May 01, 2019

Griffin Capital Essential Asset REIT, Inc. (“GCEAR”) and Griffin Capital Essential Asset REIT II, Inc. (“GCEAR II”) Complete Merger

El Segundo, Calif. (May 1, 2019) – Griffin Capital Essential Asset REIT II, Inc. (“GCEAR II”) announced the completion of the merger with Griffin Capital Essential Asset REIT, Inc. (“GCEAR”). The merger creates a $4.7 billion, self-managed REIT, which will generate significant benefits for shareholders, including substantial cost savings, increased operating efficiencies, and immediate accretion to earnings and cash flow. Operating as GCEAR II, the combined company brings together two highly-complementary, similarly-constructed portfolios with analogous investment mandates, significantly increasing the size, scale, and diversification of the new entity.

“We appreciate the confidence of our shareholders who voted overwhelmingly in favor of this merger, which will deliver immediate and significant value,” said Michael J. Escalante, CEO and President of GCEAR II. “GCEAR II is well-positioned for the future and our experienced management team is committed to intelligent growth of the portfolio and the continued generation of superior income and overall risk-adjusted returns for our shareholders.”

As previously announced on December 14, 2018, GCEAR completed a self-administration transaction which provided immediate benefits to GCEAR shareholders, including a considerable reduction in the operating expenses of GCEAR; these benefits will extend to the combined company, effective today. On March 13 and April 15, 2019, GCEAR II and GCEAR shareholders respectively voted to approve the transaction; approximately 90 percent of the shares voted were in favor of the merger.

Advisors
Robert A. Stanger & Co., Inc. and Bank of America Merrill Lynch acted as financial advisors to GCEAR, and SunTrust Robinson Humphrey, Inc. acted as financial advisor to GCEAR II’s special committee of the board of directors. Nelson Mullins Riley & Scarborough LLP provided legal counsel to GCEAR, and Venable LLP provided legal counsel to GCEAR’s special committee of the board of directors. Morris, Manning & Martin, LLP provided legal counsel to GCEAR II’s special committee of the board of directors.

About Griffin Capital Essential Asset REIT II
Griffin Capital Essential Asset REIT II, Inc., is a self-managed, publicly registered, non-listed Real Estate Investment Trust (REIT) that reports its Net Asset Value (NAV) daily. Its portfolio of net-lease assets consists of single-tenant, business essential properties throughout the United States, diversified by corporate credit, physical geography, product type, and lease duration. As of April 30, 2019, Griffin Capital Essential Asset REIT II owns 101 properties located in 25 states totaling 27.2 million in rentable square feet, representing a total REIT capitalization of $4.7 billion. Griffin Capital Securities, LLC, Member FINRA/SIPC, is the dealer manager for Griffin Capital Essential Asset REIT II.

Additional information is available at www.gcear.com.

This press release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, but are not limited to: uncertainties relating to changes in general economic and real estate conditions; uncertainties relating to the implementation of our real estate investment strategy; uncertainties relating to financing availability and capital proceeds; uncertainties relating to the closing of property acquisitions; uncertainties related to the timing and availability of distributions; and other risk factors as outlined in the REIT’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission (the "SEC"). This is neither an offer nor a solicitation to purchase securities.

News & Updates

Diana Keary
Senior Vice President
Griffin Capital Company

Finsbury
Joe Berg

Director

310-633-9446
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The Griffin Capital Essential Asset REIT, Inc. website is available for use subject to its Terms and Conditions and our Privacy Policy. Please click on the highlighted terms to review these. To review a summary of the risk factors related to an investment in the Griffin Capital Essential Asset REIT, Inc. program  click here.

This material must be read in conjunction with the applicable prospectus in order to understand all the implications and risks of any offering of securities to which the material relates. If you have not previously reviewed a prospectus, click here. Otherwise, to proceed, agree to the Terms and Conditions and Privacy Policy of this website.

THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN. AN OFFERING IS MADE ONLY BY THE PROSPECTUS. THIS SALES AND ADVERTISING LITERATURE MUST BE READ IN CONJUNCTION WITH THE PROSPECTUS IN ORDER TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING OF SECURITIES TO WHICH IT RELATES. A COPY OF THE PROSPECTUS MUST BE MADE AVAILABLE TO YOU IN CONNECTION WITH THIS OFFERING. NO OFFERING IS MADE TO NEW YORK RESIDENTS EXCEPT BY A PROSPECTUS FILED WITH THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK. NEITHER THE SECURITIES AND EXCHANGE COMMISSION, THE ATTORNEY GENERAL OF THE STATE OF NEW YORK NOR ANY OTHER STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC. INVOLVES A HIGH DEGREE OF RISK AND THERE CAN BE NO ASSURANCE THAT THE INVESTMENT OBJECTIVES OF THIS PROGRAM WILL BE ATTAINED. 

Risk Factors: An investment in Griffin Capital Essential Asset REIT, Inc. involves a high degree of risk and there can be no assurance that the investment objectives of this program will be attained. Some of the risks associated with this offering include the following: this is a “best efforts” offering and some or all of our shares may not be sold; no public market currently exists for our shares; it may be difficult to sell your shares, and if you do, it will likely be at a substantial discount; the purchase and redemption price for shares of our common stock will be based on the NAV of each class of common stock; we may use substantial debt to acquire our properties; we may fail to continue to qualify as a REIT; our share redemption program is subject to available liquidity and other significant restrictions and we may amend, suspend or terminate the share redemption program at any time; a portion of the offering proceeds may be used to redeem or repurchase our shares; and future distribution declarations are at the sole discretion of the board of directors and are not guaranteed. We may fund a portion of our distributions from offering proceeds or from borrowings in anticipation of future cash flows, some or all of which may be a return of capital.

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The Griffin Capital Essential Asset REIT, Inc. website is available for use subject to its Terms and Conditions and our Privacy Policy. Please click on the highlighted terms to review these. To review a summary of the risk factors related to an investment in the Griffin Capital Essential Asset REIT, Inc. program  click here.

This material must be read in conjunction with the applicable prospectus in order to understand all the implications and risks of any offering of securities to which the material relates. If you have not previously reviewed a prospectus, click here. Otherwise, to proceed, agree to the Terms and Conditions and Privacy Policy of this website.

THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN. AN OFFERING IS MADE ONLY BY THE PROSPECTUS. THIS SALES AND ADVERTISING LITERATURE MUST BE READ IN CONJUNCTION WITH THE PROSPECTUS IN ORDER TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING OF SECURITIES TO WHICH IT RELATES. A COPY OF THE PROSPECTUS MUST BE MADE AVAILABLE TO YOU IN CONNECTION WITH THIS OFFERING. NO OFFERING IS MADE TO NEW YORK RESIDENTS EXCEPT BY A PROSPECTUS FILED WITH THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK. NEITHER THE SECURITIES AND EXCHANGE COMMISSION, THE ATTORNEY GENERAL OF THE STATE OF NEW YORK NOR ANY OTHER STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC. INVOLVES A HIGH DEGREE OF RISK AND THERE CAN BE NO ASSURANCE THAT THE INVESTMENT OBJECTIVES OF THIS PROGRAM WILL BE ATTAINED. 

Risk Factors: An investment in Griffin Capital Essential Asset REIT, Inc. involves a high degree of risk and there can be no assurance that the investment objectives of this program will be attained. Some of the risks associated with this offering include the following: this is a “best efforts” offering and some or all of our shares may not be sold; no public market currently exists for our shares; it may be difficult to sell your shares, and if you do, it will likely be at a substantial discount; the purchase and redemption price for shares of our common stock will be based on the NAV of each class of common stock; we may use substantial debt to acquire our properties; we may fail to continue to qualify as a REIT; our share redemption program is subject to available liquidity and other significant restrictions and we may amend, suspend or terminate the share redemption program at any time; a portion of the offering proceeds may be used to redeem or repurchase our shares; and future distribution declarations are at the sole discretion of the board of directors and are not guaranteed. We may fund a portion of our distributions from offering proceeds or from borrowings in anticipation of future cash flows, some or all of which may be a return of capital.