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BGC Partners to acquire Grubb & Ellis

By: Lee Fehrenbacher//February 22, 2012//

BGC Partners to acquire Grubb & Ellis

Lee Fehrenbacher//February 22, 2012//

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It’s been a big week for commercial real estate firm , which on Tuesday participated in its first hearing in New York.

On Monday, the company filed for Chapter 11 bankruptcy and announced that it had signed an agreement to substantially sell its assets to . The global brokerage company is hoping to acquire as an asset sale under Section 363 of the U.S. Bankruptcy Code, according to the U.S. Securities and Exchange Commission.

While Grubb & Ellis officials would not comment on the company’s financial situation, David Kotansky, managing director of Colliers International in Portland, said the filing was something of a sign of the times.

鈥淚f you look at the height of the market and the years leading up to the height of the market, there were a lot of properties that were trading,鈥 Kotansky said. 鈥淭hey were trading at big numbers, and there were lots of fees generated. You take that whole part of the equation out of it and that’s a lot of lost revenue.鈥

According to Grubb & Ellis’ 2010 annual report to the SEC, the company generated $575.5 million in revenue two years ago 鈥 a 9 percent increase from 2009, but a 19 percent decrease from 2007.

Kotansky said that while he was not familiar with Grubb & Ellis’ specific financial situation, he expects to see more mergers between companies as they search for ways to stay competitive. Indeed, a merger worked out well for Colliers in 2005 when FirstService 鈥 a billion-dollar property services company 鈥 acquired a 70 percent stake in Colliers Macaulay Nicolls, the largest entity within Colliers International.

Beth DuPont, principal broker at Winkler and DuPont in Portland, said the acquisition of Grubb & Ellis might be a sign of a company positioning itself to take advantage of a rebounding economy.

鈥淚 just think it’s a realignment of two firms that are trying to be competitive and trying to stay viable in the market,鈥 she said. 鈥淚 think we probably will see more of these and I think it’s probably a healthy sign in the market that things are making a comeback and turning around.鈥

As part of initiating the Chapter 11 process, all of Grubb’s previous lender commitments are automatically terminated and the principal amount of loans, reimbursement obligations, associated interest and fees are due immediately.

BGC, acting as a 鈥渟talking horse鈥 buyer, stands to acquire Grubb & Ellis’ assets for approximately $30.03 million. It is providing the troubled firm a senior-secured, debtor-in-possession loan of approximately $4.8 million so that operations can continue during the court proceedings and acquisition process.

鈥淲hile there are still a few national firms that are 鈥榙e-leveraging,’ there will not be a trend of other brokerages closing due to high debt loads,鈥 Brian Owendoff, senior vice president of Capacity Commercial Group LLC, said via email. 鈥淕rubb & Ellis’ challenge was $10 million in debt from the sale of NNN Realty Advisors it sold in 2011.鈥

Owendoff, however, said Grubb & Ellis has a strong Portland office and that he expects the team to possibly rebrand itself under the Newmark Knight Frank banner.

Robert Hubbell of BGC Partners said he was not able to comment on the acquisition beyond what was released in press releases by Grubb & Ellis and BGC Partners. Andrea Rose of Joele Frank, Wilkinson Brimmer Katcher, the New York public relations firm hired by Grubb & Ellis, also said she was unable to comment about the deal or the potential length of the proceedings.

The announcement of the acquisition comes on the heels of a Feb. 10 notice by Grubb & Ellis executive C. Michael Kojaian that he was resigning from the company’s board of directors to avoid, 鈥渁ny actual or apparent conflicts of interest in connection with his fiduciary duties with respect to his affiliated companies in commercial transactions with the company,鈥 according to a filing with the SEC.

Kojaian’s affiliated companies include Michigan-based Kojaian Holdings LLC, Kojaian Management Corp. and Kojaian Ventures LLC, which all are Grubb & Ellis clients, according to CoStar Group. It reported that Kojaian owned approximately 32.8 percent of the company’s common stock as of March 28, 2011.

On Jan. 6, the New York Stock Exchange delisted Grubb & Ellis from its exchange, which, according to the SEC, constitutes a 鈥渇undamental change鈥 in the company’s preferred stock. That entitles stockholders to redeem 110 percent of the stock’s cash value plus dividends, which the SEC reported is worth a total of $111.4 million.

Grubb & Ellis’ common stock is now trading under the symbol “GRBE” on the OTCQB marketplace, which is operated by OTC Markets Group.

With BGC’s acquisition of commercial real estate firm Newmark Knight Frank last year, there has been speculation that BGC is attempting to challenge global real estate firms like Colliers, CBRE, Jones Lang LaSalle and Cushman & Wakefield.

鈥淚 know they have aspirations, but to get to a global platform takes a lot of time, a lot of energy and a lot of capital,鈥 Kotansky said. 鈥淚 don’t know where they are in that formula 鈥 I don’t think anybody knows what they’re doing quite yet.鈥



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