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Grubb & Ellis announces preliminary equity pact.

Noel Spillane, senior vice president and regional manager of Wm. A. White/Grubb & Ellis announced that the company has entered into a letter of intent with Warburg, Pincus Investors, L.P. and The Prudential Insurance Company of America regarding the restructuring of the equity and debt of

the Company.

The restructuring would involve a cash investment of 13.75 million by Warburg in exchange for convertible preferred stock and warrants and a restructuring of the company's indebtedness of approximately $40 million to Prudential, with the conversion of $15 million of the indebtedness to convertible preferred stock.

After the restructuring, Warburg would hold approximately 40 percent and Prudential approximately 27 percent of the equity of the company on a fully diluted basis but before the exercise of Warburg's warrants. As a part of the restructuring, both Warburg and Prudential would have the right to name representatives to the board of directors of the company.

The investment is subject to completion of a definitive agreement and certain other approvals and conditions, including the obtaining of a fairness opinion on the restructuring from an investment banking firm and the approval of the shareholders of the Company. The restructuring is expected to close by Dec. 31, 1992.

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