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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">As filed with the Securities and Exchange Commission on December&nbsp;7, 2007
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">REGISTRATION NO. 333-_________<BR>
<BR>
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>GRUBB &#038; ELLIS COMPANY</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>DELAWARE</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>94-1424307</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of <BR>
incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer Identification Number)</TD>
</TR>
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</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>500 West Monroe Street, Suite&nbsp;2800<BR>
Chicago, IL 60661</B><BR>
(Address of principal executive offices)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>GRUBB &#038; ELLIS COMPANY 2006 OMNIBUS EQUITY PLAN</B><BR>
(Full title of the plan)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Mark E. Rose<BR>
Chief Executive Officer<BR>
Grubb &#038; Ellis Company<BR>
500 West Monroe Street, Suite&nbsp;2800<BR>
Chicago, IL 60661<BR>
(312)&nbsp;698-6700</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">(Name, address and telephone number, including area code, of agent for service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Copy to:<BR>
<B>Clifford A. Brandeis, Esq.<BR>
Zukerman Gore &#038; Brandeis, LLP<BR>
875 Third Avenue, 28<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> Floor<BR>
New York, New York 10022<BR>
(212)&nbsp;223-6700</B></DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CALCULATION OF REGISTRATION FEE</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="62%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>Title of securities to</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount to be</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>offering price</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>aggregate offering</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount of</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>be registered</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>registered</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>per share</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>price</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>registration fee</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>

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<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>

<TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock, par value $.01 per share: shares available for<BR>
issuance pursuant to employee benefit plans</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">3,675,004</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$5.06</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">$18,595,520</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">$570.88 <SUP style="font-size: 85%; vertical-align: text-top">(1)</SUP></TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock, par value $.01 per share:<BR>
shares subject to outstanding options</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">1,105,219</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$7.06</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">$7,802,846</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">$239.55 <SUP style="font-size: 85%; vertical-align: text-top">(2)</SUP></TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock, par value $.01 per share:<BR>
shares issued pursuant to employee benefit plans</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">587,341</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$5.06</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">$2,971,945</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">$91.24 <SUP style="font-size: 85%; vertical-align: text-top">(1)</SUP></TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px"><B>Total</B></DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">5,367,564</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">$29,370,311</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">$901.67</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

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</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;Computed in accordance with Rule 457(h) of the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;) &#147; based on the average of the high and low sales price of the Common Stock as
reported on the New York Stock Exchange on December&nbsp;4, 2007.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;Computed in accordance with Rule 457(h) under the Securities Act based on the weighted
average exercise price thereof.
</DIV>

<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPLANATORY STATEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Grubb &#038; Ellis Company 2006 Omnibus Equity Plan (the &#147;Plan&#148;) was adopted by Grubb &#038; Ellis
Company (&#147;Grubb &#038; Ellis&#148; or the &#147;Company&#148;) on September&nbsp;25, 2006, subject to approval by the
stockholders of the Company, which was obtained at the Annual Meeting of Stockholders on November
9, 2006 (the &#147;Adoption Date of the Plan&#148;). The Plan is an amendment, restatement and consolidation
of the following plans previously adopted by the Company: (1)&nbsp;the Company 1990 Amended and Restated
Stock Option Plan (Company&#146;s Registration Statement on Form S-8 filed December&nbsp;19, 1997,
Registration No.&nbsp;333-42741, 2,000,000 shares); (2)&nbsp;the Company 1993 Stock Option Plan for Outside
Directors (Company&#146;s Registration Statement on Form S-8 filed on November&nbsp;12, 1993, Registration
No.&nbsp;333-71484, 50,000 shares); (3)&nbsp;the Company 1998 Stock Option Plan (Company&#146;s Registration
Statement on Form S-8 filed March&nbsp;4, 1999, Registration No.&nbsp;333-73331, 2,250,000 shares); (4)&nbsp;the
Company 2000 Stock Option Plan (Company&#146;s Registration Statement on Form S-8 filed June&nbsp;15, 2001,
Registration No.&nbsp;333-63136, 1,500,000 shares) (collectively, the foregoing stock option plans are
referred to herein as the &#147;Prior Stock Option Plans&#148;); and (5)&nbsp;the Company 2005 Restricted Share
Program (for non-affiliated Board members) (collectively, the Prior Stock Option Plans and the
Company 2005 Restricted Share Program are referred to herein as the &#147;Prior Plans&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan does not increase the number of shares from that previously made available under the
Prior Plans. The total number of shares available for issuance under the Plan reflects the total
of all shares previously made available for issuance under the Prior Stock Option Plans less the
number of shares that have been issued pursuant to the Prior Stock Option Plans. This number of
shares is carried forward to, and deemed covered by, this Registration Statement. The Plan
provides for the issuance of options, restricted stock, stock appreciation rights, other
stock-based awards, performance awards and cash awards to key employees and outside directors,
independent contractors or other consultants.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This registration statement also includes a reoffer prospectus. The reoffer prospectus may be
utilized for reoffering and resales on a continuous or a delayed basis in the future of up to
587,341 shares of common stock that constitute &#147;control securities&#148; and/or &#147;restricted securities&#148;
that have been issued prior to or issuable after the filing of this registration statement. The
reoffer prospectus does not contain all of the information included in the registration statement,
certain items of which are contained in schedules and exhibits to the registration statement as
permitted by the rules and regulations of the Securities and Exchange Commission (the &#147;SEC&#148;).
Statements contained in this reoffer prospectus as to the contents of any agreement, instrument or
other document referred to are not necessarily complete. With respect to each such agreement,
instrument or other document filed as an exhibit to the registration statement, we refer you to the
exhibit for a more complete description of the
matter involved, and each such statement shall be deemed qualified in its entirety by this reference.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART I</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified in Part&nbsp;I of Form S-8 are not required to be filed with the SEC either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to the Note to Part&nbsp;I
of Form S-8 and Rule&nbsp;424 under the Securities Act. The information required in the Section 10(a)
prospectus is included in documents being maintained and delivered by the Company as required by
Part&nbsp;I of Form S-8 and by Rule&nbsp;428 under the Securities Act.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>587,341 Shares</B>
</DIV>
<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>GRUBB
&amp; ELLIS COMPANY</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Common Stock</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This reoffer prospectus relates to 587,341 restricted shares of our common stock, par value
$.01 per share, which may be offered for sale from time to time by certain stockholders of Grubb &#038;
Ellis Company, as described under the caption &#147;Selling Stockholders&#148;. These stockholders are
current or former directors, officers or employees of ours. We will not receive any proceeds from
the sale of shares of common stock pursuant to this reoffer prospectus. The selling stockholders
acquired the common stock pursuant to employee benefit plans as defined in Rule&nbsp;405 under
Regulation&nbsp;C of the Securities Act of 1933, as amended (the &#147;Securities Act&#148;), and these
stockholders may resell all, a portion, or none of the shares of common stock from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock are &#147;control securities&#148; and/or &#147;restricted securities&#148; under the
Securities Act, before their sale under this reoffer prospectus. This reoffer prospectus has been
prepared for the purpose of registering the shares under the Securities Act to allow for future
sales by selling stockholders, on a continuous or delayed basis, to the public without restriction.
Each stockholder that sells shares of our common stock pursuant to this reoffer prospectus may be
deemed to be an &#147;underwriter&#148; within the meaning of the Securities Act. Any commissions received
by a broker or dealer in connection with resales of shares may be deemed to be underwriting
commissions or discounts under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should read this reoffer prospectus and any accompanying prospectus supplement carefully
before you make your investment decision. The sales may occur in transactions on the New York
Stock Exchange at prevailing market prices or in negotiated transactions. We will not receive any
proceeds from any of these sales. We are paying the expenses incurred in registering the shares,
but all selling and other expenses incurred by each of the selling stockholders will be borne by
that stockholder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investing
in the common stock involves risks. See &#147;Risk Factors&#148; beginning on page&nbsp;7.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is listed on the New York Stock Exchange under the trading symbol &#147;GBE&#148;. The
last reported sale price of our common stock on the New York Stock
Exchange on December 6, 2007
was $6.42&nbsp;per share.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">The
date of this reoffer prospectus is December 7, 2007
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>TABLE OF CONTENTS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="90%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101">DOCUMENTS INCORPORATED BY REFERENCE</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102">AVAILABLE INFORMATION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#103">CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#104">THE COMPANY</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#105">RISK FACTORS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#106">USE OF PROCEEDS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#107">SELLING STOCKHOLDERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#108">PLAN OF DISTRIBUTION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">17</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#109">LEGAL MATTERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">17</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#110">EXPERTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">17</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left">
<!-- /TOC -->
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->i<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>DOCUMENTS INCORPORATED BY REFERENCE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are incorporating by reference certain information that we have filed with the Securities
and Exchange Commission (&#147;SEC&#148; or the &#147;Commission&#148;) under the informational requirements of the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), which means that we disclose
important information to you by referring you to another document filed separately with the SEC.
The information contained in the documents we are incorporating by reference is considered to be
part of this reoffer prospectus and the information that we later file with the SEC will
automatically update and supersede the information contained or incorporated by reference into this
reoffer prospectus. We are incorporating by reference:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our annual report on Form 10-K for the fiscal year ended June&nbsp;30, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our quarterly report on Form 10-Q for the fiscal quarter ended September&nbsp;30, 2007; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our current reports on Form 8-K, which we filed with the SEC
on August&nbsp;2, 2007, September&nbsp;28, 2007 and October&nbsp;4, 2007.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents that we subsequently file pursuant to Section&nbsp;13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent that a statement
contained in this registration statement, or in any other subsequently filed document that also is
or is deemed to be incorporated by reference in this registration statement, modifies or supersedes
such prior statement. Any statement contained in this registration statement shall be deemed to be
modified or superseded to the extent that a statement contained in a subsequently filed document
that is or is deemed to be incorporated by reference in this registration statement modifies or
supersedes such prior statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will provide without charge to each person to whom a reoffer prospectus is delivered, upon
written or oral request by such person, a copy of any or all of the documents that have been
incorporated by reference in this registration statement but not delivered with the reoffer
prospectus. Written requests should be sent to:
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">Grubb &#038; Ellis Company<BR>
500 West Monroe Street<BR>
Suite&nbsp;2800<BR>
Chicago, Illinois 60661

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Oral requests should be made by telephoning (312)&nbsp;698-6700.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->1<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AVAILABLE INFORMATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to the information requirements of the Exchange Act. Accordingly, we file
annual, quarterly and current reports, proxy statements and other information with the SEC. We
also furnish our stockholders, annual reports, which include financial statements audited by our
independent registered public accounting firm and other reports which the law requires us to send
to our stockholders. The public may read and copy any reports, proxy statements or other
information that we file at the SEC&#146;s public reference room at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain information on the public reference room by
calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from
commercial documents retrieval services and at the web site maintained by the SEC at
&#147;http://www.sec.gov.&#148; You may obtain a copy of any of these documents at no cost, by writing or
telephoning us:
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">Grubb &#038; Ellis Company<BR>
500 West Monroe Street<BR>
Suite&nbsp;2800<BR>
Chicago, Illinois 60661<BR>
Phone: (312)&nbsp;698-6700

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also make available on our website (www.grubb-ellis.com), free of charge, our annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as soon as
practical after we file these reports with the SEC.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is listed on the New York Stock Exchange under the symbol &#147;GBE.&#148; You can
inspect and copy reports, proxy statements and other information about us at the NYSE&#146;s offices at
20 Broad Street, New York, New York 10005.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the SEC a registration statement on Form S-8 under the Securities Act with
respect to the shares offered by this reoffer prospectus. This reoffer prospectus does not contain
all of the information in the registration statement. You will find more information about us and
our common stock in the registration statement. Any statements made in this reoffer prospectus
concerning the provisions of legal documents are not necessarily complete and you should read the
documents which are filed as exhibits to the registration statement or otherwise filed with the
SEC.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should only rely on the information included or incorporated by reference in this reoffer
prospectus or any supplement. We have not authorized anyone else to provide you with different
information. The common stock is not being offered in any state where the offer is not permitted.
You should not assume that the information in this reoffer prospectus or any supplement is accurate
as of any date other than the date on the front of this reoffer prospectus.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->2<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CAUTIONARY STATEMENT REGARDING<BR>
FORWARD-LOOKING STATEMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This reoffer prospectus and the documents incorporated by reference herein contain certain
forward-looking information about Grubb &#038; Ellis and its wholly owned subsidiary, NNN Realty
Advisors, Inc. (&#147;NNN Realty Advisors&#148;) that is intended to be covered by the safe harbor for
&#147;forward-looking statements&#148; provided by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not historical facts. Words such as &#147;expect,&#148;
believe,&#148; &#147;will,&#148; &#147;may,&#148; &#147;anticipate,&#148; &#147;plan,&#148; &#147;estimate,&#148; &#147;intend,&#148; &#147;should,&#148; &#147;can,&#148; &#147;likely,&#148;
&#147;could&#148; and similar expressions are intended to identify forward-looking statements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following factors, among other things, could cause actual results to differ from any
express or implied forward-looking statements in this document:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>risks and uncertainties discussed and identified in public filings with the SEC made by
Grubb &#038; Ellis;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the businesses of Grubb &#038; Ellis and its subsidiary, NNN Realty Advisors, may not be
integrated successfully or as quickly as expected subsequent to the merger of the two
companies;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the revenues and synergies and other benefits from the merger may not be realized or may
take longer to realize than expected;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the merger may involve unexpected costs;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the strength of the economy in general or in the markets served by the Company,
including markets in Texas and California;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>risks relating to compliance with, or changes in, government regulation and legislation,
including, but not limited to, changes in the applicable tax code;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>risks relating to identification of, and competition for, growth and expansion
opportunities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>risks related to the Company&#146;s ability to attract new customers and retain existing
customers;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>risks relating to exposure to liabilities in excess of insurance;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>risks relating to adverse developments in the real estate industry generally, including,
but not limited to, developments in any investigation related to the industry that may be
conducted by governmental authorities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>risks relating to adverse resolution of existing or future lawsuits or investigations or
regulatory developments;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>other unknown or unpredictable factors also could have material adverse effects on
future results, performance or achievements of the combined company;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>those factors listed in &#147;Risk Factors&#148; beginning on
page&nbsp;7;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>decline in the volume of real estate transactions and prices of real estate;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>general economic slowdown or recession in the real estate markets;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company&#146;s ability to attract and retain qualified personnel;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>liquidation and dissolution of G&#038;E Realty Advisors, an affiliate of Grubb &#038; Ellis;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>limitations imposed by the Company&#146;s senior secured credit facility;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>risks associated with strategic alliances and acquisitions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>social, political and economic risks of doing business in foreign countries;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>industry competition;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>seasonal revenue;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>liabilities arising from environmental laws and regulations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>dependence on the success of real estate investment programs for generating revenue and
raising new capital;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>dependence on third-party securities broker-dealers to raise the capital to fund certain
of the Company&#146;s programs;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a change or revocation of the applicable tax code which provides for the current
tenant-in-common structure and benefits;</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->3<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a failure to satisfy requirements for favorable tax treatment of certain of the
Company&#146;s programs;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>fluctuation in cash flow or earnings as a result of any co-investments, especially in
the event the Company is required to make future capital contributions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>risks related to the real estate industry in general, including risks related to
potential increases in interest rates and tenant defaults and declines in real estate
values and rental and occupancy rates; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the overall capital markets in general, and for businesses in the Company&#146;s industry in
particular.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Readers are cautioned not to place undue reliance on these forward-looking statements which speak
only as of the date hereof or, in the case of statements incorporated by reference, on the date of
the document incorporated by reference. Except to the extent required by applicable law or
regulation, the Company does not undertake any obligation to update or publish revised
forward-looking statements to reflect events or circumstances after the date hereof or the date of
the forward-looking statements or to reflect the occurrence of unanticipated events.
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->4<!-- /Folio -->
</DIV>




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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>THE COMPANY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Grubb &#038; Ellis Company, a Delaware corporation organized in 1980, was founded nearly 50&nbsp;years
ago in Northern California, is one of the most recognized full service commercial real estate
services firms in the United States. Grubb &#038; Ellis generated revenue of approximately $513.3
million and income from continuing operations of approximately $3.5&nbsp;million for the most recent
fiscal year ended June&nbsp;30, 2007. Grubb &#038; Ellis reported a loss from continuing operations of $3.98
per share for the fiscal year ended June&nbsp;30, 2007 as a result of a $105.3&nbsp;million charge related to
the redemption of its preferred stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Drawing on the resources of nearly 5,500 real estate professionals, including a brokerage
sales force of approximately 1,800 brokers nationwide in Grubb &#038; Ellis&#146; and its affiliates&#146;
offices, Grubb &#038; Ellis and its affiliates combine local market knowledge with a national service
network to provide innovative, customized solutions for real estate owners, corporate occupants and
investors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Grubb &#038; Ellis, through its owned and affiliate locations, has one of the largest domestic
footprints in the real estate services industry with a network of over 115 offices (including over
50 owned by Grubb &#038; Ellis and over 65 affiliate offices), allowing it to execute locally in all
primary markets and key secondary and tertiary markets throughout the United States on behalf of
its clients. This local market presence enables Grubb &#038; Ellis to deliver a full range of commercial
real estate services to corporate and institutional clients with multiple real estate needs,
including complete outsourcing solutions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Grubb &#038; Ellis has the capability to provide services at every stage of the real estate
process, including, but not limited to, strategic planning, feasibility studies and site selection,
leasing, property and facilities management, construction management, lease administration,
acquisitions and dispositions. Grubb &#038; Ellis&#146; clients include many <I>Fortune 500 </I>companies as well as
institutional and private investors, retailers, government and academic institutions and other
owners and occupiers of office and industrial space.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Whether executing for a client with a single location or one with facilities in multiple
regions, Grubb &#038; Ellis professionals offer local market expertise and strategic insight into real
estate decisions. This advice is supported by a network of approximately 90 research professionals,
who produce in-depth market research, plus additional market research generated by its affiliate
offices. In addition, this advice is also supported by specialty practice groups focusing on
industry segments including office, industrial, retail, private capital, institutional investment
and land.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NNN Realty Advisors, which became the Company&#146;s wholly owned subsidiary pursuant to a merger
effected in December, 2007, referred to as the merger, is a full-service commercial real estate
asset management and services firm. NNN Realty Advisors sponsors real estate investment programs to
provide investors with the opportunity to engage in tax-deferred exchanges of real property and to
invest in other real estate investment vehicles. NNN Realty Advisors raises capital for these
programs through an extensive network of broker-dealer relationships. NNN Realty Advisors also
structures, acquires, manages and disposes of real estate for these programs, earning fees for each
of these services. NNN Realty Advisors is a sponsor of securitized tenant in common, or TIC,
programs, marketed as securities. NNN Realty Advisors also sponsors and advises public non-traded
real estate investment trusts, or REITs, and real estate investment funds.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NNN Realty Advisors&#146; TIC programs are structured in reliance on Section&nbsp;1031 of the Internal
Revenue Code, which allows for the deferral of gain recognition on the sale of investment or
business property if a number of conditions are satisfied. The tax that would otherwise be
recognized in a taxable sale is deferred until the replacement property is sold in a taxable
transaction. A public non-traded REIT is an SEC-registered REIT that does not list its common stock
on a national securities exchange. NNN Realty Advisors registers REIT offerings with the SEC so
that it can sell to a large number of investors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of June&nbsp;30, 2007, NNN Realty Advisors provided management services for a diverse portfolio
of 172 properties, encompassing approximately 36&nbsp;million square feet of office, healthcare office,
multi-family and retail properties in 28 states that were purchased for approximately $5.0&nbsp;billion
in the aggregate. Since its inception in 1998, NNN Realty Advisors, and its predecessor
subsidiaries, raised over $2.8&nbsp;billion of equity capital for its programs from approximately 25,000
investors. For the year ended December&nbsp;31, 2006, NNN Realty Advisors generated pro forma revenue of
$135.4&nbsp;million, pro forma income from continuing operations of $9.5&nbsp;million, and
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">pro forma basic and diluted earnings per share of NNN Realty Advisors&#146; common stock of $0.35.
These pro forma earnings per diluted share reflects pro forma historical income from continuing
operations divided by shares outstanding as of December&nbsp;31, 2006, without giving effect to the
merger.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NNN Realty Advisors was organized as a corporation in the State of Delaware in September&nbsp;2006
to acquire each of Triple Net Properties, LLC, Triple Net Properties Realty, Inc. and NNN Capital
Corp. in order to bring the businesses conducted by these companies under one corporate umbrella.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RISK FACTORS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Risks Related to Our Business</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>You should carefully consider the following risk factors together with other information in
this reoffer prospectus prior to making an investment decision.</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>The combined company may be unable to successfully integrate Grubb&#038; Ellis&#146; and NNN Realty
Advisors&#146; operations or to realize the anticipated benefits of the merger which could have a
material adverse effect on the business and results of operations and result in a decline in value
of Grubb &#038; Ellis common stock.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Achieving the anticipated benefits of the merger will depend in part upon the success of the
two companies integrating their businesses in an efficient and effective manner. The companies may
not be able to accomplish this integration process smoothly or successfully and integration may
result in additional and unforeseen expenses. The necessity of coordinating geographically
separated organizations, systems and facilities and addressing possible differences in business
backgrounds, corporate cultures and management philosophies may increase the difficulties of
integration. The companies operate numerous systems, including those involving management
information, accounting and finance, sales, billing, employee benefits, payroll and regulatory
compliance.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>A downturn in the general economy or the real estate market would harm the Company&#146;s business.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s business is negatively impacted by periods of economic slowdown or recession,
rising interest rates and declining demand for real estate. These economic conditions could have a
number of effects, including the following:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD>&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
<TD></TD>
    <TD colspan="4">a decline in acquisition, disposition and leasing activity with a corresponding reduction
in fees from these services;</TD>
<TD></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
<TD></TD>
<TD></TD>
<TD></TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
<TD></TD>
    <TD colspan="4">increase in interest rates;</TD>
<TD></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
<TD></TD>
<TD></TD>
<TD></TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
<TD></TD>
    <TD colspan="4">a decline in the supply of capital invested in commercial real estate; and</TD>
<TD></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
<TD></TD>
<TD></TD>
<TD></TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
<TD></TD>
    <TD colspan="4">a decline in the value of real estate and in rental rates, which would cause the Company
to realize lower revenue from:</TD>
<TD></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
<TD></TD>
<TD></TD>
<TD></TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
<TD></TD>
    <TD width="1%"><B>&#149;</B></TD>
    <TD width="1%"></TD>
    <TD>property management fees, which in certain cases are calculated as a percentage of the
revenue of the property under management; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
<TD></TD>
<TD></TD>
<TD></TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
<TD></TD>
    <TD width="1%"><B>&#149;</B></TD>
    <TD width="1%"></TD>
    <TD>commissions or fees derived from property valuation, sales and leasing, which are typically
based on the value, sale price or lease revenue commitment, respectively.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The real estate market tends to be cyclical and related to the condition of the economy
overall and to the perceptions of investors and users as to the economic outlook. A downturn in the
economy or the real estate markets could have a material adverse effect on the Company&#146;s business
and results of operations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>The Company is in a highly competitive business with numerous competitors, some of which may have
greater financial and operational resources than it does.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company competes in a variety of service disciplines within the commercial real estate
industry. Each of these business areas is highly competitive on a national as well as on a regional
and local level. Grubb &#038; Ellis faces competition not only from other national real estate service
providers, but also from global real estate service providers, boutique real estate advisory firms,
consulting and appraisal firms. Depending on the product or service, the Company also faces
competition from other real estate service providers, institutional lenders, insurance companies,
investment banking firms, investment managers and accounting firms, some of which may have greater
financial resources than the Company does. the Company is also subject to competition from other
large national firms and from multi-national firms that have similar service competencies to it.
Although many of the Company&#146;s
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">competitors are local or regional firms that are substantially smaller than it, some of its
competitors are substantially larger than it on a local, regional, national or international basis.
In general, there can be no assurance that Grubb &#038; Ellis will be able to continue to compete
effectively, to maintain current fee levels or margins, or maintain or increase its market share.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Similarly, the Company believes there are only limited barriers to entry in of the business
conducted by its subsidiary, NNN Realty Advisors. Current and future competitors may have more
resources than the Company has. In transaction services, the Company faces competition with other
real estate firms in the acquisition and disposition of properties, and the Company also competes
with other sponsors of real estate investor programs for investors to provide the capital to allow
it to make these investments. The Company also competes against other real estate companies who may
be chosen by a broker-dealer as an investment platform instead of it. In management services, the
Company competes with other property managers for viable tenants for the Company&#146;s programs&#146;
properties. The Company faces competition from institutions that provide or arrange for other types
of financing through private or public offerings of equity or debt and from traditional bank
financings. The number and activities of the Company&#146;s competitors in the business in which NNN
Realty Advisors is engaged could have a material adverse effect on its financial condition and
results of operations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>Increasing competition for the acquisition of real estate may impede the Company&#146;s ability to make
future acquisitions which would reduce the fees the Company generates from these programs and
could adversely affect the Company&#146;s operating results and financial condition.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The commercial real estate industry is highly competitive on an international, national and
regional level. The Company&#146;s programs face competition from REITs, institutional pension plans,
and other public and private real estate companies and private real estate investors for the
acquisition of properties and for raising capital to create programs to make these acquisitions.
Competition may prevent the Company&#146;s programs from acquiring desirable properties or increase the
price they must pay for real estate. In addition, the number of entities and the amount of funds
competing for suitable investment properties may increase, resulting in increased demand and
increased prices paid for these properties. If the Company&#146;s programs pay higher prices for
properties, investors may experience a lower return on investment and be less inclined to invest in
the Company&#146;s next program which may decrease the Company&#146;s profitability. Increased competition
for properties may also preclude the Company&#146;s programs from acquiring properties that would
generate the most attractive returns to investors or may reduce the number of properties the
Company&#146;s programs could acquire, which could have an adverse effect on the Company&#146;s business.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>As a service-oriented company, the Company depends on key personnel, and the loss of its current
personnel or its failure to hire and retain additional personnel could harm its business.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company depends on its ability to attract and retain highly skilled personnel. The Company
believes that its future success in developing its business and maintaining a competitive position
will depend in large part on its ability to identify, recruit, hire, train, retain and motivate
highly skilled executive, managerial, sales, marketing and customer service personnel. Competition
for these personnel is intense, and the Company may not be able to successfully recruit, assimilate
or retain sufficiently qualified personnel. The Company&#146;s ability to attract new employees may be
limited by certain restrictions in its senior secured credit facility, including limitations on
cash bonus payments to new hires and may only make cash payments that exceed those limits if it
receives approval from the administrative agent, which cannot be guaranteed. The Company&#146;s failure
to recruit and retain necessary executive, managerial, sales, marketing and customer service
personnel could harm its business and its ability to obtain new customers.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>The Company&#146;s quarterly operating results are likely to fluctuate due to the seasonal nature of
its transaction services business and may fail to meet expectations, which may cause the price of
its securities to decline.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Historically, prior to the merger with NNN Realty Advisors, the majority of the Company&#146;s
revenue has been derived from the transaction services that it provides. Such services are
typically subject to seasonal fluctuations. The Company typically experienced its lowest quarterly
revenue in the quarter ending March&nbsp;31 of each year with higher and more consistent revenue in the
quarters ending June&nbsp;30 and September&nbsp;30. The quarter ending December&nbsp;31 has historically provided
the highest quarterly level of revenue due to increased activity caused by the desire of clients to
complete transactions by calendar year-end. However, the Company&#146;s non-variable operating expenses,
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">which are treated as expenses when incurred during the year, are relatively constant in total
dollars on a quarterly basis. As a result, since a high proportion of these operating expenses are
fixed, declines in revenue have historically disproportionately affected the Company&#146;s operating
results in a quarter. In addition, the Company&#146;s quarterly operating results have fluctuated in the
past and will likely continue to fluctuate in the future. If the Company&#146;s quarterly operating
results fail to meet expectations, the price of the Company&#146;s securities could fluctuate or decline
significantly.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>If the properties that the Company manages fail to perform, then its business and results of
operations could be harmed.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s success partially depends upon the performance of the properties it manages. The
revenue the Company generates from its property management business is generally a percentage of
aggregate rent collections from the properties. The performance of these properties will depend
upon the following factors, among others, many of which are partially or completely outside of the
Company&#146;s control:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company&#146;s ability to attract and retain creditworthy tenants;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the magnitude of defaults by tenants under their respective leases;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company&#146;s ability to control operating expenses;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>governmental regulations, local rent control or stabilization ordinances which are in, or
may be put into, effect;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>various uninsurable risks;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>financial conditions prevailing generally and in the areas in which these properties are
located;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the nature and extent of competitive properties; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the general real estate market.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These or other factors may negatively impact the properties that the Company manages, which
could have a material adverse effect on its business and results of operations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>A significant amount of the Company&#146;s revenue is derived from fees earned through the transaction
structuring and property management of its TIC programs, which programs rely primarily on
Section 1031 of the Internal Revenue Code to provide for deferral of capital gains taxes to make
these programs attractive. A change in this tax code section or a complete revocation of this
section as it relates specifically to TICs could result in a loss of a significant part of the
Company&#146;s business, and as a result, a significant amount of revenue.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1031 of the Internal Revenue Code provides for the deferral of capital gains taxes
which would ordinarily arise from the sale of real estate through a tax-deferred exchange of
property, which defers the recognition of capital gains tax until such time as the replacement
property is sold in a taxable transaction. These transactions are referred to as 1031 exchanges. In
2002, the Internal Revenue Service, or IRS, issued advance ruling guidelines outlining the
requirements for properly structured TIC arrangements, which the Company believes validate the TIC
structure generally and as it employs it. However, as recently as May&nbsp;2006, the Senate Finance
Committee proposed a bill in the negotiations over the budget reconciliation tax-cutting package to
modify Section&nbsp;1031 treatment for TICs as a way to raise additional tax revenue. The proposal was
unsuccessful, but the Company cannot provide assurance that in the future there will not be
attempts to limit or disallow the tax deferral benefits for TIC transactions. If the Company were
no longer able to structure TIC programs as 1031 exchanges for its investors, it would lose a
significant amount of revenue in the future, which would materially affect its results of
operations. Moreover, any attempt to limit or disallow the tax deferral benefits of the 1031
exchange generally would have a material adverse effect on the real estate industry generally and
on the Company&#146;s business and results of operations.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>A significant amount of the Company&#146;s programs are structured to provide favorable tax treatment
to investors or REITs. If a program fails to satisfy the requirements necessary to permit this
favorable tax treatment, the Company could be subject to claims by investors and its reputation
for structuring these transactions would be negatively affected, which would have an adverse
effect on its financial condition and results of operations.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company structures TIC programs and public non-traded REITs to provide favorable tax
treatment to investors. For example, its TIC investors are able to defer the recognition of gain on
sale of investment or business property if they enter into a 1031 exchange. Similarly, qualified
REITs generally are not subject to federal income tax at corporate rates, which permits REITs to
make larger distributions to investors (<I>i.e. </I>without reduction for federal income tax imposed at
the corporate level). If the Company fails to properly structure a TIC transaction or if a REIT
fails to satisfy the complex requirements for qualification and taxation as a REIT under the
Internal Revenue Code, the Company could be subject to claims by investors as a result of
additional tax they may be required to pay or because they are unable to receive the distributions
they expected at the time they made their investment. In addition, any failure to satisfy
applicable tax regulations in structuring its programs would negatively affect the Company&#146;s
reputation, which would in turn affect its ability to earn additional fees from new programs.
Claims by investors could lead to losses and any reduction in the Company&#146;s fees would have a
material adverse effect on its revenues.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>The Company depends upon its programs&#146; tenants to pay rent, and their inability to pay rent may
substantially reduce the fees the Company receives which are based on gross rental amounts.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s TIC programs are subject to varying degrees of risk that generally arise from
the ownership of real estate. For example, the income the Company is able to generate from the
management fees of these programs is derived from the gross rental income on such properties. The
rental income depends upon the ability of the tenants of the programs&#146; properties to generate
enough income to make their lease payments. Changes beyond the Company&#146;s control may adversely
affect the tenants&#146; ability to make lease payments or could require them to terminate their leases.
Either an inability to make lease payments or a termination of one or more leases could reduce the
management fees received. These changes include, among others, the following:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>downturns in national or regional economic conditions where the Company&#146;s programs&#146;
properties are located, which generally will negatively impact the demand and rental rates;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in local market conditions such as an oversupply of properties, including space
available by sublease or new construction, or a reduction in demand for properties in the
Company&#146;s programs, making it more difficult for the Company&#146;s programs to lease space at
attractive rental rates or at all;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>competition from other available properties, which could cause the Company&#146;s programs to
lose current or prospective tenants or cause them to reduce rental rates; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in federal, state or local regulations and controls affecting rents, prices of
goods, interest rates, fuel and energy consumption.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Due to these changes, among others, tenants and lease guarantors, if any, may be unable to
make their lease payments.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Defaults by tenants or the failure of any guarantors of tenants&#146; guarantor to fulfill their
obligations, or other early termination of a lease could, depending upon the size of the leased
premises and the Company&#146;s ability as property manager to successfully find a substitute tenant,
have a material adverse effect on the Company&#146;s revenue.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>If the Company fails to comply with laws and regulations applicable to real estate brokerage and
mortgage transactions and other business lines, then it may incur significant financial penalties.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Due to the broad geographic scope of the Company&#146;s operations and the numerous forms of real
estate services performed, it is subject to numerous federal, state and local laws and regulations
specific to the services performed. For example, the brokerage of real estate sales and leasing
transactions requires the Company to maintain brokerage licenses in each state in which it
operates. If the Company fails to maintain its licenses or conduct brokerage
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">activities without a license, then it may be required to pay fines (including treble damages
in certain states) or return commissions received or have licenses suspended. In addition, because
the size and scope of real estate sales transactions have increased significantly during the past
several years, both the difficulty of ensuring compliance with the numerous state licensing regimes
and the possible loss resulting from non-compliance have increased. Furthermore, the laws and
regulations applicable to the Company&#146;s business, both in the United States and in foreign
countries, also may change in ways that increase the costs of compliance. The failure to comply
with both foreign and domestic regulations could result in significant financial penalties which
could have a material adverse effect on the Company&#146;s business and results of operations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>Misconduct by third-party selling broker-dealers or the Company&#146;s sales force, could have a
material adverse effect on its business.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company relies on selling broker-dealers and the Company&#146;s sales force to properly offer
its securities programs to customers in compliance with its selling agreements and with applicable
regulatory requirements. While these persons are responsible for their activities as registered
broker-dealers, their actions may nonetheless result in complaints or legal or regulatory action
against the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>The Company may have liabilities in connection with real estate brokerage and property and
facilities management activities.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a licensed real estate broker, the Company and its licensed employees and independent
contractors that work for it are subject to statutory due diligence, disclosure and
standard-of-care obligations. Failure to fulfill these obligations could subject the Company or its
employees to litigation from parties who purchased, sold or leased properties that the Company or
they brokered or managed. The Company could become subject to claims by participants in real estate
sales claiming that the Company did not fulfill its statutory obligations as a broker.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, in the Company&#146;s property and facilities management businesses, it hires and
supervises third-party contractors to provide construction and engineering services for its managed
properties. While the Company&#146;s role is limited to that of a supervisor, it may be subject to
claims for construction defects or other similar actions. Adverse outcomes of property and
facilities management litigation could have a material adverse effect on Grubb &#038; Ellis&#146; business
and results of operations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>The inability to access investors for the Company&#146;s programs through broker-dealers or other
intermediaries could have a material adverse effect on its business.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s ability to source capital for its programs depends significantly on access to
the client base of securities broker-dealers and other financial investment intermediaries that may
offer competing investment products. The Company believes that its future success in developing its
business and maintaining a competitive position will depend in large part on its ability to
continue to maintain these relationships as well as finding additional securities broker-dealers to
facilitate offerings by its programs or to find investors for the Company&#146;s TIC programs. The
Company cannot be sure that it will continue to gain access to these channels. In addition,
competition for capital is intense, and the Company may not be able to obtain the capital required
to complete a program. The inability to have this access could have a material adverse effect on
its business and results of operations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>The termination of any of the Company&#146;s broker-dealer relationships, especially given the limited
number of key broker-dealers, could have a material adverse effect on its business.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company securities programs are sold through third-party broker-dealers who are members of
its selling group. While the Company has established relationships with its selling group, it is
required to enter into a new agreement with each member of the selling group for each new program
it offers. In addition, the Company&#146;s programs may be removed from a selling broker-dealer&#146;s
approved program list at any time for any reason. The Company cannot assure the continued
participation of existing members of its selling group nor can the Company make an assurance that
its selling group will expand. While the Company continues to diversify and add new investment
channels for its programs, a significant portion of the growth in recent years in the number of TIC
programs it sponsors and in its REITs has been as a result of capital raised by a relatively
limited number of broker-
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">dealers. Loss of any of these key broker-dealer relationships, or the failure to develop new
relationships to cover the Company&#146;s expanding business through new investment channels, could have
a material adverse effect on its business and results of operations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>The Company may be required to repay loans the Company guaranteed that were used to finance
properties acquired by the Company&#146;s programs.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From time to time prior to the merger NNN Realty Advisors provided certain guarantees of loans
for properties under management. As of June&nbsp;30, 2007, there were 128 loans for properties under
management that were guaranteed, with approximately $3.1&nbsp;billion in total principal outstanding
secured by properties with a total aggregate purchase price of approximately $4.2&nbsp;billion. Of the
approximate $3.1&nbsp;billion total principal outstanding guaranteed approximately $27.8&nbsp;million was in
the form of mezzanine debt and approximately $29.0&nbsp;million was other recourse guarantees. If the
Company is called upon to satisfy a substantial portion of these guarantees, the Company&#146;s
operating results and financial condition could be materially harmed.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>Prior credits of fees for certain of NNN Realty Advisors&#146; TIC programs could result in claims by
some of the investors in those programs.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Historically, NNN Realty Advisors has on occasion reduced the investment cost for some, but
not all, investors in the same TIC program by crediting all or a portion of its fees for the real
estate acquisition or financing for the TIC program, and the Company may do so again in the future.
The purpose in doing so has been to improve projected investment returns and attract TIC investors.
As a result of these credits, in some of NNN Realty Advisors&#146; prior TIC programs investors have
different investment costs per percentage ownership interest in the relevant property. While NNN
Realty Advisors&#146; offering materials for prior TIC programs disclosed the possibility that NNN
Realty Advisors might offer credits for specific types of fees on a selective basis to some, but
not all, TIC investors, they did not disclose all of the categories of fees for which NNN Realty
Advisors actually provided credits. Consequently, investors in these programs who did not initially
receive the credits could bring claims against the Company for rescission of their investment, fee
credits or otherwise. NNN Realty Advisors has modified the disclosure in its offering materials for
current and future TIC programs to make clear that it may credit any or all categories of its fees
in a program on a selective basis to some, but not all, TIC investors in the same program; that
these credits may be made on a disproportionate basis; and that the credit provided to a particular
investor may exceed the fees allocated to that investor.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>Illiquidity of real estate investments could significantly impede the Company&#146;s ability to respond
to adverse changes in the performance of the Company&#146;s programs&#146; properties and harm the Company&#146;s
financial condition.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because real estate investments are relatively illiquid, the Company&#146;s ability to promptly
facilitate a sale of one or more properties or investments in the Company&#146;s programs in response to
changing economic, financial and investment conditions may be limited. In particular, these risks
could arise from weakness in the market for a property, changes in the financial condition or
prospects of prospective purchasers, changes in regional, national or international economic
conditions, and changes in laws, regulations or fiscal policies of jurisdictions in which the
property is located. Fees from the disposition of properties would be materially affected if the
Company were unable to facilitate a significant number of property dispositions for the Company&#146;s
programs.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>Uninsured and underinsured losses may adversely affect operations.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company carries commercial general liability, fire and extended coverage insurance with
respect to the Company&#146;s programs&#146; properties. The Company obtains coverage that has policy
specifications and insured limits that the Company believes are customarily carried for similar
properties. The Company cannot assure you, however, that particular risks that are currently
insurable will continue to be insurable on an economic basis or that current levels of coverage
will continue to be available. In addition, the Company generally does not obtain insurance against
certain risks, such as floods.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Should a property sustain damage or an occupant sustain an injury, the Company may incur
losses due to insurance deductibles, co-payments on insured losses or uninsured losses. In the
event of a substantial property loss
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">or personal injury, the insurance coverage may not be sufficient to pay the full damages. In
the event of an uninsured loss, the Company could lose some or all of its capital investment, cash
flow and anticipated profits related to one or more properties. Inflation, changes in building
codes and ordinances, environmental considerations, and other factors also might make it not
feasible to use insurance proceeds to replace a property after it has been damaged or destroyed.
Under these circumstances, the insurance proceeds the Company receives, if any, might not be
adequate to restore the Company&#146;s economic position with respect to the property. In the event of a
significant loss at one or more of the properties in the Company&#146;s programs, the remaining
insurance under the applicable policy, if any, could be insufficient to adequately insure the
remaining properties. In this event, securing additional insurance, if possible, could be
significantly more expensive than the current policy. A loss at any of these properties or an
increase in premium as a result of a loss could decrease the income from or value of properties
under management in the Company&#146;s programs, which in turn would reduce the fees the Company
receives from these programs. Any decrease or loss in fees could have a material adverse effect on
the Company&#146;s financial condition or results of operations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>Environmental regulations may adversely impact the Company&#146;s business or cause the Company to
incur costs for cleanup of hazardous substances or wastes or other environmental liabilities.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Federal, state and local laws and regulations impose various environmental zoning
restrictions, use controls, and disclosure obligations which impact the management, development,
use, and/or sale of real estate. These laws and regulations tend to discourage sales activities
with respect to some properties, and by decreasing or delaying those transactions may adversely
affect the results of operations and financial condition of the Company&#146;s business. In addition, a
failure by the Company or one of the Company&#146;s programs to disclose environmental concerns in
connection with a real estate disposition may subject the Company to liability to a buyer or lessee
of property.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, in the Company&#146;s role as a property manager, the Company could incur liability
under environmental laws for the investigation or remediation of hazardous or toxic substances or
wastes at properties the Company currently or formerly managed, or at off-site locations where
wastes from such properties were disposed. This liability can be imposed without regard for the
lawfulness of the original disposal activity, or the Company&#146;s knowledge of, or fault for, the
release or contamination. Further, liability under some of these laws may be joint and several,
meaning that one liable party could be held responsible for all costs related to a contaminated
site. The Company could also be held liable for property damage or personal injury claims alleged
to result from environmental contamination, or from asbestos-containing materials, mold or
lead-based paint present at the properties we manage. Similarly, the Company is obliged, under the
debt financing arrangements on the properties owned by the Company&#146;s TIC programs, to provide an
indemnity to the lenders for environmental liabilities and to remediate any environmental problems
that might arise. Insurance for these matters may not be available.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain requirements governing the removal or encapsulation of asbestos-containing materials,
as well as recently enacted local ordinances obligating property managers to inspect for and remove
lead-based paint in certain buildings, could increase the Company&#146;s costs of legal compliance and
potentially subject the Company to violations or claims. Further, mold contamination has been
linked to a number of health problems, which has resulted in litigation from tenants seeking
various remedies. There can be no assurance that the Company&#146;s programs will not be subject to
litigation relating to asbestos mold contamination or that any claims would be covered by the
Company&#146;s insurance policy.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Risks Related to the Ownership of Our Securities</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>Delaware law and provisions of the Company&#146;s amended and restated certificate of incorporation and
restated bylaws contain provisions that could delay, deter or prevent a change of control.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The anti-takeover provisions of Delaware law impose various impediments on the ability or
desire of a third party to acquire control of the Company, even if a change of control would be
beneficial to its existing stockholders, and the Company will be subject to these Delaware
anti-takeover provisions. Additionally, the Company&#146;s amended and restated certificate of
incorporation and its restated bylaws contain provisions that might enable its management to resist
a proposed takeover of the Company. These provisions could discourage, delay or prevent a change of
control of the Company or an acquisition of the Company at a price that its stockholders may find
attractive. These provisions also may discourage proxy contests and make it more difficult for the
Company&#146;s stockholders to elect
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">directors and take other corporate actions. The existence of these provisions could limit the
price that investors might be willing to pay in the future for shares of the Company&#146;s common
stock. The provisions include:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the authority of the Company&#146;s board to issue, without stockholder approval, preferred
stock with such terms as the Company&#146;s board may determine (see risk factor directly below);</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the authority of the Company&#146;s board to adopt, amend or repeal the combined company&#146;s
bylaws; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a prohibition on holders of less than a majority of the Company&#146;s outstanding shares of
capital stock calling a special meeting of the Company&#146;s stockholders.</TD>
</TR>

</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>The Company will have the ability to issue blank check preferred stock, which could adversely
affect the voting power and other rights of the holders of its common stock.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Even though the Company does not currently have any preferred stock issued and outstanding, it
has the right to issue so-called &#147;blank check&#148; preferred stock, which may affect the voting rights
of holders of common stock and could deter or delay an attempt to obtain control of the Company.
The Company&#146;s board of directors is authorized, without any further stockholder approval, to issue
one or more additional series of preferred stock. The Company will be authorized to fix and state
the voting rights, powers, designations, preferences and relative participation or other special
rights of each such series of preferred stock and any qualifications, limitations and restrictions
thereon. Preferred stock typically ranks prior to the common stock with respect to dividend rights,
liquidation preferences, or both, and may have full, limited, or expanded voting rights.
Accordingly, additional issuances of preferred stock could further adversely affect the voting
power and other rights of the holders of common stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>Grubb &#038; Ellis has registration rights outstanding, which could have a negative impact on its share
price if exercised.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to Grubb &#038; Ellis&#146; registration rights agreement with Kojaian Ventures, L.L.C. and
Kojaian Holdings, LLC, these entities could, in the future, cause the combined company to file
additional registration statements with respect to its shares of common stock, which could have a
negative impact on the combined company&#146;s share price.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>Future sales of the Company&#146;s common stock could adversely affect its stock price.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon the closing of the merger in December, 2007, an aggregate of 23,633,752 shares of the
Company&#146;s common stock will be &#147;restricted securities&#148; as that term is defined by Rule&nbsp;144 of the
Securities Act, and may be sold only in compliance with Rule&nbsp;144 of the Securities Act or pursuant
to an effective registration statement. Such restricted securities will be held by the combined
company&#146;s directors, officers, and their affiliates and 22,993,889 are currently eligible for sale
in accordance with Rule&nbsp;144. Ordinarily, under Rule&nbsp;144, a person who is an &#147;affiliate&#148; (as that
term is defined in Rule&nbsp;144) and has beneficially owned restricted securities for a period of one
year may, every three months, sell in brokerage transactions an amount that does not exceed the
greater of (1)&nbsp;one percent of the outstanding class of such securities, or (2)&nbsp;the average weekly
trading volume in such securities on all national exchanges and/or reported through the automated
quotation system of a registered securities association during the four weeks prior to the filing
of a notice of sale by a securities holder. A person who is not a combined company affiliate who
beneficially owns restricted securities is also subject to the foregoing volume limitations but
may, after the expiration of two years, sell unlimited amounts of such securities under certain
circumstances. Possible or actual sales of its outstanding common stock by its stockholders under
Rule&nbsp;144 could cause the price of its common stock to decline.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, as of the closing of the merger, there will be an aggregate of 1,802,954 combined
company shares subject to issuance upon the exercise of outstanding options. Accordingly, these
shares will be available for sale in the open market, subject to vesting restrictions, and, in the
case of affiliates, certain volume limitations. The sale of shares either present to the exercise
of outstanding options or as a consequence of the application of the vesting of certain restricted
stock could also cause the price of the combined company&#146;s common stock to decline.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>The New York Stock Exchange may delist the Company&#146;s&#146; common stock from quotation on its exchange
which could limit stockholders&#146; ability to make transactions in its common stock and subject it to
additional trading restrictions.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company cannot provide assurance that its common stock will continue to be listed on the
New York Stock Exchange in the future. If the New York Stock Exchange delists the Company&#146;s common
stock from trading on its exchange, then the Company could face significant material adverse
consequences, including:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a limited availability of market quotations for the Company&#146;s common stock;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a more limited amount of news and analyst coverage for the Company;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a decreased ability to issue additional common stock, other securities or obtain
additional financing in the future; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a decreased ability of the Company&#146;s stockholders to sell their common stock in certain
states.</TD>
</TR>

</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>The Company has a staggered board, which may entrench management and discourage unsolicited
stockholder proposals that may be in the best interests of stockholders.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s charter provides that its board of directors be divided into three classes, each
of which will generally serve for a term of three years with only one class of directors being
elected in each year. As a result, at any annual meeting, only a minority of the board of directors
will be considered for election. Since the combined company&#146;s &#147;staggered board&#148; would prevent its
stockholders from replacing a majority of its board of directors at any annual meeting, it may
entrench management and discourage unsolicited stockholder proposals that may be in the best
interests of stockholders.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B><I>The Company will not be required to furnish a report on its internal control over financial
reporting until December&nbsp;2008.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although Grubb &#038; Ellis, prior to the merger with NNN Realty Advisors, was required to furnish
a report on its internal control over financial reporting pursuant to the SEC&#146;s rules under Section
404 of the Sarbanes-Oxley Act of 2002 as part of the Annual Reports that it files on Form 10-K, as
a consequence of the merger, the Company will not be required to furnish this report until it files
its Annual Report on Form 10-K for its fiscal year ending December&nbsp;31, 2008. As a result, the
Company&#146;s stockholders may have less information available to them about the effectiveness of the
combined company&#146;s internal control over financial reporting than it otherwise would have regarding
the effectiveness of the Company&#146;s internal control over financial reporting.
</DIV>
<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>USE OF PROCEEDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any of the proceeds from the sale of shares which may be sold by this
reoffer prospectus. All expenses of registration incurred in connection with this offering are
being borne by us, but all selling and other expenses incurred by a selling stockholder will be
borne by the selling stockholder.
</DIV>
<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SELLING STOCKHOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The 587,341 shares of our common stock to which this reoffer prospectus relates is comprised
of 587,341 restricted shares and are being registered for reoffers and resales by our directors,
officers and employees named below, who acquired the shares pursuant to one of our &#147;employee
benefit plans&#148; as that term is defined in Rule&nbsp;405 of Regulation&nbsp;C under the Securities Act. The
selling stockholders may resell all, a portion, or none of the shares of common stock from time to
time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The inclusion in the table of the individuals named therein shall not be deemed to be an
admission that any such individual is one of our affiliates.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Information regarding the selling stockholders, including the number of shares offered for
sale, may change from time to time and any changed information will be set forth in a prospectus
supplement to the extent required. The address of each selling stockholder is care of Grubb &#038;
Ellis Company, 500 West Monroe Street, Suite&nbsp;1800, Chicago, Illinois, 60661.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="22%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="42%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Number of</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Number of shares</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Number of</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">shares</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">to be beneficially</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">shares of</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">covered by</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">owned if all shares</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left">Name of Selling</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">beneficially</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">this reoffer</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">offered hereby</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Stockholder</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Position with Grubb &#038; Ellis</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">owned(2)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">prospectus</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">are sold(3)</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Mark E. Rose (1)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Executive Officer and Director (1)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">294,891</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">294,891</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">500,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Maureen Ehrenberg</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President and President,</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Global Client Services</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">84,746</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">84,746</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">137,022</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em; background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Robert Osbrink</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President and President,</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Transaction Services</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">69,278</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">69,278</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em">
    <TD><DIV style="margin-left:15px; text-indent:-15px">David Arena</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President, New York Region</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em; background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Estate of
R. David Anacker</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,954</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,954</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Anthony G. Antone(5)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,245</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,245</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em; background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Robert J. McLaughlin</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,245</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,245</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Rodger D. Young</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,245</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,245</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em; background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">F. Joseph Moravec(5)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,737</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,737</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>




<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>No longer an officer or director of the Company upon the consummation
of the merger of Grubb &#038; Ellis and NNN Realty Advisors.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Gives effect to the consummation of the merger of Grubb &#038; Ellis and
NNN Realty Advisors, which accelerates the vesting of all restricted
shares, other than those held by David Arena.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Represents options to purchase shares of common stock under &#147;employee
benefit plans&#148; as defined in Rule&nbsp;405 of Regulation&nbsp;C of the
Securities Act that are exercisable within sixty (60)&nbsp;days of the date
of this prospectus, except with respect to David Arena, which
represents shares of restricted stock that vest in 20,000 installments
on each of 3/13/08 and 3/13/09.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Anacker is a former director of the Company.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(5)</TD>
    <TD>&nbsp;</TD>
    <TD>No longer a director of the Company upon the consummation of the
merger of Grubb &#038; Ellis and NNN Realty Advisors.</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any selling stockholder may from time to time sell under this prospectus any or all of the
shares of common stock owned by it. Because the selling stockholder is not obligated to sell any
or all of the shares of common stock held by it, we cannot estimate the number of shares of common
stock that the selling stockholder will beneficially own after this offering.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock covered by this reoffer prospectus are being registered by us for
the account of the selling stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock offered hereby may be sold from time to time directly by or on
behalf of the selling stockholder in or one more transactions on the New York Stock Exchange or on
any stock exchange on which the common stock may be listed at the time of sale, in privately
negotiated transactions, or through a combination of such methods, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at fixed prices (which may be
changed) or at negotiated prices. The selling stockholder may sell shares through one or more
agents, brokers or dealers or directly to purchasers. Such brokers or dealers may receive
compensation in the form of commissions, discounts or concessions from the selling stockholders
and/or purchasers of the shares or both. Such compensation as to a particular broker or dealer may
be in excess of customary commissions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with their sales, a selling stockholder and any participating broker or dealer
may be deemed to be &#147;underwriters&#148; within the meaning of the Securities Act, and any commissions
they receive and the proceeds of any sale of shares may be deemed to be underwriting discounts and
commissions under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are bearing all costs relating to the registration of the shares of common stock. Any
commissions or other fees payable to broker-dealers in connection with any sale of the shares will
be borne by the selling stockholder or other party selling such shares. In order to comply with
certain states&#146; securities laws, if applicable, the shares may be sold in such jurisdictions only
through registered or licensed brokers or dealers. In certain states, the shares may not be sold
unless the shares have been registered or qualified for sale in such state, or unless an exemption
from registration or qualification is available and is obtained or complied with. Sales of the
shares must also be made by the selling stockholders in compliance with all other applicable state
securities laws and regulations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to any shares sold hereunder, selling stockholders may sell shares of common stock
in compliance with Rule&nbsp;144. There is no assurance that the selling stockholders will sell all or
a portion of the common stock offered hereby.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities in connection with the
offering of the shares arising under the Securities Act of 1933.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have notified the selling stockholders of the need to deliver a copy of this prospectus in
connection with any sale of the shares.
</DIV>
<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LEGAL MATTERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the shares of common stock which are originally offered under the Registration
Statement of which this prospectus forms a part will be passed upon for us by Zukerman Gore &#038;
Brandeis, LLP.
</DIV>
<DIV align="left">
<A name="110"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of Grubb &#038; Ellis Company included in Grubb &#038; Ellis
Company&#146;s Annual Report (Form 10-K) for the year ended June&nbsp;30, 2007 have been audited by Ernst &#038;
Young LLP, independent registered public accounting firm, as set forth in their reports thereon,
included therein, and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the authority of such firm
as experts in accounting and auditing.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->17<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 14pt; margin-top: 6pt"><B>GRUBB &amp; ELLIS COMPANY<BR>
<BR>
587,341 Shares<BR>
<BR>
of<BR>
<BR>
Common Stock</B>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by the Company with the Commission are incorporated herein by
reference:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The Company&#146;s Annual Report on Form 10-K for the fiscal year ended June&nbsp;30, 2007;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The Company&#146;s Quarterly Report on Form 10-Q for the final quarter ended September
30, 2007;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) The Company&#146;s current reports on Form 8-K filed on August&nbsp;2, 2007, September&nbsp;28,
2007 and October&nbsp;4, 2007; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) The description of common stock set forth in the Registrant&#146;s Registration
Statement on Form S-1 and all amendments thereto (File
No.&nbsp;333-133659).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all reports and documents filed by the Registrant pursuant to Sections&nbsp;13(a), 13
(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;),
subsequent to the date hereof and prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered hereby have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will provide without charge to each person to whom a reoffer prospectus is delivered, upon
written or oral request by such person, a copy of any or all documents that have been incorporated
by reference in this registration statement but not delivered with the reoffer prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 4. DESCRIPTION OF SECURITIES.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Not applicable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">None.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the General Corporation Law of the State of Delaware authorizes a corporation
to indemnify its directors, officers, employees and agents against expenses (including attorneys&#146;
fees), judgments, fines and amounts paid in settlement reasonably incurred, including liabilities
under the Securities Act, provided they act in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe their conduct was unlawful, although in the case of
proceedings brought by or on behalf of the corporation, such indemnification is limited to expenses
and is not permitted if the individual is adjudged liable to the corporation (unless the Delaware
Court of Chancery or the court in which such proceeding was brought determines otherwise in
accordance with the General Corporation Law of the State of Delaware). Section&nbsp;102 of the General
Corporation Law of the State of Delaware authorizes a corporation to limit or eliminate its
directors&#146; liability to the corporation or its stockholders for monetary damages for breaches of
fiduciary duties, other than for (i)&nbsp;breaches of the duty of loyalty, (ii)&nbsp;acts or omissions not in
good faith or that involve intentional misconduct or knowing violations of law, (iii)&nbsp;unlawful
payments of dividends, stock purchases or redemptions or (iv)&nbsp;transactions from which a director
derives an improper personal benefit. In addition, Section&nbsp;145 of the General Corporation Law of
the State of Delaware authorizes a corporation to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation against any
liability asserted against and incurred by such person in any such capacity, or arising out of such
person&#146;s status as such.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;X of the Company&#146;s Restated Certificate of Incorporation provides as follows:
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->II-1<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;The Corporation shall, to the full extent permitted by any applicable law, including without
limitation the General Corporation Law of the State of Delaware as amended from time to time,
indemnify each director and officer, present or former, of the Corporation (as defined in the
General Corporation Law of the State of Delaware) whom it may indemnify pursuant to such applicable
law. The foregoing shall not be construed to limit the powers of the Board of Directors to provide
any other rights of indemnity which it may deem appropriate.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;A director of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except for liability
(i)&nbsp;for any breach of the director&#146;s duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii)&nbsp;under Section&nbsp;174 of the Delaware General Corporation Law; or (iv)&nbsp;for any
transaction from which the director derived an improper personal benefit.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.01(a) and (d)&nbsp;of the Company&#146;s Amended and Restated By-Laws provides as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Right to Indemnification. (a)&nbsp;Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter, a &#147;proceeding&#148;), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a director, officer or
employee of the Corporation or, as a director, officer of employee of the Corporation, is or was
serving at the request of the Corporation as a director, officer or employee of another corporation
or of a partnership, joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action in an official
capacity as a director, officer or employee, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that
such amendment permit the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all expense, liability and
loss (including attorneys&#146; fees, judgments, fines, ERISA excise taxes or penalties and amounts paid
or to be paid in settlement) reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to such person who has ceased to be a
director, officer or employee and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in paragraph (b)&nbsp;hereof, the
corporation shall indemnify any such person seeking indemnification in connection with a proceeding
(or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized
by the Board of Directors of the Corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires, the payment of such expenses
incurred by such person in his or her capacity as a director or officer (and not any other capacity
in which service was or is rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final disposition of a
proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf
of such person, to repay all amount so advanced if it shall ultimately be determined that such
person is not entitled to be indemnified under this Section or otherwise. The Corporation may, by
action of its Board of Directors, provide indemnification and advance expenses to any agent of the
Corporation with the same scope and effect as the foregoing indemnification of directors, officers
and employees.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;(d) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and
any director, officer or employee of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant has entered into indemnification agreements with each of its directors and
executive officers, which also provide indemnification against certain liabilities, including
certain liabilities under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company currently maintains directors&#146; and officers&#146; liability insurance in the form of
policies which provide for coverage of liabilities up to a maximum amount of $20&nbsp;million per policy
year (subject to certain minimum initial payments by the Company in some circumstances). The
policies insure directors and officers for liabilities incurred in connection with or on behalf of
the Company, except for losses incurred on account of certain specified liabilities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The securities that are to be reoffered or resold pursuant to this registration statement were
issued pursuant to an employment or other arrangement or transactions that were exempt from
registration pursuant to Section&nbsp;4(2) of the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 8. EXHIBITS.</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">4.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Restated Certificate of Incorporation of Grubb &#038; Ellis, incorporated herein by
reference to Exhibit&nbsp;3.2 to Grubb &#038; Ellis&#146; Annual Report on Form 10-K filed on
March&nbsp;31, 1995</TD>
</TR>

</TABLE>
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->II-2<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">4.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amendment to the Restated Certificate of Incorporation of Grubb &#038; Ellis as filed
with the Delaware Secretary of State on December&nbsp;8, 1997, incorporated herein by
reference to Exhibit&nbsp;4.4 to Grubb &#038; Ellis&#146; Registration Statement on From S-8
filed on December&nbsp;19, 1997 (File No.&nbsp;333-42741)</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">4.3</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Bylaws of Grubb &#038; Ellis, as amended and restated effective May&nbsp;31, 2000,
incorporated by reference to Exhibit&nbsp;3.5 to Grubb &#038; Ellis&#146; Annual Report on Form
10-K dated September&nbsp;28, 2000</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">4.4</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Specimen common stock certificate incorporated by reference to Exhibit&nbsp;4.2 to
Grubb &#038; Ellis&#146; Registration Statement on Form S-3 filed on July&nbsp;22, 1994 (File
No.&nbsp;033-54709)</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">4.5</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Grubb &#038; Ellis Company 2006 Omnibus Equity Plan effective as of November&nbsp;9, 2006,
incorporated herein by reference to Appendix&nbsp;A to the Registrant&#146;s Proxy
Statement for the 2006 Annual Meeting of Stockholders filed on October&nbsp;10, 2006</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">5.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Opinion of Zukerman Gore &#038; Brandeis, LLP regarding validity of the shares of
Grubb &#038; Ellis common stock registered hereunder</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">23.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Consent of Counsel (included in Exhibit&nbsp;5.1)</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">23.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Consent of Ernst &#038; Young LLP</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">24.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Power of Attorney (contained on the signature page of this Registration Statement)</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 9. UNDERTAKINGS.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(a)&nbsp;The undersigned Registrant hereby undertakes:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To include any prospectus required by Section&nbsp;10(a)(3) of the Securities
Act of 1933;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20&nbsp;percent change in the maximum aggregate offering price set forth in the
&#147;Calculation of Registration Fee&#148; table in the effective Registration Statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section&nbsp;13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from Registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(b)&nbsp;The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant&#146;s annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(h)&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Security Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->II-3<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Security Act of 1933 and will be governed by the final adjudication of
such issue.
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->II-4<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THE
REGISTRANT.</B> Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on the 7th
day of December, 2007.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="54%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" valign="top" align="left"><B>GRUBB &#038; ELLIS COMPANY</B></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">/s/ Mark E. Rose</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Mark E. Rose</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Executive Officer and Director</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Principal Executive Officer)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Power of Attorney</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Mark E. Rose his true and lawful attorney-in-fact, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and
all amendments, including post-effective amendments, to the Registration Statement, and to file the
Registration Statement, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact may lawfully do or cause to be done by virtue hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates indicated.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Mark E. Rose
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Mark E. Rose
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Chief Executive Officer and Director<br>
(Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December 7, 2007</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Richard W. Pehlke
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Richard W. Pehlke
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Chief Financial Officer<br>
(Principal Financial and Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December 7, 2007</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Anthony G. Antone
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December 7, 2007</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Anthony G. Antone</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ C. Michael Kojaian
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December 7, 2007</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">C. Michael Kojaian</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Robert J. McLaughlin
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December 7, 2007</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Robert J. McLaughlin</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ F. Joseph Moravec
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December 7, 2007</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">F. Joseph Moravec</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December &nbsp;&nbsp;, 2007</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Rodger D. Young</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->II-5<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INDEX TO EXHIBITS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="94%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Restated Certificate of Incorporation of Grubb &#038; Ellis, incorporated herein by
reference to Exhibit&nbsp;3.2 to Grubb &#038; Ellis&#146; Annual Report on Form&nbsp;10-K filed on
March&nbsp;31, 1995</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment to the Restated Certificate of Incorporation of Grubb &#038; Ellis as filed
with the Delaware Secretary of State on December&nbsp;8, 1997, incorporated herein by
reference to Exhibit&nbsp;4.4 to Grubb &#038; Ellis&#146; Registration Statement on From S-8
filed on December&nbsp;19, 1997 (File No.&nbsp;333-42741)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of Grubb &#038; Ellis, as amended and restated effective May&nbsp;31, 2000,
incorporated herein by reference to Exhibit&nbsp;3.5 to Grubb &#038; Ellis&#146; Annual Report
on Form&nbsp;10-K dated September&nbsp;28, 2000</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen common stock certificate incorporated herein by reference to Exhibit&nbsp;4.2
to Grubb &#038; Ellis&#146; Registration Statement on Form&nbsp;S-3 filed on July&nbsp;22, 1994 (File
No.&nbsp;033-54709)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Grubb &#038; Ellis Company 2006 Omnibus Equity Plan effective as of November&nbsp;9, 2006,
incorporated herein by reference to Appendix&nbsp;A to the Registrant&#146;s Proxy
Statement for the 2006 Annual Meeting of Stockholders filed on December&nbsp;10, 2006</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1<SUP style="font-size: 85%; vertical-align: text-top">*</SUP>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Zukerman Gore &#038; Brandeis, LLP regarding validity of the shares of
Grubb &#038; Ellis common stock registered hereunder</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1<SUP style="font-size: 85%; vertical-align: text-top">*</SUP>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Counsel (included in Exhibit&nbsp;5.1)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2<SUP style="font-size: 85%; vertical-align: text-top">*</SUP>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1<SUP style="font-size: 85%; vertical-align: text-top">*</SUP>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (contained on the signature page of this Registration Statement)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Filed herewith.</TD>
</TR>

</TABLE>




<P align="center" style="font-size: 10pt"><!-- Folio -->II-6<!-- /Folio -->
</DIV>




</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "c22119sv8.htm", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 169334}]
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sv8
As filed with the Securities and Exchange Commission on December 7, 2007
REGISTRATION NO. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GRUBB & ELLIS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
94-1424307
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification Number)
500 West Monroe Street, Suite 2800
Chicago, IL 60661
(Address of principal executive offices)
GRUBB & ELLIS COMPANY 2006 OMNIBUS EQUITY PLAN
(Full title of the plan)
Mark E. Rose
Chief Executive Officer
Grubb & Ellis Company
500 West Monroe Street, Suite 2800
Chicago, IL 60661
(312) 698-6700
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Clifford A. Brandeis, Esq.
Zukerman Gore & Brandeis, LLP
875 Third Avenue, 28
th
Floor
New York, New York 10022
(212) 223-6700
CALCULATION OF REGISTRATION FEE
Proposed maximum
Proposed maximum
Title of securities to
Amount to be
offering price
aggregate offering
Amount of
be registered
registered
per share
price
registration fee
Common Stock, par value $.01 per share: shares available for
issuance pursuant to employee benefit plans
3,675,004
$5.06
$18,595,520
$570.88
(1)
Common Stock, par value $.01 per share:
shares subject to outstanding options
1,105,219
$7.06
$7,802,846
$239.55
(2)
Common Stock, par value $.01 per share:
shares issued pursuant to employee benefit plans
587,341
$5.06
$2,971,945
$91.24
(1)
Total
5,367,564
$29,370,311
$901.67
(1) Computed in accordance with Rule 457(h) of the Securities Act of 1933, as amended (the
"Securities Act") " based on the average of the high and low sales price of the Common Stock as
reported on the New York Stock Exchange on December 4, 2007.
(2) Computed in accordance with Rule 457(h) under the Securities Act based on the weighted
average exercise price thereof.
EXPLANATORY STATEMENT
The Grubb & Ellis Company 2006 Omnibus Equity Plan (the "Plan") was adopted by Grubb & Ellis
Company ("Grubb & Ellis" or the "Company") on September 25, 2006, subject to approval by the
stockholders of the Company, which was obtained at the Annual Meeting of Stockholders on November
9, 2006 (the "Adoption Date of the Plan"). The Plan is an amendment, restatement and consolidation
of the following plans previously adopted by the Company: (1) the Company 1990 Amended and Restated
Stock Option Plan (Company's Registration Statement on Form S-8 filed December 19, 1997,
Registration No. 333-42741, 2,000,000 shares); (2) the Company 1993 Stock Option Plan for Outside
Directors (Company's Registration Statement on Form S-8 filed on November 12, 1993, Registration
No. 333-71484, 50,000 shares); (3) the Company 1998 Stock Option Plan (Company's Registration
Statement on Form S-8 filed March 4, 1999, Registration No. 333-73331, 2,250,000 shares); (4) the
Company 2000 Stock Option Plan (Company's Registration Statement on Form S-8 filed June 15, 2001,
Registration No. 333-63136, 1,500,000 shares) (collectively, the foregoing stock option plans are
referred to herein as the "Prior Stock Option Plans"); and (5) the Company 2005 Restricted Share
Program (for non-affiliated Board members) (collectively, the Prior Stock Option Plans and the
Company 2005 Restricted Share Program are referred to herein as the "Prior Plans").
The Plan does not increase the number of shares from that previously made available under the
Prior Plans. The total number of shares available for issuance under the Plan reflects the total
of all shares previously made available for issuance under the Prior Stock Option Plans less the
number of shares that have been issued pursuant to the Prior Stock Option Plans. This number of
shares is carried forward to, and deemed covered by, this Registration Statement. The Plan
provides for the issuance of options, restricted stock, stock appreciation rights, other
stock-based awards, performance awards and cash awards to key employees and outside directors,
independent contractors or other consultants.
This registration statement also includes a reoffer prospectus. The reoffer prospectus may be
utilized for reoffering and resales on a continuous or a delayed basis in the future of up to
587,341 shares of common stock that constitute "control securities" and/or "restricted securities"
that have been issued prior to or issuable after the filing of this registration statement. The
reoffer prospectus does not contain all of the information included in the registration statement,
certain items of which are contained in schedules and exhibits to the registration statement as
permitted by the rules and regulations of the Securities and Exchange Commission (the "SEC").
Statements contained in this reoffer prospectus as to the contents of any agreement, instrument or
other document referred to are not necessarily complete. With respect to each such agreement,
instrument or other document filed as an exhibit to the registration statement, we refer you to the
exhibit for a more complete description of the
matter involved, and each such statement shall be deemed qualified in its entirety by this reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 are not required to be filed with the SEC either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to the Note to Part I
of Form S-8 and Rule 424 under the Securities Act. The information required in the Section 10(a)
prospectus is included in documents being maintained and delivered by the Company as required by
Part I of Form S-8 and by Rule 428 under the Securities Act.
587,341 Shares
GRUBB
& ELLIS COMPANY
Common Stock
This reoffer prospectus relates to 587,341 restricted shares of our common stock, par value
$.01 per share, which may be offered for sale from time to time by certain stockholders of Grubb &
Ellis Company, as described under the caption "Selling Stockholders". These stockholders are
current or former directors, officers or employees of ours. We will not receive any proceeds from
the sale of shares of common stock pursuant to this reoffer prospectus. The selling stockholders
acquired the common stock pursuant to employee benefit plans as defined in Rule 405 under
Regulation C of the Securities Act of 1933, as amended (the "Securities Act"), and these
stockholders may resell all, a portion, or none of the shares of common stock from time to time.
The shares of common stock are "control securities" and/or "restricted securities" under the
Securities Act, before their sale under this reoffer prospectus. This reoffer prospectus has been
prepared for the purpose of registering the shares under the Securities Act to allow for future
sales by selling stockholders, on a continuous or delayed basis, to the public without restriction.
Each stockholder that sells shares of our common stock pursuant to this reoffer prospectus may be
deemed to be an "underwriter" within the meaning of the Securities Act. Any commissions received
by a broker or dealer in connection with resales of shares may be deemed to be underwriting
commissions or discounts under the Securities Act.
You should read this reoffer prospectus and any accompanying prospectus supplement carefully
before you make your investment decision. The sales may occur in transactions on the New York
Stock Exchange at prevailing market prices or in negotiated transactions. We will not receive any
proceeds from any of these sales. We are paying the expenses incurred in registering the shares,
but all selling and other expenses incurred by each of the selling stockholders will be borne by
that stockholder.
Investing
in the common stock involves risks. See "Risk Factors" beginning on page 7.
Our common stock is listed on the New York Stock Exchange under the trading symbol "GBE". The
last reported sale price of our common stock on the New York Stock
Exchange on December 6, 2007
was $6.42 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this reoffer prospectus is December 7, 2007
TABLE OF CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE
1
AVAILABLE INFORMATION
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
3
THE COMPANY
5
RISK FACTORS
7
USE OF PROCEEDS
15
SELLING STOCKHOLDERS
15
PLAN OF DISTRIBUTION
17
LEGAL MATTERS
17
EXPERTS
17
i
DOCUMENTS INCORPORATED BY REFERENCE
We are incorporating by reference certain information that we have filed with the Securities
and Exchange Commission ("SEC" or the "Commission") under the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which means that we disclose
important information to you by referring you to another document filed separately with the SEC.
The information contained in the documents we are incorporating by reference is considered to be
part of this reoffer prospectus and the information that we later file with the SEC will
automatically update and supersede the information contained or incorporated by reference into this
reoffer prospectus. We are incorporating by reference:
•
our annual report on Form 10-K for the fiscal year ended June 30, 2007;
•
our quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2007; and
•
our current reports on Form 8-K, which we filed with the SEC
on August 2, 2007, September 28, 2007 and October 4, 2007.
All documents that we subsequently file pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent that a statement
contained in this registration statement, or in any other subsequently filed document that also is
or is deemed to be incorporated by reference in this registration statement, modifies or supersedes
such prior statement. Any statement contained in this registration statement shall be deemed to be
modified or superseded to the extent that a statement contained in a subsequently filed document
that is or is deemed to be incorporated by reference in this registration statement modifies or
supersedes such prior statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration statement.
We will provide without charge to each person to whom a reoffer prospectus is delivered, upon
written or oral request by such person, a copy of any or all of the documents that have been
incorporated by reference in this registration statement but not delivered with the reoffer
prospectus. Written requests should be sent to:
Grubb & Ellis Company
500 West Monroe Street
Suite 2800
Chicago, Illinois 60661
Oral requests should be made by telephoning (312) 698-6700.
1
AVAILABLE INFORMATION
We are subject to the information requirements of the Exchange Act. Accordingly, we file
annual, quarterly and current reports, proxy statements and other information with the SEC. We
also furnish our stockholders, annual reports, which include financial statements audited by our
independent registered public accounting firm and other reports which the law requires us to send
to our stockholders. The public may read and copy any reports, proxy statements or other
information that we file at the SEC's public reference room at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain information on the public reference room by
calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from
commercial documents retrieval services and at the web site maintained by the SEC at
"http://www.sec.gov." You may obtain a copy of any of these documents at no cost, by writing or
telephoning us:
Grubb & Ellis Company
500 West Monroe Street
Suite 2800
Chicago, Illinois 60661
Phone: (312) 698-6700
We also make available on our website (www.grubb-ellis.com), free of charge, our annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as soon as
practical after we file these reports with the SEC.
Our common stock is listed on the New York Stock Exchange under the symbol "GBE." You can
inspect and copy reports, proxy statements and other information about us at the NYSE's offices at
20 Broad Street, New York, New York 10005.
We have filed with the SEC a registration statement on Form S-8 under the Securities Act with
respect to the shares offered by this reoffer prospectus. This reoffer prospectus does not contain
all of the information in the registration statement. You will find more information about us and
our common stock in the registration statement. Any statements made in this reoffer prospectus
concerning the provisions of legal documents are not necessarily complete and you should read the
documents which are filed as exhibits to the registration statement or otherwise filed with the
SEC.
You should only rely on the information included or incorporated by reference in this reoffer
prospectus or any supplement. We have not authorized anyone else to provide you with different
information. The common stock is not being offered in any state where the offer is not permitted.
You should not assume that the information in this reoffer prospectus or any supplement is accurate
as of any date other than the date on the front of this reoffer prospectus.
2
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This reoffer prospectus and the documents incorporated by reference herein contain certain
forward-looking information about Grubb & Ellis and its wholly owned subsidiary, NNN Realty
Advisors, Inc. ("NNN Realty Advisors") that is intended to be covered by the safe harbor for
"forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not historical facts. Words such as "expect,"
believe," "will," "may," "anticipate," "plan," "estimate," "intend," "should," "can," "likely,"
"could" and similar expressions are intended to identify forward-looking statements.
The following factors, among other things, could cause actual results to differ from any
express or implied forward-looking statements in this document:
•
risks and uncertainties discussed and identified in public filings with the SEC made by
Grubb & Ellis;
•
the businesses of Grubb & Ellis and its subsidiary, NNN Realty Advisors, may not be
integrated successfully or as quickly as expected subsequent to the merger of the two
companies;
•
the revenues and synergies and other benefits from the merger may not be realized or may
take longer to realize than expected;
•
the merger may involve unexpected costs;
•
the strength of the economy in general or in the markets served by the Company,
including markets in Texas and California;
•
risks relating to compliance with, or changes in, government regulation and legislation,
including, but not limited to, changes in the applicable tax code;
•
risks relating to identification of, and competition for, growth and expansion
opportunities;
•
risks related to the Company's ability to attract new customers and retain existing
customers;
•
risks relating to exposure to liabilities in excess of insurance;
•
risks relating to adverse developments in the real estate industry generally, including,
but not limited to, developments in any investigation related to the industry that may be
conducted by governmental authorities;
•
risks relating to adverse resolution of existing or future lawsuits or investigations or
regulatory developments;
•
other unknown or unpredictable factors also could have material adverse effects on
future results, performance or achievements of the combined company;
•
those factors listed in "Risk Factors" beginning on
page 7;
•
decline in the volume of real estate transactions and prices of real estate;
•
general economic slowdown or recession in the real estate markets;
•
the Company's ability to attract and retain qualified personnel;
•
liquidation and dissolution of G&E Realty Advisors, an affiliate of Grubb & Ellis;
•
limitations imposed by the Company's senior secured credit facility;
•
risks associated with strategic alliances and acquisitions;
•
social, political and economic risks of doing business in foreign countries;
•
industry competition;
•
seasonal revenue;
•
liabilities arising from environmental laws and regulations;
•
dependence on the success of real estate investment programs for generating revenue and
raising new capital;
•
dependence on third-party securities broker-dealers to raise the capital to fund certain
of the Company's programs;
•
a change or revocation of the applicable tax code which provides for the current
tenant-in-common structure and benefits;
3
•
a failure to satisfy requirements for favorable tax treatment of certain of the
Company's programs;
•
fluctuation in cash flow or earnings as a result of any co-investments, especially in
the event the Company is required to make future capital contributions;
•
risks related to the real estate industry in general, including risks related to
potential increases in interest rates and tenant defaults and declines in real estate
values and rental and occupancy rates; and
•
the overall capital markets in general, and for businesses in the Company's industry in
particular.
Readers are cautioned not to place undue reliance on these forward-looking statements which speak
only as of the date hereof or, in the case of statements incorporated by reference, on the date of
the document incorporated by reference. Except to the extent required by applicable law or
regulation, the Company does not undertake any obligation to update or publish revised
forward-looking statements to reflect events or circumstances after the date hereof or the date of
the forward-looking statements or to reflect the occurrence of unanticipated events.
4
THE COMPANY
Grubb & Ellis Company, a Delaware corporation organized in 1980, was founded nearly 50 years
ago in Northern California, is one of the most recognized full service commercial real estate
services firms in the United States. Grubb & Ellis generated revenue of approximately $513.3
million and income from continuing operations of approximately $3.5 million for the most recent
fiscal year ended June 30, 2007. Grubb & Ellis reported a loss from continuing operations of $3.98
per share for the fiscal year ended June 30, 2007 as a result of a $105.3 million charge related to
the redemption of its preferred stock.
Drawing on the resources of nearly 5,500 real estate professionals, including a brokerage
sales force of approximately 1,800 brokers nationwide in Grubb & Ellis' and its affiliates'
offices, Grubb & Ellis and its affiliates combine local market knowledge with a national service
network to provide innovative, customized solutions for real estate owners, corporate occupants and
investors.
Grubb & Ellis, through its owned and affiliate locations, has one of the largest domestic
footprints in the real estate services industry with a network of over 115 offices (including over
50 owned by Grubb & Ellis and over 65 affiliate offices), allowing it to execute locally in all
primary markets and key secondary and tertiary markets throughout the United States on behalf of
its clients. This local market presence enables Grubb & Ellis to deliver a full range of commercial
real estate services to corporate and institutional clients with multiple real estate needs,
including complete outsourcing solutions.
Grubb & Ellis has the capability to provide services at every stage of the real estate
process, including, but not limited to, strategic planning, feasibility studies and site selection,
leasing, property and facilities management, construction management, lease administration,
acquisitions and dispositions. Grubb & Ellis' clients include many
Fortune 500
companies as well as
institutional and private investors, retailers, government and academic institutions and other
owners and occupiers of office and industrial space.
Whether executing for a client with a single location or one with facilities in multiple
regions, Grubb & Ellis professionals offer local market expertise and strategic insight into real
estate decisions. This advice is supported by a network of approximately 90 research professionals,
who produce in-depth market research, plus additional market research generated by its affiliate
offices. In addition, this advice is also supported by specialty practice groups focusing on
industry segments including office, industrial, retail, private capital, institutional investment
and land.
NNN Realty Advisors, which became the Company's wholly owned subsidiary pursuant to a merger
effected in December, 2007, referred to as the merger, is a full-service commercial real estate
asset management and services firm. NNN Realty Advisors sponsors real estate investment programs to
provide investors with the opportunity to engage in tax-deferred exchanges of real property and to
invest in other real estate investment vehicles. NNN Realty Advisors raises capital for these
programs through an extensive network of broker-dealer relationships. NNN Realty Advisors also
structures, acquires, manages and disposes of real estate for these programs, earning fees for each
of these services. NNN Realty Advisors is a sponsor of securitized tenant in common, or TIC,
programs, marketed as securities. NNN Realty Advisors also sponsors and advises public non-traded
real estate investment trusts, or REITs, and real estate investment funds.
NNN Realty Advisors' TIC programs are structured in reliance on Section 1031 of the Internal
Revenue Code, which allows for the deferral of gain recognition on the sale of investment or
business property if a number of conditions are satisfied. The tax that would otherwise be
recognized in a taxable sale is deferred until the replacement property is sold in a taxable
transaction. A public non-traded REIT is an SEC-registered REIT that does not list its common stock
on a national securities exchange. NNN Realty Advisors registers REIT offerings with the SEC so
that it can sell to a large number of investors.
As of June 30, 2007, NNN Realty Advisors provided management services for a diverse portfolio
of 172 properties, encompassing approximately 36 million square feet of office, healthcare office,
multi-family and retail properties in 28 states that were purchased for approximately $5.0 billion
in the aggregate. Since its inception in 1998, NNN Realty Advisors, and its predecessor
subsidiaries, raised over $2.8 billion of equity capital for its programs from approximately 25,000
investors. For the year ended December 31, 2006, NNN Realty Advisors generated pro forma revenue of
$135.4 million, pro forma income from continuing operations of $9.5 million, and
5
pro forma basic and diluted earnings per share of NNN Realty Advisors' common stock of $0.35.
These pro forma earnings per diluted share reflects pro forma historical income from continuing
operations divided by shares outstanding as of December 31, 2006, without giving effect to the
merger.
NNN Realty Advisors was organized as a corporation in the State of Delaware in September 2006
to acquire each of Triple Net Properties, LLC, Triple Net Properties Realty, Inc. and NNN Capital
Corp. in order to bring the businesses conducted by these companies under one corporate umbrella.
6
RISK FACTORS
Risks Related to Our Business
You should carefully consider the following risk factors together with other information in
this reoffer prospectus prior to making an investment decision.
The combined company may be unable to successfully integrate Grubb& Ellis' and NNN Realty
Advisors' operations or to realize the anticipated benefits of the merger which could have a
material adverse effect on the business and results of operations and result in a decline in value
of Grubb & Ellis common stock.
Achieving the anticipated benefits of the merger will depend in part upon the success of the
two companies integrating their businesses in an efficient and effective manner. The companies may
not be able to accomplish this integration process smoothly or successfully and integration may
result in additional and unforeseen expenses. The necessity of coordinating geographically
separated organizations, systems and facilities and addressing possible differences in business
backgrounds, corporate cultures and management philosophies may increase the difficulties of
integration. The companies operate numerous systems, including those involving management
information, accounting and finance, sales, billing, employee benefits, payroll and regulatory
compliance.
A downturn in the general economy or the real estate market would harm the Company's business.
The Company's business is negatively impacted by periods of economic slowdown or recession,
rising interest rates and declining demand for real estate. These economic conditions could have a
number of effects, including the following:
•
a decline in acquisition, disposition and leasing activity with a corresponding reduction
in fees from these services;
•
increase in interest rates;
•
a decline in the supply of capital invested in commercial real estate; and
•
a decline in the value of real estate and in rental rates, which would cause the Company
to realize lower revenue from:
•
property management fees, which in certain cases are calculated as a percentage of the
revenue of the property under management; and
•
commissions or fees derived from property valuation, sales and leasing, which are typically
based on the value, sale price or lease revenue commitment, respectively.
The real estate market tends to be cyclical and related to the condition of the economy
overall and to the perceptions of investors and users as to the economic outlook. A downturn in the
economy or the real estate markets could have a material adverse effect on the Company's business
and results of operations.
The Company is in a highly competitive business with numerous competitors, some of which may have
greater financial and operational resources than it does.
The Company competes in a variety of service disciplines within the commercial real estate
industry. Each of these business areas is highly competitive on a national as well as on a regional
and local level. Grubb & Ellis faces competition not only from other national real estate service
providers, but also from global real estate service providers, boutique real estate advisory firms,
consulting and appraisal firms. Depending on the product or service, the Company also faces
competition from other real estate service providers, institutional lenders, insurance companies,
investment banking firms, investment managers and accounting firms, some of which may have greater
financial resources than the Company does. the Company is also subject to competition from other
large national firms and from multi-national firms that have similar service competencies to it.
Although many of the Company's
7
competitors are local or regional firms that are substantially smaller than it, some of its
competitors are substantially larger than it on a local, regional, national or international basis.
In general, there can be no assurance that Grubb & Ellis will be able to continue to compete
effectively, to maintain current fee levels or margins, or maintain or increase its market share.
Similarly, the Company believes there are only limited barriers to entry in of the business
conducted by its subsidiary, NNN Realty Advisors. Current and future competitors may have more
resources than the Company has. In transaction services, the Company faces competition with other
real estate firms in the acquisition and disposition of properties, and the Company also competes
with other sponsors of real estate investor programs for investors to provide the capital to allow
it to make these investments. The Company also competes against other real estate companies who may
be chosen by a broker-dealer as an investment platform instead of it. In management services, the
Company competes with other property managers for viable tenants for the Company's programs'
properties. The Company faces competition from institutions that provide or arrange for other types
of financing through private or public offerings of equity or debt and from traditional bank
financings. The number and activities of the Company's competitors in the business in which NNN
Realty Advisors is engaged could have a material adverse effect on its financial condition and
results of operations.
Increasing competition for the acquisition of real estate may impede the Company's ability to make
future acquisitions which would reduce the fees the Company generates from these programs and
could adversely affect the Company's operating results and financial condition.
The commercial real estate industry is highly competitive on an international, national and
regional level. The Company's programs face competition from REITs, institutional pension plans,
and other public and private real estate companies and private real estate investors for the
acquisition of properties and for raising capital to create programs to make these acquisitions.
Competition may prevent the Company's programs from acquiring desirable properties or increase the
price they must pay for real estate. In addition, the number of entities and the amount of funds
competing for suitable investment properties may increase, resulting in increased demand and
increased prices paid for these properties. If the Company's programs pay higher prices for
properties, investors may experience a lower return on investment and be less inclined to invest in
the Company's next program which may decrease the Company's profitability. Increased competition
for properties may also preclude the Company's programs from acquiring properties that would
generate the most attractive returns to investors or may reduce the number of properties the
Company's programs could acquire, which could have an adverse effect on the Company's business.
As a service-oriented company, the Company depends on key personnel, and the loss of its current
personnel or its failure to hire and retain additional personnel could harm its business.
The Company depends on its ability to attract and retain highly skilled personnel. The Company
believes that its future success in developing its business and maintaining a competitive position
will depend in large part on its ability to identify, recruit, hire, train, retain and motivate
highly skilled executive, managerial, sales, marketing and customer service personnel. Competition
for these personnel is intense, and the Company may not be able to successfully recruit, assimilate
or retain sufficiently qualified personnel. The Company's ability to attract new employees may be
limited by certain restrictions in its senior secured credit facility, including limitations on
cash bonus payments to new hires and may only make cash payments that exceed those limits if it
receives approval from the administrative agent, which cannot be guaranteed. The Company's failure
to recruit and retain necessary executive, managerial, sales, marketing and customer service
personnel could harm its business and its ability to obtain new customers.
The Company's quarterly operating results are likely to fluctuate due to the seasonal nature of
its transaction services business and may fail to meet expectations, which may cause the price of
its securities to decline.
Historically, prior to the merger with NNN Realty Advisors, the majority of the Company's
revenue has been derived from the transaction services that it provides. Such services are
typically subject to seasonal fluctuations. The Company typically experienced its lowest quarterly
revenue in the quarter ending March 31 of each year with higher and more consistent revenue in the
quarters ending June 30 and September 30. The quarter ending December 31 has historically provided
the highest quarterly level of revenue due to increased activity caused by the desire of clients to
complete transactions by calendar year-end. However, the Company's non-variable operating expenses,
8
which are treated as expenses when incurred during the year, are relatively constant in total
dollars on a quarterly basis. As a result, since a high proportion of these operating expenses are
fixed, declines in revenue have historically disproportionately affected the Company's operating
results in a quarter. In addition, the Company's quarterly operating results have fluctuated in the
past and will likely continue to fluctuate in the future. If the Company's quarterly operating
results fail to meet expectations, the price of the Company's securities could fluctuate or decline
significantly.
If the properties that the Company manages fail to perform, then its business and results of
operations could be harmed.
The Company's success partially depends upon the performance of the properties it manages. The
revenue the Company generates from its property management business is generally a percentage of
aggregate rent collections from the properties. The performance of these properties will depend
upon the following factors, among others, many of which are partially or completely outside of the
Company's control:
•
the Company's ability to attract and retain creditworthy tenants;
•
the magnitude of defaults by tenants under their respective leases;
•
the Company's ability to control operating expenses;
•
governmental regulations, local rent control or stabilization ordinances which are in, or
may be put into, effect;
•
various uninsurable risks;
•
financial conditions prevailing generally and in the areas in which these properties are
located;
•
the nature and extent of competitive properties; and
•
the general real estate market.
These or other factors may negatively impact the properties that the Company manages, which
could have a material adverse effect on its business and results of operations.
A significant amount of the Company's revenue is derived from fees earned through the transaction
structuring and property management of its TIC programs, which programs rely primarily on
Section 1031 of the Internal Revenue Code to provide for deferral of capital gains taxes to make
these programs attractive. A change in this tax code section or a complete revocation of this
section as it relates specifically to TICs could result in a loss of a significant part of the
Company's business, and as a result, a significant amount of revenue.
Section 1031 of the Internal Revenue Code provides for the deferral of capital gains taxes
which would ordinarily arise from the sale of real estate through a tax-deferred exchange of
property, which defers the recognition of capital gains tax until such time as the replacement
property is sold in a taxable transaction. These transactions are referred to as 1031 exchanges. In
2002, the Internal Revenue Service, or IRS, issued advance ruling guidelines outlining the
requirements for properly structured TIC arrangements, which the Company believes validate the TIC
structure generally and as it employs it. However, as recently as May 2006, the Senate Finance
Committee proposed a bill in the negotiations over the budget reconciliation tax-cutting package to
modify Section 1031 treatment for TICs as a way to raise additional tax revenue. The proposal was
unsuccessful, but the Company cannot provide assurance that in the future there will not be
attempts to limit or disallow the tax deferral benefits for TIC transactions. If the Company were
no longer able to structure TIC programs as 1031 exchanges for its investors, it would lose a
significant amount of revenue in the future, which would materially affect its results of
operations. Moreover, any attempt to limit or disallow the tax deferral benefits of the 1031
exchange generally would have a material adverse effect on the real estate industry generally and
on the Company's business and results of operations.
9
A significant amount of the Company's programs are structured to provide favorable tax treatment
to investors or REITs. If a program fails to satisfy the requirements necessary to permit this
favorable tax treatment, the Company could be subject to claims by investors and its reputation
for structuring these transactions would be negatively affected, which would have an adverse
effect on its financial condition and results of operations.
The Company structures TIC programs and public non-traded REITs to provide favorable tax
treatment to investors. For example, its TIC investors are able to defer the recognition of gain on
sale of investment or business property if they enter into a 1031 exchange. Similarly, qualified
REITs generally are not subject to federal income tax at corporate rates, which permits REITs to
make larger distributions to investors (
i.e.
without reduction for federal income tax imposed at
the corporate level). If the Company fails to properly structure a TIC transaction or if a REIT
fails to satisfy the complex requirements for qualification and taxation as a REIT under the
Internal Revenue Code, the Company could be subject to claims by investors as a result of
additional tax they may be required to pay or because they are unable to receive the distributions
they expected at the time they made their investment. In addition, any failure to satisfy
applicable tax regulations in structuring its programs would negatively affect the Company's
reputation, which would in turn affect its ability to earn additional fees from new programs.
Claims by investors could lead to losses and any reduction in the Company's fees would have a
material adverse effect on its revenues.
The Company depends upon its programs' tenants to pay rent, and their inability to pay rent may
substantially reduce the fees the Company receives which are based on gross rental amounts.
The Company's TIC programs are subject to varying degrees of risk that generally arise from
the ownership of real estate. For example, the income the Company is able to generate from the
management fees of these programs is derived from the gross rental income on such properties. The
rental income depends upon the ability of the tenants of the programs' properties to generate
enough income to make their lease payments. Changes beyond the Company's control may adversely
affect the tenants' ability to make lease payments or could require them to terminate their leases.
Either an inability to make lease payments or a termination of one or more leases could reduce the
management fees received. These changes include, among others, the following:
•
downturns in national or regional economic conditions where the Company's programs'
properties are located, which generally will negatively impact the demand and rental rates;
•
changes in local market conditions such as an oversupply of properties, including space
available by sublease or new construction, or a reduction in demand for properties in the
Company's programs, making it more difficult for the Company's programs to lease space at
attractive rental rates or at all;
•
competition from other available properties, which could cause the Company's programs to
lose current or prospective tenants or cause them to reduce rental rates; and
•
changes in federal, state or local regulations and controls affecting rents, prices of
goods, interest rates, fuel and energy consumption.
Due to these changes, among others, tenants and lease guarantors, if any, may be unable to
make their lease payments.
Defaults by tenants or the failure of any guarantors of tenants' guarantor to fulfill their
obligations, or other early termination of a lease could, depending upon the size of the leased
premises and the Company's ability as property manager to successfully find a substitute tenant,
have a material adverse effect on the Company's revenue.
If the Company fails to comply with laws and regulations applicable to real estate brokerage and
mortgage transactions and other business lines, then it may incur significant financial penalties.
Due to the broad geographic scope of the Company's operations and the numerous forms of real
estate services performed, it is subject to numerous federal, state and local laws and regulations
specific to the services performed. For example, the brokerage of real estate sales and leasing
transactions requires the Company to maintain brokerage licenses in each state in which it
operates. If the Company fails to maintain its licenses or conduct brokerage
10
activities without a license, then it may be required to pay fines (including treble damages
in certain states) or return commissions received or have licenses suspended. In addition, because
the size and scope of real estate sales transactions have increased significantly during the past
several years, both the difficulty of ensuring compliance with the numerous state licensing regimes
and the possible loss resulting from non-compliance have increased. Furthermore, the laws and
regulations applicable to the Company's business, both in the United States and in foreign
countries, also may change in ways that increase the costs of compliance. The failure to comply
with both foreign and domestic regulations could result in significant financial penalties which
could have a material adverse effect on the Company's business and results of operations.
Misconduct by third-party selling broker-dealers or the Company's sales force, could have a
material adverse effect on its business.
The Company relies on selling broker-dealers and the Company's sales force to properly offer
its securities programs to customers in compliance with its selling agreements and with applicable
regulatory requirements. While these persons are responsible for their activities as registered
broker-dealers, their actions may nonetheless result in complaints or legal or regulatory action
against the Company.
The Company may have liabilities in connection with real estate brokerage and property and
facilities management activities.
As a licensed real estate broker, the Company and its licensed employees and independent
contractors that work for it are subject to statutory due diligence, disclosure and
standard-of-care obligations. Failure to fulfill these obligations could subject the Company or its
employees to litigation from parties who purchased, sold or leased properties that the Company or
they brokered or managed. The Company could become subject to claims by participants in real estate
sales claiming that the Company did not fulfill its statutory obligations as a broker.
In addition, in the Company's property and facilities management businesses, it hires and
supervises third-party contractors to provide construction and engineering services for its managed
properties. While the Company's role is limited to that of a supervisor, it may be subject to
claims for construction defects or other similar actions. Adverse outcomes of property and
facilities management litigation could have a material adverse effect on Grubb & Ellis' business
and results of operations.
The inability to access investors for the Company's programs through broker-dealers or other
intermediaries could have a material adverse effect on its business.
The Company's ability to source capital for its programs depends significantly on access to
the client base of securities broker-dealers and other financial investment intermediaries that may
offer competing investment products. The Company believes that its future success in developing its
business and maintaining a competitive position will depend in large part on its ability to
continue to maintain these relationships as well as finding additional securities broker-dealers to
facilitate offerings by its programs or to find investors for the Company's TIC programs. The
Company cannot be sure that it will continue to gain access to these channels. In addition,
competition for capital is intense, and the Company may not be able to obtain the capital required
to complete a program. The inability to have this access could have a material adverse effect on
its business and results of operations.
The termination of any of the Company's broker-dealer relationships, especially given the limited
number of key broker-dealers, could have a material adverse effect on its business.
The Company securities programs are sold through third-party broker-dealers who are members of
its selling group. While the Company has established relationships with its selling group, it is
required to enter into a new agreement with each member of the selling group for each new program
it offers. In addition, the Company's programs may be removed from a selling broker-dealer's
approved program list at any time for any reason. The Company cannot assure the continued
participation of existing members of its selling group nor can the Company make an assurance that
its selling group will expand. While the Company continues to diversify and add new investment
channels for its programs, a significant portion of the growth in recent years in the number of TIC
programs it sponsors and in its REITs has been as a result of capital raised by a relatively
limited number of broker-
11
dealers. Loss of any of these key broker-dealer relationships, or the failure to develop new
relationships to cover the Company's expanding business through new investment channels, could have
a material adverse effect on its business and results of operations.
The Company may be required to repay loans the Company guaranteed that were used to finance
properties acquired by the Company's programs.
From time to time prior to the merger NNN Realty Advisors provided certain guarantees of loans
for properties under management. As of June 30, 2007, there were 128 loans for properties under
management that were guaranteed, with approximately $3.1 billion in total principal outstanding
secured by properties with a total aggregate purchase price of approximately $4.2 billion. Of the
approximate $3.1 billion total principal outstanding guaranteed approximately $27.8 million was in
the form of mezzanine debt and approximately $29.0 million was other recourse guarantees. If the
Company is called upon to satisfy a substantial portion of these guarantees, the Company's
operating results and financial condition could be materially harmed.
Prior credits of fees for certain of NNN Realty Advisors' TIC programs could result in claims by
some of the investors in those programs.
Historically, NNN Realty Advisors has on occasion reduced the investment cost for some, but
not all, investors in the same TIC program by crediting all or a portion of its fees for the real
estate acquisition or financing for the TIC program, and the Company may do so again in the future.
The purpose in doing so has been to improve projected investment returns and attract TIC investors.
As a result of these credits, in some of NNN Realty Advisors' prior TIC programs investors have
different investment costs per percentage ownership interest in the relevant property. While NNN
Realty Advisors' offering materials for prior TIC programs disclosed the possibility that NNN
Realty Advisors might offer credits for specific types of fees on a selective basis to some, but
not all, TIC investors, they did not disclose all of the categories of fees for which NNN Realty
Advisors actually provided credits. Consequently, investors in these programs who did not initially
receive the credits could bring claims against the Company for rescission of their investment, fee
credits or otherwise. NNN Realty Advisors has modified the disclosure in its offering materials for
current and future TIC programs to make clear that it may credit any or all categories of its fees
in a program on a selective basis to some, but not all, TIC investors in the same program; that
these credits may be made on a disproportionate basis; and that the credit provided to a particular
investor may exceed the fees allocated to that investor.
Illiquidity of real estate investments could significantly impede the Company's ability to respond
to adverse changes in the performance of the Company's programs' properties and harm the Company's
financial condition.
Because real estate investments are relatively illiquid, the Company's ability to promptly
facilitate a sale of one or more properties or investments in the Company's programs in response to
changing economic, financial and investment conditions may be limited. In particular, these risks
could arise from weakness in the market for a property, changes in the financial condition or
prospects of prospective purchasers, changes in regional, national or international economic
conditions, and changes in laws, regulations or fiscal policies of jurisdictions in which the
property is located. Fees from the disposition of properties would be materially affected if the
Company were unable to facilitate a significant number of property dispositions for the Company's
programs.
Uninsured and underinsured losses may adversely affect operations.
The Company carries commercial general liability, fire and extended coverage insurance with
respect to the Company's programs' properties. The Company obtains coverage that has policy
specifications and insured limits that the Company believes are customarily carried for similar
properties. The Company cannot assure you, however, that particular risks that are currently
insurable will continue to be insurable on an economic basis or that current levels of coverage
will continue to be available. In addition, the Company generally does not obtain insurance against
certain risks, such as floods.
Should a property sustain damage or an occupant sustain an injury, the Company may incur
losses due to insurance deductibles, co-payments on insured losses or uninsured losses. In the
event of a substantial property loss
12
or personal injury, the insurance coverage may not be sufficient to pay the full damages. In
the event of an uninsured loss, the Company could lose some or all of its capital investment, cash
flow and anticipated profits related to one or more properties. Inflation, changes in building
codes and ordinances, environmental considerations, and other factors also might make it not
feasible to use insurance proceeds to replace a property after it has been damaged or destroyed.
Under these circumstances, the insurance proceeds the Company receives, if any, might not be
adequate to restore the Company's economic position with respect to the property. In the event of a
significant loss at one or more of the properties in the Company's programs, the remaining
insurance under the applicable policy, if any, could be insufficient to adequately insure the
remaining properties. In this event, securing additional insurance, if possible, could be
significantly more expensive than the current policy. A loss at any of these properties or an
increase in premium as a result of a loss could decrease the income from or value of properties
under management in the Company's programs, which in turn would reduce the fees the Company
receives from these programs. Any decrease or loss in fees could have a material adverse effect on
the Company's financial condition or results of operations.
Environmental regulations may adversely impact the Company's business or cause the Company to
incur costs for cleanup of hazardous substances or wastes or other environmental liabilities.
Federal, state and local laws and regulations impose various environmental zoning
restrictions, use controls, and disclosure obligations which impact the management, development,
use, and/or sale of real estate. These laws and regulations tend to discourage sales activities
with respect to some properties, and by decreasing or delaying those transactions may adversely
affect the results of operations and financial condition of the Company's business. In addition, a
failure by the Company or one of the Company's programs to disclose environmental concerns in
connection with a real estate disposition may subject the Company to liability to a buyer or lessee
of property.
In addition, in the Company's role as a property manager, the Company could incur liability
under environmental laws for the investigation or remediation of hazardous or toxic substances or
wastes at properties the Company currently or formerly managed, or at off-site locations where
wastes from such properties were disposed. This liability can be imposed without regard for the
lawfulness of the original disposal activity, or the Company's knowledge of, or fault for, the
release or contamination. Further, liability under some of these laws may be joint and several,
meaning that one liable party could be held responsible for all costs related to a contaminated
site. The Company could also be held liable for property damage or personal injury claims alleged
to result from environmental contamination, or from asbestos-containing materials, mold or
lead-based paint present at the properties we manage. Similarly, the Company is obliged, under the
debt financing arrangements on the properties owned by the Company's TIC programs, to provide an
indemnity to the lenders for environmental liabilities and to remediate any environmental problems
that might arise. Insurance for these matters may not be available.
Certain requirements governing the removal or encapsulation of asbestos-containing materials,
as well as recently enacted local ordinances obligating property managers to inspect for and remove
lead-based paint in certain buildings, could increase the Company's costs of legal compliance and
potentially subject the Company to violations or claims. Further, mold contamination has been
linked to a number of health problems, which has resulted in litigation from tenants seeking
various remedies. There can be no assurance that the Company's programs will not be subject to
litigation relating to asbestos mold contamination or that any claims would be covered by the
Company's insurance policy.
Risks Related to the Ownership of Our Securities
Delaware law and provisions of the Company's amended and restated certificate of incorporation and
restated bylaws contain provisions that could delay, deter or prevent a change of control.
The anti-takeover provisions of Delaware law impose various impediments on the ability or
desire of a third party to acquire control of the Company, even if a change of control would be
beneficial to its existing stockholders, and the Company will be subject to these Delaware
anti-takeover provisions. Additionally, the Company's amended and restated certificate of
incorporation and its restated bylaws contain provisions that might enable its management to resist
a proposed takeover of the Company. These provisions could discourage, delay or prevent a change of
control of the Company or an acquisition of the Company at a price that its stockholders may find
attractive. These provisions also may discourage proxy contests and make it more difficult for the
Company's stockholders to elect
13
directors and take other corporate actions. The existence of these provisions could limit the
price that investors might be willing to pay in the future for shares of the Company's common
stock. The provisions include:
•
the authority of the Company's board to issue, without stockholder approval, preferred
stock with such terms as the Company's board may determine (see risk factor directly below);
•
the authority of the Company's board to adopt, amend or repeal the combined company's
bylaws; and
•
a prohibition on holders of less than a majority of the Company's outstanding shares of
capital stock calling a special meeting of the Company's stockholders.
The Company will have the ability to issue blank check preferred stock, which could adversely
affect the voting power and other rights of the holders of its common stock.
Even though the Company does not currently have any preferred stock issued and outstanding, it
has the right to issue so-called "blank check" preferred stock, which may affect the voting rights
of holders of common stock and could deter or delay an attempt to obtain control of the Company.
The Company's board of directors is authorized, without any further stockholder approval, to issue
one or more additional series of preferred stock. The Company will be authorized to fix and state
the voting rights, powers, designations, preferences and relative participation or other special
rights of each such series of preferred stock and any qualifications, limitations and restrictions
thereon. Preferred stock typically ranks prior to the common stock with respect to dividend rights,
liquidation preferences, or both, and may have full, limited, or expanded voting rights.
Accordingly, additional issuances of preferred stock could further adversely affect the voting
power and other rights of the holders of common stock.
Grubb & Ellis has registration rights outstanding, which could have a negative impact on its share
price if exercised.
Pursuant to Grubb & Ellis' registration rights agreement with Kojaian Ventures, L.L.C. and
Kojaian Holdings, LLC, these entities could, in the future, cause the combined company to file
additional registration statements with respect to its shares of common stock, which could have a
negative impact on the combined company's share price.
Future sales of the Company's common stock could adversely affect its stock price.
Upon the closing of the merger in December, 2007, an aggregate of 23,633,752 shares of the
Company's common stock will be "restricted securities" as that term is defined by Rule 144 of the
Securities Act, and may be sold only in compliance with Rule 144 of the Securities Act or pursuant
to an effective registration statement. Such restricted securities will be held by the combined
company's directors, officers, and their affiliates and 22,993,889 are currently eligible for sale
in accordance with Rule 144. Ordinarily, under Rule 144, a person who is an "affiliate" (as that
term is defined in Rule 144) and has beneficially owned restricted securities for a period of one
year may, every three months, sell in brokerage transactions an amount that does not exceed the
greater of (1) one percent of the outstanding class of such securities, or (2) the average weekly
trading volume in such securities on all national exchanges and/or reported through the automated
quotation system of a registered securities association during the four weeks prior to the filing
of a notice of sale by a securities holder. A person who is not a combined company affiliate who
beneficially owns restricted securities is also subject to the foregoing volume limitations but
may, after the expiration of two years, sell unlimited amounts of such securities under certain
circumstances. Possible or actual sales of its outstanding common stock by its stockholders under
Rule 144 could cause the price of its common stock to decline.
In addition, as of the closing of the merger, there will be an aggregate of 1,802,954 combined
company shares subject to issuance upon the exercise of outstanding options. Accordingly, these
shares will be available for sale in the open market, subject to vesting restrictions, and, in the
case of affiliates, certain volume limitations. The sale of shares either present to the exercise
of outstanding options or as a consequence of the application of the vesting of certain restricted
stock could also cause the price of the combined company's common stock to decline.
14
The New York Stock Exchange may delist the Company's' common stock from quotation on its exchange
which could limit stockholders' ability to make transactions in its common stock and subject it to
additional trading restrictions.
The Company cannot provide assurance that its common stock will continue to be listed on the
New York Stock Exchange in the future. If the New York Stock Exchange delists the Company's common
stock from trading on its exchange, then the Company could face significant material adverse
consequences, including:
•
a limited availability of market quotations for the Company's common stock;
•
a more limited amount of news and analyst coverage for the Company;
•
a decreased ability to issue additional common stock, other securities or obtain
additional financing in the future; and
•
a decreased ability of the Company's stockholders to sell their common stock in certain
states.
The Company has a staggered board, which may entrench management and discourage unsolicited
stockholder proposals that may be in the best interests of stockholders.
The Company's charter provides that its board of directors be divided into three classes, each
of which will generally serve for a term of three years with only one class of directors being
elected in each year. As a result, at any annual meeting, only a minority of the board of directors
will be considered for election. Since the combined company's "staggered board" would prevent its
stockholders from replacing a majority of its board of directors at any annual meeting, it may
entrench management and discourage unsolicited stockholder proposals that may be in the best
interests of stockholders.
The Company will not be required to furnish a report on its internal control over financial
reporting until December 2008.
Although Grubb & Ellis, prior to the merger with NNN Realty Advisors, was required to furnish
a report on its internal control over financial reporting pursuant to the SEC's rules under Section
404 of the Sarbanes-Oxley Act of 2002 as part of the Annual Reports that it files on Form 10-K, as
a consequence of the merger, the Company will not be required to furnish this report until it files
its Annual Report on Form 10-K for its fiscal year ending December 31, 2008. As a result, the
Company's stockholders may have less information available to them about the effectiveness of the
combined company's internal control over financial reporting than it otherwise would have regarding
the effectiveness of the Company's internal control over financial reporting.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares which may be sold by this
reoffer prospectus. All expenses of registration incurred in connection with this offering are
being borne by us, but all selling and other expenses incurred by a selling stockholder will be
borne by the selling stockholder.
SELLING STOCKHOLDERS
The 587,341 shares of our common stock to which this reoffer prospectus relates is comprised
of 587,341 restricted shares and are being registered for reoffers and resales by our directors,
officers and employees named below, who acquired the shares pursuant to one of our "employee
benefit plans" as that term is defined in Rule 405 of Regulation C under the Securities Act. The
selling stockholders may resell all, a portion, or none of the shares of common stock from time to
time.
The inclusion in the table of the individuals named therein shall not be deemed to be an
admission that any such individual is one of our affiliates.
15
Information regarding the selling stockholders, including the number of shares offered for
sale, may change from time to time and any changed information will be set forth in a prospectus
supplement to the extent required. The address of each selling stockholder is care of Grubb &
Ellis Company, 500 West Monroe Street, Suite 1800, Chicago, Illinois, 60661.
Number of
Number of shares
Number of
shares
to be beneficially
shares of
covered by
owned if all shares
Name of Selling
beneficially
this reoffer
offered hereby
Stockholder
Position with Grubb & Ellis
owned(2)
prospectus
are sold(3)
Mark E. Rose (1)
Chief Executive Officer and Director (1)
294,891
294,891
500,000
Maureen Ehrenberg
Executive Vice President and President,
Global Client Services
84,746
84,746
137,022
Robert Osbrink
Executive Vice President and President,
Transaction Services
69,278
69,278
15,000
David Arena
President, New York Region
60,000
60,000
40,000
Estate of
R. David Anacker
(4)
12,954
12,954
8,000
Anthony G. Antone(5)
Director
18,245
18,245
0
Robert J. McLaughlin
Director
18,245
18,245
10,000
Rodger D. Young
Director
18,245
18,245
10,000
F. Joseph Moravec(5)
Director
10,737
10,737
0
(1)
No longer an officer or director of the Company upon the consummation
of the merger of Grubb & Ellis and NNN Realty Advisors.
(2)
Gives effect to the consummation of the merger of Grubb & Ellis and
NNN Realty Advisors, which accelerates the vesting of all restricted
shares, other than those held by David Arena.
(3)
Represents options to purchase shares of common stock under "employee
benefit plans" as defined in Rule 405 of Regulation C of the
Securities Act that are exercisable within sixty (60) days of the date
of this prospectus, except with respect to David Arena, which
represents shares of restricted stock that vest in 20,000 installments
on each of 3/13/08 and 3/13/09.
(4)
Mr. Anacker is a former director of the Company.
(5)
No longer a director of the Company upon the consummation of the
merger of Grubb & Ellis and NNN Realty Advisors.
Any selling stockholder may from time to time sell under this prospectus any or all of the
shares of common stock owned by it. Because the selling stockholder is not obligated to sell any
or all of the shares of common stock held by it, we cannot estimate the number of shares of common
stock that the selling stockholder will beneficially own after this offering.
16
PLAN OF DISTRIBUTION
The shares of common stock covered by this reoffer prospectus are being registered by us for
the account of the selling stockholders.
The shares of common stock offered hereby may be sold from time to time directly by or on
behalf of the selling stockholder in or one more transactions on the New York Stock Exchange or on
any stock exchange on which the common stock may be listed at the time of sale, in privately
negotiated transactions, or through a combination of such methods, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at fixed prices (which may be
changed) or at negotiated prices. The selling stockholder may sell shares through one or more
agents, brokers or dealers or directly to purchasers. Such brokers or dealers may receive
compensation in the form of commissions, discounts or concessions from the selling stockholders
and/or purchasers of the shares or both. Such compensation as to a particular broker or dealer may
be in excess of customary commissions.
In connection with their sales, a selling stockholder and any participating broker or dealer
may be deemed to be "underwriters" within the meaning of the Securities Act, and any commissions
they receive and the proceeds of any sale of shares may be deemed to be underwriting discounts and
commissions under the Securities Act.
We are bearing all costs relating to the registration of the shares of common stock. Any
commissions or other fees payable to broker-dealers in connection with any sale of the shares will
be borne by the selling stockholder or other party selling such shares. In order to comply with
certain states' securities laws, if applicable, the shares may be sold in such jurisdictions only
through registered or licensed brokers or dealers. In certain states, the shares may not be sold
unless the shares have been registered or qualified for sale in such state, or unless an exemption
from registration or qualification is available and is obtained or complied with. Sales of the
shares must also be made by the selling stockholders in compliance with all other applicable state
securities laws and regulations.
In addition to any shares sold hereunder, selling stockholders may sell shares of common stock
in compliance with Rule 144. There is no assurance that the selling stockholders will sell all or
a portion of the common stock offered hereby.
The selling stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities in connection with the
offering of the shares arising under the Securities Act of 1933.
We have notified the selling stockholders of the need to deliver a copy of this prospectus in
connection with any sale of the shares.
LEGAL MATTERS
The validity of the shares of common stock which are originally offered under the Registration
Statement of which this prospectus forms a part will be passed upon for us by Zukerman Gore &
Brandeis, LLP.
EXPERTS
The consolidated financial statements of Grubb & Ellis Company included in Grubb & Ellis
Company's Annual Report (Form 10-K) for the year ended June 30, 2007 have been audited by Ernst &
Young LLP, independent registered public accounting firm, as set forth in their reports thereon,
included therein, and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the authority of such firm
as experts in accounting and auditing.
17
GRUBB & ELLIS COMPANY
587,341 Shares
of
Common Stock
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2007;
(b) The Company's Quarterly Report on Form 10-Q for the final quarter ended September
30, 2007;
(c) The Company's current reports on Form 8-K filed on August 2, 2007, September 28,
2007 and October 4, 2007; and
(d) The description of common stock set forth in the Registrant's Registration
Statement on Form S-1 and all amendments thereto (File
No. 333-133659).
In addition, all reports and documents filed by the Registrant pursuant to Sections 13(a), 13
(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date hereof and prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered hereby have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
We will provide without charge to each person to whom a reoffer prospectus is delivered, upon
written or oral request by such person, a copy of any or all documents that have been incorporated
by reference in this registration statement but not delivered with the reoffer prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware authorizes a corporation
to indemnify its directors, officers, employees and agents against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement reasonably incurred, including liabilities
under the Securities Act, provided they act in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe their conduct was unlawful, although in the case of
proceedings brought by or on behalf of the corporation, such indemnification is limited to expenses
and is not permitted if the individual is adjudged liable to the corporation (unless the Delaware
Court of Chancery or the court in which such proceeding was brought determines otherwise in
accordance with the General Corporation Law of the State of Delaware). Section 102 of the General
Corporation Law of the State of Delaware authorizes a corporation to limit or eliminate its
directors' liability to the corporation or its stockholders for monetary damages for breaches of
fiduciary duties, other than for (i) breaches of the duty of loyalty, (ii) acts or omissions not in
good faith or that involve intentional misconduct or knowing violations of law, (iii) unlawful
payments of dividends, stock purchases or redemptions or (iv) transactions from which a director
derives an improper personal benefit. In addition, Section 145 of the General Corporation Law of
the State of Delaware authorizes a corporation to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation against any
liability asserted against and incurred by such person in any such capacity, or arising out of such
person's status as such.
Article X of the Company's Restated Certificate of Incorporation provides as follows:
II-1
"The Corporation shall, to the full extent permitted by any applicable law, including without
limitation the General Corporation Law of the State of Delaware as amended from time to time,
indemnify each director and officer, present or former, of the Corporation (as defined in the
General Corporation Law of the State of Delaware) whom it may indemnify pursuant to such applicable
law. The foregoing shall not be construed to limit the powers of the Board of Directors to provide
any other rights of indemnity which it may deem appropriate."
"A director of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation Law; or (iv) for any
transaction from which the director derived an improper personal benefit."
Section 7.01(a) and (d) of the Company's Amended and Restated By-Laws provides as follows:
"Right to Indemnification. (a) Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter, a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a director, officer or
employee of the Corporation or, as a director, officer of employee of the Corporation, is or was
serving at the request of the Corporation as a director, officer or employee of another corporation
or of a partnership, joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action in an official
capacity as a director, officer or employee, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that
such amendment permit the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid
or to be paid in settlement) reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to such person who has ceased to be a
director, officer or employee and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in paragraph (b) hereof, the
corporation shall indemnify any such person seeking indemnification in connection with a proceeding
(or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized
by the Board of Directors of the Corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires, the payment of such expenses
incurred by such person in his or her capacity as a director or officer (and not any other capacity
in which service was or is rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final disposition of a
proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf
of such person, to repay all amount so advanced if it shall ultimately be determined that such
person is not entitled to be indemnified under this Section or otherwise. The Corporation may, by
action of its Board of Directors, provide indemnification and advance expenses to any agent of the
Corporation with the same scope and effect as the foregoing indemnification of directors, officers
and employees."
"(d) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and
any director, officer or employee of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law."
The Registrant has entered into indemnification agreements with each of its directors and
executive officers, which also provide indemnification against certain liabilities, including
certain liabilities under the Securities Act.
The Company currently maintains directors' and officers' liability insurance in the form of
policies which provide for coverage of liabilities up to a maximum amount of $20 million per policy
year (subject to certain minimum initial payments by the Company in some circumstances). The
policies insure directors and officers for liabilities incurred in connection with or on behalf of
the Company, except for losses incurred on account of certain specified liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The securities that are to be reoffered or resold pursuant to this registration statement were
issued pursuant to an employment or other arrangement or transactions that were exempt from
registration pursuant to Section 4(2) of the Securities Act.
ITEM 8. EXHIBITS.
4.1
Restated Certificate of Incorporation of Grubb & Ellis, incorporated herein by
reference to Exhibit 3.2 to Grubb & Ellis' Annual Report on Form 10-K filed on
March 31, 1995
II-2
4.2
Amendment to the Restated Certificate of Incorporation of Grubb & Ellis as filed
with the Delaware Secretary of State on December 8, 1997, incorporated herein by
reference to Exhibit 4.4 to Grubb & Ellis' Registration Statement on From S-8
filed on December 19, 1997 (File No. 333-42741)
4.3
Bylaws of Grubb & Ellis, as amended and restated effective May 31, 2000,
incorporated by reference to Exhibit 3.5 to Grubb & Ellis' Annual Report on Form
10-K dated September 28, 2000
4.4
Specimen common stock certificate incorporated by reference to Exhibit 4.2 to
Grubb & Ellis' Registration Statement on Form S-3 filed on July 22, 1994 (File
No. 033-54709)
4.5
Grubb & Ellis Company 2006 Omnibus Equity Plan effective as of November 9, 2006,
incorporated herein by reference to Appendix A to the Registrant's Proxy
Statement for the 2006 Annual Meeting of Stockholders filed on October 10, 2006
5.1
Opinion of Zukerman Gore & Brandeis, LLP regarding validity of the shares of
Grubb & Ellis common stock registered hereunder
23.1
Consent of Counsel (included in Exhibit 5.1)
23.2
Consent of Ernst & Young LLP
24.1
Power of Attorney (contained on the signature page of this Registration Statement)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from Registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Security Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in
II-3
the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Security Act of 1933 and will be governed by the final adjudication of
such issue.
II-4
SIGNATURES
THE
REGISTRANT.
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on the 7th
day of December, 2007.
GRUBB & ELLIS COMPANY
By:
/s/ Mark E. Rose
Name:
Mark E. Rose
Title:
Chief Executive Officer and Director
(Principal Executive Officer)
Power of Attorney
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Mark E. Rose his true and lawful attorney-in-fact, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and
all amendments, including post-effective amendments, to the Registration Statement, and to file the
Registration Statement, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Mark E. Rose
Mark E. Rose
Chief Executive Officer and Director
(Principal Executive Officer)
December 7, 2007
/s/ Richard W. Pehlke
Richard W. Pehlke
Chief Financial Officer
(Principal Financial and Accounting Officer)
December 7, 2007
/s/ Anthony G. Antone
Director
December 7, 2007
Anthony G. Antone
/s/ C. Michael Kojaian
Director
December 7, 2007
C. Michael Kojaian
/s/ Robert J. McLaughlin
Director
December 7, 2007
Robert J. McLaughlin
/s/ F. Joseph Moravec
Director
December 7, 2007
F. Joseph Moravec
Director
December   , 2007
Rodger D. Young
II-5
INDEX TO EXHIBITS
4.1
Restated Certificate of Incorporation of Grubb & Ellis, incorporated herein by
reference to Exhibit 3.2 to Grubb & Ellis' Annual Report on Form 10-K filed on
March 31, 1995
4.2
Amendment to the Restated Certificate of Incorporation of Grubb & Ellis as filed
with the Delaware Secretary of State on December 8, 1997, incorporated herein by
reference to Exhibit 4.4 to Grubb & Ellis' Registration Statement on From S-8
filed on December 19, 1997 (File No. 333-42741)
4.3
Bylaws of Grubb & Ellis, as amended and restated effective May 31, 2000,
incorporated herein by reference to Exhibit 3.5 to Grubb & Ellis' Annual Report
on Form 10-K dated September 28, 2000
4.4
Specimen common stock certificate incorporated herein by reference to Exhibit 4.2
to Grubb & Ellis' Registration Statement on Form S-3 filed on July 22, 1994 (File
No. 033-54709)
4.5
Grubb & Ellis Company 2006 Omnibus Equity Plan effective as of November 9, 2006,
incorporated herein by reference to Appendix A to the Registrant's Proxy
Statement for the 2006 Annual Meeting of Stockholders filed on December 10, 2006
5.1
*
Opinion of Zukerman Gore & Brandeis, LLP regarding validity of the shares of
Grubb & Ellis common stock registered hereunder
23.1
*
Consent of Counsel (included in Exhibit 5.1)
23.2
*
Consent of Ernst & Young LLP
24.1
*
Power of Attorney (contained on the signature page of this Registration Statement)
*
Filed herewith.
II-6