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Signs Point to Impending Grubb & Ellis Board Shakeup

Parker Properties Finding Tenants for Summit Campus; Top Voit Brokerage Team Changing

Orange County Business Journal Staff

COMMERCIAL

Santa Ana-based Grubb & Ellis Co., which has made plenty of news in the past month, now appears to be smoothing the way for a shakeup of its board.

The real estate brokerage and investor last month announced a big refinancing plan, including a potential $100 million infusion from institutional investors.

That deal should allow the company, which last week reported a third-quarter loss of $21.4 million, to solve its near-term debt problems. It would eliminate nearly $67 million of near-term debt and also provide money to fund some near-term growth.

The names of all the investors, which include Boston’s FMR LLC, haven’t been disclosed. Recent filings with the Securities and Exchange Commission show that Grubb’s preparing for some potential changes, possibly at the request of those investors.

The new investors—who effectively would own about half of Grubb’s outstanding shares—could quickly gain heavy influence on the company’s board if the changes are approved.

A proxy statement filed Nov. 6 shows that the company is pushing to declassify its board during a shareholder meeting slated for next month. This declassification would make its members stand for election every year for one-year terms.

Grubb’s eight-person board currently is “classified,” with members elected in staggered years for three-year terms.

Classified boards are seen as harder to shake up, because it would take several annual shareholder meetings to do so. A declassified board could be dislodged in a single meeting.

If the proposal is adopted, Gary Hunt, who steps down as interim chief executive this week, said he also would step down from his board position.

His spot would be taken over by Thomas D’Arcy, who last week was named the company’s president and chief executive.

Grubb last saw a battle to shake up its board about a year ago, when former chairman Tony Thompson waged a losing proxy battle attempting to rejoin the company’s board.

Thompson, founder of Irvine’s Thompson National Properties, has said he’s no longer interested in rejoining the board.


  Feb. 8-14, 2010
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