8-K

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): March 19, 2019

Griffin Capital Essential Asset REIT, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-54377

Maryland	26-3335705
(State or other jurisdiction ofincorporation)	(IRS EmployerIdentification 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:

[x] 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 7.01.Regulation FD Disclosure

On March 19, 2019, Griffin Capital Essential Asset REIT, Inc. (the "Registrant") issued a press release and a detailed slide presentation from a quarterly update call with registered representatives and due diligence personnel discussing the Registrant’s financial results for the year ended December 31, 2018. A copy of the press release and the earnings presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein solely for purposes of this Item 7.01 disclosure.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1 and Exhibit 99.2 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.

99.1Griffin Capital Essential Asset REIT, Inc. Press Release, dated March 19, 2019

99.2Presentation of Griffin Capital Essential Asset REIT, Inc.

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.
Date: March 19, 2019	By:	/s/ Javier F. Bitar
		Javier F. Bitar
		Chief Financial Officer and Treasurer

EX-99.1

EXHIBIT 99.1

For Immediate Release: March 19, 2019

Media Contacts:

Diana Keary

Griffin Capital Company, LLC

dkeary@griffincapital.com

949-270-9303

Ben Rosner

Finsbury Associate Director

ben.rosner@finsbury.com

646-805-2085

Griffin Capital Essential Asset REIT Reports

Fourth Quarter and Full Year 2018 Results

EL SEGUNDO, Calif. (March 19, 2019) - Griffin Capital Essential Asset REIT, Inc. (the “REIT”) announced its results for the quarter ended December 31, 2018 and full year 2018.

“2018 was another strong year for the REIT - we acquired three new properties which added approximately 1.9 million square feet to our portfolio and we announced two transformative transactions, positioning us well for the future,” said Michael Escalante, Chief Executive Officer and President of the REIT. “We believe the completed self-administration transaction and pending merger with Griffin Capital Essential Asset REIT II will generate significant long term benefits for our stockholders, including substantial cost savings, increased operating efficiencies, and immediate accretion to earnings and cash flow. We are enthusiastic about the future of these combined companies with a focused and aligned management team dedicated to the success and future of the REIT.”

As of December 31, 2018, the REIT’s portfolio⁽¹⁾ consisted of 74 assets encompassing approximately 19.9 million rentable square feet of space in 20 states.

Results as of December 31, 2018 - Highlights and Accomplishments:

Portfolio Overview

• The total capitalization of our portfolio as of December 31, 2018 was $3.5 billion⁽²⁾.

• Our weighted average remaining lease term was approximately 6.55 years with average annual rent increases of approximately 2.1%.

• Our portfolio was 96.5%leased.

• Approximately 61.4%of our portfolio’s net rental revenue⁽³⁾ was generated by properties leased to tenants and/or guarantors with investment grade credit ratings or whose non-guarantor parent companies have investment grade credit ratings⁽⁴⁾.

• During the year ended December 31, 2018, we executed new and renewal leases totaling approximately 686 thousand and 1.9 million square feet, which included the execution of a new 12-year lease with Floor & Decor for approximately 185 thousand square feet in Atlanta, GA, and 7-year lease with Dohmen Life Science Service, LLC for approximately 78 thousand square feet in Mason, OH during the quarter ended December 31, 2018.

• During the year ended December 31, 2018, we acquired three properties for a total of $183.1 million and approximately 1.9 million square feet, which completed our 1031 exchange transaction related to sale of the DreamWorks Animation Headquarters and Studio Campus ("Dreamworks") in 2017.

• On November 2, 2018, we sold the Quad/Graphics Property located in Loveland, Colorado for total proceeds of $10.7 million, including a termination fee, less closing costs and other closing credits. The carrying value of the property on

the closing date was approximately $10.3 million. Upon the sale of the property, we recognized a gain of approximately $0.4 million.

• On December 28, 2018, we sold the Bridgestone Property located in Bloomingdale, Illinois for total proceeds of $2.5 million, less closing costs and other closing credits. The carrying value of the property on the closing date was approximately $2.8 million. Upon the sale of the property, we recognized a loss of approximately $0.3 million.

Financial Results

• Total revenue was $336.4 million for the year ended December 31, 2018, compared to $346.5 million for the prior year.

• Net income attributable to common stockholders was $17.6 million, or $0.10 per basic and diluted share for the year ended December 31, 2018, compared to $140.7 million or $0.81 per basic and diluted share for the year ended December 31, 2017. The decrease during the period was primarily due to the gain on sale of $116.4 million for the ITT, Dreamworks and One Century Plaza properties, which sold in the prior year, as well as higher interest expense in the current year.

• The ratio of debt to total real estate acquisition price as of December 31, 2018 was 45.4%⁽¹⁾.

Self- Administration/ Merger Transaction

• On December 14, 2018, we and our Operating Partnership entered into the Self Administration Transaction, with Griffin Capital Company, LLC ("GCC") and Griffin Capital LLC ("GC LLC"), pursuant to which GCC and GC LLC contributed to the Operating Partnership all of the membership interests in Griffin Capital Real Estate Company, LLC ("GRECO") and certain assets related to the business of GRECO, in exchange for 20,438,684 units of limited partnership interest in our Operating Partnership, plus additional cash and limited partnership units as earn-out consideration. As a result of the Self Administration Transaction, we are now self-managed and acquired the advisory, asset management and property management business of GRECO.

• On December 14, 2018, our Operating Partnership, Griffin Capital Essential Asset REIT II , Inc. ("GCEAR II"), Griffin Capital Essential Asset Operating Partnership II, L.P. and Globe Merger Sub, LLC, a wholly owned subsidiary of GCEAR II, entered into an Agreement and Plan of Merger, which has been approved by GCEAR II stockholders. The combined company will have a total capitalization of approximately $4.72 billion, and will own 101 properties in 25 states, consisting of approximately 27.2 million square feet.

Non-GAAP Measures

• Adjusted funds from operations, or AFFO, was approximately $138.6 million for the year ended December 31, 2018, compared to approximately $148.7 million for the same period in 2017. Funds from operations, or FFO⁽⁵⁾, was approximately $139.2 million and $157.2 million for the years ended December 31, 2018 and 2017, respectively. Please see the financial reconciliation tables and notes at the end of this release for more information regarding AFFO and FFO.

• Our Adjusted EBITDA, as defined per our credit facility agreement, was approximately $228.6 million for the year ended December 31, 2018 with a fixed charge and interest coverage ratio of 3.76 and 4.21, respectively. Please see the financial reconciliation tables and notes at the end of this release for more information regarding adjusted EBITDA and related ratios.

About Griffin Capital Essential Asset REIT

Griffin Capital Essential Asset REIT, Inc. is a self managed publicly registered, non-traded REIT with a portfolio consisting primarily of single tenant business essential properties throughout the United States, diversified by corporate credit, physical geography, product type, and lease duration. Griffin Capital Essential Asset REIT, Inc.’s portfolio, as of December 31, 2018, of 74 office and industrial properties totaling 19.9 million rentable square feet, located in 20 states, representing total REIT capitalization of approximately $3.5 billion.

Additional information is available at www.griffincapital.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.

______________________________

¹ Excludes the property information related to the acquisition of an 80% ownership interest in a joint venture with affiliates of Digital Realty Trust, L.P. and 45% ownership interest in the Heritage Common X joint venture property.

² Total capitalization includes the outstanding debt balance plus total equity raised and issued, including operating partnership units, preferred shares and shares issued pursuant to the DRP, net of redemptions.

³ Net rent is based on (a) the contractual base rental payments assuming the lease requires the tenant to reimburse us for certain operating expenses or the property is self-managed by the tenant and the tenant is responsible for all, or substantially all, of the operating expenses; or (b) contractual rent payments less certain operating expenses that are our responsibility for the 12-month period subsequent to December 31, 2018 and includes assumptions that may not be indicative of the actual future performance of a property, including the assumption that the tenant will perform its obligations under its lease agreement during the next 12 months.

⁴ Approximately 61.4% of our portfolio's net rental revenue was generated by properties leased to tenants and/or guarantors with investment grade credit ratings or whose non-guarantor parent companies have investment grade ratings or what management believes are generally equivalent ratings. Of the 61.4% investment grade tenant ratings, 56.2% is from a Nationally Recognized Statistical Rating Organization (NRSRO) credit rating, with the remaining 5.2% being from a non-NRSRO, but having a rating that we believe is generally equivalent to an NRSRO investment grade rating. Bloomberg’s default risk rating is an example of a non-NRSRO rating.

⁵ FFO, as described by National Association of Real Estate Investment Trusts ("NAREIT"), is adjusted for non-controlling interest and redeemable preferred distributions.

GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	December 31,
	2018			2017
ASSETS
Cash and cash equivalents	$	48,478		$	40,735
Restricted cash	15,807			174,132
Real estate:
Land	350,470			342,021
Building and improvements	2,165,016			2,024,865
Tenant origination and absorption cost	530,181			495,364
Construction in progress	27,697			7,078
Total real estate	3,073,364			2,869,328
Less: accumulated depreciation and amortization	(538,412		)	(426,752		)
Total real estate, net	2,534,952			2,442,576
Investments in unconsolidated entities	30,565			37,114
Intangible assets, net	17,099			18,269
Deferred rent	55,163			46,591
Deferred leasing costs, net	29,958			19,755
Goodwill	229,948			—
Due from affiliate	19,685			—
Other assets	31,120			24,238
Total assets	$	3,012,775		$	2,803,410
LIABILITIES AND EQUITY
Debt, net	$	1,353,531		$	1,386,084
Restricted reserves	8,201			8,701
Interest rate swap liability	6,962			—
Redemptions payable	—			20,382
Distributions payable	12,248			6,409
Due to affiliates	42,406			3,545
Below market leases, net	23,115			23,581
Accrued expenses and other liabilities	80,616			64,133
Total liabilities	1,527,079			1,512,835
Commitments and contingencies
Perpetual convertible preferred shares	125,000			—
Common stock subject to redemption	11,523			33,877
Noncontrolling interests subject to redemption; 531,000 units as of December 31, 2018 and December 31, 2017	4,887			4,887
Stockholders' equity:
Common Stock, $0.001 par value; 700,000,000 shares authorized; 166,285,021 and 170,906,111 shares outstanding, as of December 31, 2018 and December 31, 2017, respectively	166			171
Additional paid-in-capital	1,556,778			1,561,694
Cumulative distributions	(570,977		)	(454,526		)
Accumulated earnings	128,525			110,907
Accumulated other comprehensive (loss) income	(2,409		)	2,460
Total stockholders' equity	1,112,083			1,220,706
Noncontrolling interests	232,203			31,105
Total equity	1,344,286			1,251,811
Total liabilities and equity	$	3,012,775		$	2,803,410

GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

	Year Ended December 31,
	2018			2017			2016
Revenue:
Rental income	$	247,442		$	257,465		$	267,654
Lease termination income	15,671			14,604			1,211
Property expense recoveries	73,246			74,421			75,409
Total revenue	336,359			346,490			344,274
Expenses:
Property operating expense	49,509			50,918			50,986
Property tax expense	44,662			44,980			45,789
Asset management fees to affiliates	23,668			23,499			23,530
Property management fees to affiliates	9,479			9,782			9,740
Self administration transaction expense	1,331			—			—
Acquisition fees and expenses to non-affiliates	—			—			541
Acquisition fees and expenses to affiliates	—			—			1,239
General and administrative expenses	6,968			7,322			6,544
Corporate operating expenses to affiliates	3,594			2,652			1,525
Depreciation and amortization	119,168			116,583			130,849
Impairment provision	—			8,460			—
Total expenses	258,379			264,196			270,743
Income before other income and (expenses)	77,980			82,294			73,531
Other income (expenses):
Interest expense	(55,194		)	(51,015		)	(48,850		)
Loss from investment in unconsolidated entities	(2,254		)	(2,065		)	(1,640		)
Gain on acquisition of unconsolidated entity	—			—			666
Gain from disposition of assets	1,231			116,382			—
Other income	275			537			2,848
Net income	22,038			146,133			26,555
Distributions to redeemable preferred shareholders	(3,275		)	—			—
Net income attributable to noncontrolling interests	(789		)	(5,120		)	(912		)
Net income attributable to controlling interest	17,974			141,013			25,643
Distributions to redeemable noncontrolling interests attributable to common stockholders	(356		)	(356		)	(358		)
Net income attributable to common stockholders	$	17,618		$	140,657		$	25,285
Net income attributable to common stockholders per share, basic and diluted	$	0.10		$	0.81		$	0.14
Weighted average number of common shares outstanding, basic and diluted	167,803,846			173,923,077			175,481,629

GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC.

Funds from Operations and Adjusted Funds from Operations

(in thousands)

Funds from Operations and Adjusted Funds from Operations

Our management believes that historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient.

Management is responsible for managing interest rate, hedge and foreign exchange risks. To achieve our objectives, we may borrow at fixed rates or variable rates. In order to mitigate our interest rate risk on certain financial instruments, if any, we may enter into interest rate cap agreements or other hedge instruments and in order to mitigate our risk to foreign currency exposure, if any, we may enter into foreign currency hedges. We view fair value adjustments of derivatives, impairment charges and gains and losses from dispositions of assets as non-recurring items or items which are unrealized and may not ultimately be realized, and which are not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance.

In order to provide a more complete understanding of the operating performance of a REIT, the National Association of Real Estate Investment Trusts (“NAREIT”) promulgated a measure known as funds from operations (“FFO”). FFO is defined as net income or loss computed in accordance with GAAP, excluding extraordinary items, as defined by GAAP, and gains and losses from sales of depreciable operating property, adding back asset impairment write-downs, plus real estate related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), and after adjustment for unconsolidated partnerships, joint ventures and preferred distributions. Because FFO calculations exclude such items as depreciation and amortization of real estate assets and gains and losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), they facilitate comparisons of operating performance between periods and between other REITs. As a result, we believe that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. It should be noted, however, that other REITs may not define FFO in accordance with the current NAREIT definition or may interpret the current NAREIT definition differently than we do, making comparisons less meaningful.

Additionally, we use Adjusted Funds from Operations (“AFFO”) as a non-GAAP financial measure to evaluate our operating performance. We previously used Modified Funds from Operations ("MFFO") (as defined by the Institute for Portfolio Alternatives) as a non-GAAP measure of operating performance.  Management decided to replace the MFFO measure with AFFO because AFFO provides investors with supplemental performance information that is consistent with the performance models and analysis used by management. In addition, AFFO is a measure used among our peer group, which includes publicly traded REITs. We also believe that AFFO is a recognized measure of sustainable operating performance by the REIT industry. Further, we believe AFFO is useful in comparing the sustainability of our operating performance with the sustainability of the operating performance of other real estate companies.

Management believes that AFFO is a beneficial indicator of our ongoing portfolio performance and ability to sustain our current distribution level. More specifically, AFFO isolates the financial results of our operations. AFFO, however, is not considered an appropriate measure of historical earnings as it excludes certain significant costs that are otherwise included in reported earnings. Further, since the measure is based on historical financial information, AFFO for the period presented may not be indicative of future results or our future ability to pay our dividends. By providing FFO and AFFO, we present information that assists investors in aligning their analysis with management’s analysis of long-term operating activities. As explained below, management’s evaluation of our operating performance excludes items considered in the calculation of AFFO based on the following economic considerations:

• Deferred rent. Most of our leases provide for periodic minimum rent payment increases throughout the term of the lease. In accordance with GAAP, these periodic minimum rent payment increases during the term of a lease are recorded on a straight-line basis and create deferred rent. As deferred rent is a GAAP non-cash adjustment and is included in historical earnings, FFO is adjusted for the effect of deferred rent to arrive at AFFO as a means of determining operating results of our portfolio.

• Amortization of in-place lease valuation. Acquired in-place leases are valued as above-market or below-market as of the date of acquisition based on the present value of the difference between (a) the contractual amounts to be paid pursuant to the in-place leases and (b) management's estimate of fair market lease rates for the corresponding in-place leases over a period equal to the remaining non-cancelable term of the lease for above-market leases. The above-market and below-market lease values are capitalized as intangible lease assets or liabilities and amortized as an adjustment to rental income over the remaining terms of the respective leases. As this item is a non-cash adjustment and is included in historical earnings, FFO is adjusted for the effect of the amortization of in-place lease valuation to arrive at AFFO as a means of determining operating results of our portfolio.

• Acquisition-related costs. We were organized primarily with the purpose of acquiring or investing in income-producing real property in order to generate operational income and cash flow that will allow us to provide regular cash distributions to our stockholders. In the process, we incur non-reimbursable affiliated and non-affiliated acquisition-related costs, which in accordance with GAAP are capitalized and included as part of the relative fair value when the property acquisition meets the definition of an asset acquisition or are expensed as incurred and are included in the determination of income (loss) from operations and net income (loss), for property acquisitions accounted for as a business combination. By excluding acquisition-related costs, AFFO may not provide an accurate indicator of our operating performance during periods in which acquisitions are made. However, it can provide an indication of our on-going ability to generate cash flow from operations and continue as a going concern after we cease to acquire properties on a frequent and regular basis, which can be compared to the AFFO of other non-listed REITs that have completed their acquisition activity and have similar operating characteristics to ours. Management believes that excluding these costs from AFFO provides investors with supplemental performance information that is consistent with the performance models and analyses used by management.

• Financed termination fee, net of payments received. We believe that a fee received from a tenant for terminating a lease is appropriately included as a component of rental revenue and therefore included in AFFO. If, however, the termination fee is to be paid over time, we believe the recognition of such termination fee into income should not be included in AFFO. Alternatively, we believe that the periodic amount paid by the tenant in subsequent periods to satisfy the termination fee obligation should be included in AFFO.

• Gain or loss from the extinguishment of debt. We use debt as a partial source of capital to acquire properties in our portfolio. As a term of obtaining this debt, we will pay financing costs to the respective lender. Financing costs are presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and amortized into interest expense on a straight-line basis over the term of the debt. We consider the amortization expense to be a component of operations if the debt was used to acquire properties. From time to time, we may cancel certain debt obligations and replace these canceled debt obligations with new debt at more favorable terms to us. In doing so, we are required to write off the remaining capitalized financing costs associated with the canceled debt, which we consider to be a cost, or loss, on extinguishing such debt. Management believes that this loss is considered an event not associated with our operations, and therefore, deems this write off to be an exclusion from AFFO.

• Unrealized gains (losses) on derivative instruments. These adjustments include unrealized gains (losses) from mark-to-market adjustments on interest rate swaps and losses due to hedge ineffectiveness. The change in the fair value of interest rate swaps not designated as a hedge and the change in the fair value of the ineffective portion of interest rate swaps are non-cash adjustments recognized directly in earnings and are included in interest expense. We have excluded these adjustments in our calculation of AFFO to more appropriately reflect the economic impact of our interest rate swap agreements.

For all of these reasons, we believe the non-GAAP measures of FFO and AFFO, in addition to income (loss) from operations, net income (loss) and cash flows from operating activities, as defined by GAAP, are helpful supplemental performance measures and useful to investors in evaluating the performance of our real estate portfolio. However, a material limitation associated with FFO and AFFO is that they are not indicative of our cash available to fund distributions since other uses of cash, such as capital expenditures at our properties and principal payments of debt, are not deducted when calculating FFO and AFFO. The use of AFFO as a measure of long-term operating performance on value is also limited if we do not continue to operate under our current business plan as noted above. AFFO is useful in assisting management and investors in assessing our ongoing ability to generate cash flow from operations and continue as a going concern in future operating periods, and in particular, after the offering and acquisition stages are complete. However, FFO and AFFO are not useful measures in evaluating NAV because impairments are taken into account in determining NAV but not in determining FFO and AFFO. Therefore, FFO and AFFO should not be viewed as a more prominent measure of performance than income (loss) from operations, net income (loss) or to cash flows from operating activities and each should be reviewed in connection with GAAP measurements.

Neither the SEC, NAREIT, nor any other applicable regulatory body has opined on the acceptability of the adjustments contemplated to adjust FFO in order to calculate AFFO and its use as a non-GAAP performance measure. In the future, the SEC or NAREIT may decide to standardize the allowable exclusions across the REIT industry, and we may have to adjust the calculation and characterization of this non-GAAP measure.

Our calculation of FFO and AFFO is presented in the following table for the years ended December 31, 2018, 2017 and 2016 (in thousands):

	Year Ended December 31,
	2018			2017			2016
Net income	$	22,038		$	146,133		$	26,555
Adjustments:
Depreciation of building and improvements	60,120			55,982			56,707
Amortization of leasing costs and intangibles	59,020			60,573			74,114
Impairment provision	—			8,460			—
Equity interest of depreciation of building and improvements - unconsolidated entities	2,594			2,496			2,486
Equity interest of amortization of intangible assets - unconsolidated entities	4,644			4,674			4,751
Gain from sale of depreciable operating property	(1,231		)	(116,382		)	—
Gain on acquisition of unconsolidated entity	—			—			(666		)
FFO	$	147,185		$	161,936		$	163,947
Distributions to redeemable preferred shareholders	(3,275		)	—			—
Distributions to noncontrolling interests	(4,737		)	(4,737		)	(4,493		)
FFO, net of noncontrolling interest and redeemable preferred distributions	$	139,173		$	157,199		$	159,454
Reconciliation of FFO to AFFO:
FFO, net of noncontrolling interest and redeemable preferred distributions	$	139,173		$	157,199		$	159,454
Adjustments:
Acquisition fees and expenses to non-affiliates	1,331			—			541
Acquisition fees and expenses to affiliates	—			—			1,239
Revenues in excess of cash received (straight-line rents)	(7,730		)	(11,372		)	(14,751		)
Amortization of (below) above market rent	(685		)	1,689			3,287
Amortization of debt premium (discount)	32			(414		)	(1,096		)
Amortization of ground leasehold interests (below market)	28			28			28
Amortization of deferred revenue	—			—			(1,228		)
Revenues in excess of cash received	(12,532		)	(12,845		)	(1,202		)
Financed termination fee payments received	15,866			11,783			1,322
Equity interest of revenues in excess of cash received (straight-line rents) - unconsolidated entities	116			(311		)	(735		)
Unrealized (gain) loss on derivatives	—			(28		)	49
Equity interest of amortization of above/(below) market rent - unconsolidated entities	2,956			2,968			2,984
AFFO	$	138,555		$	148,697		$	149,892

GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC.

Adjusted EBITDA

(Unaudited; dollars in thousands)

	Three Months Ended December 31,						Year Ended December 31,
	2018			2017			2018			2017
ADJUSTED EBITDA(1):
Net income	$	3,269		$	113,222		$	22,038		$	146,133
Depreciation and amortization	29,910			27,800			119,168			116,583
Interest expense	13,164			13,020			52,121			48,572
Amortization - Deferred financing costs	770			756			3,040			2,858
Amortization - Debt premium	8			8			31			(414		)
Amortization - In-place lease	(550		)	379			(685		)	1,689
Income taxes	278			230			632			1,944
Asset management fees	5,998			5,713			23,668			23,499
Property management fees	2,430			2,263			9,479			9,782
Self Administration transaction	1,331			—			1,331			—
Deferred rent	1,639			(2,864		)	(8,571		)	(11,372		)
Extraordinary Losses or Gains:
Termination fee	—			—			—			(12,845		)
Gain on disposition	(73		)	(112,089		)	(1,231		)	(116,382		)
Loss on Impairment	—			2,785			—			8,460
Equity percentage of net (income) loss for the Parent’s non-wholly owned direct and indirect subsidiaries	637			554			2,254			2,065
Equity percentage of EBITDA for the Parent’s non-wholly owned direct and indirect subsidiaries	2,264			2,140			8,967			8,622
	61,075			53,917			232,242			229,194
Less: Capital reserves	(931		)	(889		)	(3,682		)	(3,658		)
Adjusted EBITDA (per credit facility agreement)	$	60,144		$	53,028		$	228,560		$	225,536
Principal paid and due	$	1,598		$	1,741		$	6,494		$	6,491
Interest expense	13,710			13,463			54,335			50,911
	$	15,308		$	15,204		$	60,829		$	57,402
Interest Coverage Ratio(2)	4.39			3.94			4.21			4.43
Fixed Charge Coverage Ratio(3)	3.47			3.49			3.76			3.93

(1) Adjusted EBITDA, as defined in our credit facility agreement, is calculated as net income before interest, taxes, depreciation and amortization (EBITDA), plus acquisition fees and expenses, asset and property management fees, straight-line rents and in-place lease amortization for the period, further adjusted for acquisitions that have closed during the quarter and certain reserves for capital expenditures.

(2) Interest coverage is the ratio of interest expense as if the corresponding debt was in place at the beginning of the period to adjusted EBITDA.

(3) Fixed charge coverage is the ratio of principal amortization for the period plus interest expense as if the corresponding debt were in place at the beginning of the period plus preferred unit distributions as if in place at the beginning of the period over adjusted EBITDA.

EX-99.2

SUMMARY OF EARNINGS RESULTS Fourth Quarter 2018 THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN.

Conference Call Agenda TOPIC SPEAKER Introduction and Portfolio Characteristics Michael Escalante | CEO & President Portfolio Update Michael Escalante | CEO & President Financial Performance Review Javier Bitar | Chief Financial Officer Pending Merger Portfolio Information Michael Escalante | CEO & President Questions & Answers Michael Escalante & Javier Bitar GRIFFIN CAPITAL 2

Introduction and Portfolio Characteristics Michael Escalante I Chief Executive Officer & President

Portfolio Characteristics December 31, 2018 December 31, 2017 Total Capitalization (1) $3.46 billion $3.21 billion Acquisition Value (2) $3.00 billion $2.83 billion Number of Properties 74 73 Number of Buildings (3) 89 87 Size of Portfolio (square feet) 19.9 million 18.2 million Occupied/Leased (based on portfolio square feet) (4) 95.6%/96.5% 96.5%/96.5% Percentage of Cash Flow from Investment Grade Tenants (5)(6) 61.4% 64.8% Weighted Average Remaining Lease Term (Years) 6.55 6.51 Weighted Average Loan Maturity (Years) (7) 4.56 5.46 Current weighted average lease yield (8) 7.07% 7.57% Current weighted average debt rate (9) 3.76% 3.53% (1) Total capitalization includes the outstanding debt balance (excluding deferred financing costs and premiums/discounts), plus total equity raised and issued, including limited partnership units issued by Griffin Capital Essential Asset Operating Partnership, L.P.., preferred shares and shares issued pursuant to the DRP, net of redemptions. Excludes the 80% ownership interest in the Digital Realty Joint Venture property and 45% ownership interest in the Heritage Common X joint venture property. (2) Three acquisitions and two dispositions subsequent to December 31, 2017 brought our total acquisition value to approximately $3.0 billion. The three acquisitions with a total value of approximately $183.1 million completed our 1031 exchange on DreamWorks (see slide 8). (3) The increase in number of buildings related to the acquisitions of Quaker, McKesson (two buildings) and Shaw, during 2018, offset by the dispositions of Quad/Graphics and Bridgestone on November 2, 2018 and December 28, 2018, respectively. (4) The decrease in occupancy is primarily related to the vacancies of Houston Westway One ( approximately 0.1 million square feet), the termination for McCain Foods (approximately 0.1 million square feet), and the dispositions of Quad/Graphics and Bridgestone, slightly offset by the acquisitions of Quaker, McKesson and Shaw in the current year. (5) The decrease in investment grade tenants are related to LPL Financial Holdings, Inc., Wyndham Hotel Group, LLC, TransDigm, Floor and Decor Outlets of America, Inc. ,Westway One and Christus Health becoming sub-investment grade tenants or not rated, as well as the disposition of Bridgestone during 2018. The decrease was offset by the acquisitions of Quaker, Shaw, and McKesson, as well as Zeller Plastik USA, Inc., Nokia of America Corporation, Fox Head, Equiniti, T-Mobile West, and Randstad becoming investment grade tenants during 2018. (6) Investment grade designations are those of either tenants, guarantors and/or non-guarantor parents with investment grade ratings or what management believes are generally equivalent ratings. (7) The weighted average loan maturities for the Company’s fixed-rate and variable-rate debt are 7.88 and 1.55 years, respectively. Including the effect of interest rate swaps, the weighted average loan maturities for the Company’s fixed-rate and variable-rate debt are 5.37 and 1.55 years, respectively. (8) The current weighted average lease yield equals the sum of the aggregate lease payments from the Company's properties over the ensuing 12 months divided by the sum of the initial purchase prices of the same assets. Calculation of weighted average lease yield includes acquisition costs for vacant properties even though no income is generated. The lease yield rate spread is the difference between the current weighted average lease yield and the current weighted average debt rate. (9) Current period debt rate includes the effect of one interest rate swap for a total of $425.0 million and excludes the effect of debt premiums/discounts and deferred financing costs. GRIFFIN CAPITAL 4

Portfolio Characteristics (cont’d) December 31, 2018 December 31, 2017 Weighted Average Annual Rent Increase (1) 2.1% 2.1% Total Real Estate, Net $2.5 billion $2.4 billion Total Assets $3.0 billion $2.8 billion Total Debt $1.4 billion $1.4 billion Total Equity Raised (including DRP), Net of Redemptions $1.8 billion $1.8 billion GCC Equity Commitment (2) $26.2 million $26.2 million Ratios: Fixed Charge Coverage (Quarter to Date) (3) 3.47 3.49 Interest Coverage (Quarter to Date) (4) 4.39 3.94 Debt to Total Capitalization 39.3% 43.5% Debt to Total Real Estate Acquisition Price 45.4% 49.3% (1) Weighted average rental increase is based on the remaining term of the lease at acquisition date. Rental increase may differ based on the full lease term, which is from the original commencement date. (2) Represents investments by the principals and certain affiliates of Griffin Capital Company, LLC. (3) Fixed charge coverage is the ratio of principal amortization for the period plus interest expense as if the corresponding debt were in place at the beginning of the period plus preferred unit distributions, if any, as if in place at the beginning of the period over adjusted EBITDA. See reconciliation of net income to adjusted EBITDA and coverage ratios in the earnings release filed on March 19, 2019. (4) Interest coverage is the ratio of interest expense as if the corresponding debt was in place at the beginning of the period to adjusted EBITDA. See reconciliation of net income to adjusted EBITDA and coverage ratios in the earnings release filed on March 19, 2019. GRIFFIN CAPITAL 5

Acquisition and Portfolio Update Michael Escalante I Chief Executive Officer & President

Diversified National Portfolio* Portfolio as of December 31, 2018 Logos shown are those of tenants, lease guarantors, or non-guarantor parent companies at our properties GRIFFIN CAPITAL 7

Portfolio Characteristics 2018 Acquisitions (dollars in thousands) Acquisition/ Initial Year of Net Rent - 12 Months Disposition Approximate Credit Rating Capitalization Lease Subsequent to Property Location Major Tenant Date Purchase Price Square Feet (S&P) (1) Rate Expiration December, 2018 Total Portfolio as of December 31, 2017 $ 2,834,082 18,228,900 7.55% $ 200,195 Acquisitions: Quaker Sales & Quaker Lakeland, FL Distribution, Inc. 3/13/2018 59,600 605,400 A+ 4.85 2036 2,913 McKesson McKesson Scottsdale, AZ Corporation 4/10/2018 67,000 271,100 BBB+ 6.72 2028 5,372 Shaw Port Wentworth, GA Shaw Industries, Inc. 5/3/2018 56,526 1,001,500 AA 5.90 2033 3,335 Dispositions: World Color (USA), Quad/Graphics (2) Loveland, CO LLC 12/30/2010 (11,850) (169,800) N/A 10.26 2022 N/A 333 East Lake Street (3) Bloomingdale, IL Vacant 6/10/2015 (7,450) (71,100) N/A 17.27 2018 N/A Total Portfolio as of (4) December 31, 2018 $ 2,997,908 19,866,000 7.41% $ 211,815 (1) Reflects the tenant, parent, and/or guarantor credit rating. (2) On November 2, 2018, the Company sold the Quad/Graphics Property located in Loveland, Colorado for total proceeds of $10.7 million, less closing costs and other closing credits. The carrying value of the property on the closing date was approximately $10.3 million. Upon the sale of the property, the Company recognized a gain of approximately $0.4 million. (3) On December 28, 2018, the Company sold the Bridgestone Property located in Bloomingdale, Illinois for total proceeds of $2.5 million, less closing costs and other closing credits. The carrying value of the property on the closing date was approximately $2.8 million. Upon the sale of the property, the Company recognized a gain of approximately $0.3 million. (4) Represents the weighted average initial capitalization rate based on total purchase price. GRIFFIN CAPITAL 8

Shaw Distribution Center Savannah, GA GRIFFIN CAPITAL 9

McKesson Scottsdale Campus Scottsdale, AZ GRIFFIN CAPITAL 10

Portfolio Concentration As of December 31, 2018 Tenant Business Capital Goods: 14.9% (3) (1) Diversity Telecommunication Services: Griffin Capital management makes a 11.3% (4) conscious effort to achieve All others: 10.8% diversification by tenant industry as Griffin Capital Essential Asset REIT’s portfolio grows. As of December 31, 2018, our analysis segmented Media: 3.7% Insurance: 10.4% Griffin Capital Essential Asset REIT’s (2) portfolio into 19 industry groups . Technology, Hardware & Equipment: 3.9% Consumer Services: 3.9% Health Care Equipment & Services: 10.0% Consumer Durables & Apparel: 5.4% Retailing: 5.8% Diversified Financials: 7.7% Software & Services: 6.1% Energy: 6.1% (1) As of December 31, 2018, no tenant accounted for more than 5.5% of total net rental revenue. (2) Based on 2016 Global Industry Classification Standard (GICS). (3) Capital goods includes the following industry sub-groups: Aerospace & Defense (5.1%), Industrial Conglomerates (4.7%), Construction & Engineering (2.1%), Machinery (1.5%), Electrical Equipment (1.2%) Building Products (0.1%) and Trading Companies & Distributors (0.1%). (4) All others account for less than 3% of total net rent for the 12-month period subsequent to December 31, 2018 on an individual basis. GRIFFIN CAPITAL 11

Portfolio Concentration As of December 31, 2018 GEOGRAPHIC DISTRIBUTION ASSET ALLOCATION (BY % OF NET RENT) (BY % OF NET RENT) Office: 85.5% Texas: 12.6% California: 11.0% (1) All Others: 18.8% Georgia: 9.3% South Carolina: 4.8% Ohio: 9.2% Florida: 4.9% New Jersey: 5.4% Arizona: 8.4% Colorado: 7.8% Illinois: 7.8% Industrial/Manufacturing/ Flex: 14.5% (1) All others account for less than 4% of total net rent for the 12-month period subsequent to December 31, 2018 on an individual basis. GRIFFIN CAPITAL 12

Portfolio Concentration As of December 31, 2018 CREDIT CHARACTERISTICS (BY % OF NET RENT) (1) Investment Grade: 61.4% Unrated Credit: 5.3% Sub-Investment Grade: 33.3% (1) Investment grade descriptions are those of either tenants, guarantors, and/or non-guarantor parents with investment grade ratings or what management believes are generally equivalent ratings. GRIFFIN CAPITAL 13

Strong Tenant Profile – Top 10 Tenants As of December 31, 2018 Top Tenants % of Portfolio(1) Ratings (2) (3) 5.5% BBB+ 3.8% BB 3.3% AA 3.3% BB- 3.2% HY1(4) 3.2% BB+ 2.6% BBB+ 2.5% IG9(4) (1) Based on net rental payment 12-months subsequent to December 31, 2018. (2) Represents S&P ratings of tenants, guarantors, 2.1% BBB or non-guarantor parent entities, unless otherwise noted. (3) Represents the combined net rental 2.0% BB- revenue for the Atlanta, GA; West Chester, OH; and Houston, TX properties. (4) Represents the Bloomberg rating. TOTAL 31.5% GRIFFIN CAPITAL 14

Asset Management - Q4 2018 Acquisition Prior Lease New Expiration or Tenant Property Name Date Square Feet Expiration Termination Date Comments New Lease Activity: Floor & Decor lease signed 10/2/18 for a 12-year term with staged occupancy which will total 185,476 SF: tenant will occupy 43% of property as of July 1, 2019, 50% as of July 1, 2020, and nearly 58% as of July 1, 2020. In addition, the tenant has the right to expand onto an additional floor 2500 Windy Ridge, November totaling 23,454 SF if notice is received prior to 12/31/20. Remaining Floor & Décor Atlanta, GA 2013 185,473 N/A 6/30/2031 property availability is 25.6%. New tenant for 7-year term commenced December 1, 2018. The lease with prior tenant NextRx, which would have expired 2/28/19 and was a known vacate, was terminated effective 11/30/18, in order to Dohmen Life Science accommodate the new tenant's near-term occupancy requirement. The Service, LLC dba 8990 Duke Boulevard, November termination fee of $0.35M (representing 100% of the remaining obligation) Eversana Mason OH 2013 78,240 N/A 11/30/2025 was received in December 2018. Renewal Activity: None Lease Expirations and Terminations: None GRIFFIN CAPITAL 15

Asset Management - Q4 2018 Acquisition Prior Lease New Expiration or Tenant Property Name Date Square Feet Expiration Termination Date Comments Near-term or Recently Identified Tenant Non-Renewals: Tenant downsized into "B" quality space to cut costs as part of its 4300 Wildwood, November operational efficiency initiatives, and vacated the space in 1Q19. Property BlueLinx Atlanta, GA 2013 150,000 N/A 1/31/2019 is being actively marketed for lease. Westway II, Houston, Vallourec TX June 2015 44,000 N/A 2/8/2019 Early Discussion and Post Quarter End Lease Activity: 333/777 Republic November Roush Industries Drive, Allen Park MI 2013 169,200 7/31/2020 11/30/2028 Tenant successfully renewed for 8.3-year term. Property Sales 380 West 37th Street, December Property had been previously vacated by the tenant. Building sold on Loveland CO 2010 169,816 11/2/18 at sales price of $6,850,000, resulting in a gain of $460,000. 333 East Lake Street, Property had been previously vacated by the tenant. Building sold on Bloomingdale IL June 2015 71,053 12/28/18 at sales price of $2,465,000, resulting in a loss of $385,000. GRIFFIN CAPITAL 16

Financial Performance Review Javier Bitar | Chief Financial Officer

Financial Performance (in thousands, except per share amounts) Year Ended December 31, Three Months Ended December 31, 2018 2017 2018 2017 Total Revenue $ 336,359 $ 346,490 $ 84,928 $ 81,878 Net Income Attributable to Common Stockholders $ 17,618 $ 140,657 $ 1,014 $ 109,146 Net Income Attributable to Common Stockholders, Per Share, Basic and Diluted $ 0.10 $ 0.81 $ — $ 0.64 Adjusted EBIDTA (per facility agreement) (1) $ 228,560 $ 225,536 $ 60,144 $ 53,028 FFO (2) $ 139,173 $ 157,199 $ 31,677 $ 32,318 AFFO (3) $ 138,555 $ 148,697 $ 33,734 $ 32,150 Distributions (4) Cash Distributions $ 75,613 $ 71,156 $ 21,893 $ 17,871 Distribution Reinvestment Plan (DRP) 40,838 49,541 7,171 12,103 Total Distributions $ 116,451 $ 120,697 $ 29,064 $ 29,974 (1) See reconciliation of net income to adjusted EBITDA and coverage ratios in the earnings release filed on March 19, 2019. (2) FFO reflects distributions paid to noncontrolling interests and redeemable preferred shareholders. (3) Beginning with the three months ended March 31, 2018, the Company is using Adjusted Funds from Operations (“AFFO”) as a non-GAAP financial measure to evaluate the Company's operating performance. The Company previously used Modified Funds from Operations as a non-GAAP measure of operating performance. See reconciliation of AFFO in the earnings release filed on March 19, 2019. No adjustments were required to the prior periods for this change. (4) Represents distributions paid and declared to common stockholders. GRIFFIN CAPITAL 18

Shareholder Performance Summary As of December 31, 2018(1) Cumulative Value of a Investor as of Purchase Date Purchase Price(2) $10,000 Investment(3) Annualized Return Commencement of Public Offering 11/6/2009 $10.00 $18,614 7.22% Commencement of the Follow-On Offering 4/26/2013 $10.28 $14,160 6.63% Termination of the Follow-On Offering 4/22/2014 $10.28 $13,202 6.49% Signature Office REIT Investors (as of Close of the Merger) 6/10/2015 $10.40 $12,070 5.94% (1) Performance assumes distributions were reinvested pursuant to the distributions reinvestment plan and includes distributions accrued but not paid for the record dates between and including December 1, 2018 to December 31, 2018. The ending value of shares is based on an estimated net asset value of $10.05 as of June 30, 2018 which was approved by the REIT's board of directors on October 24, 2018. Historical returns do not guarantee future results. (2) Purchase price is based on (1) the gross offering price for shares as of the purchase date or (2) the estimated purchase price implied by the exchange ratio for the Signature Office REIT, Inc. merger, as applicable. (3) Based on $10,000 invested at the purchase price on the purchase date. GRIFFIN CAPITAL 19

Self Administration Transaction On December 14, 2018, the Company and the Operating Partnership entered into the Self Administration Transaction, with GCC and GC LLC, pursuant to which GCC and GC LLC contributed to the Operating Partnership all of the membership interests in GRECO and certain assets related to the business of GRECO, in exchange for 20,438,684 units of limited partnership in the Operating Partnership and additional limited partnership units as earn-out consideration. The Self Administration Transaction was accounted for using the acquisition method of accounting under ASC 805, which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. The following table summarizes the preliminary purchase price allocation: Amount Assets: Accounts receivable from affiliates and other assets $ 19,878 Management contract intangibles 4,239 Goodwill 229,948 Total assets acquired 254,065 Liabilities: Earn-out (due to affiliates) 4,380 Cash earn-out (due to affiliates) 25,000 Executive deferred compensation plan 7,795 Other liabilities 11,890 Total liabilities assumed 49,065 Net assets acquired $ 205,000 GRIFFIN CAPITAL 20

Determination of NAV On October 24, 2018, the Company's board of directors approved an estimated value per share of the Company's common stock of $10.05 based on the estimated value of the Company's assets less the estimated value of the liabilities, or net asset value, divided by the number of shares outstanding on a fully diluted basis, calculated as of June 30, 2018. Dollars in thousands, except share and per share data Estimated Value Per Share as of June 30, 2018 Estimated Value Per Share as of June 30, 2017 Gross Per Share Gross Per Share Total Assets $ 3,270,875 $ 18.88 $ 3,357,451 $ 18.45 Total Liabilities (1,529,586) (8.83) (1,529,411) (8.41) Stockholders' Equity 1,741,289 10.05 1,828,040 10.04 Less: Promote (812) — (241) — Stockholders' Equity, Net of Promote $ 1,740,477 $ 10.05 $ 1,827,799 $ 10.04 Fully Diluted Shares Outstanding 173,259,543(1) 182,019,476(1) (1) Approximate number of shares outstanding on a fully diluted basis. Limitations of Estimated Value Per Share (Please also refer to Form 8-K filed on October 26, 2018) The various factors considered by the Board in determining the estimated value per share were based on a number of assumptions and estimates that may not be accurate or complete. The Company is providing this estimated value per share to assist broker-dealers that participated in the Company's public offerings in meeting their customer account statement reporting obligations. As with any valuation methodology, the methodologies used are based upon a number of estimates and assumptions that may not be accurate or complete. Different parties with different assumptions and estimates could derive a different estimated value per share. The estimated value per share is not audited and does not represent the fair value of the Company's assets or liabilities according to GAAP. Accordingly, with respect to the estimated value per share, the Company can give no assurance that: • a stockholder would be able to resell his or her shares at this estimated value; • a stockholder would ultimately realize distributions per share equal to the Company's estimated value per share upon liquidation of the Company's assets and settlement of its liabilities or a sale of the Company; • the Company's shares of common stock would trade at the estimated value per share on a national securities exchange; • an independent third-party appraiser or other third-party valuation firm would agree with the Company's estimated value per share; or • the methodology used to estimate the Company's estimated value per share would be acceptable to FINRA or for compliance with ERISA reporting requirements.      Similarly, the amount a stockholder may receive upon repurchase of his or her shares, if he or she participates in the Company's share redemption program, may be greater than or less than the amount a stockholder paid for the shares, regardless of any increase in the underlying value of any assets owned by the Company. GRIFFIN CAPITAL 21

Debt Maturity Schedule (including effect of interest rate swap) As of December 31, 2018 (dollars in thousands) Statistics (Including effect of Int. Swap) Fixed Floating Total Amount $ 1,072,179 $ 290,000 $ 1,362,179 Percentage of Total Debt 79% 21% 100% W.A. Term Remaining (Yrs) 5.37 1.55 4.56 W.A. Interest Rate (%) 3.75% 3.80% 3.76% $1,000,000 (1) $800,000 $715,000 ) s $600,000 d n a s u (4) o h $375,000 T $400,000 ( (2) $200,000 $148,120 (5) $107,562 (3) $16,497 $0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 (1) Represents the Unsecured Credit Facility, assuming the one-year extension on the Unsecured Revolver is exercised upon maturity. (2) Represents the Emporia, Midland, Samsonite, and HealthSpring mortgage loans. (3) Represents the Highway 94 mortgage loan. (4) Represents the Bank of America Loan. (5) Represents the AIG loan. NOTE: Principal repayments on the individual mortgages do not include the debt premium/(discount) of ($0.25) million and deferred financing costs of $8.4 million. GRIFFIN CAPITAL 22

Pending Merger Portfolio Information Michael Escalante I Chief Executive Officer & President

Portfolio Characteristics- Pro Forma As of December 31, 2018 EA EA II Combined Total Capitalization (1) $3.5 billion $1.2 billion $4.7 billion Acquisition Value $3.0 billion $1.1 billion $4.1 billion Number of Properties 74 27 101 Number of Buildings 89 35 124 Size of Portfolio (square feet) 19.9 million 7.3 million 27.2 million Occupied/Leased (based on portfolio square feet) 95.6%/96.5% 100%/100% 96.8%/97.5% Percentage of Cash Flow from Investment Grade Tenants (2) 61.4% 75.8% 65.3% Weighted Average Remaining Lease Term (Years) 6.6 9.3 7.3 Weighted Average Loan Maturity (Years) 4.6 7.6 6.5 Current weighted average lease yield (3) 7.1% 7.0% 7.0% Current weighted average debt rate (4) 3.8% 4.2% 3.8% (1) Total capitalization includes the outstanding debt balance (excluding deferred financing costs and premium/discounts), plus total equity raised and issued, including limited partnership units issued and shares issued pursuant to the DRP, net of redemptions. Assuming the issuance of $25 million earn out at the merger date, the total capitalization would be $4.73 billion. (2) Investment grade designations are those of either tenants, non-guarantor parents and/or guarantors with investment grade or what management believes are generally equivalent ratings. (3) The current weighted average lease yield equals the sum of the aggregate lease payments from the Company's properties over the ensuing 12 months divided by the sum of the initial purchase prices of the same assets. (4) The current weighted average debt rate includes the effects interest rate swaps and excludes the effect of deferred financing costs. GRIFFIN CAPITAL Pending Merger Subject to Approval By Our Stockholders. 24

Portfolio Concentration- Pro Forma As of December 31, 2018 GEOGRAPHIC DISTRIBUTION INDUSTRY ALLOCATION (BY % OF NET RENT) (BY % OF NET RENT) California: 11.0% Capital Goods: 14.4% Texas: 10.7% Insurance: 8.5% All Others: 10.0% All Others: 16.9% Ohio: 10.2% Telecommunication Banks: 4.1% Services: 8.2% Software & Services: 4.4% Alabama: 2.9% Diversified Financials: 7.6% Illinois: 8.8% Utilities: 4.6% Florida: 3.6% North Carolina: 3.8% Consumer Durables & Apparel: 5.1% Consumer Services: 7.3% South Carolina: 3.8% Arizona: 8.7% Energy: 5.9% Health Care Equipment & Colorado: 6.1% Technology Hardware & New Jersey: 6.8% Services: 7.3% Georgia: 6.8% Equipment: 6.2% Retailing: 6.2% GRIFFIN CAPITAL Pending Merger Subject to Approval By Our Stockholders. 25

Tenant Profile – Top 10 Tenants Pro Forma As of December 31, 2018 Top Tenants % of Portfolio(1) Ratings (2) (3) 4.0% BBB+ 3.4% A2(4) 3.2% IG9(5) 2.9% A- 2.8% BB 2.4% AA 2.4% BB- 2.4% HY1(5) (1) Based on net rental payment 12-months subsequent to December 31, 2018. (2) Represents S&P ratings of tenants, guarantors, 2.3% BB+ or non-guarantor parent entities, unless otherwise noted. (3) Represents the combined net rental 2.0% AA- revenue for the Atlanta, GA; West Chester, OH; and Houston, TX properties. (4) Represents Moody's rating. TOTAL 27.8% (5) Represents Bloomberg's rating. GRIFFIN CAPITAL Pending Merger Subject to Approval By Our Stockholders. 26

Questions & Answers Michael Escalante I Chief Executive Officer & President Javier Bitar | Chief Financial Officer