Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-133652
GRUBB &
ELLIS HEALTHCARE REIT, INC.
(Formerly NNN Healthcare/Office REIT, Inc.)
SUPPLEMENT NO. 20 DATED DECEMBER 10, 2007
TO THE PROSPECTUS DATED APRIL 23, 2007
This document supplements, and should be read in conjunction
with, our prospectus dated April 23, 2007, as supplemented
by Supplement No. 7 dated May 9, 2007, Supplement
No. 8 dated May 25, 2007, Supplement No. 9 dated
June 20, 2007, Supplement No. 10 dated July 17,
2007, Supplement No. 11 dated August 8, 2007,
Supplement No. 12 dated August 17, 2007, Supplement
No. 13 dated September 12, 2007, Supplement
No. 14 dated September 20, 2007, Supplement
No. 15 dated October 9, 2007, Supplement No. 16
dated October 11, 2007, Supplement No. 17 dated
October 31, 2007, Supplement No. 18 dated
November 21, 2007 and Supplement No. 19 dated
November 29, 2007 relating to our offering of
221,052,632 shares of common stock. The purpose of this
Supplement No. 20 is to disclose:
|
|
|
|
|
the status of our initial public offering;
|
|
|
|
the merger of our sponsor with a subsidiary of Grubb &
Ellis Company and our name change to Grubb & Ellis
Healthcare REIT, Inc.;
|
|
|
|
new permanent financing for Kokomo Medical Office Park in
Kokomo, Indiana; and
|
|
|
|
our entry into an interest rate swap agreement in connection
with the secured loan on Kokomo Medical Office Park.
|
Status of
Our Initial Public Offering
As of November 23, 2007, we had received and accepted
subscriptions in our offering for 19,197,348 shares of our
common stock, or approximately $191,736,000, excluding shares
issued under our distribution reinvestment plan.
Merger of
Our Sponsor with Grubb & Ellis Company
On December 7, 2007, our sponsor, NNN Realty Advisors,
Inc., or NNN Realty Advisors, merged with and into a wholly
owned subsidiary of Grubb & Ellis Company, or
Grubb & Ellis. The transaction was structured as a
reverse merger whereby stockholders of NNN Realty Advisors
received shares of Grubb & Ellis in exchange for their
NNN Realty Advisors shares and, immediately following the
merger, former NNN Realty Advisor stockholders own approximately
59% of Grubb & Ellis. Additionally, six of the nine
post-merger directors of Grubb & Ellis were directors
of NNN Realty Advisors prior to the merger, including the
current Grubb & Ellis Chairman of the Board, Anthony
W. Thompson. Scott D. Peters, the Chief Executive Officer,
President and a Director of NNN Realty Advisors, our Chairman of
the Board, Chief Executive Officer and President and the Chief
Executive Officer of our advisor, also now serves as the Chief
Executive Officer, President and a Director of Grubb &
Ellis. As a result of the merger, we now consider
Grubb & Ellis to be our sponsor.
Upon Grubb & Ellis becoming our sponsor, we changed
our name from NNN Healthcare/Office REIT, Inc. to
Grubb & Ellis Healthcare REIT, Inc.
Kokomo
Office Medical Park Permanent Financing
On December 5, 2007, we, through NNN Healthcare/Office REIT
Kokomo Medical Office Park, LLC, entered into a secured loan, or
the Kokomo loan, with Wachovia Financial Services, Inc., or
Wachovia Financial. The Kokomo loan is evidenced by a loan
agreement and a promissory note in the principal amount of
$8,300,000, or the Kokomo note. The cash proceeds, net of
closing costs, of approximately $8,249,000, were used to
reimburse funds that we originally used to finance the
acquisition of the Kokomo Medical Office
Park located in Kokomo, Indiana, or the Kokomo property, which
we acquired on August 30, 2007. The Kokomo note is secured
by a Mortgage, Assignment, Security Agreement and Fixture Filing
on the Kokomo property, and a Repayment Guaranty by which we
unconditionally and irrevocably guarantee the obligations as
listed in the Repayment Guaranty and those arising under the
ISDA Agreement (as described below). The loan matures on
November 30, 2010, but may be extended for two consecutive
12-month
periods, each subject to satisfaction of certain conditions,
including payment of an extension fee equal to 0.125% of the
principal balance then outstanding plus undisbursed loan
proceeds. The loan provides for monthly interest-only payments
due on the first day of each calendar month. At our option, the
loan bears interest at per annum rates equal to:
(a) 30-day
LIBOR plus 1.40%; or (b) the Prime Rate, as announced by
Wachovia Financial from time to time. If any monthly installment
that is due is not received by Wachovia Financial on or before
the 15th day of each month, the loan provides for a late
charge equal to 4.0% of such monthly installment. In the event
of a default, the loan also provides for a default interest rate
of 4.0% per annum plus the greater of the LIBOR Rate or the
Prime Rate. The loan may be prepaid in whole or in part, without
paying a prepayment premium. The loan documents contain certain
customary representations, warranties, covenants and indemnities.
Entry
into an Interest Rate Swap Agreement with Wachovia Bank,
National Association
On December 5, 2007, we, through NNN Healthcare/Office REIT
Kokomo Medical Office Park, LLC, executed an interest rate swap
agreement, as amended, or the ISDA Agreement, with Wachovia
Bank, National Association, in connection with the Kokomo loan
(described above). As a result of the ISDA Agreement, the Kokomo
loan bears interest at a fixed rate of 5.86% per annum from
December 5, 2007 through November 30, 2010 and
provides for monthly interest-only payments due on the first
business day of each calendar month commencing on
January 2, 2008.