estate or other physical properties
material to our operation. Our headquarters are located at
500 West Monroe Street, Suite 2800, Chicago, Illinois
60661. We currently pay $7,500 per-month fee for use of our
office facilities.
EMPLOYEES.
We currently have two officers, one of whom is also a member of
our Board of Directors. The Companys chief financial
officer Richard W. Pehlke is also an executive officer of GBE.
Additionally, C. Michael Kojaian, our chairman of the board and
chief executive officer, is also a director of GBE. We have no
other employees. These individuals are not obligated to devote
any specific number of hours to our matters and intend to devote
only as much time as they deem necessary to our affairs.
15
PERIODIC
REPORTING AND AUDITED FINANCIAL STATEMENTS.
The Company has registered its securities under the Securities
and Exchange Act of 1934, as amended, and has reporting
obligations, including the requirement to file annual and
quarterly reports with the SEC. In accordance with the
requirements of the Exchange Act, the Companys annual
reports contain financial statements audited and reported on by
the Companys independent registered public accounting firm.
LEGAL
PROCEEDINGS.
The Company is not currently a party to any pending material
legal proceedings.
BENEFICIAL
OWNERSHIP OF SECURITIES
The following table sets forth information regarding the
beneficial ownership of our common stock as of March 20,
2008, by each person known by us to be the beneficial owner of
more than 5% of our outstanding shares of common stock based
solely upon the amounts and percentages as are contained in the
public filings of such persons; each of our current executive
officers and directors; and all our current executive officers
and directors as a group. Our initial stockholders, including
our directors and officers, have waived any interest in any
distribution of the trust account.
|
|
|
|
|
|
|
|
|
Name and Address of
|
|
Number of
|
|
|
Percent of
|
|
Beneficial Owner(1)
|
|
Shares(2)
|
|
|
Class
|
|
|
GBE
|
|
|
5,667,719
|
|
|
|
19.00
|
%
|
Wellington Management Company, LLP(3)
|
|
|
3,320,550
|
|
|
|
11.13
|
%
|
D.B. Zwirn & Co., L.P.(4)
|
|
|
3,064,718
|
|
|
|
10.27
|
%
|
DBZ GP, LLC(4)
|
|
|
3,064,718
|
|
|
|
10.27
|
%
|
Zwirn Holdings, LLC(4)
|
|
|
3,064,718
|
|
|
|
10.27
|
%
|
Daniel B. Zwirn(4)
|
|
|
3,064,718
|
|
|
|
10.27
|
%
|
Satellite Asset management, L.P.(5)
|
|
|
2,757,700
|
|
|
|
9.24
|
%
|
Satellite Fund management, LLC(5)
|
|
|
2,757,700
|
|
|
|
9.24
|
%
|
Chris Kuchanny(6)
|
|
|
2,535,746
|
|
|
|
8.50
|
%
|
Osmium Special Situations Fund Ltd.(6)
|
|
|
2,535,746
|
|
|
|
8.50
|
%
|
C. Michael Kojaian(7)
|
|
|
1,908,337
|
|
|
|
6.40
|
%
|
Kojaian
Ventures-MM,
Inc.(7)(8)
|
|
|
1,866,667
|
|
|
|
6.26
|
%
|
Kojaian Ventures, L.L.C.(7)(8)
|
|
|
1,866,667
|
|
|
|
6.26
|
%
|
Bulldog Investors(9)
|
|
|
1,762,025
|
|
|
|
5.91
|
%
|
Mark E. Rose
|
|
|
91,670
|
|
|
|
|
*
|
William Downey
|
|
|
41,670
|
|
|
|
|
*
|
Alan M. Stillman
|
|
|
41,670
|
|
|
|
|
*
|
Melvin F. Lazar
|
|
|
41,670
|
|
|
|
|
*
|
Richard W. Pehlke
|
|
|
0
|
|
|
|
|
*
|
All Directors and Additional Officers as a Group
|
|
|
2,125,017
|
|
|
|
7.12
|
%
|
|
|
|
*
|
|
Less than 1%
|
|
(1)
|
|
Unless otherwise indicated, the business address of each of the
stockholders is 500 West Monroe Street, Suite 2800,
Chicago, Illinois 60661.
|
|
(2)
|
|
Unless otherwise indicated, all ownership is direct beneficial
ownership
|
|
(3)
|
|
Wellington Management Company, LLP, (Wellington) in
its capacity as investment advisor, may be deemed to
beneficially own 3,320,550 shares of GERA common stock
which are held of record by clients of Wellington.
Wellingtons clients have the right to receive, or the
power to direct the receipt of,
|
16
|
|
|
|
|
dividends from, or the proceeds from the sale of, such
securities. The address for Wellington is 75 State Street,
Boston, Massachusetts, 02109. Perry Traquina is the chief
executive officer of Wellington.
|
|
|
|
(4)
|
|
D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings,
LLC, and Daniel B. Zwirn may each be deemed the beneficial owner
of (i) 1,190,840 shares of GERA common stock owned by
D.B. Zwirn Special Opportunities Fund, L.P., and
(ii) 1,873,878 shares of GERA common stock owned by
D.B. Zwirn Special Opportunities Fund, Ltd. (each entity
referred to in (i) and (ii) is herein referred to as a
Fund and, collectively, as the Funds).
D.B. Zwirn & Co., L.P. is the manager of each of the
Funds, and consequently has voting control and investment
discretion over the GERA common stock held by each of the Funds.
Daniel B. Zwirn is the managing member of and thereby controls,
Zwirn Holdings, LLC, which in turn is the managing member of and
thereby controls DBZ GP, LLC, which in turn is the general
partner of and thereby controls D.B. Zwirn & Co., L.P.
The address of each of D.B. Zwirn & Co., L.P., DBZ GP,
LLC, Zwirn Holdings, LLC, and Daniel B. Zwirn is 745 Fifth
Avenue, 18th Floor, New York, NY 10151.
|
|
(5)
|
|
Beneficially owned shares are held by certain funds and accounts
(the Satellite Funds) over which Satellite Asset
Management, L.P. (SAM) has discretionary investment
trading authority. The general partner is Satellite
Fund Management, LLC (SFM). SFMs
executive committee makes investment decisions on behalf of the
Satellite Funds and investment decisions made by such executive
committee, when necessary, are made through approval of a
majority of the executive Committee members. The business
addresses for each SAM and SFM is 623 Fifth Avenue,
19
th
Floor, New York, New York 10022.
|
|
(6)
|
|
Osmium Special Situations Fund Ltd. (Osmuim)
beneficially owns 2,535,746 shares of GERA common stock.
Chris Kuchanny, as chairman and chief executive officer of
Osmium, may be deemed to have beneficial ownership of such
shares. Mr. Kuchanny disclaims beneficial ownership of
these shares, other than the portion of such shares which
relates to his individual economic interest in Osmium. The
address of each of Osmium and Mr. Kuchanny is Canons
Court, 22 Victoria Street, Hamilton HMII, Bermuda.
|
|
(7)
|
|
C. Michael Kojaian, the chairman of the Companys board of
directors and the chief executive officer of the Company, is
affiliated with Kojaian Ventures, L.L.C. and Kojaian
Ventures-MM,
Inc. Pursuant to the rules established under Securities Exchange
Act of 1934, the foregoing parties may be deemed to be a
group, as defined in Section 13(d) of such Act.
|
|
(8)
|
|
Kojaian
Ventures-MM,
Inc. is the managing member of Kojaian Ventures, L.L.C. The
address for each of Kojaian Ventures, L.L.C. and Kojaian
Ventures-MM,
Inc. is 39400 Woodward Ave., Suite 250, Bloomfield Hills,
Michigan 48304.
|
|
(9)
|
|
This information is based solely upon Bulldog Investors
Schedule 13G filed with the Securities and Exchange
Commission on January 25, 2008. Phillip Goldstein and
Andrew Dakos are the two principals of Bulldog Investors.
Clients of Phillip Goldstein and Andrew Dakos are entitled to
receive dividends and sales proceeds. Bulldog Investors
address is Park 80 West, Plaza Two, Saddle Brook, New
Jersey 07663.
|
STOCKHOLDER
PROPOSALS
Whether or not the dissolution is approved, the Company does not
expect to have an annual meeting of stockholders after the
special meeting.
DELIVERY
OF DOCUMENTS TO STOCKHOLDERS
Pursuant to the rules of the Securities and Exchange Commission,
the Company and services that it employs to deliver
communications to its stockholders are permitted to deliver to
two or more stockholders sharing the same address a single copy
of the Companys proxy statement. Upon written or oral
request, the Company will deliver a separate copy of this proxy
statement to any stockholder at a shared address who wishes to
receive separate copies of such documents in the future.
Stockholders receiving multiple copies of this proxy statement
may likewise request that the Company deliver single copies of
such document in the future. Stockholders may notify the Company
of their requests by calling or writing us at our headquarters
at 500 West Monroe Street, Suite 2800, Chicago,
Illinois 60661.
17
WHERE YOU
CAN FIND MORE INFORMATION
The Company files reports, proxy statements and other
information with the Securities and Exchange Commission as
required by the Securities Exchange Act of 1934, as amended. You
may read and copy reports, proxy statements and other
information filed by the Company with the Securities and
Exchange Commission at the Securities and Exchange Commission
public reference room located at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the Securities
and Exchange Commission at
1-800-SEC-0330.
You may also obtain copies of the materials described above at
prescribed rates by writing to the Securities and Exchange
Commission, Public Reference Section, 100 F Street,
N.E., Washington, D.C. 20549. You may access information on
the Company at the Securities and Exchange Commission web site
containing reports, proxy statements and other information at:
http://www.sec.gov.
Information and statements contained in this proxy statement or
any annex to this proxy statement are qualified in all respects
by reference to the copy of the relevant document or other annex
filed as an exhibit to this proxy statement.
If you would like additional copies of this document or if you
have questions about the merger, you should contact via phone or
in writing:
Richard W. Pehlke
Chief Financial Officer
Grubb & Ellis Realty Advisors, Inc.
500 West Monroe Street
Suite 2800
Chicago, Illinois 60661
(312) 698-4900
18
ANNEX A
PLAN OF
LIQUIDATION
OF
GRUBB & ELLIS REALTY ADVISORS, INC.
(A DISSOLVED DELAWARE CORPORATION)
This Plan of Liquidation of Grubb & Ellis Realty
Advisors, Inc. (the
Company
) is dated
this
day
of ,
2008.
WHEREAS, the dissolution of the Company was duly authorized by
its board of directors and stockholders, and the Company was
dissolved
on ,
2008 by the filing of a Certificate of Dissolution with the
Office of the Secretary of State of the State of Delaware;
WHEREAS, the Company elects to adopt a plan of distribution
pursuant to Section 281(b) of the Delaware General
Corporation Law (the
DGCL
);
WHEREAS, the Company has paid or otherwise satisfied all claims
and obligations of the Company known to the Company, including
conditional, contingent, or unmatured contractual claims known
to the Company, other than the following:
1. Fees and expenses in connection with legal, accounting
and other professional services, and other goods and services
provided prior to the date hereof, and liabilities and
obligations for federal and state taxes, all as shown on the
Companys unaudited interim financial statements at and for
the period ending December 31, 2007, and liabilities and
obligations incurred or to be incurred after such date,
including (i) for federal and state taxes, and
(ii) fees and expenses in connection with legal, accounting
and other professional services to be rendered in connection
with the dissolution and liquidation of the Company and the
winding-up
of its business and affairs; and
2. The Companys obligations to holders of its common
stock issued in its initial public offering
(IPO
) (the
Public
Stockholders
) to distribute the proceeds of the
trust account (net of applicable taxes) established in
connection with the IPO (the
Trust Account
).
WHEREAS, there are no pending actions, suits, or proceedings to
which the Company is a party; and
WHEREAS, there are no facts known to the Company indicating that
claims that have not been made known to the Company or that have
not arisen are likely to become known to the Company or to arise
within ten years after the date of dissolution;
NOW THEREFORE, the Company adopts the following Plan of
Liquidation, which shall constitute a plan of distribution in
accordance with Section 281(b) of the DGCL:
1.
PAYMENT OF LIABILITIES AND
OBLIGATIONS.
The Company shall, as soon as
practicable following the adoption of this Plan of Liquidation
by the board of directors after the filing of a Certificate of
Dissolution of the Company in accordance with Delaware law,
(a) provide for the payment in full or in such other amount
as shall be agreed upon by the Company and the relevant creditor
the liabilities, obligations, fees and expenses described in
paragraph 1 of the third WHEREAS clause hereof and
(b) pay in full the obligations described in
paragraph 2 of such third WHEREAS clause.
2.
AUTHORITY OF OFFICERS AND
DIRECTORS.
The board of directors and the
officers of the Company shall continue in their positions for
the purpose of winding up the affairs of the Company as
contemplated by Delaware law. The board of directors may appoint
officers, hire employees and retain independent contractors in
connection with the winding up process, and is authorized to
arrange for the payment to such persons as compensation for
their services, provided that no current officer or director of
the Company shall receive any compensation for his services as
aforesaid, and that any such compensation to such other persons
shall be fair and reasonable and consistent with disclosures
made to the Companys stockholders in connection with the
adoption of this Plan of Liquidation. Adoption of this Plan of
Liquidation by holders of a majority of the voting power
represented collectively by the
A-1
outstanding shares of the Companys common stock shall
constitute the approval of the Companys stockholders of
the board of directors authorization of the payment of any
such compensation. The adoption of the Plan of Liquidation by
the holders of the Companys common stock shall constitute
full and complete authority for the board of directors and the
officers of the Company, without further stockholder action, to
do and perform any and all acts and to make, execute and deliver
any and all agreements, conveyances, assignments, transfers,
certificates and other documents of any kind and character that
the board of directors or such officers deem necessary,
appropriate or advisable (i) to dissolve the Company in
accordance with the laws of the State of Delaware and cause its
withdrawal from all jurisdictions in which it is authorized to
do business; (ii) to sell, dispose, convey, transfer and
deliver the assets of the Company; (iii) to satisfy or
provide for the satisfaction of the Companys obligations
in accordance with Section 281(b) of the DGCL; and
(iv) to distribute all of the remaining funds of the
Company to the holders of the Companys common stock in
complete cancellation or redemption of its stock.
3.
CONVERSION OF ASSETS INTO CASH OR OTHER DISTRIBUTABLE
FORM.
Subject to approval by the board of
directors, the officers, employees and agents of the Company
shall, as promptly as feasible, proceed to collect all sums due
or owing to the Company, to sell and convert into cash any and
all corporate assets and, out of the assets of the Company, to
pay, satisfy and discharge or make adequate provision for the
payment, satisfaction and discharge of all debts and liabilities
of the Company pursuant to Sections 1 and 2 of the third
WHEREAS clause above, including all expenses of the sale of
assets and of the dissolution and liquidation provided for by
this Plan of Liquidation.
4.
RECOVERY OF ASSETS.
In the event that
the Company (or any trustee or receiver for the Company
appointed pursuant to Section 279 of the DGCL) shall
recover any assets or funds belonging to the Company, such funds
shall first be used to satisfy any claims against or obligations
of the Company, and to the extent any assets or funds remain
thereafter, shall be distributed to the stockholders of the
Company in accordance with and subject to the terms of the
Companys amended and restated certificate of incorporation
and the DGCL, and further subject to such terms and conditions
as the board of directors of the Company (or any trustee or
receiver for the Company) may deem appropriate; provided,
however, that nothing herein shall be deemed to preclude the
Company (or any trustee or receiver for the Company) from
petitioning any court of competent jurisdiction for instructions
as to the proper distribution and allocation of any such assets
or funds that may be recovered by or on behalf of the Company.
5.
PROFESSIONAL FEES AND EXPENSES.
It is
specifically contemplated that the board of directors may
authorize, on behalf of the Company, the retention of a law firm
or law firms selected by the board of directors to, among other
things, provide legal services pursuant to, and in connection
with, the indemnification of the Companys officers or
members of the board of directors provided by the Company
pursuant to its amended and restated certificate of
incorporation and bylaws, the DGCL, by contract, or otherwise,
and may authorize the retention of an accounting firm or firms
selected by the board of directors in connection with services
to be rendered to the Company.
In addition, in connection with and for the purpose of
implementing and assuring completion of this Plan of
Liquidation, the Company may, in the sole and absolute
discretion of the board of directors, arrange for the payment of
any brokerage, agency and other fees and expenses of persons
rendering services to the Company in connection with the
collection, sale, exchange or other disposition of the
Companys property and assets and the implementation of
this Plan of Liquidation.
6.
INDEMNIFICATION.
The Company shall
continue to indemnify its officers, directors, employees and
agents in accordance with its amended and restated certificate
of incorporation and bylaws and any contractual arrangements,
for actions taken in connection with this Plan of Liquidation
and the winding up of the affairs of the Company. The board of
directors, in its sole and absolute discretion, is authorized to
obtain and maintain insurance as may be necessary, appropriate
or advisable to cover the Companys obligations hereunder,
including without limitation directors and officers
liability coverage.
A-2
7.
LIQUIDATING TRUST.
The board of
directors may, but is not required to, establish and distribute
assets of the Company to a liquidating trust, which may be
established by agreement in form and substance determined by the
board of directors with one or more trustees selected by the
board of directors. In the alternative, the board of directors
may petition a Court of competent jurisdiction for the
appointment of one more trustees to conduct the liquidation of
the Company, subject to the supervision of the Court. Whether
appointed by an agreement or by the Court, the trustees shall in
general be authorized to take charge of the Companys
property, and to collect the debts and property due and
belonging to the Company, with power to prosecute and defend, in
the name of the Company or otherwise, all such suits as may be
necessary or proper for the foregoing purposes, and to appoint
agents under them and to do all other acts which might be done
by the Company that may be necessary, appropriate or advisable
for the final settlement of the unfinished business of the
Company.
8.
LIQUIDATING DISTRIBUTIONS.
Liquidating
distributions shall be made from time to time after the adoption
of this Plan of Liquidation to the holders of record, at the
close of business on the date of the filing of a Certificate of
Dissolution of the Company, of outstanding shares of common
stock of the Company, pro rata in accordance with the respective
number of shares then held of record; provided that in the
opinion of the board of directors adequate provision has been
made for the payment, satisfaction and discharge of all known,
unascertained or contingent debts, obligations and liabilities
of the Company (including costs and expenses incurred and
anticipated to be incurred in connection with the complete
liquidation of the Company). All determinations as to the time
for and the amount of liquidating distributions shall be made in
the exercise of the absolute discretion of the board of
directors and in accordance with Section 281 of the DGCL.
As provided in Section 12 below, distributions made
pursuant to this Plan of Liquidation shall be treated as made in
complete liquidation of the Company within the meaning of the
Code and the regulations promulgated thereunder.
9.
AMENDMENT OR MODIFICATION OF PLAN OF
LIQUIDATION.
If for any reason the board of
directors determines that such action would be in the best
interests of the Company, it may amend or modify this Plan of
Liquidation and all action contemplated thereunder,
notwithstanding stockholder approval of this Plan of
Liquidation, to the extent permitted by the DGCL; provided,
however, that the Company will not amend or modify this Plan of
Liquidation under circumstances that would require additional
stockholder approval under the DGCL
and/or
the
federal securities laws without complying with such laws.
10.
CANCELLATION OF STOCK AND STOCK
CERTIFICATES.
Following the dissolution of the
Company, the Company shall no longer permit or effect transfers
of any of its stock, except by will, intestate succession or
operation of law.
11.
LIQUIDATION UNDER CODE SECTIONS 331 AND
336.
It is intended that this Plan of Liquidation
shall be a plan of complete liquidation of the Company in
accordance with the terms of Sections 331 and 336 of the
Internal Revenue Code of 1986, as amended (the
Code
). This Plan of Liquidation shall
be deemed to authorize the taking of such action as, in the
opinion of counsel for the Company, may be necessary to conform
with the provisions of said Sections 331 and 336 and the
regulations promulgated thereunder, including, without
limitation, the making of an election under Code
Section 336(e), if applicable.
12.
FILING OF TAX FORMS.
The appropriate
officers of the Company are authorized and directed, within
30 days after the effective date of this Plan of
Liquidation, to execute and file a United States Treasury
Form 966 pursuant to Section 6043 of the Code and such
additional forms and reports with the Internal Revenue Service
as may be necessary or appropriate in connection with this Plan
of Liquidation and the carrying out thereof.
A-3
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
PROXY
GRUBB & ELLIS REALTY ADVISORS, INC.
500 WEST MONROE STREET
SUITE 2800
CHICAGO, ILLINOIS 60661
SPECIAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF GRUBB & ELLIS REALTY ADVISORS, INC.
The undersigned stockholder of Grubb & Ellis Realty Advisors, Inc. (the Company)
acknowledges receipt of the Notice of Special Meeting of Stockholders of the Company and hereby
appoints C. Michael Kojaian or Richard W. Pehlke, and each of them, and each with full power of
substitution, to act as attorneys and proxies for the undersigned to vote all the shares of common
stock of the Company which the undersigned is entitled to vote at the Special Meeting of
Stockholders of the Company to be held at the offices of Zukerman Gore & Brandeis, LLP, 875 Third
Avenue,
28
th
Floor, New York, New York 10022 on April 14, 2008, at 10:00
a.m., Eastern Daylight Savings Time, and at all postponements or adjournments thereof, as indicated on this proxy.
THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED. THIS PROXY WILL BE VOTED AS
DIRECTED. IF NO DIRECTIONS ARE GIVEN WITH RESPECT TO A PROPOSAL, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL. THE COMPANYS BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE
PROPOSALS SHOWN ON THE REVERSE SIDE.
(Continued and to be signed on reverse side)
PROXY
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTIONS ARE GIVEN WITH RESPECT TO A
PROPOSAL, THIS PROXY WILL BE VOTED FOR THE PROPOSAL. THE COMPANYS BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR EACH OF THE PROPOSALS.
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For
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Against
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Abstain
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1. To approve the dissolution of the Company and the Plan Of Liquidation
submitted to Stockholders at the Special
Meeting.
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2. To permit the Companys Board Of Directors or its Chairman, in
their discretion, to adjourn or postpone
the Special Meeting if necessary for
further solicitation of proxies if there
are not sufficient votes at the originally
scheduled time of the Special Meeting to
approve the foregoing proposal.
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Mark Here
For Address Change And Note Below:
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New Address:
PLEASE MARK, DATE AND RETURN THIS PROXY PROMPTLY.
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SIGNATURE
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DATE
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SIGNATURE
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DATE
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PRINT
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PRINT
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Sign exactly as name appears on this proxy card. If shares are held jointly, each holder
should sign. Executors, administrators, trustees, guardians, attorneys and agents should give their
full titles. If the stockholder is a corporation, sign in full name by an authorized officer.
Grubb & Ellis Realty Advisors, (AMEX:GAV)
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De May 2024 a Jun 2024
Grubb & Ellis Realty Advisors, (AMEX:GAV)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024