As filed with the Securities and Exchange Commission on May 17, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
Amendment No. 1
to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13 (E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
__________________
Griffin Capital Essential Asset REIT II, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))

Class A, Class AA, Class AAA, Class S, Class D, Class T, Class I, and Class E Common Stock, $0.001 par value per share
(Title of Class of Securities)

39818P 104 (Class A), 39818P 203 (Class AA), 39818P 302 (Class AAA), 39818P 401 (Class S), 39818P 500 (Class D), 39818P 609 (Class T), 39818P 708 (Class I), and 39818P 880 (Class E)
(CUSIP Number of Classes of Securities)

Michael J. Escalante
Chief Executive Officer
Griffin Capital Essential Asset REIT II, Inc.
1520 E. Grand Avenue
El Segundo, California 90245
(310) 469-6100
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With copies to:
Howard S. Hirsch, Esq.
Chief Legal Officer
Griffin Capital Essential Asset REIT II, Inc.
1520 E. Grand Avenue
El Segundo, California 90245
(310) 469-6100
 
Michael K. Rafter, Esq.
Erin Reeves McGinnis, Esq.
Nelson Mullins Riley & Scarborough LLP
Atlantic Station
201 17th Street NW, Suite 1700
Atlanta, Georgia 30363
(404) 322-6000
______________________________________________________





CALCULATION OF FILING FEE
Transaction Valuation:
Amount of Filing Fee*:
$100,000,000 (a)
$12,120 (b)
(a)
Calculated as the maximum aggregate purchase price to be paid for shares of common stock.
 
(b)
The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $121.20 per million of the aggregate amount of cash offered by the Company.
 
 
 
 
 
 
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
 
 
 
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
Amount Previously Paid: $ N/A
Filing Party: N/A
Form or Registration No.: N/A
Date Filed: N/A
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
third-party tender offer subject to Rule 14d-1.
 
x
issuer tender offer subject to Rule 13e-4.
 
going-private transaction subject to Rule 13e-3.
 
amendment to Schedule 13D under Rule 13d-2.
 
 
Check the following box if the filing is a final amendment reporting the results of the tender offer: 
 
 
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
 
 Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 

SCHEDULE TO

This Amendment No. 1 to Tender Offer Statement on Schedule TO relates to the offers by Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “Company”), to purchase for cash up to 1,046,025 shares of Class A common stock, 2,060,669 shares of Class AA common stock, 52,301 shares of Class AAA common stock, 10,352 shares of Class T common stock, 10,373 shares of Class D common stock, 10,363 shares of Class S common stock, 51,867 shares of Class I common stock, and 7,217,573 shares of Class E common stock, par value $0.001 per share (collectively the “Shares”) subject to the Company’s ability to increase the number of Shares accepted for payment in each offer by up to, but not more than, 2% of the number of Shares subject to such offer without amending or extending such offer in accordance with rules promulgated by the Securities and Exchange Commission, at a purchase price equal to $9.56 per Class A, Class AA or Class AAA Share, $9.66 per Class T Share, $9.64 per Class D Share, $9.65 per Class S Share, $9.64 per Class I Share, and $9.56 per Class E Share, net to the seller in cash, less any applicable withholding taxes and without interest, for a total aggregate purchase price of $100,000.000. The Company’s offers are being made upon the terms and subject to the conditions set forth in the Amended Offer to Purchase, dated May 17, 2019, and in the related Letter of Transmittal, copies of which are attached to this Amendment No. 1 to Tender Offer Statement on Schedule TO as Exhibits (a)(i) and (a)(ii), respectively. This Amendment No. 1 to Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended.

Item 1. Summary Term Sheet.

The information set forth under “Summary Term Sheet” in the Amended Offer to Purchase is incorporated by reference.








Item 2. Subject Company Information.

(a)
The name of the issuer is Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation. The address and telephone number of the Company’s principal executive offices are: 1520 E. Grand Avenue, El Segundo, CA 90245; (310) 469-6100.

(b)
This Amendment No. 1 to Tender Offer Statement on Schedule TO relates to the Class A, Class AA, Class AAA, Class T, Class D, Class S, Class I and Class E Shares of the Company, par value $0.001 per share. As of April 30, 2019, there were 25,844,449 shares of Class A common stock, 49,990,961 shares of Class AA common stock, 979,322 shares of Class AAA common stock, 228,101 shares of Class T common stock, 19,376 shares of Class D common stock, 281 shares of Class S common stock, 819,384 shares of Class I common stock, and 174,981,547 shares of Class E common stock of the Company issued and outstanding. The information set forth under “Summary Term Sheet” in the Amended Offer to Purchase is incorporated herein by reference.

(c)
The information regarding the trading market and price of the Shares set forth in Section 13, “Certain Information About the Company – Net Asset Value”, of the Amended Offer to Purchase is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a)
Griffin Capital Essential Asset REIT II, Inc., is the filing person and subject company. The Company’s address and telephone number are set forth in Item 2(a) above, which is incorporated herein by reference.

The information set forth in Section 13, “Certain Information About the Company”, of the Amended Offer to Purchase is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a)
The information regarding the material terms of the transaction set forth in the Amended Offer to Purchase in “Summary Term Sheet”; Section 1, “Price, Number of Shares; Expiration Date; Proration”; Section 2, “Procedures for Tendering Shares”; Section 3, “Amount of Tenders”; Section 4, “Withdrawal Rights”; Section 5, “Purchase and Payment for Tendered Shares”; Section 6, “Conditions of the Offers”; Section 7, “Extension of the Offers”; Section 8, “Purpose and Certain Effects of the Offers”; Section 9, “Treatment of Fractional Shares”; Section 10, “Use of Securities Acquired”; Section 11, “Plans and Proposals”; Section 12, “Source and Amount of Funds”; Section 13, “Certain Information About the Company”; Section 14, “Additional Information”; Section 15, “Certain Legal Matters; Regulatory Approvals”; Section 16, “Material U.S. Income Tax Consequences”; Section 17, “Recommendations”, and Section 18, ”Miscellaneous” are incorporated herein by reference. There will be no material differences in the rights of the remaining security holders of the Company as a result of this transaction.

(b)
None of the Company’s directors, executive officers or, to the Company’s knowledge, any of the Company’s affiliates intend to tender any of their Shares in the Offers. Therefore, the Offers will increase the proportional holdings of the Company’s directors, executive officers and the Company’s affiliates. See Section 13, “Certain Information About the Company”, of the Amended Offer to Purchase, which is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a)
The information regarding the Company’s securities set forth in Section 13, “Certain Information About the Company – Recent Securities Transactions”, of the Amended Offer to Purchase is incorporated herein by reference.






Item 6. Purpose of the Transaction and Plans or Proposals.

(a)
The information regarding the purpose of the transaction set forth in Section 8, “Purpose and Certain Effects of the Offers”, of the Amended Offer to Purchase is incorporated herein by reference.

(b)
The information regarding the treatment of Shares acquired pursuant to the Offers set forth in Section 10, “Use of Securities Acquired”, of the Amended Offer to Purchase is incorporated herein by reference.

(c)
The information regarding any plans or proposals set forth in Section 11, “Plans and Proposals”, of the Amended Offer to Purchase is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

(a)
The information regarding the source of funds set forth in Section 12, “Source and Amount of Funds”, of the Amended Offer to Purchase is incorporated herein by reference.

(b)
There are no material conditions to the financing described in Item 7(a) above. If the primary financing plans fall through, the Company does not have any alternative financing arrangements or alternative financing plans.

(c)
A summary of the credit facility described in the information incorporated by reference to Item 7(a), borrowings under which will be used to fund the purchase of the Shares pursuant to the Offers, including the related fees and expense, is contained in Section 12, “Source and Amount of Funds”, of the Amended Offer to Purchase and is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

(a)
– (b)    The information set forth in Section 13, “Certain Information About the Company”, of the Amended Offer to Purchase is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used

(a)
The information set forth in Section 18, “Miscellaneous”, of the Amended Offer to Purchase is incorporated herein by reference.

Item 10. Financial Statements

(a)
-(b) Not applicable. Pursuant to Instruction 2 to Item 10 of Schedule TO, the Company’s financial statements are not considered material because (i) the consideration consists solely of cash, (ii) the Offers are not subject to any financing condition, and (iii) the Company is a public reporting company under Section 13(a) of the Exchange Act that files reports electronically on EDGAR.

Item 11. Additional Information.

(a)(1)
The information set forth in Section 13, “Certain Information About the Company”, of the Amended Offer to Purchase is incorporated herein by reference. The Company will amend this Amendment No. 1 to Tender Offer Statement on Schedule TO to reflect material changes to material information incorporated by reference to the Offer to Purchase to the extent required by Rule 13e-4(d)(2) promulgated under the Exchange Act.

(a)(2)
The information set forth in Section 15, “Certain Legal Matters; Regulatory Approvals”, of the Amended Offer to Purchase is incorporated herein by reference.

(a)(3)    Not Applicable.




(a)(4)    Not Applicable.

(a)(5)    None.

(c)
The information in the Amended Offer to Purchase and the related Letter of Transmittal, copies of which are attached to this Amendment No. 1 to Tender Offer Statement on Schedule TO as Exhibits (a)(i) and (a)(ii), respectively, is incorporated by reference in answer to Items 1 through 11 of this Amendment No. 1 to Tender Offer Statement on Schedule TO.

Item 12. Exhibits.

The Exhibit Index appearing after the signature page hereto is incorporated by reference.

Item 13. Information Required by Schedule 13E-3.

Not applicable.










































SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Tender Offer Statement on Schedule TO is true, complete and correct.

 
 
GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.
 
Dated: May 17, 2019
 
BY:
/s/ Michael J. Escalante
 
 
 
Michael J. Escalante
 
 
 
Chief Executive Officer
 
 
 
 












































EXHIBIT INDEX
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(g)
 
None
 
 
 
(h)
 
None.
__________________
* Filed herewith.