Organization Griffin Capital Essential Asset REIT, Inc., a Maryland corporation (the "Company"), was formed on August 28, 2008 under the Maryland General Corporation Law ("MGCL") and qualified as a real estate investment trust ("REIT") commencing with the year ended December 31, 2010. The Company was organized primarily with the purpose of acquiring single tenant properties that are essential to the tenants business and used a substantial amount of the net proceeds from the Public Offerings (as defined below) to invest in these properties. The Companys year end is December 31. Prior to the execution of the Merger Agreement (defined below), on December 14, 2018, the Company, entered into a series of transactions and became self-managed (the Self Administration Transaction) and succeeded to the advisory, asset management and property management business of Griffin Real Estate Company, LLC ("GRECO") (which includes such arrangements for both the Company and Griffin Capital Essential Asset REIT II, Inc. ("GCEAR II"). See below and also Note 4, Self Administration Transaction , for additional details. Griffin Capital Company, LLC ("GCC"), a Delaware limited liability company, (the "Former Sponsor"), sponsored the Companys Public Offerings. The Former Sponsor began operations in 1995 to engage principally in acquiring and developing office and industrial properties. Kevin A. Shields, the Chairman of the Company's board of directors, controls the Former Sponsor. Griffin Capital Essential Asset Advisor, LLC, a Delaware limited liability company (the "Advisor"), was formed on August 27, 2008. Griffin Capital Real Estate Company, LLC ("GRECO") is the sole member of the Advisor, and Griffin Capital, LLC ("GC LLC") was the sole member of GRECO until December 14, 2018, when the Operating Partnership and the TRS (both defined below) became the sole members as part of the Self Administration Transaction. The Company has entered into an advisory agreement with the Advisor (as amended and restated, the "Advisory Agreement"), which states that the Advisor is responsible for managing the Companys affairs on a day-to-day basis and identifying and making acquisitions and investments on behalf of the Company. The Advisory Agreement has a one -year term, and it may be renewed for an unlimited number of successive one -year periods by the Company's board of directors. The Companys property manager is Griffin Capital Essential Asset Property Management, LLC, a Delaware limited liability company (the Property Manager"), which was formed on August 28, 2008 to manage the Companys properties. The Property Manager derives substantially all of its income from the property management services it performs for the Company. From 2009 to 2014, the Company offered shares of common stock pursuant to a private placement offering to accredited investors (the "Private Offering") and two public offerings, consisting of an initial public offering and a follow-on offering (together, the "Public Offerings"), which included shares for sale pursuant to the distribution reinvestment plan ("DRP"). The Company issued 126,592,885 total shares of its common stock for gross proceeds of approximately $1.3 billion pursuant to the Private Offering and the Public Offerings. The Company also issued approximately 41,800,000 shares of its common stock upon the consummation of the merger of Signature Office REIT, Inc. in June 2015. On May 7, 2014, the Company filed a Registration Statement on Form S-3 with the Securities and Exchange Commission ("SEC") for the registration of $75.0 million in shares for sale pursuant to the DRP (the 2014 DRP Offering). On September 22, 2015, the Company filed a Registration Statement on Form S-3 with the SEC for the registration of $100.0 million in shares for sale pursuant to the DRP (the 2015 DRP Offering). On June 9, 2017, the Company filed a Registration Statement on Form S-3 with the SEC for the registration of 10 million shares for sale pursuant to the DRP (the "2017 DRP Offering," and together with the 2014 DRP Offering and 2015 DRP Offering, the "DRP Offerings"). The 2017 DRP Offering may be terminated at any time upon 10 days prior written notice to stockholders, which may be provided through the Company's filings with the SEC. Griffin Capital Essential Asset Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), was formed on August 29, 2008. The Operating Partnership owns, directly or indirectly, all of the properties that the Company has acquired. The Advisor purchased an initial 99% limited partnership interest in the Operating Partnership for $0.2 million , and the Company contributed the initial one thousand dollars capital contribution, received from the Advisor, to the Operating Partnership in exchange for a 1% general partner interest. As of December 31, 2018 , the Company owned approximately 86% of the limited partnership units of the Operating Partnership, and, as a result of the contribution of five properties to the Company and the Self Administration Transaction (defined below), the Former Sponsor and certain of its affiliates, including certain officers of the Company, owned approximately 12% of the limited partnership units of the Operating Partnership. Approximately 22.5 million units are owned by Griffin Capital LLC, an entity controlled by Kevin A. Shields, the Companys Executive Chairman and Chairman of the Board. The remaining approximately 2% of the limited partnership units are owned by unaffiliated third parties. No limited partnership units of the Operating Partnership have been redeemed during the years ended December 31, 2018 and 2017 . The Operating Partnership may conduct certain activities through the Companys taxable REIT subsidiary, Griffin Capital Essential Asset TRS, Inc., a Delaware corporation (the "TRS"), formed on September 2, 2008, which is a wholly-owned subsidiary of the Operating Partnership. On December 14, 2018, the Company and the Operating Partnership entered into a series of transactions, agreements, and amendments to existing agreements and arrangements (such agreements and amendments collectively referred to as the Self Administration Transaction), with GCC and GC LLC, pursuant to which GCC and GC LLC contributed to the Operating Partnership all of the membership interests in GRECO and certain assets related to the business of GRECO, in exchange for 20,438,684 units of limited partnership in the Operating Partnership and additional limited partnership units as earn-out consideration. As a result of the Self Administration Transaction, the Company is now self-managed and it acquired the advisory, asset management and property management business of GRECO (which includes such arrangements for both the Company and Griffin Capital Essential Asset REIT II, Inc. ("GCEAR II")). GRECO is now the sponsor for GCEAR II. In connection with the Self Administration Transaction, 37 employees of GCC became direct employees of GRECO. See Note 4, Self Administration Transaction, for additional details. On December 12, 2018, in connection with the Merger Agreement (defined below), the board of directors of the Company approved the temporary suspension of the DRP and share redemption program ("SRP"). During the quarter ended September 30, 2018, the Company reached the 5% annual limitation of the SRP for 2018, and therefore, redemptions submitted for the fourth quarter of 2018 were not processed, and the SRP was officially suspended as of January 19, 2019. The DRP was suspended as of December 30, 2018. All December distributions were paid in cash only. The DRP and SRP shall remain suspended until such time, if any, as the board of directors of the Company may approve the resumption of the DRP and SRP. On December 14, 2018, the Company, the Operating Partnership, GCEAR II, Griffin Capital Essential Asset Operating Partnership II, L.P. (the "GCEAR II Operating Partnership") and Globe Merger Sub, LLC, a wholly owned subsidiary of GCEAR II (Merger Sub), entered into an Agreement and Plan of Merger (the Merger Agreement). See Note 13, Commitments and Contingencies , for additional details. As of December 31, 2018 , the Company had issued 190,830,519 shares of common stock. The Company has received aggregate gross offering proceeds of approximately $1.5 billion from the sale of shares in the Private Offering, the Public Offerings, and the DRP Offerings. There were 166,285,021 shares outstanding as of December 31, 2018 , including shares issued pursuant to the DRP, less shares redeemed pursuant to the SRP. As of December 31, 2018 and 2017 , the Company had issued approximately $252.8 million and $211.9 million , respectively, in shares pursuant to the DRP, which are classified on the consolidated balance sheets as common stock subject to redemption, net of redemptions paid of approximately $241.2 million and $157.7 million , respectively. Since inception and through December 31, 2018 , the Company had redeemed 24,545,498 shares of common stock for approximately $241.2 million pursuant to the SRP.