Griffin Capital Essential Asset REIT II Inc., a publicly registered non-traded real estate investment trust, filed a registration statement for a maximum offering of $2.2 billion shares of common stock.
The offering consists of up to $2 billion of shares in the primary offering and up to $0.2 billion distribution reinvestment plan shares. Proceeds from the offering will be used primarily to purchase single tenant net lease properties, to repurchase shares from stockholders, and for other general corporate purposes.
The REIT plans to offer four new classes of shares of common stock: Class T, Class S, Class D, and Class I shares.
The purchase price per share for each share class varies from day to day and equals the net asset value, divided by the number of shares of that class outstanding as of the end of business each day, plus selling commissions and dealer manager fees.
Class T shares are initially priced at $9.71 each and include a 3 percent selling commission, a 0.5 percent dealer manager fee, and a 1 percent distribution fee, comprised of a 0.75 percent advisor distribution fee and a 0.25 percent dealer distribution fee.
Class S shares are priced at $9.71 each and include a 3.5 percent selling commission, no dealer manager fee, and an annual 1 percent distribution fee.
Class D shares are priced at $9.37 each and have no selling commissions or dealer manager fees, and include an annual 0.25 percent distribution fee.
The REIT plans to stop paying the distribution fees associated with Class T, Class S, and Class D shares when total selling commissions, dealer manager fees and distribution fees paid exceed 9 percent.
Class I shares are priced at $9.37 each and have no selling commissions, dealer manager fees, or distribution fees
Class T and Class S shares will be available for purchase through brokerage and transaction-based accounts, Class D shares will be available through fee-based programs, and Class I shares are available to institutional investors. Generally, the minimum investment is $2,500 for all share classes except Class I shares, which have a $1 million minimum investment.
Class A, Class AA, Class T, Class S, Class D and Class I shares are being offered under the distribution reinvestment plan.
All Class A and Class I shares outstanding prior to this offering will be reclassified as Class A shares. All Class T shares outstanding prior to this offering will be reclassified as Class AA shares. Once the REIT stops paying the stockholder servicing fee with respect to the Class AA shares, the shares will be converted to Class A shares.
Griffin Capital Essential Asset Advisor II LLC, serves as the REIT’s advisor, and Griffin Capital Securities LLC serves as dealer manager.
Griffin Capital Essential Asset REIT II invests in single tenant business essential properties throughout the United States, diversified by corporate credit, physical geography, product type, and lease duration. As of January 31, 2017, The REIT has acquired 34 office and industrial buildings totaling approximately 7.2 million rentable square feet valued at approximately $1.1 billion. As of March 31st, the company had raised approximately $749.2 million in investor equity.