Griffin REIT Shareholders Approve $4.7 Billion Merger

At its rescheduled 2018 annual meeting, shareholders of Griffin Capital Essential Asset REIT Inc., a publicly registered non-traded real estate investment trust, voted and approved the proposed merger transaction with Griffin Capital Essential Asset REIT II.

At its rescheduled 2018 annual meeting, shareholders of Griffin Capital Essential Asset REIT Inc., a publicly registered non-traded real estate investment trust, voted and approved the proposed merger transaction with Griffin Capital Essential Asset REIT II that will create a $4.7 billion self-managed REIT.

Nearly 86 million Griffin Capital Essential Asset REIT shares voted in favor of the merger proposal, approximately 4 million voted against, and nearly 5.7 million abstained.

Griffin Capital Essential Asset REIT II shareholders approved the merger last month, while Griffin Capital Essential Asset REIT rescheduled its annual meeting two times to obtain additional votes.

Griffin Capital Essential Asset REIT II will be the surviving entity of the combined company and will oversee a portfolio of 101 office and industrial properties totaling approximately 27.2 million square feet.

Shortly after the merger closes, Griffin Capital Essential Asset REIT II plans to conduct a tender offer for all shareholders of at least $100 million.

At the time of the merger, each share of Griffin Capital Essential Asset REIT common stock will be automatically converted into the right to receive 1.04807 shares of newly created Griffin Capital Essential Asset REIT II Class E common stock.

Each share of the Griffin Capital Essential Asset REIT preferred stock will be automatically converted into the right to receive one share of newly created Griffin Capital Essential Asset REIT II Series A Cumulative Perpetual Convertible Preferred Stock.

Griffin Capital Essential Asset REIT’s portfolio includes 76 office and industrial properties with a total REIT capitalization of approximately $3.5 billion. The company’s initial public offering was declared effective by the Securities and Exchange Commission in November 2009. The REIT closed its follow-on offering in April 2014 and has raised a total of approximately $1.5 billion in investor equity, according to Summit Investment Research.

Griffin Capital Essential Asset REIT II has acquired 35 office and industrial buildings totaling approximately with a total REIT capitalization of approximately $1.3 billion. The offering was declared effective by the SEC in July 2014 and closed in January 2017 after raising $746 million in investor equity. The REIT commenced a follow-on offering as a perpetual life REIT in September 2017.

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