Item 2.01.  Completion of Acquisition or Disposition of Assets
On March 1, 2021, Griffin Capital Essential Asset REIT, Inc., a Maryland
corporation (the "Registrant") completed its previously announced merger with
Cole Office & Industrial REIT (CCIT II), Inc., a Maryland corporation ("CCIT
II"), pursuant to the Agreement and Plan of Merger, dated as of October 29, 2020
(the "Merger Agreement"), by and among the Registrant, GRT (Cardinal REIT Merger
Sub), LLC, a Maryland limited liability company and a wholly owned subsidiary of
the Registrant ("Merger Sub"), Griffin Capital Essential Asset Operating
Partnership, L.P., a Delaware limited partnership and a subsidiary of the
Registrant (the "GCEAR Operating Partnership"), GRT OP (Cardinal New GP Sub),
LLC, a Delaware limited liability company and a wholly owned subsidiary of the
GCEAR Operating Partnership ("New GP Sub"), GRT OP (Cardinal LP Merger Sub),
LLC, a Delaware limited liability company and a wholly owned subsidiary of the
GCEAR Operating Partnership ("LP Merger Sub"), GRT OP (Cardinal OP Merger Sub),
LLC, a Delaware limited liability company and a subsidiary of LP Merger Sub and
New GP Sub ("OP Merger Sub"), CCIT II, Cole Corporate Income Operating
Partnership II, LP, a Delaware limited partnership and a wholly owned subsidiary
of CCIT II (the "CCIT II Operating Partnership"), and CRI CCIT II, LLC, a
Delaware limited liability company and a wholly owned subsidiary of CCIT II
("CCIT II LP").
Pursuant to the Merger Agreement, (i) CCIT II merged with and into Merger Sub
(the "REIT Merger"), with Merger Sub continuing as the surviving entity after
the REIT Merger, (ii) OP Merger Sub merged with and into the CCIT II Operating
Partnership (the "Partnership Merger"), with the CCIT II Operating Partnership
continuing as the surviving entity after the Partnership Merger, and (iii) CCIT
II LP merged with and into LP Merger Sub (the "LP Merger" and, together with the
REIT Merger and the Partnership Merger, the "Mergers") with LP Merger Sub
continuing as the surviving entity after the LP Merger.
As previously disclosed, pursuant to the terms and subject to the conditions set
forth in the Merger Agreement, at the effective time of the REIT Merger:
•each issued and outstanding share of CCIT II's Class A common stock, $0.01 par
value per share ("CCIT II Class A Common Stock"), and Class T common stock,
$0.01 par value per share, was converted into the right to receive 1.392 shares
of the Registrant's Class E common stock, $0.001 par value per share, subject to
the treatment of fractional shares in accordance with the Merger Agreement (the
"REIT Merger Consideration"); and
•each issued and outstanding share of CCIT II Class A Common Stock granted under
CCIT II's 2018 Equity Incentive Plan, whether vested or unvested, was cancelled
in exchange for an amount equal to the REIT Merger Consideration.
As previously disclosed, pursuant to the terms and subject to the conditions set
forth in the Merger Agreement, at the effective time of the Partnership Merger:
•each issued and outstanding partnership unit of the CCIT II Operating
Partnership ("CCIT II Operating Partnership Units") held by CCIT II was
converted into the right to receive 1.392 Class E units of the GCEAR Operating
Partnership, subject to the treatment of fractional units in accordance with the
Merger Agreement, and CCIT II was admitted as a limited partner of the GCEAR
Operating Partnership; and
•each issued and outstanding CCIT II Operating Partnership Unit held by CCIT II
LP was automatically cancelled and ceased to exist, and no consideration was
paid, in connection with or as a consequence of the Partnership Merger.
As previously disclosed, pursuant to the terms and subject to the conditions set
forth in the Merger Agreement, at the effective time of the LP Merger, all of
the issued and outstanding limited liability company interests in CCIT II LP
were automatically cancelled and ceased to exist, and no consideration was paid,
in connection with or as a consequence of the LP Merger.
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which was attached as Exhibit 2.1 to the
Registrant's Current Report on Form 8-K filed with the Securities and Exchange
Commission ("SEC") on November 2, 2020, and is incorporated by reference herein.

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Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On December 18, 2020, as previously disclosed on the Registrant's Current Report
on Form 8-K, filed with the SEC on December 23, 2020 (the "Term Loan 8-K"), the
Registrant, through the GCEAR Operating Partnership, as borrower, various
lending institutions and KeyBank, National Association, as administrative agent,
entered into the Second Amendment (the "Second Amendment") to that certain
Second Amended and Restated Credit Agreement dated as of April 30, 2019, as
amended by that certain First Amendment to Second Amended and Restated Credit
Agreement dated as of October 1, 2020 (collectively, the "Existing Credit
Agreement"; and the Existing Credit Agreement as amended by the Second
Amendment, the "Amended Credit Agreement").
On March 1, 2021, the GCEAR Operating Partnership borrowed $400,000,000 under
the new five-year senior unsecured delayed draw term loan provided by the
Amended Credit Agreement in connection with the closing of the Mergers. The
disclosure set forth in the Term Loan 8-K under "Item 1.01. Entry into a
Material Definitive Agreement - Second Amendment to Second Amended and Restated
Credit Agreement" is incorporated by reference herein.
Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 25, 2021, pursuant to the terms of the Merger Agreement, the board
of directors of the Registrant (the "Board") approved an increase in the size of
the Board from seven to ten members and the appointments of Mr. Richard H.
Dozer, Mr. P. Anthony Nissley and Mr. James F. Risoleo to fill the vacancies
created by the increase, in each case subject to consummation of the REIT Merger
and effective immediately following the effective time of the REIT Merger. These
appointments became effective on March 1, 2021. Each new director will serve
until the 2021 annual meeting of the Registrant's stockholders and until his
successor is duly elected and qualified. The directors of the Registrant as of
immediately prior to the effective time of the REIT Merger continued as
directors following the effective time of the REIT Merger.
In connection with their service as directors, each of Messrs. Dozer, Nissley
and Risoleo will receive non-employee director compensation commensurate with
the Registrant's other non-employee directors, which is described in more detail
in the Registrant's definitive proxy statement on Schedule 14A filed with the
SEC on April 15, 2020, prorated for their remaining terms.
The Board determined that Messrs. Dozer, Nissley and Risoleo are independent
directors. None of Messrs. Dozer, Nissley and Risoleo have been assigned to any
Board committees at this time. There are no transactions in which Messrs. Dozer,
Nissley or Risoleo had or will have an interest that require disclosure under
Item 404(a) of Regulation S-K.
Item 7.01.  Regulation FD Disclosure
On March 1, 2021, the Registrant issued a press release announcing the closing
of the Mergers. A copy of the press release is attached hereto as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein solely for
purposes of this Item 7.01 disclosure.
The Registrant also sent a letter dated March 1, 2021 to the former stockholders
of CCIT II. A copy of the letter is attached hereto as Exhibit 99.2 to this
Current Report on Form 8-K 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 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, as amended.
Item 9.01.  Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The Registrant intends to file the financial statements of CCIT II required by
Item 9.01(a) as part of an amendment to this Current Report on Form 8-K no later
than 71 calendar days after the required filing date for this Current Report on
Form 8-K.

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(b) Pro Forma Financial Information.
The Registrant intends to file the pro forma financial information required by
Item 9.01(b) as part of an amendment to this Current Report on Form 8-K no later
than 71 calendar days after the required filing date for this Current Report on
Form 8-K.
(d) Exhibits
              Exhibit No.      Description
               99.1              Press Release dated March 1, 2021
               99.2              Letter to Former CCIT II Stockholders

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