UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1530, 2019

Griffin Capital Essential Asset REIT, Inc.

(Griffin Capital Essential Asset REIT II, Inc., as successor by merger)

(Exact name of registrant as specified in its charter)

Commission File Number: 000-54377



MD		26-3335705
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

~~Griffin Capital Plaza,~~ 1520 E. Grand Avenue, El Segundo, CA 90245

(Address of principal executive offices, including zip code)

(310) 469-6100

(Registrant's telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 52.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~ Assets

On ~~April~~December 1514, ~~2019~~2018, Griffin Capital Essential Asset REIT, Inc. (the "“Registrant"”) ~~reconvened and concluded its 2018 Annual Meeting of Stockholders (the "2018 Annual Meeting") at 1520 E. Grand Avenue~~, ElGriffin ~~Segundo,~~Capital ~~California.~~Essential AsAsset ~~previously~~Operating ~~reported in the Registrant's March 14~~Partnership, ~~2019 Current Report on Form 8-K, the 2018 Annual Meeting commenced on March 13, 2019 and the Registrant's stockholders voted on Proposal 2, Proposal 3 and Proposal 4 at such time~~L.P. ~~The Registrant adjourned~~ (the ~~2018 Annual Meeting with respect to Proposal 1 - approval of the proposed merger of the Registrant with and into Globe Merger Sub, LLC (~~“~~Merger~~GCEAR ~~Sub~~Operating Partnership”), ~~a wholly-owned subsidiary of~~ Griffin Capital Essential Asset REIT II, Inc. (“GCEAR II”), ~~pursuant to the Agreement and Plan of Merger dated as of December 14, 2018 (the "Merger Agreement"), by and among GCEAR II,~~ Griffin Capital Essential Asset Operating Partnership II, L.P., (the ~~operating partnership of~~ “GCEAR II, ~~Merger~~Operating ~~Sub~~Partnership”), ~~the Registrant~~ and ~~Griffin~~Globe ~~Capital~~Merger ~~Essential Asset Operating Partnership~~Sub, ~~L.P.~~LLC, ~~the~~a ~~operating~~wholly ~~partnership~~owned subsidiary of ~~the~~GCEAR ~~Registrant~~II (~~the "Proposed~~ “Merger" Sub”)., Atentered ~~the~~into ~~close~~an ofAgreement ~~business~~and onPlan ~~December 21, 2018, the record date~~ of ~~the~~Merger ~~2018 Annual Meeting, there were 166,285,020 outstanding shares entitled to vote at~~ (the ~~2018~~“Merger ~~Annual Meeting~~Agreement”).

~~The~~As ~~Registrant~~previously ~~adjourned~~discussed in the ~~2018~~Registrant's ~~Annual~~Current ~~Meeting~~Reports ~~until~~on ~~March~~Form ~~29,~~8-K ~~2019,~~filed with the Securities and ~~again~~Exchange ~~until~~Commission ~~April~~(the ~~15,~~"SEC") ~~2019~~on toMarch ~~allow~~14, ~~for~~2019 ~~additional~~and ~~time~~April to15, ~~solicit~~2019, ~~stockholder~~stockholders ~~votes~~of onthe ~~Proposal~~Registrant 1,approved the ~~Proposed~~Company Merger. ~~Proposal~~(as 1defined isbelow) ~~described~~contemplated inby ~~detail~~the inMerger Agreement at the Registrant's ~~definitive~~Annual ~~proxy~~Meeting ~~statement~~of ~~and~~Stockholders ~~prospectus filed with the Securities and Exchange Commission~~ on ~~February~~April 415, 2019. ~~With regards to Proposal 1, the Proposed Merger was approved by the following vote:~~

	Votes For:		Votes Against:		Votes Abstained:	Broker Non-Votes:
Approval of Proposed Merger	85,973,346		3,985,525		5,660,767	16,108,571

As previously discussed in GCEAR II's Current Report on Form 8-K filed with the SEC on March 14, 2019, stockholders of GCEAR II approved the Company Merger contemplated by the Merger Agreement at GCEAR II's Annual Meeting of Stockholders on March 13, 2019.

~~The~~On April 30, 2019, pursuant to the Merger Agreement, (i) the Registrant's ~~stockholders~~merged ~~approved~~with and into Merger Sub, with Merger Sub surviving as a direct, wholly owned subsidiary of GCEAR II (the ~~Proposed~~“Company Merger.”) Asand ~~contemplated~~(ii) bythe GCEAR II Operating Partnership merged with and into the GCEAR Operating Partnership (the “Partnership Merger” ~~Agreement:~~and, together with the Company Merger, the “Mergers”), with the GCEAR Operating Partnership surviving the Partnership Merger. At such time, (i) in accordance with the applicable provisions of the Maryland General Corporation Law and the Maryland Limited Liability Company Act, the separate existence of the Registrant ceased and (ii) in accordance with the Delaware Revised Uniform Limited Partnership Act, the separate existence of the GCEAR II Operating Partnership ceased.

•At ~~The~~the ~~Registrant~~effective ~~shall~~time ~~merge~~of ~~with~~the Company Merger, each issued and ~~into~~outstanding ~~Merger~~share ~~Sub~~of (the ~~"Merger"~~Registrant’s common stock (or fraction thereof), $0.001 ~~Merger~~par ~~Sub~~value ~~will~~per ~~continue~~share as(the “GCEAR Common Stock”), converted into the ~~surviving~~right ~~entity~~to ~~and~~receive as1.04807 ashares ~~wholly-owned~~of ~~subsidiary~~Class E common stock of GCEAR II, ~~and~~$0.001 par value per share (the ~~separate~~“GCEAR ~~corporate~~II ~~existence~~Class E Common Stock”), and each issued and outstanding share of the Registrant’s ~~will~~Series ~~cease~~A cumulative perpetual convertible preferred stock (the “Series A Preferred Stock”), converted into the right to receive one share of Series A cumulative perpetual convertible preferred stock of GCEAR II.

•Stockholders ~~At the effective time~~ of the ~~Merger,~~Registrant ~~each~~who ~~share~~were ofenrolled in the Registrant's ~~common~~distribution ~~stock,~~reinvestment orplan ~~fraction thereof, issued and outstanding immediately prior to the effective time of the Merger will be~~ automatically ~~converted~~became ~~into~~enrolled ~~the~~in ~~right to receive 1.04807 shares of newly created~~ GCEAR II's ~~Class~~distribution Ereinvestment ~~common~~plan, ~~stock~~unless ~~(the "Merger Consideration")~~ and ~~each~~until ~~share~~any ofsuch ~~the~~stockholder ~~Registrant's~~requests ~~preferred stock issued and outstanding immediately prior~~ to ~~the~~not ~~effective time of the Merger will~~ be ~~automatically~~enrolled ~~converted~~in ~~into the right to receive one share of newly created~~ GCEAR II's ~~Series~~distribution Areinvestment ~~Cumulative Perpetual Convertible Preferred Stock (the "Preferred Stock Merger Consideration")~~plan.

•At ~~The~~the ~~cancellation~~effective ~~and~~time ~~conversion~~ of ~~shares~~the ofPartnership Merger, each GCEAR Operating Partnership unit (“OP Units”) outstanding immediately prior to the ~~Registrant's~~effective ~~common~~time ~~stock~~of ~~and~~the ~~preferred~~Partnership ~~stock~~Merger converted into the right to receive 1.04807 Class E OP Units in the ~~Merger~~surviving ~~Consideration~~partnership and ~~Preferred~~each ~~Stock~~GCEAR ~~Merger~~II ~~Consideration,~~Operating ~~respectively,~~Partnership ~~will~~unit ~~occur~~outstanding ~~automatically~~immediately atprior to the effective time of the Partnership Merger converted into the right to receive one OP Unit of like class in the surviving partnership. The special limited partnership interest of the GCEAR II Operating Partnership was automatically redeemed, canceled and retired as described in the Merger Agreement.

In addition, on April 30, 2019, following the Partnership Merger, Merger Sub merged with and into GCEAR II with GCEAR II surviving, at which time the separate existence of Merger Sub ceased.

The combined company (the “Combined Company”) following the Mergers retains the name “Griffin Capital Essential Asset REIT II, Inc.” The Company Merger is intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended.

As of April 30, 2019, the Combined Company had a total capitalization of approximately $4.7 billion, and owned 101 properties in 25 states, consisting of approximately 27.2 million square feet. On a pro forma basis, the Combined Company portfolio was 93.9% occupied, on a weighted average basis, with a remaining weighted average lease term of 7.3 years. Approximately 66.4% of the Combined Company portfolio net rent, on a pro forma basis, comes from properties leased to tenants and/or guarantors who have, or whose non-guarantor parent companies have, investment grade or what management of the Registrant believes are generally equivalent ratings. In addition, no tenant represents more than 3.9% of the net rents of the Combined Company, on a pro forma basis, with the top ten tenants comprising a collective 28.2% of the net rents of the Combined Company.

The descriptions of the Merger Agreement and the Mergers contained in this Item 2.01 do not purport to be complete and are subject to and qualified in their entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on December 20, 2018, and is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders

As a result of and at the effective time of the Company Merger, holders of GCEAR Common Stock immediately prior to such time ceased having any rights as stockholders of the Registrant (other than their right to receive the 1.04807 validly issued, fully paid and nonassessable shares of GCEAR II Class E Common Stock per share under the Merger Agreement).

The information set forth in Item 2.01 is incorporated herein by reference.

Item 5.01. Change in Control of Registrant

As a result of and at the effective time of the Company Merger, a change in control of the Registrant occurred and the Registrant merged with and into Merger Sub and the separate corporate existence of the Registrant ceased. The aggregate consideration paid in connection with the Company Merger consisted of approximately 174,981,548 shares of GCEAR II Class E Common Stock. In addition, on April 30, 2019, following the Partnership Merger, Merger Sub merged with and into GCEAR II.

The information set forth in Item 2.01 is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

Press Release

On May 1, 2019, GCEAR II issued a press release on behalf of GCEAR II and the Registrant announcing completion of the Mergers pursuant to the Merger Agreement as described in detail above in Item 2.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Pursuant to the rules and regulations of the SEC, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits



(d)	Exhibits
2.1	Agreement and Plan of Merger dated December 14, 2018, by and among the Registrant, the GCEAR Operating Partnership, GCEAR II, the GCEAR II Operating Partnership and Merger Sub, incorporated by reference to Exhibit 2.1 to the Registrant's current report on Form 8-K, filed on December 20, 2018, Commission File No. 000-54377
99.1	Press Release dated May 1, 2019

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Griffin Capital Essential Asset REIT, Inc.
		Griffin Capital Essential Asset REIT II, Inc., as successor by merger to Griffin Capital Essential Asset REIT, Inc.
Date: April 15, 2019	By:	/s/ Howard S. Hirsch
Date: May 1, 2019	By:	/s/ Howard S. Hirsch
		Howard S. Hirsch
		Chief Legal Officer and Secretary

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