CUSIP No. 400095204
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Item 1. Security and Issuer.
The name of the issuer is Grubb & Ellis Company, a Delaware corporation
(the "Issuer"). The address of the Issuer's offices is 1551 North Tustin Avenue
Suite 300, Santa Ana, California 92705. This schedule relates to the Issuer's
Common Stock, par value $0.01 (the "Shares").
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Item 2. Identity and Background.
(a-c,f) This Schedule 13D is being filed by Pine River Capital Management
L.P., a Delaware limited partnership (the "Investment Manager"), Nisswa
Convertibles Master Fund Ltd., a Cayman Islands exempted company (the "Fund")
and Brian Taylor, the managing member of Pine River Capital, LLC, the general
partner of the Investment Manager (the "Managing Member") (each a "Reporting
Person" and collectively the "Reporting Persons"). The principal business
address of the Investment Manager and the Managing Member is located at 601
Carlson Parkway, Suite 330, Minnetonka, MN 55305, United States of America.
(d) Brian Taylor has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, Pine River Capital Management L.P. may be deemed to
beneficially own 891,166 Shares.
As of the date hereof, Nisswa Convertibles Master Fund Ltd. may be deemed
to beneficially own 891,166 Shares.
As of the date hereof, Brian Taylor may be deemed to beneficially own
891,166 Shares.
The Reporting Persons are deemed to beneficially own the Shares because
they own Convertible Notes exchangeable into 891,166 Shares of the Issuer.
No borrowed funds were used to purchase the Convertible Notes exchangeable
into the Shares, other than any borrowed funds used for working capital purposes
in the ordinary course of business including leverage.
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Item 4. Purpose of Transaction.
On March 8, 2011, the Issuer commenced a solicitation of consents (the
"Consent Solicitation") from the holders of its Convertible Notes. The Issuer is
seeking consents to proposed amendments to certain provisions in the Indenture,
dated as of May 7, 2010 (the "Indenture"), between the Issuer, as issuer, and
U.S. Bank National Association, as trustee (the "Trustee"), which governs such
Convertible Notes. The Consent Solicitation was to expire at 5:00 p.m. New York
City time, on March 21, 2011 (the "Expiration Date"), unless extended by the
Issuer. The Issuer subsequently extended the Expiration Date to 5:00 p.m. New
York City time, March 25, 2011, and then again tto April 4, 2011.
The proposed amendments to the Indenture require consent of holders of more
than 50 percent of the Convertible Notes.
On March 18, 2011, Nisswa Convertibles Master Fund Ltd., Zazove Associates,
LLC, Cohanzick Management, LLC, and Stonerise Capital Partners Master Fund LP
(collectively, the "Locked-Up Holders") entered into a written lock-up agreement
(the "Lock-Up Agreement") pursuant to which, among other things, each of them
agreed, subject to certain exceptions, that they will not deliver consents to
the proposed amendments in the Consent Solicitation with respect to such
Locked-Up Holder's Convertible Notes.
As a result of the Lock-Up Agreement, the Locked-Up Holders may be deemed
to have formed a group within the meaning of Rule 13d-5(b) under the Act.
The description of the Lock-Up Agreement in this Schedule 13D is qualified
in its entirety by reference to the full text of the Lock-Up Agreement, a copy
of which is filed herewith as an Exhibit and is hereby incorporated herein by
reference.
The Reporting Person acquired and continues to hold the Convertible Notes
reported herein. The Reporting Person may from time to time engage the Issuer,
its representatives or other relevant parties in discussions regarding the
Consent Solicitation and the proposed amendments and other related matters
relevant to the investment in the Issuer, and may discuss with such parties
alternatives to the Consent Solicitation and proposed amendments. Depending on
market conditions and other factors that the Reporting Person may deem material
to its investment decisions.
The Reporting Person may sell all or a portion of its Convertible Notes
or may purchase additional securities of the Issuer, on the open market or
in a private transaction, in each case as permitted by the Lock-Up Agreement.
Except as set forth in this Item 4, the Reporting Person has no present plans
or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (J) of Item 4 of Schedule 13D of the Act.
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Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Pine River Capital Management L.P. may be
deemed to be the beneficial owner of 891,166 Shares, or 1.3% of the Shares
of the Issuer, based upon the 69,419,590 Shares outstanding as of October 29,
2010,according to the Issuer's most recent Form 10-Q filed on November 12, 2010.
As of the date hereof, Nisswa Convertibles Master Fund Ltd. may be
deemed to be the beneficial owner of 891,166 Shares, or 1.3% of the Shares of
the Issuer, based upon the 69,419,590 Shares outstanding as of October 29, 2010,
according to the Issuer's most recent Form 10-Q filed on November 12, 2010.
As of the date hereof, Brian Taylor may be deemed to be the beneficial
owner of 891,166 Shares, or 1.3% of the Shares of the Issuer, based upon the
69,419,590 Shares outstanding as of October 29, 2010, according to the Issuer's
most recent Form 10-Q filed on November 12, 2010.
The Locked-Up Holders (see Item 4 above) beneficially own, in the
aggregate, $16,350,000 principal amount of Convertible Notes, which are
convertible as of the date of this Schedule 13D into 7,285,282 shares of
Common Stock, which represents 9.5% of the outstanding shares of Common Stock.
The calculation of percentage ownership is based on 69,419,590 shares of Common
Stock outstanding as of October 29, 2010, as disclosed in the Issuer's Form 10-Q
filed on November 12, 2010 plus 7,285,282 shares of Common Stock that would be
issued upon conversion of the Convertible Notes of the Issuer held by the Locked
Up Holders.
(b) Pine River Capital Management L.P. has the sole power to vote or direct
the vote of 0 Shares to which this filing relates; shares the power to vote or
direct the vote of the 891,166 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and shares the power to dispose or direct the
disposition of the 891,166 Shares to which this filing relates.
Pine River Capital Management L.P. specifically disclaims beneficial
ownership in the Shares reported herein except to the extent of its pecuniary
interest therein.
Nisswa Convertibles Master Fund Ltd. has the sole power to vote or
directthe vote of 0 Shares to which this filing relates; shares the power to
vote or direct the vote of the 891,166 Shares; has the sole power to dispose
or direct the disposition of 0 Shares; and shares the power to dispose or direct
the disposition of the 891,166 Shares to which this filing relates.
Nisswa Convertibles Master Fund Ltd. specifically disclaims beneficial
ownership in the Shares reported herein except to the extent of its pecuniary
interest therein.
Brian Taylor has the sole power to vote or direct the vote of 0 Shares
to which this filing relates; shares the power to vote or direct the vote of
the 891,166 Shares; has the sole power to dispose or direct the disposition of
0 Shares; and shares the power to dispose or direct the disposition of the
891,166 Shares to which this filing relates.
Brian Taylor specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
(c) During the past 60 days, the Reporting Persons (1) sold 26,400 shares
of of the Issuer's preferred stock, par value $0.01 from February 2, 2011
through March 1, 2011, (2) sold short an aggregate amount of 617,034 of the
Issuer's Common Stock from February 11, 2011 through March 1, 2011, and
(3) bought to cover short positions of the Issuer's Common Stock in an aggregate
amount of 2,157,404 from February 3, 2011 through March 14, 2011. Prior to that
time, the Reporting Persons bought the Convertible Notes as described in Item 4
above.
(d) Not applicable.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than the Lock-Up Agreement, the Reporting Persons do not have any
contract, arrangement, understanding or relationship with any person with
respect to the Shares.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement
Lock-Up Agreement dated March 18, 2011 between the Reporting Person and
the other parties signatory thereto.
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