I appear to have forgotten to post the summary information for the Grubb & Ellis Realty Advisors, Inc. offering. The company filed its initial S-1 on October 21, 2005. The deal is being underwritten by Deutsche Bank Securities. The company is going to focus its acquisition efforts on acquiring commercial real estate properties and/or assets.
Grubb & Ellis Realty Advisors, Inc. – STILL IN REGISTRATION
Number of units being offered: 20,833,334, including 1,666,667 shares that are being purchased by an affiliate of the insiders.
Proposed price per unit: $6.00
Terms of deal: One share of common stock and warrants to purchase two shares of common stock at $5.00 per share.
Underwriters: Deutsche Bank Securities
Proposed ticker symbols
Common stock: GAV
Warrants: GAV-W
Units: GAV-U
Common shares to be outstanding subsequent to IPO: 26,709,403
Shares to be held by public shareholders: 20,833,334, including the 1,666,667 shares sold to an affiliate of the insiders.
Shares held by insiders: 5,876,069, exclusive of the 1,666,667 shares sold to an affiliate of the insiders.
Percentage held by public shareholders: 78.0%
Gross proceeds being raised: $125,000,004
Net proceeds to be held in escrow: $119,687,504 (See “Other insider requirements”)
Escrowed proceeds per share applicable to future public shareholders: $5.75
Date of IPO: N/A
Date of original filing: October 21, 2005
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 5,876,069 shares purchased at $.425 per share. Total proceeds: $2,500,000.
Restrictions on insider shares: The shares will remain in escrow until the earlier of three years after the offering, the liquidation of the company, or the consummation of an acquisition.
Other insider requirements: Simultaneous with the initial public offering, an affiliate of the insiders is purchasing 1,666,667 units at $6.00 per unit, a total of $10,000,002. All of the proceeds from the sale of these securities will be placed into the escrow account for the potential benefit of the public shareholders. In the event that the company is liquidated, the insiders would not receive any of the escrowed funds.
The underwriter has also agreed to defer a portion of its fee ($2.3 million) and place these funds into the escrow account, to be distributed to the public shareholders in the event that the company is liquidated.
Grubb & Ellis has agreed to purchase warrants with a total cost of $3.5 million within 40 days from the date that the warrants begin trading separately from the units, at a price not to exceed $.70 per warrant.
Description of business: We are a blank check company organized under the laws of the State of Delaware on September 7, 2005. We were formed to acquire, through a purchase, asset acquisition or other business combination, commercial real estate properties and/or assets. To date, our efforts have been limited to organizational activities.
Biographical information for significant officers: C. Michael Kojaian has served as our chairman of the board since our inception. Mr. Kojaian has been Chairman of the Board of Directors of the Grubb & Ellis Company since June 2002. He has been the President of Kojaian Ventures, L.L.C. and also Executive Vice President, a director and a shareholder of Kojaian Management Corporation, both of which are investment firms headquartered in Bloomfield Hills, Michigan, for more than five (5) years. He has also been a director of Arbor Realty Trust, Inc., since June 2003.
Mark E. Rose has served as our President, Secretary and as a member of our Board of Directors since our inception. Mr. Rose has served as the Chief Executive Officer of Grubb & Ellis Company since March 2005. From 1993 to 2005, Mr. Rose served in various positions with Jones Lang LaSalle, including serving as Chief Innovation Officer from 2000 to 2002, as Chief Financial Officer from 2002 to 2003, and as Chief Operating Officer and Chief Financial Officer of the Americas in 2003 through his departure in 2005. Prior to joining Jones Lang LaSalle, Mr. Rose was the Chairman and Chief Executive Officer of the U.S. Real Estate Investment Trust of the British Coal Corporation Pension Funds, where he oversaw the management and subsequent disposal of a $1 billion portfolio real estate assets. Mr. Rose serves on the Board of Directors of the Chicago Shakespeare Theater, Chicago Botanic Garden, and the Chicago Central Area Committee.
SEC filings: sec.gov |
