##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  FORM 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,
    2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from 
    to   Commission File
    Number: 333-158111
  GRUBB & ELLIS HEALTHCARE
    REIT II, INC.
 (Exact name of registrant as
    specified in its charter)
  Maryland

26-4008719(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification No.)   1551 N. Tustin Avenue, Suite 300, Santa Ana,
    California(Address of principal executive
    offices)

92705(Zip Code)   Registrants telephone number,
    including area
    code: (714) 667-8252
  Securities registered pursuant to
    Section 12(b) of the Act:
  Title of each class

Name of each exchange on which
    registeredNone

None   Securities registered pursuant to
    Section 12(g) of the Act:
 None
 (Title of Class)
  Indicate by check mark if the registrant is a well-known
    seasoned issuer, as defined in Rule 405 of the Securities
    Act.

Yes o     No þ   Indicate by check mark if the registrant is not required to file
    reports pursuant to Section 13 or Section 15(d) of the
    Act.

Yes o     No þ   Indicate by check mark whether the registrant (1) has filed
    all reports required to be filed by Sections 13 or 15(d) of
    the Securities Exchange Act of 1934 during the preceding
    12 months (or for such shorter period that the registrant
    was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.

Yes þ     No o   Indicate by check mark whether the registrant has submitted
    electronically and posted on its corporate Web site, if any,
    every Interactive Data File required to be submitted and posted
    pursuant to Rule 405 of
    Regulation S-T
    (§ 232.405 of this chapter) during the preceding
    12 months (orfor such shorter period that the registrant was required to
    submit and post such files).

Yes o     No o   Indicate by check mark if disclosure of delinquent filers
    pursuant to Item 405 of
    Regulation S-K
    (§ 229.405 of this chapter) is not contained herein,
    and will not be contained, to the best of registrants
    knowledge, in definitive proxy or information statements
    incorporated by reference inPart III of this
    Form 10-K
    or any amendment to this
    Form 10-K.

þ   Rule 12b-2
  Large accelerated filer

o

Accelerated filer

oNon-accelerated filer

þ
    (Do not check if a smaller reporting company)

Smaller reporting company

o   Indicate by check mark whether the registrant is a shell company
    (as defined in
    Rule 12b-2
    of the Exchange Act).

Yes o     No þ       Documents Incorporated by Reference:  Portions of the
    registrants proxy statement for the 2010 annual
    stockholders meeting which is expected to be filed no later than
    April 30, 2010 are incorporated by reference in
    Part III, Items 10, 11, 12, 13 and 14.




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##### 



Grubb &
    Ellis Healthcare Reit II, Inc.
    (A Maryland Corporation)
    TABLE OF CONTENTS
   
 PagePART IItem 1.

Business


3Item 1A.

Risk Factors


15Item 1B.

Unresolved Staff Comments


53Item 2.

Properties


53Item 3.

Legal Proceedings


54Item 4.

Submission of Matters to a Vote of Security
    Holders


54PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


55Item 6.

Selected Financial Data


58Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


59Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


70Item 8.

Financial Statements and Supplementary Data


70Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


70Item 9A(T).

Controls and Procedures


70Item 9B.

Other Information


71PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


71Item 11.

Executive Compensation


71Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


71Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


71Item 14.

Principal Accounting Fees and Services


71PART IVItem 15.

Exhibits, Financial Statement Schedules


72SIGNATURES


91EX-21.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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PART I  Item 1.
    Business.  The use of the words we, us or
    our refers to Grubb & Ellis Healthcare
    REIT II, Inc. and its subsidiaries, including Grubb &
    Ellis Healthcare REIT II Holdings, LP, except where the context
    otherwise requires.
  Our
    Company
      day-to-day
  Form 10-K.
  Developments
    during 2009 and 2010
  
    On March 19, 2009, we filed our Registration Statement on
    Form S-11
    (File No.
    333-158111)
    covering a public offering of up to 300,000,000 shares of
    common stock in our primary offering and up to
    30,000,000 shares of common stock in the DRIP for a maximum
    offering of up to $3,285,000,000, which was declared effective
    by the SEC on August 24, 2009. 3




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
    On June 22, 2009, we entered into a dealer manager
    agreement, or the Dealer Manager Agreement, with
    Grubb & Ellis Securities, Inc., or Grubb &
    Ellis Securities, or our dealer manager, to serve as the dealer
    manager in connection with our offering.
    On August 24, 2009, we entered into the Advisory Agreement
    with our advisor that has a one-year term that expires
    August 24, 2010 and is subject to successive one-year
    renewals upon the mutual consent of the parties.
    As of October 15, 2009, excluding shares purchased by our
    executives officers and directors, our dealer manager, and our
    advisor and its affiliates, as well as residents of Ohio and
    Tennessee (who were subject to higher minimum offering amounts),
    we had received and accepted subscriptions in our offering for
    224,231 shares of our common stock, or $2,242,000, thereby
    exceeding the minimum offering. Having raised the minimum
    offering, the offering proceeds were released by the escrow
    agent to us and are available for the acquisition of properties
    and other purposes disclosed in our prospectus in connection
    with our offering, or our prospectus, (provided, that
    subscriptions from residents of Tennessee and Ohio were to
    continue to be held in escrow until we had received and accepted
    subscriptions aggregating at least $10,000,000 and $20,000,000,
    respectively). The conditions of our minimum offering in
    Tennessee and Ohio were satisfied on December 9, 2009 and
    January 25, 2010, respectively, and we began accepting
    subscriptions from Tennessee and Ohio investors on such
    respective dates.
    On December 11, 2009, our board of directors authorized a
    daily distribution to our stockholders of record as of the close
    of business on each day of the period commencing on
    January 1, 2010 and ending on February 28, 2010. Our
    sponsor has advised us that it intends to fund these
    distributions until the earlier of the date we acquire our first
    property and February 28, 2010. Our sponsor will not
    receive any additional shares of our common stock or other
    consideration for funding these distributions, and we will not
    repay the funds provided by our sponsor for these distributions.
    Our sponsor is not obligated to contribute monies to fund any
    subsequent distributions. The distributions are calculated based
    on 365 days in the calendar year and are equal to
    $0.0017808 per share of common stock, which is equal to an
    annualized distribution rate of 6.5%, assuming a purchase price
    of $10.00 per share.    
    As of February 12, 2010, we had received and accepted
    subscriptions in our offering for 2,567,757 shares of our
    common stock, or $25,592,000, excluding shares of our common
    stock issued pursuant to the DRIP. 4




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Our
    Structure
    
  (714) 667-8252. www.gbe-reits.com/healthcare2, Form S-11 No. 333-158111), www.gbe-reits.com/healthcare2
  Investment
    Objectives
    
    to preserve, protect and return our stockholders capital
    contributions;
    to pay regular cash distributions; and
    to realize growth in the value of our investments upon our
    ultimate sale of such investments.   5




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Investment
    Strategy
      lease-up
    
    Quality.  We seek to acquire properties that
    are suitable for their intended use with a quality of
    construction that is capable of sustaining the propertys
    investment potential for the long-term, assuming funding of
    budgeted maintenance, repairs and capital improvements.
    Location.  We seek to acquire properties that
    are located in established or otherwise appropriate markets for
    comparable properties, with access and visibility suitable to
    meet the needs of its occupants.
    Market; Supply and Demand.  We focus on local
    or regional markets that have potential for stable and growing
    property level cash flows over the long-term. These
    determinations will be based in part on an evaluation of local
    economic, demographic and regulatory factors affecting the
    property. For instance, we favor markets that indicate a growing
    population and employment base or markets that exhibit potential
    limitations on additions to supply, such as barriers to new
    construction. Barriers to new construction include lack of
    available land and stringent zoning restrictions. In addition,
    we generally will seek to limit our investments in areas that
    have limited potential for growth.
    Predictable Capital Needs.  We seek to acquire
    properties where the future expected capital needs can be
    reasonably projected in a manner that would enable us to meet
    our objectives of growth in cash flows and preservation of
    capital and stability.
    Cash Flows.  We seek to acquire properties
    where the current and projected cash flows, including the
    potential for appreciation in value, would enable us to meet our
    overall investment objectives. We evaluate cash flows as well as
    expected growth and the potential for appreciation.   6




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Real
    Estate Investments
    
    medical office buildings;
    assisted living facilities;
    skilled nursing facilities;
    hospitals;
    long-term acute care facilities;
    surgery centers;
    memory care facilities;
    specialty medical and diagnostic service facilities;
    laboratories and research facilities;
    pharmaceutical and medical supply manufacturing
    facilities; and
    offices leased to tenants in healthcare-related industries.       7




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
    plans and specifications;
    environmental reports (generally a minimum of a Phase I
    investigation);
    building condition reports;
    surveys;
    evidence of marketable title subject to such liens and
    encumbrances as are acceptable to our advisor;
    audited financial statements covering recent operations of real
    properties having operating histories or audited financial
    statements or summarized financial information of the lessee or
    guarantor, unless such statements are not required to be filed
    with the SEC and delivered to stockholders;
    title insurance policies;
    liability insurance policies; and
    tenant leases and operating agreements.         8




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Joint
    Ventures
        
    a majority of our directors, including a majority of our
    independent directors not otherwise interested in such
    transaction, approves the transaction as being fair and
    reasonable to us; and
    the investment by us and such affiliate are on substantially the
    same terms and conditions.    Real
    Estate-Related Investments
    Investing
    In and Originating Loans
  loan-to-value
 9




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Securities
    Investments
  non-U.S. dollar
    
    positioning the overall portfolio to achieve an optimal mix of
    real estate and real estate-related investments;
    diversification benefits relative to the rest of the securities
    assets within our portfolio;
    fundamental securities analysis;
    quality and sustainability of underlying property cash flows;
    broad assessment of macroeconomic data and regional property
    level supply and demand dynamics;
    potential for delivering high current income and attractive
    risk-adjusted total returns; and
    additional factors considered important to meeting our
    investment objectives.    Development
    Strategy
   10




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Disposition
    Strategy
    
    diversification benefits exist associated with disposing of the
    investment and rebalancing our investment portfolio;
    an opportunity arises to pursue a more attractive investment;
    in the judgment of our advisor, the value of the investment
    might decline;
    with respect to properties, a major tenant involuntarily
    liquidates or is in default under its lease;
    the investment was acquired as part of a portfolio acquisition
    and does not meet our general acquisition criteria;
    an opportunity exists to enhance overall investment returns by
    raising capital through sale of the investment; or
    in the judgment of our advisor, the sale of the investment is in
    our best interest.    Borrowing
    Policies
       11




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Board
    Review of Our Investment Policies
      Tax
    Status
     12




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Distribution
    Policy
      Competition
    Government
    Regulations
    Costs of Compliance with the Americans with Disabilities
    Act.
 13




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Costs of Government Environmental Regulation and Private
    Litigation.
  Other Federal, State and Local
    Regulations.
  Geographic
    Concentration
    Employees
  and/or day-to-day
  Financial
    Information About Industry Segments
  Segment
    Reporting
 14




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Item 1A.
    Risk
    Factors.  Investment
    Risks
  There
    is no public market for the shares of our common stock.
    Therefore, it will be difficult for our stockholders to sell
    their shares of our common stock and, if our stockholders are
    able to sell their shares of our common stock, they will likely
    sell them at a substantial discount.
    Our
    offering is considered a blind pool offering because
    we have not identified all of the real estate or real
    estate-related investments to acquire with the net proceeds from
    our offering.
    We
    have a limited operating history. Therefore, our stockholders
    may not be able to adequately evaluate our ability to achieve
    our investment objectives, and the prior performance of other
    Grubb & Ellis Group programs may not be an accurate
    predictor of our future results.
   15




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
    identify and acquire investments that further our investment
    strategy;
    rely on our dealer manager to build, expand and maintain its
    network of licensed securities brokers and other agents in order
    to sell shares of our common stock;
    respond to competition both for investment opportunities and
    potential investors in us; and
    build and expand our operations structure to support our
    business.    If we
    raise substantially less than the maximum offering, we may not
    be able to invest in a diverse portfolio of real estate and real
    estate-related investments, and the value of our
    stockholders investments may fluctuate more widely with
    the performance of specific investments.
    If we
    are unable to find suitable investments, we may not have
    sufficient cash flows available for distributions to our
    stockholders.
    We
    face competition for the acquisition of medical office buildings
    and other healthcare-related facilities, which may impede our
    ability to make acquisitions or may increase the cost of these
    acquisitions and may reduce our profitability and could cause
    our stockholders to experience a lower return on their
    investment.
   16




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Our
    stockholders may be unable to sell their shares of our common
    stock because their ability to have their shares of our common
    stock repurchased pursuant to our share repurchase plan is
    subject to significant restrictions and
    limitations.
    Our
    advisor may be entitled to receive significant compensation in
    the event of our liquidation or in connection with a termination
    of the Advisory Agreement.
   17




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We may
    not effect a liquidity event within our targeted time frame of
    five years after the completion of our offering stage, or at
    all. If we do not effect a liquidity event, our stockholders may
    have to hold their investment in shares of our common stock for
    an indefinite period of time.
  and/or
    Our
    board of directors may change our investment objectives without
    seeking our stockholders approval.
   18




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Risks
    Related to Our Business
  We may
    not have sufficient cash available from operations to pay
    distributions, and, therefore, we have paid distributions from
    the net proceeds of our offering, from borrowings in
    anticipation of future cash flows or from other sources, such as
    our sponsor. Any such distributions may reduce the amount of
    capital we ultimately invest in assets and negatively impact the
    value of our stockholders investment.
      We may
    suffer from delays in locating suitable investments, which could
    reduce our ability to pay distributions to our stockholders and
    reduce their return on their investment.
    The
    availability and timing of cash distributions to our
    stockholders is uncertain. If we fail to pay distributions, our
    stockholders investment in shares of our common stock
    could suffer.
   19




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We are
    uncertain of all of our sources of debt or equity for funding
    our capital needs. If we cannot obtain funding on acceptable
    terms, our ability to acquire, and make necessary capital
    improvements to, properties may be impaired or
    delayed.
    We
    intend to incur mortgage indebtedness and other borrowings,
    which may increase our business risks, could hinder our ability
    to pay distributions and could decrease the value of our
    stockholders investment.
     20




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Higher
    mortgage rates may make it more difficult for us to finance or
    refinance properties, which could reduce the number of
    properties we can acquire and the amount of cash available for
    distribution to our stockholders.
    The
    ongoing market disruptions may adversely affect our operating
    results and financial condition.
  and/or and/or
  
    Debt and Equity Markets Our results of
    operations are sensitive to the volatility of the credit
    markets. The real estate debt markets have been experiencing
    volatility as a result of certain factors, including the
    tightening of underwriting standards by lenders and credit
    rating agencies and the significant inventory of unsold
    commercial mortgage-backed securities in the market. Credit
    spreads for major sources of capital have widened significantly
    as investors have demanded a higher risk premium. This is
    resulting in lenders increasing the cost for debt financing.
    Should the overall cost of borrowings increase, either by
    increases in the index rates or by increases in lender spreads,
    we will need to factor such increases into the economics of our
    acquisitions, developments and property contributions. This may
    result in our property operations generating lower overall
    economic returns and a reduced level of cash flows, which could
    potentially impact our ability to pay distributions to our
    stockholders. In addition, the ongoing dislocations in the debt
    markets have reduced the amount of capital that is available to
    finance real estate, which, in turn: (1) limits the ability
    of real estate investors to benefit from reduced real estate
    values or to realize enhanced returns on real estate
    investments; (2) has slowed real estate transaction
    activity; and (3) may result in an inability to refinance
    debt as it becomes due, all of which may reasonably be expected
    to have a material impact, favorable or unfavorable, on
    revenues, income
    and/or cash
    flows from the acquisition and operations of real estate and
    mortgage loans. In addition, the state of the debt markets could
    have an impact on the overall amount of capital being invested
    in real estate, which may result in price or value decreases of
    real estate assets and impact our ability to raise equity
    capital.
    Valuations The ongoing market volatility will
    likely make the valuation of our properties more difficult.
    There may be significant uncertainty in the valuation, or in the
    stability of the value, of our properties that could result in a
    substantial decrease in the value of our properties. As a
    result, we may not be able to recover the carrying amount of our
    properties, which may require us to recognize an impairment
    charge in earnings. 21




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
    Government Intervention The pervasive and
    fundamental disruptions that the global financial markets have
    been undergoing have led to extensive and unprecedented
    governmental intervention. Although the government intervention
    is intended to stimulate the flow of capital and to undergird
    the U.S. economy in the short term, it is impossible to
    predict the actual effect of the government intervention and
    what effect, if any, additional interim or permanent
    governmental intervention may have on the financial markets
    and/or the
    effect of such intervention on us and our results of operations.
    In addition, there is a high likelihood that regulation of the
    financial markets will be significantly increased in the future,
    which could have a material impact on our operating results and
    financial condition.  Increasing
    vacancy rates for commercial real estate resulting from ongoing
    disruptions in the financial markets and deteriorating economic
    conditions could reduce revenue and the resale value of our
    properties.
    We are
    dependent on tenants for our revenue, and lease terminations
    could reduce our distributions to our
    stockholders.
    If a
    tenant declares bankruptcy, we may be unable to collect balances
    due under relevant leases.
   22




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Long-term
    leases may not result in fair market lease rates over time;
    therefore, our income and our distributions could be lower than
    if we did not enter into long-term leases.
    We may
    incur additional costs in acquiring or re-leasing properties,
    which could adversely affect the cash available for distribution
    to our stockholders.
    We may
    be unable to secure funds for future tenant or other capital
    improvements, which could limit our ability to attract, or
    replace or retain tenants and decrease our stockholders
    return on their investment.
    We may
    structure acquisitions of property in exchange for limited
    partnership units in our operating partnership on terms that
    could limit our liquidity or our flexibility.
   23




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one-for-one
  Our
    success is dependent on the performance of our advisor and
    certain key personnel.
  day-to-day day-to-day and/or and/or
  The
    fees we will pay our advisor under the Advisory Agreement and
    the distributions payable to our advisor under our operating
    partnership agreement were not determined on an
    arms-length basis and therefore may not be on the same
    terms as those we could negotiate with an unrelated
    party.
   24




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Our
    advisor may terminate the Advisory Agreement, which could
    require us to pay substantial fees and may require us to find a
    new advisor.
    day-to-day
  If we
    internalize our management functions, our stockholders
    interest in us could be diluted, and we could incur other
    significant costs associated with being
    self-managed.
     25




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and/or
  and/or
  Our
    success is dependent on the performance of our
    sponsor.
    Our
    results of operations, our ability to pay distributions to our
    stockholders and our ability to dispose of our investments are
    subject to international, national and local economic factors we
    cannot control or predict.
    
    poor economic times may result in defaults by tenants of our
    properties due to bankruptcy, lack of liquidity, or operational
    failures. We may also be required to provide rent concessions or
    reduced rental rates to maintain or increase occupancy levels; 26




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
    reduced values of our properties may limit our ability to
    dispose of assets at attractive prices or to obtain debt
    financing secured by our properties and may reduce the
    availability of unsecured loans;
    the value and liquidity of our short-term investments and cash
    deposits could be reduced as a result of a deterioration of the
    financial condition of the institutions that hold our cash
    deposits or the institutions or assets in which we have made
    short-term investments, the dislocation of the markets for our
    short-term investments, increased volatility in market rates for
    such investment or other factors;
    one or more lenders under our lines of credit could refuse to
    fund their financing commitment to us or could fail and we may
    not be able to replace the financing commitment of any such
    lenders on favorable terms, or at all;
    one or more counterparties to our interest rate swaps could
    default on their obligations to us or could fail, increasing the
    risk that we may not realize the benefits of these instruments;
    increases in supply of competing properties or decreases in
    demand for our properties may impact our ability to maintain or
    increase occupancy levels and rents;
    constricted access to credit may result in tenant defaults or
    non-renewals under leases;
    job transfers and layoffs may cause vacancies to increase and a
    lack of future population and job growth may make it difficult
    to maintain or increase occupancy levels; and
    increased insurance premiums, real estate taxes or energy or
    other expenses may reduce funds available for distribution or,
    to the extent such increases are passed through to tenants, may
    lead to tenant defaults. Also, any such increased expenses may
    make it difficult to increase rents to tenants on turnover,
    which may limit our ability to increase our returns.    The
    failure of any bank in which we deposit our funds could reduce
    the amount of cash we have available to pay distributions and
    acquire investments.
    Our
    advisor and its affiliates have no obligation to defer or
    forgive fees or loans or advance any funds to us, which could
    reduce our ability to acquire investments or pay
    distributions.
    Risks
    Related to Conflicts of Interest
   27




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We may
    compete with other Grubb & Ellis Group programs for
    investment opportunities. As a result, our advisor may not cause
    us to invest in favorable investment opportunities, which may
    reduce our returns on our investments.
    We
    rely on our advisor and its affiliates as a source for all or a
    portion of our investment opportunities. Grubb & Ellis
    Realty Investors, LLC, an affiliate of our advisor, has entered
    into an agreement with Healthcare Trust of America, Inc.
    (formerly Grubb & Ellis Healthcare REIT, Inc.)
    pursuant to which Healthcare Trust of America, Inc. will have a
    right of first refusal with respect to certain investment
    opportunities identified by Grubb & Ellis Realty
    Investors, LLC.
    The
    conflicts of interest faced by our officers may cause us not to
    be managed solely in our stockholders best interest, which
    may adversely affect our results of operations and the value of
    our stockholders investment.
     28




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Our
    advisors officers face conflicts of interest relating to
    the allocation of their time and other resources among the
    various entities that they serve or have interests in, and such
    conflicts may not be resolved in our favor.
    Our
    advisor faces conflicts of interest relating to its compensation
    structure, which could result in actions that are not
    necessarily in our stockholders long-term best
    interest.
    Our
    advisor may receive economic benefits from its status as a
    limited partner without bearing any of the investment
    risk.
    The
    distribution payable to our advisor may influence our decisions
    about listing the shares of our common stock on a national
    securities exchange, merging our company with another company
    and acquisition or disposition of our investments.
   29




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We may
    acquire assets from, or dispose of assets to, affiliates of our
    advisor, which could result in us entering into transactions on
    less favorable terms than we would receive from a third party or
    that negatively affect the publics perception of
    us.
  and/or
  If we
    enter into joint ventures with affiliates, we may face conflicts
    of interest or disagreements with our joint venture partners
    that may not be resolved as quickly or on terms as advantageous
    to us as would be the case if the joint venture had been
    negotiated at arms length with an independent joint
    venture partner.
    Risks
    Related to Our Organizational Structure
  Several
    potential events could cause our stockholders investment
    in us to be diluted, which may reduce the overall value of their
    investment.
    
    future offerings of our securities, including issuances pursuant
    to the DRIP and up to 200,000,000 shares of any preferred
    stock that our board of directors may authorize;
    private issuances of our securities to other investors,
    including institutional investors;
    issuances of our securities pursuant to our incentive
    plan; or 30




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
    redemptions of units of limited partnership interest in our
    operating partnership in exchange for shares of our common stock.    Our
    ability to issue preferred stock may include a preference in
    distributions superior to our common stock and also may deter or
    prevent a sale of shares of our common stock in which our
    stockholders could profit.
    
    a merger, tender offer or proxy contest;
    assumption of control by a holder of a large block of our
    securities; or
    removal of incumbent management.  The
    limit on the percentage of shares of our common stock that any
    person may own may discourage a takeover or business combination
    that may have benefited our stockholders.
    Our
    stockholders ability to control our operations is severely
    limited.
    
    the election or removal of directors;
    any amendment of our charter, except that our board of directors
    may amend our charter without stockholder approval to change our
    name or the name of other designation or the par value of any
    class or series of our stock and the aggregate par value of our
    stock, increase or decrease the aggregate 31




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##### Table of Contents



number of our shares of stock, increase or decrease the number
    of our shares of any class or series that we have the authority
    to issue, effect certain reverse stock splits, or qualify as a
    real estate investment trust under the Internal Revenue Code;  
    our dissolution; and
    certain mergers, consolidations and sales or other dispositions
    of all or substantially all of our assets.    Limitations
    on share ownership and transfer may deter a sale of our common
    stock in which our stockholders could profit.
    Maryland
    takeover statutes may deter others from seeking to acquire us
    and prevent our stockholders from making a profit in such
    transaction.
    The
    MGCL and our organizational documents limit our
    stockholders right to bring claims against our officers
    and directors.
   32




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Maryland
    law prohibits certain business combinations, which may make it
    more difficult for us to be acquired and may limit our
    stockholders ability to dispose of their shares of our
    common stock.
    
    any person who beneficially owns 10.0% or more of the voting
    power of the corporations outstanding voting stock; or
    an affiliate or associate of the corporation who, at any time
    within the two-year period prior to the date in question, was
    the beneficial owner of 10.0% or more of the voting power of the
    then outstanding stock of the corporation.      
    80.0% of the votes entitled to be cast by holders of outstanding
    shares of voting stock of the corporation; and
    two-thirds of the votes entitled to be cast by holders of voting
    stock of the corporation other than shares of stock held by the
    interested stockholder with whom or with whose affiliate the
    business combination is to be effected or held by an affiliate
    or associate of the interested stockholder.    Our
    charter includes a provision that may discourage a stockholder
    from launching a tender offer for shares of our common
    stock.
   33




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Our
    stockholders investment return may be reduced if we are
    required to register as an investment company under the
    Investment Company Act. To avoid registration as an investment
    company, we may not be able to operate our business
    successfully. If we become subject to registration under the
    Investment Company Act, we may not be able to continue our
    business.
    
    limitations on capital structure;
    restrictions on specified investments;
    prohibitions on transactions with affiliates; and
    compliance with reporting, record keeping, voting, proxy
    disclosure and other rules and regulations that would
    significantly change our operations.         34




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Risks
    Related to Investments in Real Estate
  Changes
    in national, regional or local economic, demographic or real
    estate market conditions may adversely affect our results of
    operations and our ability to pay distributions to our
    stockholders or reduce the value of their
    investment.
    If we
    acquire real estate at a time when the real estate market is
    experiencing substantial influxes of capital investment and
    competition for income producing properties, such real estate
    investments may not appreciate or may decrease in
    value.
    We may
    obtain only limited warranties when we purchase a property and
    would have only limited recourse in the event our due diligence
    did not identify any issues that lower the value of our
    property.
    Acquiring
    or attempting to acquire multiple properties in a single
    transaction may adversely affect our operations.
   35




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Uninsured
    losses relating to real estate and lender requirements to obtain
    insurance may reduce our stockholders
    returns.
    Terrorist
    attacks and other acts of violence or war may affect the markets
    in which we operate and have a material adverse effect on our
    financial condition, results of operations and ability to pay
    distributions to our stockholders.
      Dramatic
    increases in insurance rates could adversely affect our cash
    flows and our ability to pay distributions to our
    stockholders.
  and/or
 36




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Delays
    in the acquisition, development and construction of real
    properties may have adverse effects on our results of operations
    and our ability to pay distributions to our
    stockholders.
  lease-up
  Our
    operating results may be negatively affected by potential
    development and construction delays and resultant increased
    costs and risks.
  and/or lease-up
  and/or
  If we
    contract with a development company for newly developed
    property, our earnest money deposit made to the development
    company may not be fully refunded.
    
    the development company fails to develop the property; 37




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
    all or a specified portion of the pre-leased tenants fail to
    take possession under their leases for any reason; or
    we are unable to raise sufficient proceeds from our offering to
    pay the purchase price at closing.    Uncertain
    market conditions relating to the future disposition of
    properties could cause us to sell our properties at a loss in
    the future.
    Our
    inability to sell a property when we desire to do so could
    adversely impact our ability to pay cash distributions to our
    stockholders.
    If we
    sell properties by providing financing to purchasers, defaults
    by the purchasers would adversely affect our cash flows from
    operations.
   38




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Our
    stockholders may not receive any profits resulting from the sale
    of one of our properties, or receive such profits in a timely
    manner, because we may provide financing to the purchaser of
    such property.
    We
    face possible liability for environmental cleanup costs and
    damages for contamination related to properties we acquire,
    which could substantially increase our costs and reduce our
    liquidity and cash distributions to our
    stockholders.
    Our
    real estate investments may be concentrated in medical office or
    other healthcare-related facilities, making us more vulnerable
    economically than if our investments were
    diversified.
     39




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A high
    concentration of our properties in a particular geographic area
    would magnify the effects of downturns in that geographic
    area.
    Certain
    of our properties may not have efficient alternative uses, so
    the loss of a tenant may cause us not to be able to find a
    replacement or cause us to spend considerable capital to adapt
    the property to an alternative use.
    Our
    medical office buildings, healthcare-related facilities and
    tenants may be unable to compete successfully.
        Our
    costs associated with complying with the Americans with
    Disabilities Act may reduce our cash available for
    distributions.
   40




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Increased
    operating expenses could reduce cash flows from operations and
    funds available to acquire investments or pay
    distributions.
    Our
    real properties will be subject to property taxes that may
    increase in the future, which could adversely affect our cash
    flows.
    Costs
    of complying with governmental laws and regulations related to
    environmental protection and human health and safety may be
    high.
     41




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Risks
    Related to the Healthcare Industry
  The
    healthcare industry is heavily regulated and new laws or
    regulations, changes to existing laws or regulations, loss of
    licensure or failure to obtain licensure could result in the
    inability of our tenants to make rent payments to
    us.
          Reductions
    in reimbursement from third party payors, including Medicare and
    Medicaid, could adversely affect the profitability of our
    tenants and hinder their ability to make rent payments to
    us.
    fee-for-service
 42




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Some
    tenants of our medical office buildings and healthcare-related
    facilities will be subject to fraud and abuse laws, the
    violation of which by a tenant may jeopardize the tenants
    ability to make rent payments to us.
      
    the Federal Anti-Kickback Statute, which prohibits, among other
    things, the offer, payment, solicitation or receipt of any form
    of remuneration in return for, or to induce, the referral of any
    item or service reimbursed by Medicare or Medicaid;
    the Federal Physician Self-Referral Prohibition, which, subject
    to specific exceptions, restricts physicians from making
    referrals for specifically designated health services for which
    payment may be made under Medicare or Medicaid programs to an
    entity with which the physician, or an immediate family member,
    has a financial relationship;
    the False Claims Act, which prohibits any person from knowingly
    presenting false or fraudulent claims for payment to the federal
    government, including claims paid by the Medicare and Medicaid
    programs; and
    the Civil Monetary Penalties Law, which authorizes the
    U.S. Department of Health and Human Services to impose
    monetary penalties for certain fraudulent acts.  and/or and/or
  Adverse
    trends in healthcare provider operations may negatively affect
    our lease revenues and our ability to pay distributions to our
    stockholders.
    
    changes in the demand for and methods of delivering healthcare
    services;
    changes in third party reimbursement policies;
    significant unused capacity in certain areas, which has created
    substantial competition for patients among healthcare providers
    in those areas;
    increased expense for uninsured patients;
    increased competition among healthcare providers;
    increased liability insurance expense;
    continued pressure by private and governmental payors to reduce
    payments to providers of services; and
    increased scrutiny of billing, referral and other practices by
    federal and state authorities.   43




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Our
    healthcare-related tenants may be subject to significant legal
    actions that could subject them to increased operating costs and
    substantial uninsured liabilities, which may affect their
    ability to pay their rent payments to us.
  and/or
  Risks
    Related to Debt Financing
  Increases
    in interest rates could increase the amount of our debt payments
    and therefore negatively impact our operating
    results.
    To the
    extent we borrow at fixed rates or enter into fixed interest
    rate swaps, we will not benefit from reduced interest expense if
    interest rates decrease.
    Hedging
    activity may expose us to risks.
   44




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Lenders
    may require us to enter into restrictive covenants relating to
    our operations, which could limit our ability to pay
    distributions to our stockholders.
    Interest-only
    indebtedness may increase our risk of default and ultimately may
    reduce our funds available for distribution to our
    stockholders.
    If we
    enter into financing arrangements involving balloon payment
    obligations, it may adversely affect our ability to refinance or
    sell properties on favorable terms, and to pay distributions to
    our stockholders.
    Risks
    Related to Real Estate-Related Investments
  The
    mortgage loans in which we may invest and the mortgage loans
    underlying the mortgage-backed securities in which we may invest
    may be impacted by unfavorable real estate market conditions,
    which could decrease their value.
   45




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Delays
    in liquidating defaulted mortgage loan investments could reduce
    our investment returns.
    The
    commercial mortgage-backed securities in which we may invest are
    subject to several types of risks.
        The
    mezzanine loans in which we may invest would involve greater
    risks of loss than senior loans secured by income-producing real
    estate.
  loan-to-value
 46




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Real
    estate-related equity securities in which we may invest are
    subject to specific risks relating to the particular issuer of
    the securities and may be subject to the general risks of
    investing in real estate or real estate-related
    assets.
    We
    expect a portion of our real estate-related investments to be
    illiquid and we may not be able to adjust our portfolio in
    response to changes in economic and other
    conditions.
    Interest
    rate and related risks may cause the value of our real
    estate-related investments to be reduced.
      If we
    liquidate prior to the maturity of our real estate-related
    investments, we may be forced to sell those investments on
    unfavorable terms or at a loss.
   47




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Risks
    Related to Joint Ventures
  The
    terms of joint venture agreements or other joint ownership
    arrangements into which we have and may enter could impair our
    operating flexibility and our results of
    operations.
    
    a venture partner may at any time have economic or other
    business interests or goals which become inconsistent with our
    business interests or goals, including inconsistent goals
    relating to the sale of properties held in a joint venture or
    the timing of the termination and liquidation of the venture;
    a venture partner might become bankrupt and such proceedings
    could have an adverse impact on the operation of the partnership
    or joint venture;
    actions taken by a venture partner might have the result of
    subjecting the property to liabilities in excess of those
    contemplated; and
    a venture partner may be in a position to take action contrary
    to our instructions or requests or contrary to our policies or
    objectives, including our policy with respect to qualifying and
    maintaining our qualification as a REIT.    We may
    structure our joint venture relationships in a manner which may
    limit the amount we participate in the cash flows or
    appreciation of an investment.
   48




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Federal
    Income Tax Risks
  Failure
    to qualify as a REIT for federal income tax purposes would
    subject us to federal income tax on our taxable income at
    regular corporate rates, which would substantially reduce our
    ability to pay distributions to our stockholders.
        To
    qualify as a REIT and to avoid the payment of federal income and
    excise taxes, we may be forced to borrow funds, use proceeds
    from the issuance of securities (including our offering), or
    sell assets to pay distributions, which may result in our
    distributing amounts that may otherwise be used for our
    operations.
    Our
    investment strategy may cause us to incur penalty taxes, lose
    our REIT status, or own and sell properties through taxable REIT
    subsidiaries, each of which would diminish the return to our
    stockholders.
   49




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50




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Our
    stockholders may have a current tax liability on distributions
    they elect to reinvest in shares of our common
    stock.
    Legislative
    or regulatory action with respect to taxes could adversely
    affect the returns to our investors.
        In
    certain circumstances, we may be subject to federal and state
    income taxes as a REIT, which would reduce our cash available
    for distribution to our stockholders.
   51




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Distributions
    to tax-exempt stockholders may be classified as
    UBTI.
    
    part of the income and gain recognized by certain qualified
    employee pension trusts with respect to our common stock may be
    treated as UBTI if the shares of our common stock are
    predominately held by qualified employee pension trusts, and we
    are required to rely on a special look-through rule for purposes
    of meeting one of the REIT share ownership tests, and we are not
    operated in a manner to avoid treatment of such income or gain
    as UBTI;
    part of the income and gain recognized by a tax exempt
    stockholder with respect to the shares of our common stock would
    constitute UBTI if the stockholder incurs debt in order to
    acquire the shares of our common stock; and
    part or all of the income or gain recognized with respect to the
    shares of our common stock by social clubs, voluntary employee
    benefit associations, supplemental unemployment benefit trusts
    and qualified group legal services plans which are exempt from
    federal income taxation under Sections 501(c)(7), (9),
    (17) or (20) of the Internal Revenue Code may be
    treated as UBTI.  Complying
    with the REIT requirements may cause us to forego otherwise
    attractive opportunities.
    Foreign
    purchasers of shares of our common stock may be subject to
    FIRPTA tax upon the sale of their shares of our common
    stock.
    Foreign
    stockholders may be subject to FIRPTA tax upon the payment of a
    capital gains dividend.
   52




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Employee
    Benefit Plan, IRA, and Other Tax-Exempt Investor Risks
    If our
    stockholders fail to meet the fiduciary and other standards
    under ERISA or the Code as a result of an investment in shares
    of our common stock, our stockholders could be subject to
    criminal and civil penalties.
    
    whether their investment is consistent with the applicable
    provisions of the Employee Retirement Income Security Act of
    1974, as amended, or ERISA, and the Code, or any other
    applicable governing authority in the case of a government plan;
    whether their investment is made in accordance with the
    documents and instruments governing their Benefit Plan or IRA,
    including their Benefit Plan or IRAs investment policy;
    whether their investment satisfies the prudence and
    diversification requirements of Sections 404(a)(1)(B) and
    404(a)(1)(C) of ERISA;
    whether their investment will impair the liquidity of the
    Benefit Plan or IRA;
    whether their investment will constitute a prohibited
    transaction under Section 406 of ERISA or Section 4975
    of the Code;
    whether their investment will produce UBTI, as defined in
    Sections 511 through 514 of the Code, to the Benefit Plan
    or IRA; and
    their need to value the assets of the Benefit Plan or IRA
    annually in accordance with ERISA and the Code.  and/or and/or
  Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.   53




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Indebtedness
    Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   54




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Market
    Information
    Form 10-K Form 10-K
  Stockholders
    Distributions
         55




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Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Number of Securities


Weighted


Number ofto be Issued upon


Average


SecuritiesExercise of


Exercise Price of


RemainingOutstanding Options,


Outstanding Options,


Available for FuturePlan Category

Warrants and Rights


Warrants and Rights


IssuanceEquity compensation plans approved by security holders(1)










1,985,000Equity compensation plans not approved by security holders










Total










1,985,000     (1)
    
    On October 21, 2009, we granted an aggregate of
    15,000 shares of restricted common stock, as defined in our
    incentive plan, to our independent directors in connection with
    their initial election to our board of directors, of which 20.0%
    vested on the grant date and 20.0% will vest on each of the
    first four anniversaries of the date of grant. Shares of
    restricted common stock may not be sold, transferred, exchanged,
    assigned, pledged, hypothecated or otherwise encumbered. Such
    restrictions expire upon vesting. Such shares are not shown in
    the chart above as they are deemed outstanding shares of our
    common stock; however, such grants reduce the number of
    securities remaining available for future issuance.  Use of
    Public Offering Proceeds
  Form S-11 No. 333-158111,
     56




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Unregistered
    Sales of Equity Securities
    Purchase
    of Equity Securities by the Issuer and Affiliated
    Purchasers
         57




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Item 6.
    Selected
    Financial Data.    Form 10-K.
  Selected Financial Data

December 31, 2009BALANCE SHEET DATA:Total assets

$
13,809,000Stockholders equity

$
13,283,000   Period fromJanuary 7, 2009(Date of Inception)throughDecember 31, 2009STATEMENT OF OPERATIONS DATA:General and administrative expenses

$
286,000Loss from continuing operations

$
(282,000
)Net loss attributable to controlling interest

$
(281,000
)Net loss per common share  basic and diluted(1):Net loss from continuing operations

$
(1.51
)Net loss attributable to controlling interest

$
(1.51
)STATEMENT OF CASH FLOWS DATA:Cash flows (used) in operating activities

$
(40,000
)Cash flows provided by (used in) investing activities

$
Cash flows provided by financing activities

$
13,813,000OTHER DATA:Distributions declared

$
Distributions declared per share

$
Funds from operations(2)

$
(281,000
)Net operating income (loss)(3)

$
     (1)
    
    Net loss per common share is based upon the weighted average
    number of shares of our common stock outstanding. Distributions
    by us of our current and accumulated earnings and profits for
    federal income tax purposes are taxable to stockholders as
    ordinary income. Distributions in excess of these earnings and
    profits generally are treated as a non-taxable reduction of the
    stockholders basis in the shares of our common stock to
    the extent thereof (a return of capital for tax purposes) and,
    thereafter, as taxable gain. These distributions in excess of
    earnings and profits will have the effect of deferring taxation
    of the distributions until the sale of the stockholders
    common stock.(2)
    
    For additional information on FFO, see Item 7.
    Managements Discussion and Analysis of Financial Condition
    and Results of Operations  Funds from Operations,
    which includes a reconciliation of our GAAP net loss to FFO for
    the period from January 7, 2009 (Date of Inception) through
    December 31, 2009.(3)
    
    For additional information on net operating income, see
    Item 7. Managements Discussion and Analysis of
    Financial Condition and Results of Operations  Net
    Operating Income (Loss), which includes a reconciliation of our
    GAAP net loss to net operating income (loss) for the period from
    January 7, 2009 (Date of Inception) through
    December 31, 2009. 58




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  The use of the words we, us or
    our refers to Grubb & Ellis Healthcare
    REIT II, Inc. and its subsidiaries, including Grubb &
    Ellis Healthcare REIT II Holdings, LP, except where the context
    otherwise requires.
  Form 10-K.
  Forward-Looking
    Statements
    Overview
    and Background
     59




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day-to-day
    Investment
    Strategy
      lease-up
    
    Quality.  We seek to acquire properties that
    are suitable for their intended use with a quality of
    construction that is capable of sustaining the propertys
    investment potential for the long-term, assuming funding of
    budgeted maintenance, repairs and capital improvements.
    Location.  We seek to acquire properties that
    are located in established or otherwise appropriate markets for
    comparable properties, with access and visibility suitable to
    meet the needs of its occupants. 60




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
    Market; Supply and Demand.  We focus on local
    or regional markets that have potential for stable and growing
    property level cash flows over the long-term. These
    determinations are based in part on an evaluation of local
    economic, demographic and regulatory factors affecting the
    property. For instance, we favor markets that indicate a growing
    population and employment base or markets that exhibit potential
    limitations on additions to supply, such as barriers to new
    construction. Barriers to new construction include lack of
    available land and stringent zoning restrictions. In addition,
    we generally will seek to limit our investments in areas that
    have limited potential for growth.
    Predictable Capital Needs.  We seek to acquire
    properties where the future expected capital needs can be
    reasonably projected in a manner that would enable us to meet
    our objectives of growth in cash flows and preservation of
    capital and stability.
    Cash Flows.  We seek to acquire properties
    where the current and projected cash flows, including the
    potential for appreciation in value, would enable us to meet our
    overall investment objectives. We evaluate cash flows as well as
    expected growth and the potential for appreciation.        Critical
    Accounting Policies
    Use of
    Estimates
    Revenue
    Recognition, Tenant Receivables and Allowance for Uncollectible
    Accounts
  Revenue Recognition
 61




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Leases 605-45, Revenue Recognition  Principal Agent
    Consideration 605-45. 605-45
    Capitalization
    of Expenditures and Depreciation of Assets
    lease-by-lease
  Impairment
   62




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
    significant negative industry or economic trends;
    a significant underperformance relative to historical or
    projected future operating results; and
    a significant change in the extent or manner in which the asset
    is used or significant physical change in the asset.    Properties
    Held for Sale
  , Property, Plant, and Equipment,
  , Property, Plant, and
    Equipment
  
    management, having the authority to approve the action, commits
    to a plan to sell the asset;
    the asset is available for immediate sale in its present
    condition subject only to terms that are usual and customary for
    sales of such assets;
    an active program to locate a buyer and other actions required
    to complete the plan to sell the asset has been initiated;
    the sale of the asset is probable and the transfer of the asset
    is expected to qualify for recognition as a completed sale
    within one year;
    the asset is being actively marketed for sale at a price that is
    reasonable in relation to its current fair value; and
    given the actions required to complete the plan to sell the
    asset, it is unlikely that significant changes to the plan would
    be made or that the plan would be withdrawn.  Purchase
    Price Allocation
  Business Combinations
 63




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lease-up
          Qualification
    as a REIT
      Recently
    Issued Accounting Pronouncements
  Form 10-K.
 64




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Factors
    Which May Influence Results of Operations
  Form 10-K,
  Rental
    Income
    Offering
    Proceeds
    Sarbanes-Oxley
    Act
      Results
    of Operations
     65




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Form 10-K.
  Liquidity
    and Capital Resources
               66




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Cash
    Flows
        Distributions
      Financing
     67




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REIT
    Requirements
    Commitments
    and Contingencies
  Form 10-K
  Debt
    Service Requirements
    Contractual
    Obligations
    Off-Balance
    Sheet Arrangements
    Inflation
    Funds
    from Operations
   68




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##### Table of Contents



Period fromJanuary 7, 2009(Date of Inception)throughDecember 31, 2009Net loss

$
(282,000
)Add:Net loss attributable to noncontrolling interest


1,000Depreciation and amortization  consolidated properties


FFO

$
(281,000
)FFO per common share  basic and diluted

$
(1.51
)Weighted average common shares outstanding  basic and
    diluted


186,330   Net
    Operating Income (Loss)
   69




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##### Table of Contents



Period fromJanuary 7, 2009(Date of Inception)throughDecember 31, 2009Net loss

$
(282,000
)Add:General and administrative


286,000Depreciation and amortization


Interest expense


Less:Interest and dividend income


(4,000
)Net operating income (loss)

$
   Subsequent
    Events
  Form 10-K.
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.        Item 8.
    Financial
    Statements and Supplementary Data.    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A(T).
    Controls
    and Procedures.  Evaluation of disclosure controls and
    procedures.
 70




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Rules 13a-15(b) 15d-15(b) Rules 13a-15(e) 15d-15(e)
  Managements Report on Internal Control over
    Financial Reporting.
  Changes in internal control over financial
    reporting.
  Item 9B.
    Other
    Information.   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.    Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accounting Fees and Services.   71




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PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.  Financial Statements:
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of Independent Registered Public
    Accounting Firm


73Consolidated Balance Sheet as of
    December 31, 2009


74Consolidated Statement of Operations for the
    Period from January 7, 2009 (Date of Inception) through
    December 31, 2009


75Consolidated Statement of Equity for the Period
    from January 7, 2009 (Date of Inception) through
    December 31, 2009


76Consolidated Statement of Cash Flows for the
    Period from January 7, 2009 (Date of Inception) through
    December 31, 2009


77Notes to Consolidated Financial Statements


78   Financial Statement Schedule:
    Exhibits:
    Exhibits:
    Financial Statement Schedule:
   72




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Ernst &
    Young LLP
    73




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.CONSOLIDATED BALANCE SHEET 
    As of December 31, 2009
  ASSETSCash

$
13,773,000Prepaid expenses


36,000Total assets

$
13,809,000LIABILITIES AND EQUITYLiabilities:Accounts payable and accrued liabilities

$
178,000Accounts payable due to affiliates


347,000Total liabilities


525,000Commitments and contingencies (Note 3)Equity:Stockholders equity:Preferred stock, $0.01 par value; 200,000,000 shares
    authorized; none issued and outstanding


Common stock, $0.01 par value; 1,000,000,000 shares
    authorized; 1,532,268 shares issued and outstanding as of
    December 31, 2009


15,000Additional paid-in capital


13,549,000Accumulated deficit


(281,000
)Total stockholders equity


13,283,000Noncontrolling interest (Note 5)


1,000Total equity


13,284,000Total liabilities and equity

$
13,809,000    74




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.CONSOLIDATED STATEMENT OF OPERATIONS 
    For the Period from January 7, 2009 (Date of Inception)
    through December 31, 2009
  Expenses:General and administrative

$
286,000Loss from operations


(286,000
)Other income:Interest income


4,000Net loss


(282,000
)Less: Net loss attributable to noncontrolling interest


1,000Net loss attributable to controlling interest

$
(281,000
)Net loss per common share attributable to controlling
    interest  basic and diluted

$
(1.51
)Weighted average number of common shares
    outstanding  basic and diluted


186,330    75




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.CONSOLIDATED STATEMENT OF
    EQUITY 
    For the Period from January 7, 2009 (Date of Inception)
    through December 31, 2009
  Stockholders EquityCommon StockNumber of





Additional


Preferred


Accumulated


Noncontrolling


TotalShares


Amount


Paid-In Capital


Stock


Deficit


Interest


EquityBALANCE  January 7, 2009 (Date of Inception)





$



$



$



$



$



$
Issuance of common stock


1,517,268



15,000



15,103,000















15,118,000Issuance of vested and nonvested restricted common stock


15,000







30,000















30,000Offering costs










(1,589,000
)














(1,589,000
)Amortization of nonvested common stock compensation










5,000















5,000Noncontrolling interest contribution to operating partnership






















2,000



2,000Net loss


















(281,000
)


(1,000
)


(282,000
)BALANCE  December 31, 2009


1,532,268


$
15,000


$
13,549,000


$



$
(281,000
)

$
1,000


$
13,284,000    76




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.CONSOLIDATED STATEMENT OF CASH
    FLOWS 
    For the Period from January 7, 2009 (Date of Inception)
    through December 31, 2009
  CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(282,000
)Adjustments to reconcile net loss to net cash used in operating
    activities:Stock based compensation


35,000Changes in operating assets and liabilities:Prepaid expenses


(36,000
)Accounts payable and accrued liabilities


178,000Accounts payable due to affiliates


65,000Net cash used in operating activities


(40,000
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common stock


15,118,000Noncontrolling interest contribution to operating partnership


2,000Payment of offering costs


(1,307,000
)Net cash provided by financing activities


13,813,000NET CHANGE IN CASH


13,773,000CASH  Beginning of period


CASH  End of period

$
13,773,000SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIESFinancing Activities:Accrued offering costs

$
282,000    77




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 For the Period from January 7, 2009 (Date of
    Inception) through December 31, 2009
  The use of the words we, us or
    our refers to Grubb & Ellis Healthcare
    REIT II, Inc. and its subsidiaries, including Grubb &
    Ellis Healthcare REIT II Holdings, LP, except where the context
    otherwise requires.
  1.
    Organization
    and Description of Business      day-to-day
    2.
    Summary
    of Significant Accounting Policies   78




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Basis
    of Presentation
        Use of
    Estimates
    Stock
    Compensation
  Compensation  Stock Compensation
  Income
    Taxes
      Income Taxes
 79




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Segment
    Disclosure
  Segment Reporting
  Recently
    Issued Accounting Pronouncements
  Accounting for Transfers of
    Financial Assets  an amendment of FASB Statement
    No. 140 Transfers and Servicing Accounting for Transfers and Servicing of Financial Assets
    and Extinguishment of Liabilities Transfers and Servicing Consolidation of
    Variable Interest Entities, an Interpretation of Accounting
    Research Bulletin No. 51, Consolidation
  Amendments to FASB Interpretation No. 46(R) Consolidation
  3.
    Commitments
    and Contingencies  Litigation
    Other
    Organizational and Offering Expenses
   80




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      4.
    Related
    Party Transactions  Fees
    and Expenses Paid to Affiliates
  and/or
  Offering
    Stage
  Selling
    Commissions
    Dealer
    Manager Fee
    Other
    Organizational and Offering Expenses
   81




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Acquisition
    and Development Stage
  Acquisition
    Fee
      Development
    Fee
      Reimbursement
    of Acquisition Expenses
      Operational
    Stage
  Asset
    Management Fee
   82




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Property
    Management Fee
  sub-contract
    On-site
    Personnel and Engineering Payroll
  on-site on-site
  Lease
    Fees
      Construction
    Management Fee
    Operating
    Expenses
   83




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Related
    Party Services Agreement
        Compensation
    for Additional Services
    Liquidity
    Stage
  Disposition
    Fees
   84




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Subordinated
    Participation Interest
  Subordinated
    Distribution of Net Sales Proceeds
    Subordinated
    Distribution upon Listing
    Accounts
    Payable Due to Affiliates
    Entity

Fee

December 31,
    2009Grubb & Ellis Equity Advisors

Operating Expenses

$
65,000Grubb & Ellis Equity Advisors

Offering Costs


150,000Grubb & Ellis Securities

Selling Commissions and Dealer Manager Fees


132,000$
347,000   5.
    Equity  Preferred
    Stock
    Common
    Stock
     85




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Noncontrolling
    Interest of Limited Partner in Operating
    Partnership
      Distributions
      Distribution
    Reinvestment Plan
    Share
    Repurchase Plan
     86




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009
    Incentive Plan
            WeightedRestricted


Average GrantCommon


Date FairStock


ValueBalance  January 7, 2009 (Date of Inception)





$
Granted


15,000



10.00Vested


(3,000
)


10.00Forfeited






Balance  December 31, 2009


12,000


$
10.00Expected to vest  December 31, 2009


12,000


$
10.00  87




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Concentration
    of Credit Risk    7.
    Per Share
    Data  Earnings per Share
  8.
    Subordinated
    Distribution Upon Termination      9.
    Selected
    Quarterly Financial Data (unaudited)    88




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Quarters EndedPeriod fromJanuary 7, 2009(Date of Inception)throughDecember 31, 2009


September 30, 2009


June 30, 2009


March 31, 2009Revenues

$



$



$



$
Expenses


(224,000
)


(62,000
)






Loss from operations


(224,000
)


(62,000
)






Other income


4,000











Net loss


(220,000
)


(62,000
)






Less: Net loss attributable to noncontrolling interest


1,000











Net loss attributable to controlling interest

$
(219,000
)

$
(62,000
)

$



$
Net loss per common share attributable to controlling
    interest  basic and diluted

$
(0.32
)

$
(3.10
)

$



$
Weighted average number of common shares outstanding 
    basic and diluted


675,136



20,000



20,000



13,333   10.
    Subsequent
    Events  Status
    of our Offering
      Proposed
    Property Acquisitions
     89




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##### Table of Contents



GRUBB &
    ELLIS HEALTHCARE REIT II, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       90




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##### Table of Contents



SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the
    Securities Exchange Act of 1934, the registrant has duly caused
    this report to be signed on its behalf by the undersigned,
    thereunto duly authorized. Grubb & Ellis
    Healthcare REIT II, Inc.(Registrant)By

/s/  Jeffrey
    T. HansonJeffrey
    T. Hanson

Chief Executive Officer and Chairman of the Board (principal
    executive officer)Date

February 25, 2010By

/s/  Shannon
    K S JohnsonShannon
    K S Johnson

Chief Financial Officer (principal financial officer and
    principal accounting officer)Date

February 25, 2010     By

/s/  Jeffrey
    T. HansonJeffrey
    T. Hanson

Chief Executive Officer and Chairman of the Board (principal
    executive officer)Date

February 25, 2010By

/s/  Shannon
    K S JohnsonShannon
    K S Johnson

Chief Financial Officer (principal financial officer and
    principal accounting officer)Date

February 25, 2010By

/s/  Danny
    ProskyDanny
    Prosky

DirectorDate

February 25, 2010By

/s/  Patrick
    R. LeardoPatrick
    R. Leardo

DirectorDate

February 25, 2010By

/s/  Gerald
    W. RobinsonGerald
    W. Robinson

DirectorDate

February 25, 2010By

/s/  Gary
    E. StarkGary
    E. Stark

DirectorDate

February 25, 2010  91




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##### Table of Contents



EXHIBIT INDEX
  Regulation S-K,
  Form 10-K Regulation S-K).
  3
.1

Second Articles of Amendment and Restatement of
    Grubb & Ellis Healthcare REIT II, Inc. dated
    July 30, 2009 (included as Exhibit 3.1 to
    Pre-Effective Amendment No. 3 to our Registration Statement
    on
    Form S-11
    (File
    No. 333-158111)
    filed August 5, 2009 and incorporated herein by reference)3
.2

Articles of Amendment to the Second Articles of Amendment and
    Restatement of Grubb & Ellis Healthcare REIT II, Inc.
    dated September 1, 2009 (included as Exhibit 3.1 to
    our Current Report on
    Form 8-K
    filed September 3, 2009 and incorporated herein by
    reference)3
.3

Second Articles of Amendment to the Second Articles of Amendment
    and Restatement of Grubb & Ellis Healthcare REIT II,
    Inc. dated September 18, 2009 (included as Exhibit 3.1
    to our Current Report on
    Form 8-K
    filed September 21, 2009 and incorporated herein by
    reference)3
.4

Bylaws of Grubb & Ellis Healthcare REIT II, Inc.
    (included as Exhibit 3.2 to our Registration Statement on
    Form S-11
    (File
    No. 333-158111)
    filed March 19, 2009 and incorporated herein by reference)4
.1

Second Amended and Restated Escrow Agreement between
    Grubb & Ellis Healthcare REIT II, Inc.,
    Grubb & Ellis Securities, Inc. and CommerceWest Bank,
    N.A., dated October 26, 2009 (included as Exhibit 4.1
    to our Current Report on
    Form 8-K
    filed October 30, 2009 and incorporated herein by reference)4
.2

Form of Subscription Agreement of Grubb & Ellis
    Healthcare REIT II, Inc. (included as Exhibit B to
    Supplement No. 1 to our Prospectus filed pursuant to
    Rule 424(b)(3) (File
    No. 333-158111)
    filed October 29, 2009 and incorporated herein by reference)4
.3

Distribution Reinvestment Plan of Grubb & Ellis
    Healthcare REIT II, Inc. effective as of August 24, 2009
    (included as Exhibit C to our Prospectus filed pursuant to
    Rule 424(b)(3) (File
    No. 333-158111)
    filed August 27, 2009 and incorporated herein by reference)4
.4

Share Repurchase Plan of Grubb & Ellis Healthcare REIT
    II, Inc. (included as Exhibit D to our Prospectus filed
    pursuant to Rule 424(b)(3) (File
    No. 333-158111)
    filed August 27, 2009 and incorporated herein by reference)10
.1

Agreement of Limited Partnership of Grubb & Ellis
    Healthcare REIT II Holdings, LP (included as Exhibit 10.2
    to our Registration Statement on Form S-11 (File
    No. 333-158111)
    filed March 19, 2009 and incorporated herein by reference)10
.2

Advisory Agreement by and among Grubb & Ellis
    Healthcare REIT II, Inc., Grubb & Ellis Healthcare
    REIT II Holdings, LP and Grubb & Ellis Healthcare REIT
    II Advisor, LLC dated August 24, 2009 (included as
    Exhibit 10.1 to our
    Form 10-Q
    filed November 4, 2009 and incorporated herein by reference)10
.3

Form of Indemnification Agreement between Grubb &
    Ellis Healthcare REIT II, Inc. and Indemnitee made effective as
    of August 24, 2009 (included as Exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed September 3, 2009 and incorporated herein by
    reference)10
.4

Grubb & Ellis Healthcare REIT II, Inc. 2009 Incentive
    Plan (included as Exhibit 10.3 to Pre-Effective Amendment
    No. 1 to our Registration Statement on
    Form S-11
    (File
    No. 333-158111)
    filed May 8, 2009 and incorporated herein by reference)10
.5

Form of Restricted Stock Award Agreement of Grubb &
    Ellis Healthcare REIT II, Inc. (included as Exhibit 10.1 to
    our Current Report on Form 8-K filed October 26, 2009
    and incorporated herein by reference)21
.1*

Subsidiaries of Grubb & Ellis Healthcare REIT II, Inc.31
.1*

Certification of Chief Executive Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2*

Certification of Chief Financial Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 92




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##### Table of Contents



32
.1**

Certification of Chief Executive Officer, pursuant to
    18 U.S.C. Section 1350, as created by Section 906
    of the Sarbanes-Oxley Act of 200232
.2**

Certification of Chief Financial Officer, pursuant to
    18 U.S.C. Section 1350, as created by Section 906
    of the Sarbanes-Oxley Act of 2002     *
    
    Filed herewith.**
    
    Furnished herewith. 93