"This positions us well to build on the strengths of our service and investment capabilities with increased operating flexibility."
Holders of the preferred stock are entitled to voting rights equal to the number of shares of common stock into which the preferred stock is convertible on an "as if" converted basis and, except as otherwise required by law, will vote together with holders of common stock as one class on all matters in which holders of common stock are entitled to vote. Holders of the preferred stock will also have a separate class vote with respect to certain limited matters.
Although this transaction would normally require approval of the company's stockholders according to the rules of the New York Stock Exchange, the NYSE shareholder approval policy provides an exception in those cases where the delay in securing stockholder approval would seriously jeopardize the financial viability of the listed company. In accordance with the NYSE rule providing such exception, the audit committee of the board of directors of the company has approved of the company's reliance on the exception and the Company has submitted an application to the NYSE for approval.
JMP Securities acted as the initial purchaser and sole placement agent on the preferred equity offering.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities (including the shares of common stock into which the securities are convertible) and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Although certain of the purchasers of the preferred stock have the right to have their securities registered, the preferred stock and the underlying common stock issuable upon conversion have not been registered under the Securities Act or any applicable state securities laws and may not be offered or sold in the United States, absent registration or an applicable exemption from such registration requirements.
Additional terms and information with respect to the transaction will be included in a Current Report on Form 8-K and a preliminary proxy statement to be filed with the Securities and Exchange Commission by the company and a final proxy statement to be filed with the SEC and mailed to stockholders.
About Grubb & Ellis Company
Named to The Global Outsourcing 100(TM) in 2009 by the International Association of Outsourcing Professionals(TM), Grubb & Ellis Company (NYSE: GBE) is one of the largest and most respected commercial real estate services and investment companies in the world.