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):  November 9, 2020

Griffin Capital Essential Asset REIT, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-55605
 
Maryland    46-4654479
(State or other jurisdiction of incorporation)
  
(IRS Employer Identification No.)
 
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
____________________ ____________________ ____________________
None None None

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 ¨  
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. ¨ 



Item 5.03.     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 9, 2020, Griffin Capital Essential Asset REIT, Inc. (the "Registrant") filed with the State Department of Assessments and Taxation of Maryland (the "Department") Articles Supplementary to its First Articles of Amendment and Restatement, as amended, reclassifying and designating: (i) 50,000,000 authorized but unissued shares of Class T common stock, $0.001 par value per share, (ii) 50,000,000 authorized but unissued shares of Class S common stock, $0.001 par value per share, (iii) 50,000,000 authorized but unissued shares of Class D common stock, $0.001 par value per share, and (iv) 50,000,000 authorized but unissued shares of Class I common stock, $0.001 par value per share, of the Registrant (collectively, the "Shares") as authorized but unissued shares of Class E common stock, $0.001 par value per share, of the Registrant. The Articles Supplementary were effective upon filing with the Department.
Following the reclassification and designation of the Shares pursuant to the Articles Supplementary, the total numbers of shares of Class T common stock, Class S common stock, Class D common stock, Class I common stock, Class A common stock, Class AA common stock, Class AAA common stock, Class E common stock and Series A cumulative perpetual convertible preferred stock which the Registrant has authority to issue are 60,000,000 60,000,000, 60,000,000, 60,000,000, 40,000,000, 75,000,000, 5,000,000, 440,000,000 and 10,000,000, respectively.There has been no increase in the authorized shares of stock of the Registrant effected by the Articles Supplementary.
The foregoing summary of the material terms of the Articles Supplementary is qualified in its entirety by reference to the full text of the Articles Supplementary, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01.    Regulation FD Disclosure

On November 10, 2020, the Registrant issued a press release discussing the Registrant’s financial results for the quarter ended September 30, 2020. A copy of the press release is attached 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.
In addition, the Registrant released a quarterly update presentation and uploaded the presentation to its website at www.gcear.com. A copy of the quarterly update presentation is attached 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 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.
3.1     Articles Supplementary to First Articles of Amendment and Restatement, as Amended
99.1    Griffin Capital Essential Asset REIT, Inc. Press Release, dated November 10, 2020
99.2    Quarterly Update Presentation 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: November 10, 2020 By: /s/ Javier F. Bitar
Javier F. Bitar
Chief Financial Officer and Treasurer


Exhibit 3.1
GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC.
ARTICLES SUPPLEMENTARY


        Griffin Capital Essential Asset REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

        FIRST: Under a power contained in Section 5.2.2 and 5.4 of Article V of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”) reclassified and designated 50,000,000 authorized but unissued shares of Class T Common Stock, $0.001 par value per share, 50,000,000 authorized but unissued shares of Class S Common Stock, $0.001 par value per share, 50,000,000 authorized but unissued shares of Class D Common Stock, $0.001 par value per share, and 50,000,000 authorized but unissued shares of Class I Common Stock, $0.001 par value per share, of the Corporation (collectively, the “Shares”) as authorized but unissued shares of Class E Common Stock, $0.001 par value per share, of the Corporation (the “Class E Common Stock”). The total numbers of shares of Class T Common Stock, Class S Common Stock, Class D Common Stock, Class I Common Stock, Class A Common Stock, Class AA Common Stock, Class AAA Common Stock, Class E Common Stock and Series A Cumulative Perpetual Convertible Preferred Stock which the Corporation has authority to issue after giving effect to these Articles Supplementary are 60,000,000 60,000,000, 60,000,000, 60,000,000, 40,000,000, 75,000,000, 5,000,000, 440,000,000 and 10,000,000, respectively. There has been no increase in the authorized shares of stock of the Corporation effected by these Articles Supplementary.

        SECOND: A description of the Class E Common Stock is contained in Section 5.2 of Article V of the Charter.

        THIRD: The Shares have been reclassified and designated by the Board of Directors under the authority contained in the Charter.

        FOURTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

        FIFTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and as to all matters of facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.







[SIGNATURES APPEAR ON NEXT PAGE]





IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Financial Officer and Treasurer and attested to by its Chief Legal Officer and Secretary on this 9th day of November 2020.
ATTEST: GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC.


/s/ Howard S. Hirsch By: /s/ Javier F. Bitar (SEAL)
Name: Howard S. Hirsch Name: Javier F. Bitar
Title: Chief Legal Officer and Secretary Title: Chief Financial Officer and Treasurer

EXHIBIT 99.1
For Immediate Release: November 10, 2020

Investor Services
888-926-2688

Media Contacts:
Diana Keary
Senior Vice President
Griffin Capital Company
Dkeary@griffincapital.com
949-270-9303
Or
Joe Berg
Director
Finsbury
Joe.berg@finsbury.com
310-633-9446

Griffin Capital Essential Asset REIT Reports
2020 Third Quarter Results

El Segundo, Calif. (November 10, 2020) - Griffin Capital Essential Asset REIT, Inc. ("GCEAR") announced its results for the quarter ended September 30, 2020.

Highlights for the Quarter Ended September 30, 2020
Total revenue of approximately $100.0 million for the quarter, a 2.6 percent increase compared to the same quarter last year.
Adjusted Funds from Operations available to common stockholders and limited partners, or AFFO,1 of $0.15 per basic and diluted share, which was consistent with the same quarter last year.
Commenced 515,134 square feet of previously executed leases, which were offset by 300,294 square feet of lease expirations, resulting in positive net absorption of 214,840 square feet.
Collected approximately 100 percent of contractual rent due during the quarter.

Highlights Subsequent to September 30, 2020
Collected approximately 100 percent of contractual rent due in October.
On October 1st, executed a 10-year, full-building lease extension with WABCO Air Compressor Holdings, Inc. at our 145,200 square foot industrial property in North Charleston, SC such that the remaining lease term is now approximately 13 years.
On October 29th, entered into a definitive merger agreement to acquire Cole Office & Industrial REIT (CCIT II), Inc. ("CCIT II") for approximately $1.2 billion in a stock-for-stock transaction. The combined company would consist of 125 properties totaling 31 million square feet and would have a total asset value of approximately $5.8 billion.2

Management Commentary
"Our financial results continue to reflect the strength and resiliency of our portfolio as do our rent collections. We believe our merger with CCIT II, once consummated, will serve to further enhance these qualities by materially increasing our size and scale, improving our leasing and leverage metrics and reducing the overall operating costs of the combined company,” said Michael Escalante, GCEAR’s Chief Executive Officer.

Results for the Quarter Ended September 30, 2020
    
Financial Results
Total revenue was approximately $100.0 million for the quarter ended September 30, 2020 compared to approximately $97.4 million for the quarter ended September 30, 2019.



Net income (loss) attributable to common stockholders was approximately $(8.6) million, or $(0.04) per basic and diluted share, for the quarter ended September 30, 2020, compared to approximately $8.9 million, or $0.04 per basic and diluted share, for the quarter ended September 30, 2019. The decline was primarily a result of non-cash impairments and a loss from investment in unconsolidated entities recorded during the quarter.

Non-GAAP Measures
AFFO1 was approximately $39.7 million, or $0.15 per basic and diluted share, for the quarter ended September 30, 2020, compared to approximately $41.6 million, or $0.15 per basic and diluted share, for the same period in 2019. Funds from Operations attributable to common stockholders and limited partners, or FFO,1 was approximately $39.8 million, or $0.15 per basic and diluted share, and $41.4 million, or $0.15 per basic and diluted share, for the quarter ended September 30, 2020 and 2019, 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 $64.6 million for the quarter ended September 30, 2020 with a fixed charge and interest coverage ratio of 2.7x and 3.3x, respectively. Please see the financial reconciliation tables and notes at the end of this release for more information regarding Adjusted EBITDA and related ratios.

Leasing Activity
Commenced one new lease, three renewal leases and three expansion leases during the quarter for a total of 515,134 square feet which were offset by 300,294 square feet of expirations, resulting in positive net absorption of 214,840 square feet during the quarter. Combined with leases signed but not yet commenced on vacant properties, the portfolio was 88.6 percent leased as of September 30, 2020.

Portfolio Overview as of September 30, 2020
Enterprise value as of September 30, 2020 was approximately $4.5 billion.3
Our weighted average remaining lease term was approximately 7.0 years with approximately 2.1 percent average annual rent growth for the remainder of the existing term for all leases combined.
Our portfolio as of September 30, 2020 was 88.6 percent leased.
Approximately 59.4 percent of our portfolio’s net rental revenue4 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.5
The ratio of net debt (pro rata share) to total real estate acquisition value and net debt (pro rata share) to total enterprise value as of September 30, 2020 were 48.0 percent and 45.8 percent, respectively.3
The ratio of net debt (pro rata share) to Adjusted EBITDA as of September 30, 2020 was 8.0x.

About Griffin Capital Essential Asset REIT, Inc.
Griffin Capital Essential Asset REIT, Inc. – America's Blue-Chip LandlordTM – is a self-managed, publicly registered, non-traded REIT with a portfolio consisting primarily of single-tenant, business essential office and industrial properties throughout the United States, diversified by corporate credit, physical geography, product type, and lease duration. GCEAR's portfolio,6 as of September 30, 2020, consisted of 99 office and industrial properties (122 buildings), totaling 27.1 million rentable square feet, located in 25 states, representing a total enterprise value of approximately $4.5 billion.

Additional information is available at www.gcear.com.

ADDITIONAL INFORMATION ABOUT THE MERGER
In connection with the proposed merger, GCEAR intends to file a registration statement on Form S-4 with the SEC that will include a proxy statement of CCIT II and will also constitute a prospectus of GCEAR. This communication is not a substitute for the registration statement, the proxy statement/prospectus or any other documents that will be made available to the stockholders of CCIT II. In connection with the proposed merger, GCEAR and CCIT II also plan to file relevant materials with the SEC. STOCKHOLDERS OF CCIT II ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE RELEVANT PROXY STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. A definitive proxy statement/prospectus will be sent to CCIT II’s



stockholders. Investors may obtain a copy of the proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by GCEAR and CCIT II free of charge at the SEC’s website, www.sec.gov. Copies of the documents filed by GCEAR with the SEC will be available free of charge on GCEAR’s website at http://www.gcear.com or by contacting GCEAR’s Investor Services at (888) 926-2688, as they become available. Copies of the documents filed by CCIT II with the SEC will be available free of charge on CCIT II’s external advisor’s website, at website at http://www.cimgroup.com or by contacting CCIT II’s Investor Relations at ShareholderRelations@cimgroup.com.

PARTICIPANTS IN SOLICITATION RELATING TO THE MERGER
CCIT II, GCEAR, CIM Group, LLC and CCIT II’s external advisor and their respective directors and executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies from CCIT II stockholders in respect of the proposed merger among GCEAR, CCIT II and their respective subsidiaries.
Information regarding the directors, executive officers and external advisor of CCIT II is contained in the Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 30, 2020, as amended on April 27, 2020. Information about directors and executive officers of GCEAR is available in the proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on April 15, 2020. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed merger when they become available. Stockholders of CCIT II should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. Investors may obtain free copies of these documents from GCEAR or CCIT II using the sources indicated above.

NO OFFER OR SOLICITATION
This communication and the information contained herein does not constitute an offer to sell or the solicitation of an offer to buy or sell any securities or a solicitation of a proxy or of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. This communication may be deemed to be solicitation material in respect of the proposed merger.

Disclaimer on Forward-Looking Statements
This press release contains statements that constitute 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. Statements can generally be identified as forward-looking because they include words such as “believes,” “anticipates,” “expects,” “would,” “could,” or words of similar meaning. Statements that describe future plans and objectives are also forward-looking statements. These statements are based on the companies’ current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; GCEAR can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from GCEAR’s expectations include, but are not limited to, the risk that the merger will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure to satisfy the conditions to the consummation of the proposed merger, including the approval of the stockholders of CCIT II; statements about the benefits of the proposed merger involving GCEAR and CCIT II and statements that address operating performance, events or developments that GCEAR expects or anticipates will occur in the future, including but not limited to statements regarding anticipated synergies and G&A savings, future financial and operating results, plans, objectives, expectations and intentions, expected sources of financing, anticipated asset dispositions, anticipated leadership and governance, creation of value for stockholders, benefits of the proposed merger to customers, employees, stockholders and other constituents of the Combined Company, the integration of GCEAR and CCIT II, cost savings and the expected timetable for completing the proposed merger, and other non-historical statements; risks related to the disruption of management’s attention from ongoing business operations due to the proposed merger; the availability of suitable investment or disposition opportunities; changes in interest rates; the availability and terms of financing; the impact of the COVID-19 pandemic on the operations and financial condition of each of GCEAR and CCIT II and the real estate industries in which they operate, including with respect to occupancy rates, rent deferrals and the financial condition of their respective tenants; general financial and economic conditions, which may be affected by government responses to the COVID-19 pandemic; market conditions; legislative and regulatory changes that could adversely affect the business of GCEAR or CCIT II; and other factors, including those set forth in the section entitled “Risk Factors” in GCEAR’s and CCIT II’s most recent Annual Reports on Form 10-K, as amended, and Quarterly Reports on Form 10-Q filed with the SEC, and other reports filed by GCEAR and CCIT II with the SEC, copies of which are available on the SEC’s website, www.sec.gov. Forward-looking statements are not guarantees of performance or results and speak only as of the date such statements are made. Except as required by law, neither GCEAR nor CCIT II undertakes any obligation to update or revise any forward-looking statement in this communication, whether to reflect new information, future events, changes in assumptions or circumstances or otherwise.
______________________________



1 FFO, as described by the National Association of Real Estate Investment Trusts ("NAREIT"), is adjusted for redeemable preferred distributions. Additionally, we use AFFO as a non-GAAP financial measure to evaluate our operating performance. FFO and AFFO have been revised to include amounts available to both common stockholders and limited partners for all periods presented.
2 Pro-forma as of June 30, 2020. Real estate values based on appraised values.
3 Total enterprise value includes the outstanding debt balance (excluding deferred financing costs and premium/discounts), plus unconsolidated debt - pro rata share, plus preferred equity, plus total outstanding shares multiplied by the NAV. Total outstanding shares includes limited partnership units issued and shares issued pursuant to the DRP, net of redemptions.
4 Net rental revenue 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 September 30, 2020 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.
5 Approximately 59.4 percent 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; 54.4 percent generated from tenants with a Nationally Recognized Statistical Rating Organization ("NRSRO") credit rating; and the remaining 5.0 percent 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.
6 Excludes the property information related to the acquisition of an 80 percent ownership interest in a joint venture with affiliates of Digital Realty Trust, L.P.




GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands, except units and share amounts)

September 30, 2020 December 31, 2019
ASSETS
Cash and cash equivalents $ 181,732  $ 54,830 
Restricted cash 35,831  58,430 
Real estate:
Land 451,696  458,339 
Building and improvements 3,114,726  3,043,527 
Tenant origination and absorption cost 745,039  744,773 
Construction in progress 16,167  31,794 
Total real estate 4,327,628  4,278,433 
Less: accumulated depreciation and amortization (781,689) (668,104)
Total real estate, net 3,545,939  3,610,329 
Investments in unconsolidated entities 34  11,028 
Intangible assets, net 10,651  12,780 
Deferred rent receivable 92,433  73,012 
Deferred leasing costs, net 48,275  49,390 
Goodwill 229,948  229,948 
Due from affiliates 987  837 
Right of use asset 40,286  41,347 
Other assets 37,834  33,571 
Total assets $ 4,223,950  $ 4,175,502 
LIABILITIES AND EQUITY
Debt, net $ 2,174,352  $ 1,969,104 
Restricted reserves 14,115  14,064 
Interest rate swap liability 58,852  24,146 
Redemptions payable 6,145  96,648 
Distributions payable 9,095  15,530 
Due to affiliates 5,155  10,883 
Intangible liabilities, net 28,548  31,805 
Lease liability 45,486  45,020 
Accrued expenses and other liabilities 118,257  96,389 
Total liabilities 2,460,005  2,303,589 
Perpetual convertible preferred shares 125,000  125,000 
Common stock subject to redemption 1,332  20,565 
Noncontrolling interests subject to redemption; 556,099 and 554,110 units as of September 30, 2020 and December 31, 2019, respectively 4,569  4,831 
Stockholders’ equity:
Common stock, $0.001 par value; 800,000,000 shares authorized; 229,775,115 and 227,853,720 shares outstanding in the aggregate as of September 30, 2020 and December 31, 2019, respectively(1)
230  228 
Additional paid-in capital 2,100,047  2,060,604 
Cumulative distributions (793,546) (715,792)
Accumulated earnings 148,743  153,312 
Accumulated other comprehensive loss (52,322) (21,875)
Total stockholders’ equity 1,403,152  1,476,477 
Noncontrolling interests 229,892  245,040 
Total equity 1,633,044  1,721,517 
Total liabilities and equity $ 4,223,950  $ 4,175,502 
(1) For the number of shares outstanding of each class of common stock as of September 30, 2020, refer to our 10-Q Note 9, Equity.



GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except share and per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,
  2020 2019 2020 2019
Revenue:
Rental income $ 100,002  $ 97,435  $ 301,157  $ 277,276 
Expenses:
Property operating expense 14,265  14,717  42,158  39,091 
Property tax expense 9,330  10,050  28,291  27,722 
Property management fees to non-affiliates 1,032  822  2,780  2,620 
General and administrative expenses 8,207  7,519  23,280  17,708 
Corporate operating expenses to affiliates 625  729  1,875  1,453 
Impairment provision 9,572  —  22,195  — 
Depreciation and amortization 39,918  41,440  120,947  112,311 
Total expenses 82,949  75,277  241,526  200,905 
Income before other income and (expenses) 17,053  22,158  59,631  76,371 
Other income (expenses):
Interest expense (20,314) (19,560) (59,321) (53,642)
Other income (loss), net 238  (1,850) 3,292  (370)
(Loss) Gain from investment in unconsolidated entities (4,452) 3,027  (6,523) 1,919 
Management fee revenue from affiliates —  —  —  6,368 
Gain from disposition of assets —  8,441  4,268  8,441 
Net (loss) income (7,475) 12,216  1,347  39,087 
Distributions to redeemable preferred shareholders (2,255) (2,047) (6,349) (6,141)
Net loss (income) attributable to noncontrolling interests 1,166  (1,149) 598  (4,226)
Net (loss) income attributable to controlling interest (8,564) 9,020  (4,404) 28,720 
Distributions to redeemable noncontrolling interests attributable to common stockholders (43) (81) (165) (240)
Net (loss) income attributable to common stockholders $ (8,607) $ 8,939  $ (4,569) $ 28,480 
Net (loss) income attributable to common stockholders per share, basic and diluted $ (0.04) $ 0.04  $ (0.02) $ 0.13 
Weighted average number of common shares outstanding, basic and diluted 230,159,620  246,609,614  229,950,613  217,375,026 
Cash distributions declared per common share $ 0.09  $ 0.13  $ 0.32  $ 0.46 




GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC.
Funds from Operations and Adjusted Funds from Operations
(Unaudited; 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. AFFO excludes non-routine and certain non-cash items such as revenues in excess of cash received, amortization of stock-based compensation net, deferred rent, amortization of in-place lease valuation, acquisition-related costs, financed termination fee, net of payments received, gain or loss from the extinguishment of debt, unrealized gains (losses) on derivative instruments and dead deal costs. FFO and AFFO have been revised to include amounts available to both common stockholders and limits partners for all periods presented.
AFFO is a measure used among our peer group, which includes daily NAV 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.
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 three and nine months ended September 30, 2020 and 2019 (dollars in thousands, except per share amounts):
  Three Months Ended September 30, Nine Months Ended September 30,
  2020 2019 2020 2019
Net income $ (7,475) $ 12,216  $ 1,347  $ 39,087 
Adjustments:
Depreciation of building and improvements 23,759  22,843  69,957  57,473 
Amortization of leasing costs and intangibles 16,232  18,590  51,207  54,817 
Impairment provision 9,572  —  22,195  — 
Equity interest of depreciation of building and improvements - unconsolidated entities —  712  1,438  2,076 
Equity interest of amortization of intangible assets - unconsolidated entities —  1,158  1,751  3,474 
Gain from disposition of assets —  (8,441) (4,268) (8,441)
Equity interest of gain on sale - unconsolidated entities —  (3,609) —  (3,609)
Impairment on unconsolidated entities —  —  1,906  — 
FFO 42,088  43,469  145,533  144,877 
Distribution to redeemable preferred shareholders (2,255) (2,047) (6,349) (6,141)
FFO attributable to common stockholders and limited partners $ 39,833  $ 41,422  $ 139,184  $ 138,736 
Reconciliation of FFO to AFFO:
FFO attributable to common stockholders and limited partners $ 39,833  $ 41,422  $ 139,184  $ 138,736 
Adjustments:
Revenues in excess of cash received, net (7,001) (5,067) (19,441) (9,655)
Amortization of share-based compensation 992  950  3,116  1,589 
Amortization of above/(below) market rent, net (525) (871) (1,765) (2,639)
Amortization of debt premium/(discount), net 103  109  309  191 
Amortization of ground leasehold interests (73) (217) 21 
Deferred rent - ground lease 516  293  1,548  879 
Unrealized gains (loss) on investments (130) —  (118) — 
Unconsolidated joint venture valuation adjustment 4,452  —  4,452  — 
Non-cash lease termination income —  —  —  (10,150)
Financed termination fee payments received 1,500  1,500  4,500  3,008 
Company's share of revenues in excess of cash received (straight-line rents) - unconsolidated entity —  233  505  295 
Company's share of amortization of above market rent - unconsolidated entity —  924  1,419  2,772 
Performance fee adjustment —  —  —  (2,604)
Implementation of lease accounting guidance —  2,052  —  — 
Non-cash earn-out adjustment —  —  (2,581) — 
Dead deal costs —  —  52  — 
AFFO available to common stockholders and limited partners $ 39,667  $ 41,552  $ 130,963  $ 122,443 
FFO per share, basic and diluted $ 0.15  $ 0.15  $ 0.53  $ 0.56 
AFFO per share, basic and diluted $ 0.15  $ 0.15  $ 0.50  $ 0.49 
Weighted-average common shares outstanding - basic EPS 230,159,620  246,609,614  229,950,613  217,375,026 
Weighted-average OP Units 31,905,390  31,973,867  31,946,600  30,603,488 
Weighted-average common shares and OP Units outstanding - basic FFO/AFFO 262,065,010  278,583,481  261,897,213  247,978,514 




GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC.
Adjusted EBITDA
(Unaudited; dollars in thousands)

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
ADJUSTED EBITDA(1):
Net (loss) income $ (7,475) $ 12,216  $ 1,347  $ 33,092 
Depreciation and amortization
39,918  41,440  120,947  126,523 
Interest expense
19,574  19,615  56,959  59,192 
Amortization of deferred financing costs
548  530  1,620  5,260 
Amortization of debt premium/(discount), net
103  109  309  192 
Amortization of above/(below) market rent, net
(525) (870) (1,765) (4,187)
Income taxes
540  238  806  1,110 
Property management fees to non-affiliates
1,032  822  2,781  1,714 
Acquisition fees and expenses
—  —  —  379 
Deferred rent
(6,485) (5,067) (18,409) (11,146)
Termination Income (Non-Cash)
—  —  —  (11,178)
Termination income (Cash)
1,500  1,500  4,500  3,008 
Lease Accounting true up —  2,052  —  2,052 
Gain on disposition of assets —  (8,441) (4,268) (8,441)
(Gain)/Loss on Investment in Unconsolidated Entity —  (3,609) 165  (3,609)
Impairment on Investment in Unconsolidated Entity - DRJV 4,453  —  6,359  — 
Impairment provision 9,572  —  22,195  — 
Equity percentage of net loss for the Parent’s non-wholly owned direct and indirect subsidiaries
—  582  —  1,690 
Equity percentage of EBITDA for the Parent’s non-wholly owned direct and indirect subsidiaries
3,080  4,254  7,909  8,932 
65,835  65,371  201,455  204,583 
Less: Capital reserves (1,283) (1,295) (3,868) (3,859)
Adjusted EBITDA (per credit facility agreement) $ 64,552  $ 64,076  $ 197,587  $ 200,724 
Principal paid and due $ 1,731  $ 1,652  $ 5,134  $ 4,903 
Interest expense 19,574  19,615  56,959  57,601 
Cash dividends on redeemable preferred shareholders
2,255  2,047  6,349  6,141 
$ 23,560  $ 23,314  $ 68,442  $ 68,645 
Interest Coverage Ratio(2)
3.30  3.27  3.47  3.48 
Fixed Charge Coverage Ratio(3)
2.74  2.75  2.89  2.92 

(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 was 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.



Exhibit 99.2 America’s Blue-Chip Landlord™ Third Quarter 2020 Investor Update


 
Disclaimer ADDITIONAL INFORMATION ABOUT THE MERGER In connection with the proposed merger, GCEAR intends to file a registration statement on Form S-4 with the SEC that will include a proxy statement of CCIT II and will also constitute a prospectus of GCEAR. This communication is not a substitute for the registration statement, the proxy statement/prospectus or any other documents that will be made available to the stockholders of CCIT II. In connection with the proposed merger, GCEAR and CCIT II also plan to file relevant materials with the SEC. STOCKHOLDERS OF CCIT II ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE RELEVANT PROXY STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. A definitive proxy statement/prospectus will be sent to CCIT II’s stockholders. Investors may obtain a copy of the proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by GCEAR and CCIT II free of charge at the SEC’s website, www.sec.gov. Copies of the documents filed by GCEAR with the SEC will be available free of charge on GCEAR’s website at http://www.gcear.com or by contacting GCEAR’s Investor Services at (888) 926-2688, as they become available. Copies of the documents filed by CCIT II with the SEC will be available free of charge on CCIT II’s external advisor’s website, at https://www.cimgroup.com/investment- strategies/individual/for-shareholders, as they become available. PARTICIPANTS IN SOLICITATION RELATING TO THE MERGER CCIT II, GCEAR and their respective directors and executive officers and other members of management and employees, as well as certain affiliates of CIM Group, LLC serving as CCIT II’s external advisor, may be deemed to be participants in the solicitation of proxies from CCIT II stockholders in respect of the proposed merger among GCEAR, CCIT II and their respective subsidiaries. Information regarding the directors, executive officers and external advisor of CCIT II is contained in the Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 30, 2020, as amended on April 27, 2020. Information about directors and executive officers of GCEAR is available in the proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on April 15, 2020. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed merger when they become available. Stockholders of CCIT II should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. Investors may obtain free copies of these documents from GCEAR or CCIT II using the sources indicated above. NO OFFER OR SOLICITATION This communication and the information contained herein does not constitute an offer to sell or the solicitation of an offer to buy or sell any securities or a solicitation of a proxy or of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. This communication may be deemed to be solicitation material in respect of the proposed merger. 2


 
Disclaimer on Forward-Looking Statements This presentation contains statements that constitute 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. Statements can generally be identified as forward-looking because they include words such as “believes,” “anticipates,” “expects,” “would,” “could,” or words of similar meaning. Statements that describe future plans and objectives are also forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; GCEAR can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from GCEAR’s expectations include, but are not limited to, the risk that the merger will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure to satisfy the conditions to the consummation of the proposed merger, including the approval of the stockholders of CCIT II; statements about the benefits of the proposed merger involving GCEAR and CCIT II and statements that address operating performance, events or developments that GCEAR expects or anticipates will occur in the future, including but not limited to statements regarding anticipated synergies and G&A savings, future financial and operating results, plans, objectives, expectations and intentions, expected sources of financing, anticipated asset dispositions, anticipated leadership and governance, creation of value for stockholders, benefits of the proposed merger to customers, employees, stockholders and other constituents of the Combined Company, the integration of GCEAR and CCIT II, cost savings and the expected timetable for completing the proposed merger, and other non-historical statements; risks related to the disruption of management’s attention from ongoing business operations due to the proposed merger; the availability of suitable investment or disposition opportunities; changes in interest rates; the availability and terms of financing; the impact of the COVID-19 pandemic on the operations and financial condition of each of GCEAR and CCIT II and the real estate industries in which they operate, including with respect to occupancy rates, rent deferrals and the financial condition of their respective tenants; general financial and economic conditions, which may be affected by government responses to the COVID-19 pandemic; market conditions; legislative and regulatory changes that could adversely affect the business of GCEAR or CCIT II; and other factors, including those set forth in the section entitled “Risk Factors” in GCEAR’s and CCIT II’s most recent Annual Reports on Form 10-K, as amended, and Quarterly Reports on Form 10-Q filed with the SEC, and other reports filed by GCEAR and CCIT II with the SEC, copies of which are available on the SEC’s website, www.sec.gov. Forward-looking statements are not guarantees of performance or results and speak only as of the date such statements are made. Except as required by law, neither GCEAR nor CCIT II undertakes any obligation to update or revise any forward-looking statement in this communication, whether to reflect new information, future events, changes in assumptions or circumstances or otherwise. 3


 
Table of Contents PAGE Third Quarter 2020 Highlights 5 Portfolio Update 7 Financial Performance Review 14 4


 
Third Quarter 2020 Highlights RESTORATION HARDWARE Patterson, CA


 
Key Highlights Collected approximately 100% of contractual rent due during the quarter and approximately 100% of contractual rent due in October Achieved total revenue of approximately $100 million for the quarter, a 2.6% increase compared to the same quarter last year Achieved AFFO1 of $0.15 per basic and diluted share, which was consistent with the same quarter last year Commenced 515,134 square feet of previously executed leases, which were offset by 300,294 square feet of lease expirations, resulting in positive net absorption of 214,840 square feet On October 1, executed a 10-year, full-building lease extension with WABCO Air Compressor Holdings, Inc. at our 145,200 square foot industrial property in North Charleston, SC such that the remaining lease term is now approximately 13 years On October 29, entered into a definitive merger agreement with Cole Office and Industrial REIT (CCIT II), Inc. whereby GCEAR would acquire CCIT II for $1.2 billion 1. See reconciliation of AFFO in the earnings release filed on November 10, 2020. 6


 
Portfolio Update NETGEAR San Jose, CA


 
Portfolio Characteristics As of September 30, 2020 Total Enterprise Value1 $4.5 billion Acquisition Value $4.2 billion Number of Properties 99 Number of Buildings 122 Size of Portfolio (Square Feet) 27.1 million Occupied/Leased (Based on Portfolio Square Feet)2 88.5% / 88.6% Percentage of Cash Flow from Investment Grade Tenants3 59.4% Weighted Average Remaining Lease Term (Years) 7.0 Weighted Average Loan Maturity (Years)4 4.9 Current Weighted Average Debt Rate5 3.6% Weighted Average Annual Rent Increase6 2.1% 1. Total Enterprise Value includes the outstanding debt balance (excluding deferred financing costs and premium/discounts), plus unconsolidated debt - pro rata share, plus preferred equity, plus total outstanding shares multiplied by the NAV, less cash and cash equivalents - excludes restricted cash. Total outstanding shares include limited partnership units issued and shares issued pursuant to the DRP, net of redemptions. 2. The decline in leased percentage is primarily related to the vacancies of AMEX (0.3 million square feet), IBM (approximately 0.2 million square feet), McDermott (0.1 million square feet); offset by the addition of Pepsi Bottling Ventures (0.5 million square feet). 3. Investment Grade are those of either tenants, guarantors, and/or non-guarantor parents with investment grade ratings or what management believes are generally equivalent ratings. 4. The weighted average loan maturities for the Company’s fixed-rate and variable-rate debt are 6.57 and 3.40 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 5.25 and 2.72 years, respectively. 5. Current period debt rate includes the effect of seven interest rate swaps for a total of $750 million and excludes the effect of debt premiums/discounts and deferred financing costs. 6. Weighted average rental increase is based on the remaining term of each lease on a combined basis as of September 30, 2020. 8


 
AS OF SEPTEMBER 30, 2020 Diversified National Portfolio The portfolio is comprised of 99 properties located in 25 states and 114 tenants throughout the U.S. Note: Logos shown are those of tenants, lease guarantors, or non-guarantor parent companies at our properties. 9


 
AS OF SEPTEMBER 30, 2020 Portfolio Concentration Tenant Business Diversity 1 (By % of Net Rent) Our management makes a conscious effort to achieve 2 Capital Goods, 13.7% diversification by tenant industry Retailing, 9.9% Health Care Equipment & Services, 9.5% as our portfolio grows. As of Insurance, 8.9% September 30, 2020, our analysis Consumer Services, 7.8% Telecommunication Services, 6.7% segmented the REIT’s portfolio Diversified Financials, 6.5% into 22 industry groups.1 Technology Hardware & Equipment, 5.7% Consumer Durables & Apparel, 5.1% Energy, 5.1% 3 All Others, 21.1% 1. Industry classification based on the Global Industry Classification Standards (GICS). 2. Capital goods includes the following industry sub-groups: Aerospace & Defense (5.8%); Industrial Conglomerates (4.6%); Construction & Engineering (1.3%); Electrical Components & Equipment (0.9%); Industrial Machinery (0.5%); Construction Machinery & Heavy Trucks (0.4%); Building Products (0.2%). 3. All others consists of revenue concentration by industry equal to or less than 4.1%, as follows: Software & Services (4.1%); Utilities (4.0%); Banks (3.2%); Materials (2.3%); Commercial & Professional Services (2.0%); Food, Beverage & Tobacco (1.7%); Media (1.5%); Pharmaceuticals, Biotechnology & Life Sciences (1.0%); Automobiles & Components (0.7%); Transportation (0.6%). 10


 
AS OF SEPTEMBER 30, 2020 Portfolio Concentration (cont’d) Geographic Distribution Asset Allocation (By % of Net Rent) (By % of Net Rent) Texas 11.7% All Others1 24.4% California 10.1% Office 83.4% Florida 3.7% Ohio 8.9% North Carolina 4.6% Industrial/ Manufacturing/ Flex Colorado Arizona 16.6% 5.0% 8.8% New Jersey 6.3% Georgia Illinois 8.7% 7.8% 1. All others account for less than 3.5% of total net rent for the 12-month period subsequent to September 30, 2020 on an individual basis. 11


 
AS OF SEPTEMBER 30, 2020 Portfolio Concentration (cont’d) Credit Characteristics1 Public/Private Composition2 (By % of Net Rent) (By % of Net Rent) Investment Grade Public 59.4% 82.4% BBB WEIGHTED AVERAGE Unrated Credit CREDIT RATING 6.6% Private 17.6% Sub-Investment Grade 34.0% 1. Investment Grade are those of either tenants, guarantors, and/or non-guarantor parents with investment grade ratings or what management believes are generally equivalent ratings. 2. Public represents the percentage of either tenants, guarantors, and/or non-guarantor parents that have one or more class of securities which are publicly traded on a national securities exchange. 12


 
Strong Tenant Profile: Top 10 Tenants As of 9/30/20 As of 6/30/20 Top Tenants % of Portfolio1 Ratings2 Ratings2 3 1. Based on net rental payment 12-month period 3.5% BBB+ BBB+ subsequent to September 30, 2020. 2. Represents S&P ratings of tenants, guarantors, 3.4% 4 5 or non-guarantor parent entities, unless BB+ B+ otherwise noted. 3. Represents the combined net rental revenue for 3.1% A- A- the Atlanta, GA; West Chester, OH; and Houston, TX properties. 4. Represents what management believes to be 3.0% BBB+ BBB+ the equivalent of what would have been issued by S&P as derived from an HY1 rating issued by Bloomberg. 2.9% BB+ BB+ 5. Represents what management believes to be the equivalent of what would have been issued 2.5% AA AA by S&P as derived from an HY4 rating issued by Bloomberg. 6. Represents what management believes to be 2.5% B B the equivalent of what would have been issued by S&P as derived from an IG9 rating issued by 6 7 Bloomberg. 2.5% BBB BBB- 7. Represents what management believes to be the equivalent of what would have been issued 2.4% BB- BB+8 by S&P as derived from an IG10 rating issued by Bloomberg. 8. Represents what management believes to be 2.3% BB+ BB+ the equivalent of what would have been issued by S&P as derived from an BB+ rating issued by Egan-Jones. TOTAL 28.1% 13


 
Financial Performance Review WASTE MANAGEMENT Phoenix, AZ


 
AS OF SEPTEMBER 30, 2020 Capital Structure Overview Enterprise Value Secured Debt 22.8% Common Equity $2.0 billion Unconsolidated Debt OP Units 0.3 billion (pro rata share) Total Equity 2.3 billion 1.6% Secured Debt 1.0 billion Unsecured Debt 1.2 billion Unsecured Debt, Net Unconsolidated Debt (Pro Rata Share) 0.1 billion 22.4%1 Total Debt (Pro Rata Share) 2.3 billion Less: Cash and Cash Equivalents – excl. restricted (0.2) billion Total Net Debt (Pro Rata Share) 2.1 billion Preferred Equity 0.1 billion Preferred Equity Total Enterprise Value $4.5 billion Common Equity 2.8% 44.1% Ratios OP Units 2 6.3% Fixed Charge Coverage (Quarter to Date) 2.7x Interest Coverage (Quarter to Date)3 3.3x 1. Percentage is calculated net of approximately $181.7 million of cash and cash equivalents. Net Debt (Pro Rata Share) / Enterprise Value 45.8% 2. Fixed charge coverage is the ratio of principal amortization for the period plus interest expense as if the corresponding debt was 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. Net Debt (Pro Rata Share) / Total Real Estate Acquisition 4 48.0% See reconciliation of net income to adjusted EBITDA and coverage ratios in the earnings release filed on November 10, 2020. Price 3. Interest coverage is the ratio of interest expense as if the corresponding debt was in place at the beginning of the period to adjusted 2 EBITDA. See reconciliation of net income to adjusted EBITDA and coverage ratios in the earnings release filed on November 10, 2020. Net Debt (Pro Rata Share) / Adjusted EBITDA 8.0x 4. Total Real Estate Acquisition Price includes our pro rata share from unconsolidated joint venture. 15


 
AS OF SEPTEMBER 30, 2020 Conservative Balance Sheet with Ample Liquidity Capitalization Consolidated Debt Composition (Including Effect of Interest Rate Swaps) 1.6% Common Equity & OP Units 46.3% Preferred Equity 82.0% Fixed Rate Debt Consolidated Debt Floating Rate Debt 49.4% 18.0% Unconsolidated Debt 2.7% (Pro Rata Share) Available Liquidity (in thousands $) Consolidated Collateralization Breakdown $217,231 Revolving Credit Facility Unsecured Debt 47.2% 52.8% Cash Secured Debt $181,732 16


 
Financial Performance (in thousands, except per share amounts) Three Months Ended September 30, 2020 2019 Total Revenue $ 100,002 $ 97,435 Net income attributable to common stockholders per share, basic and diluted $ (0.04) $ 0.04 Adjusted EBITDA1 $ 64,552 $ 64,076 2 FFO attributed to common stockholders and limited partners $ 39,833 $ 41,422 2 FFO per share, basic and diluted $ 0.15 $ 0.15 3 AFFO available to common stockholders and limited partners $ 39,667 $ 41,552 3 AFFO per share, basic and diluted $ 0.15 $ 0.15 Distributions:4 Cash Distributions $ 15,661 $ 25,603 Distribution Reinvestment Plan (DRP) 7,476 12,899 Total Distributions $ 23,137 $ 38,502 1. See reconciliation of net income to adjusted EBITDA and coverage ratios in the earnings release filed on November 10, 2020. 2. FFO reflects distributions paid to redeemable preferred shareholders. 3. See reconciliation of AFFO in the earnings release filed on November 10, 2020. 4. Represents distributions paid and declared to common stockholders and non-controlling interest. 17


 
Determination of NAV (in thousands, except share and per share amounts) Set forth below are the components of our daily NAV as of September 30, 2020 and June 30, 2020, calculated in accordance with our valuation procedures: September 30, 2020 June 30, 2020 Gross Real Estate Asset Value $ 4,299,301 $ 4,295,142 1 Investments in Unconsolidated Entities 4,100 2,485 Management Company 230,000 230,000 Interest Rate Swap (Unrealized Loss) (62,478) (64,515) Perpetual Convertible Preferred Stock (125,000) (125,000) Other Assets, Net 158,843 151,250 Total Debt (Adjusted Fair Value) (2,172,130) (2,171,440) NAV $ 2,332,636 $ 2,317,922 Total Shares and OP Units Outstanding 262,064,167 261,628,173 2 NAV per share $ 8.90 $ 8.86 1. Represents clawback amount associated with the Company’s joint venture with an affiliate of Digital Realty Trust, Inc., as of September 30, 2020, as disclosed in more detail in the Company’s Form 10-Q filed with the SEC on November 9, 2020 2. Represents the average NAV per share across all share classes. NAV per share for each share class varies, primarily due to differences in class-specific fee structure. 18


 
Share Performance Total Return as of September 30, 20201 Excluding Sales Load2 Including Sales Load Quarter Ended Since Inception Since Inception Share Class/ Index Ticker Inception Date3 September 30, 2020 (Annualized) (Annualized) Class T ZGEATX 9/20/2017 1.29% 3.16% 1.96% Class S ZGEASX 9/20/2017 1.18% 3.13% 1.92% Class D ZGEADX 9/20/2017 1.48% 3.87% 3.87% Class I ZGEAIX 9/20/2017 1.43% 4.12% 4.12% Class A ZGEAAX 9/23/2014 1.34% 6.02% 3.99% Class AA ZGEAQX 11/2/2015 1.34% 4.39% 3.52% Class AAA ZGEAPX 4/25/2016 1.34% 5.15% 4.91% Class E ZGEAEX 11/6/2009 1.45% 7.57% 6.34% 1. Future performance may be lower or higher than the performance quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. Returns reflect the percent change in the net asset value per share from the beginning of the applicable period, plus the amount of any distributions paid during the period, and assumes distributions are reinvested pursuant to our distribution reinvestment plan. Performance for Class E shares includes the performance of common in EA-1, prior to the Mergers on April 30, 2019. Please consult your financial professional for more information. 2. Returns exclude the impact of applicable sales load. Sales load for Class T, S, D and I shares are defined as the amount of selling commissions and dealer manager fees, as applicable, consistent with the calculation of gross offering price for such shares. For Class A, AA, AAA and E shares, sales load is defined as applicable front-end selling commissions, dealer-manager fees and estimated issuer offering and organizational expenses in conformity with the definition of "Net Investment" set forth in NASD Rule 2340. 3. Inception date for Class AA, AAA, T, S, D and I shares is the date upon which we began offering such share classes in our initial and follow-on primary offerings, as applicable. Inception date for Class A shares is the date upon which we satisfied our minimum offering requirement in our initial public offering, which occurred on September 23, 2014. Inception date for Class E shares is the date upon which EA-1 began offering shares of common stock in its initial public offering, which occurred on November 6, 2009. 19


 
AS OF SEPTEMBER 30, 2020 Debt Maturity Schedule (including effect of interest rate swaps) Weighted Average Debt Maturity: 4.9 years $900,000 $742,6941 $750,000 $600,000 $433,5992 $375,0005 $450,000 $250,0006 (Thousands) $300,000 $126,9703 $150,0004 $104,3527 $150,000 $0 $0 $0 $0 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 1. Represents the Revolving Credit Facility, assuming the one-year extension on the Revolving 4. Represents the 2026 Term Loan. NOTE: Principal repayments on the individual Credit Facility is exercised upon maturity as well as the Emporia, Midland, Samsonite, and 5. Represents the Bank of America Loan. mortgages do not include the net debt HealthSpring mortgage loans and the 2023 Term Loan. 6. Represents the Bank of America/KeyBank Loan. premium/(discount) of ($0.7) million and 2. Represents the Highway 94 and PBV mortgage loan and the 2024 Term Loan. 7. Represents the AIG loan II. deferred financing costs of $7.6 million. 3. Represents the AIG mortgage loan. 20


 
1520 E. Grand Avenue 949.270.9300 El Segundo, CA 90245 www.gcear.com For more information visit www.gcear.com