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EX-99.2 - EXHIBIT 99.2 - Griffin Capital Essential Asset REIT, Inc.gcearq42017investorupdat.htm
EX-99.1 - EXHIBIT 99.1 - Griffin Capital Essential Asset REIT, Inc.a45145gcearresponser12pr.htm


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 18, 2018
 

Griffin Capital Essential Asset REIT, Inc.
(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 7.01.    Regulation FD Disclosure
On April 18, 2018, Griffin Capital Essential Asset REIT, Inc. (the "Registrant") sent a letter to its stockholders urging them to reject an unsolicited offer to purchase shares of common stock of the Registrant at a price of $7.24 per share in cash. A copy of the letter is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Also on April 18, 2018, the Registrant sent an investor update providing financial and operational information as of December 31, 2017 to its investors, a copy of which is filed herein as Exhibit 99.2.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibits 99.1 and 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. Exhibits 99.1 and 99.2 are incorporated herein solely for purposes of this Item 7.01 disclosure.

Item 9.01.    Financial Statements and Exhibits
(d)    Exhibits.






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: April 18, 2018
By:
/s/ Howard S. Hirsch
 
 
Howard S. Hirsch
 
 
Vice President and Secretary