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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

Amendment No. 1

Current Report

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

Date of Report (Date of earliest event reported): May 13, 2011

Griffin Capital Net Lease REIT, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-54377

2121 Rosecrans Avenue, Suite 3321 El Segundo, CA 90245

(Address of principal executive offices, including zip code)

(310) 606-5900

(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))

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EXPLANATORY NOTE:

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Griffin Capital Net Lease REIT, Inc., a Maryland Corporation (the “Registrant”), hereby amends its Current Report on Form 8-K dated May 13, 2011, for the purpose of filing the pro forma financial information required by Item 9.01 of Form 8-K with respect to the Registrant’s acquisition of a property located in Carlsbad, CA (the “LTI property”) in accordance with Article 11 of Regulation S-X.

In accordance with Article 11 of Regulation S-X, the Registrant hereby files the following unaudited pro forma financial information.

Item 9.01. Financial Statements

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GRIFFIN CAPITAL NET LEASE REIT, INC.

UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2011

On May 13, 2011, Griffin Capital Net Lease REIT, Inc. (the “Company”), through a wholly-owned subsidiary of its operating partnership, The GC Net Lease REIT Operating Partnership, L.P. (the “Operating Partnership”), purchased the LTI property from 29 third-party unaffiliated investors and one affiliated investor. The purchase price of the LTI property was $56.0 million. The Company caused the Operating Partnership to issue approximately $7.79 million in limited partnership units to those contributing investors. The remaining purchase price was substantially financed with an expansion and extension of the Company’s existing bridge loan (the “Bridge Loan”) obtained from KeyBank National Association (“KeyBank”) in the amount of $12.3 million and the assumption of the existing mortgage loan of $34.43 million ($34.84 million at estimated fair value including the premium of $0.41 million), offset by $0.61 million of credits for financing and closing costs. The remaining purchase price of $2.09 million was deferred by the Company and will be paid upon repayment of the Bridge Loan. As of the acquisition date, the LTI lease had approximately 11 years remaining, expiring on May 31, 2022.

The following unaudited pro forma condensed consolidated balance sheets are presented to reflect (1) the acquisition of the LTI property to give effect to the acquisition of the property as if the acquisition had occurred on March 31, 2011.

The unaudited pro forma condensed consolidated balance sheets should be read in conjunction with the audited Consolidated Balance Sheets and the accompanying notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and the unaudited Consolidated Balance Sheets and the accompanying notes thereto contained in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2011.

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GRIFFIN CAPITAL NET LEASE REIT, INC.

UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED BALANCE SHEETS

See accompanying notes

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GRIFFIN CAPITAL NET LEASE REIT, INC.

UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

The following unaudited pro forma condensed consolidated statements of operations of the Company, for the year ended December 31, 2010 and for the three months ended March 31, 2011, are presented as if (1) the Will Partners property was contributed to the Company by three unaffiliated third parties and an affiliate of the Company’s sponsor as of the beginning of the year ended December 31, 2010; (2) the ITT and Quad/Graphics properties were acquired by the Company from unaffiliated third parties as of the beginning of the year ended December 31, 2010; (3) the Emporia Partners property was contributed by affiliates of the Company and the Company assumed the related secured mortgage debt as of the beginning of the year ended December 31, 2010; (4) the LTI property was acquired from various unaffiliated third parties and one affiliated investor as of the beginning of the year ended December 31, 2010; (5) the Will Partners and ITT properties were financed from the credit facility obtained from KeyBank (the “Credit Facility”) and the Quad/Graphics and LTI properties were financed with the Bridge Loan; and (6) the Company issued a total of 1.95 million limited partnership units of the Operating Partnership in exchange for the Will Partners, Emporia Partners and LTI properties.

The unaudited pro forma condensed consolidated statements of operations should be read in conjunction with the Consolidated Financial Statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and the unaudited Consolidated Financial Statements and accompanying notes thereto included in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2011. In the Company’s opinion, all adjustments necessary to reflect the effects of the properties contributed and acquired, the respective debt, and the issuance of the Company’s shares and limited partnership units have been made.

The pro forma condensed consolidated statements of operations are not necessarily indicative of what the actual operating results would have been had the properties been acquired and/or contributed on January 1, 2010 nor do they purport to represent the Company’s future operating results.

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GRIFFIN CAPITAL NET LEASE REIT, INC.

UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

December 31, 2010

See accompanying notes

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GRIFFIN CAPITAL NET LEASE REIT, INC.

UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2011

See accompanying notes

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GRIFFIN CAPITAL NET LEASE REIT, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Rental Properties

On May 10, 2010, the board of directors approved the contribution, to the Operating Partnership, of a property from Will Partners LLC, an entity owned by an affiliate of the Company’s sponsor, and three unaffiliated third parties. The contribution was completed on June 4, 2010 at a purchase price of $26.31 million. The Will Partners property is occupied by World Kitchen, LLC. As of the contribution date, the Will Partners lease had a remaining lease term of 10 years.

On July 14, 2010, the board of directors approved the contribution, to the Operating Partnership, of all of the ownership interests in Emporia Partners LLC and the contribution of a property owned by such entity, from various affiliates of the Company’s sponsor. The contribution was completed on August 27, 2010 at a purchase price of $8.36 million. The Emporia Partners property is leased to Hopkins Enterprises, which subleases the property to Hopkins Manufacturing Corporation. As of the contribution date, the Emporia Partners lease had a remaining lease term of 10 years.

On August 10, 2010, the board of directors approved the acquisition, by the Operating Partnership, of an office facility (the “ITT property”) from an unaffiliated third party. The acquisition was completed on September 23, 2010 at a purchase price of $7.8 million. The ITT property is leased to ITT Educational Services, Inc. at a fixed annual rent of $21.28 per square foot for the term of the lease. As of the acquisition date, the ITT lease had a remaining lease term of six years.

On November 9, 2010, the board of directors approved the acquisition, by the Operating Partnership, of a printing facility (the “Quad/Graphics property”) from an unaffiliated third party. The acquisition was completed on December 30, 2010 at purchase price of $11.85 million. The Quad/Graphics property is leased to World Color (USA), LLC, at a fixed annual rent of $7.16 per square foot for the term of the lease. As of the acquisition date, the Quad/Graphics lease had a remaining lease term of 12 years.

On November 17, 2010, the board of directors approved the acquisition, by a wholly-owned subsidiary of the Operating Partnership, of a laboratory and manufacturing headquarters facility (the “LTI property”) from various unaffiliated third parties and one affiliated investor. The acquisition was completed on May 13, 2011 at purchase price of $56.0 million. The LTI property is leased to Life Technologies Corporation (“LTI”) at an initial annual rent of $12.25 per square foot with increases for the term of the lease. As of the acquisition date, the LTI lease had a remaining lease term of 11 years.

The Company’s portfolio consists of seven single-tenant net lease properties (the “Properties”). Five of the seven leases are full net leases, obligating each tenant to all expenses and costs of operating and maintaining the respective property, including capital expenditures. The ITT and Quad/Graphics leases obligate the tenant to all expenses and costs of operating and maintaining the respective property, leaving the respective landlords responsible for certain capital expenditures such as roof, parking lot, mechanical and structural costs. Reserves of $0.35 million and $0.26 million were established at closing to fund immediate and necessary owner obligations for the ITT and Quad/Graphics leases, respectively.

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GRIFFIN CAPITAL NET LEASE REIT, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In accordance with Accounting Standards Codification (“ASC”) 805-10, “Business Combinations” (“ASC 805-10”), the Company performs the following procedures when allocating the contributed or acquired value of the real estate: (1) estimate the value of the real estate as of the transaction date on an “as if vacant basis”; (2) allocate the “as if vacant” value among land, building, and tenant improvements; (3) calculate the value of the intangible assets and liabilities as the difference between the “as if vacant” value and the contributed value; and (4) allocate the intangible value to the above, below and at market leases, leasing costs associated with in-place leases, tenant relationships and other intangible assets. The contribution value or the acquisition value of the Properties has been allocated, as of the transaction dates, in accordance with the methodology discussed above, and are presented in the unaudited pro forma condensed consolidated balance sheets.

The value allocated to building is depreciated and tenant improvements are amortized on a straight-line basis over an estimated useful life. The building is depreciated over a 40 year useful life and tenant improvements are amortized over the remaining contractual, non-cancelable term of the in-place lease. The value of above and below market leases are amortized over the remaining contractual, non-cancelable term of the in-place lease and recorded as either an increase (for below market leases) or a decrease (for above market leases) to rental income. Costs associated with originating these leases are amortized over the remaining contractual, non-cancelable term of the in-place lease, and are included in rental properties, net, in the accompanying unaudited pro forma condensed consolidated balance sheets.

Adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheets

The unaudited pro forma condensed consolidated balance sheets as of March 31, 2011 reflect the following adjustments:

A.         Represents the acquisition of the LTI property by the Operating Partnership, in exchange for limited partnership units of the Operating Partnership and the assumption and financing of debt. The acquired value of the LTI property is reflected in the unaudited pro forma condensed consolidated balance sheets of the Company at fair market value. Rental properties, net, and in-place lease valuation is comprised of:

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GRIFFIN CAPITAL NET LEASE REIT, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

B.         Financing costs of $0.14 million, representing lender fees and costs, were capitalized. These fees and costs were paid to KeyBank as part of the Bridge Loan financing, as discussed below, and are amortized over the term of the loan.

C.         The assumption of approximately $34.43 million in debt with a fair value of $34.84 million as part of the acquisition. The LTI property debt had an original loan amount of $37.0 million and a fixed rate of 5.80%. The terms of the loan require monthly principal and interest payments. The LTI property debt is secured by a deed of trust, security agreement and fixture filing, and an assignment of leases and rents. The loan has a remaining term of approximately 5 years and matures in March 2016. On the acquisition date, the mortgage debt was measured at fair value using current interest rates, causing the Company to record a premium of $0.41 million, which is included in the mortgage payable balance on the accompanying consolidated balance sheets.

D.         The Company amended the Bridge Loan agreement in order to obtain an additional $12.3 million, to substantially fund the acquisition of the LTI property. The material terms of the Bridge Loan are as follows:

In connection with the Bridge Loan, the Company also executed the second amendment to the credit agreement with KeyBank (the “Second Amendment to Credit Facility”). Pursuant to the Second Amendment to Credit Facility, the debt obtained from the Bridge Loan is secured under the Credit Facility. When the Bridge Loan is paid in full, the secured properties will serve as additional security for the Credit Facility, the guarantees issued in connection with the Bridge Loan will be released, and the secured properties may be refinanced pursuant to the terms of the Credit Facility. The initial Bridge Loan used to finance the acquisition of the Quad/Graphics property had a remaining balance of $1.28 million as of March 31, 2011 and was paid in full on April 18, 2011.

E.         Represents the remaining purchase price due to the sellers, which has been deferred by the Company. This amount will be paid once the Bridge Loan has been paid in full.

F.         Represents credits for financing and closing costs. This amount is included in the accompanying consolidated balance sheets as a reduction to the real estate assets.

G.         In exchange for the LTI property, the Operating Partnership issued 825,285 limited partnership units, representing an equity contribution of $7.79 million. Contributing investors were granted limited partnership units at either $9.20 or approximately $9.60 per unit, depending on whether they were represented by a third party financial advisor or not.

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GRIFFIN CAPITAL NET LEASE REIT, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Adjustments to the Unaudited Pro Forma Condensed Consolidated Statements of Operations

The historical amounts for the Properties presented for the year ended December 31, 2010 include operating revenues and certain operating expenses as required by Rule 3-14 and Article 11 of Regulation S-X. Other property level expenses, such as depreciation, interest expense and management fees, are presented for the year ended December 31, 2010 and for the three months ended March 31, 2011 as pro forma adjustments to the unaudited pro forma condensed consolidated statements of operations, and are derived from the results of each transaction:

a.         The pro forma adjustments reflect the contribution and acquisition of the Properties as of January 1, 2010 and include adjustments to reflect the following:

The historical rent revenue includes the contractual rent, straight-line rent and in-place lease valuation amortization. The pro forma adjustments are presented to adjust contractual rent revenue to a straight-line and the amortization of in-place lease valuation, in accordance with ASC 805-10, for each property, as if the property was acquired on January 1, 2010. The following summarizes the adjustment made to rent revenue for the period ended December 31, 2010:

The unaudited pro forma adjustment to rental revenue for the LTI property for the three-month period ended March 31, 2011 consisted of the following:

Property tax recovery is reflected in the statements as the Company has ultimate responsibility for these expenses. Property tax recovery amounts are estimated based on information available to the Company on a given date and may be updated as new information becomes available.

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GRIFFIN CAPITAL NET LEASE REIT, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following are the explanations for other operating and property level expenses included in the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2010 and for the three-month period ended March 31, 2011:

b.         Asset management fees are paid monthly to the Advisor at 0.0625%, or 0.75% annually, based on the aggregate book value of the properties, pursuant to the advisory agreement dated February 10, 2009, as amended.

c.         Property management fees are paid to The GC Net Lease REIT Property Management, LLC monthly at 3.0% of gross property revenues received, pursuant to the property management agreement.

d.         Acquisition fees and expenses are incurred with each contribution and acquisition transaction. The amount incurred as a result of the acquisition of the LTI property was approximately $2.80 million.

e.         Depreciation expense is reflected in the pro forma financial statements based on an estimated useful life of 40 years at the contributed basis or acquisition price for building and building improvements, and the remaining contractual, in-place non-cancelable lease term for intangible lease value. The following tables summarize the depreciation and amortization expense adjustment to the unaudited pro forma condensed consolidated statements of operations, by asset category:

For the year ended December 31, 2010:

The unaudited pro forma adjustment to depreciation expense for the LTI property for the three-month period ended March 31, 2011 consisted of the following:

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GRIFFIN CAPITAL NET LEASE REIT, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

f.         Interest expense related to the acquired and assumed property debt is reflected in the pro forma based on the interest rates and terms described above in Notes C and D under “Adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheets.” The following tables summarize the interest expense adjustments to the unaudited pro forma condensed consolidated statements of operations:

As of December 31, 2010:

For the three-month period ended March 31, 2011:

Interest expense for the Emporia Partners property is not included as part of the interest expense adjustment to the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2010 shown above since it is included in Emporia Partners’ historical interest expense as part of the operating expenses for the year ended December 31, 2010, which are required by Rule 3-14 of Regulation S-X.

g.         Net loss attributable to noncontrolling interest is derived as if the limited partnership units were issued for the Properties as of January 1, 2010 and converted to common stock as shown in the table below. Earnings per share of common stock is calculated based on the actual weighted average shares outstanding for the twelve month period ended December 31, 2010 and the three months ended March 31, 2011.

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GRIFFIN CAPITAL NET LEASE REIT, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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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.

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