Related Party Transactions

3 Months Ended

Mar. 31, 2021

Summarized below are the related party costs incurred by the Company for the three months ended March 31, 2021 and 2020, respectively, and any related amounts receivable and payable as of March 31, 2021 and December 31, 2020:


	Incurred for the Three Months Ended				Receivable as of
	March 31,				March 31,		December 31,
	2021		2020		2021		2020
Assets Assumed through the Self-Administration Transaction
Other fees	$	—	$	—	$	294	$	293
Due from GCC
Reimbursable Expense Allocation	—		16		4		4
Payroll/Expense Allocation	5		99		1,119		1,114




Total	$	5	$	115	$	1,417	$	1,411


	Incurred for the Three Months Ended				Payable as of
	March 31,				March 31,		December 31,
	2021		2020		2021		2020
Expensed
Costs advanced by the advisor	$	501	$	627	$	1,135	$	1,085
Consulting fee - shared services	625		625		758		695




Assumed through Self- Administration Transaction/Mergers
Earn-out	—		—		262		262
Stockholder Servicing Fee	—		—		223		494

Other
Distributions	2,142		4,009		739		736
Total	$	3,268	$	5,261	$	3,117	$	3,272

Dealer Manager Agreement

GCEAR entered into a dealer manager agreement and associated form of participating dealer agreement (the "Dealer Manager Agreement") with the dealer manager for the Follow-On Offering. The terms of the Dealer Manager Agreement are substantially similar to the terms of the dealer manager agreement from GCEAR's initial public offering ("IPO"), except as it relates to the share classes offered and the fees to be received by the dealer manager. The Follow-On Offering terminated on September 20, 2020. See Note 9, Equity.

Subject to the Financial Industry Regulatory Authority, Inc.'s limitations on underwriting compensation, under the Dealer Manager Agreement the Company requires payment to the dealer manager of a distribution fee for ongoing services rendered to stockholders by participating broker-dealers or broker-dealers servicing investors’ accounts, referred to as servicing broker-dealers. The fee accrues daily, is paid monthly in arrears, and is calculated based on the average daily NAV for the applicable month.

Conflicts of Interest

Affiliated Dealer Manager

Since Griffin Capital Securities, LLC, the Company's dealer manager, is an affiliate of the Company's former sponsor, the Company does not have the benefit of an independent due diligence review and investigation of the type normally performed by an unaffiliated, independent underwriter in connection with the offering of securities. The Company's dealer manager is also serving as the dealer manager for Griffin-American Healthcare REIT III, Inc. and Griffin-American Healthcare REIT IV, Inc., each of which are publicly-registered, non-traded REITs, as wholesale marketing agent for Griffin Institutional Access Real Estate Fund and Griffin Institutional Access Credit Fund both of which are non-diversified, closed-end management investment companies that are operated as interval funds under the 1940 Act, and as dealer manager or master placement agent for various private offerings.

Administrative Services Agreement

In connection with the EA Mergers, the Company assumed, as the successor of EA-1 and the EA-1 Operating Partnership, an Administrative Services Agreement (the "Administrative Services Agreement"), pursuant to which GCC and GC LLC continue to provide office space and certain operational and administrative services at cost to the GCEAR Operating Partnership, Griffin Capital Essential Asset TRS, Inc., and GRECO, which may include, without limitation, the shared information technology, human resources, legal, due diligence, marketing, customer service, events, operations, accounting and administrative support services set forth in the Administrative Services Agreement. The Company pays GCC a monthly amount based on the actual costs anticipated to be incurred by GCC for the provision of such office space and services until the Company elects to provide such space and/or services for itself or through another provider, which amount is initially $0.2 million per month, based on an approved budget. Such costs are reconciled quarterly and a full review of the costs will be performed at least annually. In addition, the Company will directly pay or reimburse GCC for the actual cost of any reasonable third-party expenses incurred in connection with the provision of such services.

Certain Conflict Resolution Procedures

Every transaction that the Company enters into with affiliates is subject to an inherent conflict of interest. The Board may encounter conflicts of interest in enforcing the Company's rights against any affiliate in the event of a default by or disagreement with an affiliate or in invoking powers, rights or options pursuant to any agreement between the Company and affiliates. See the Company's Code of Ethics available at the "Corporate Governance" subpage of the Company's website at www.GCEAR.com for a detailed description of the Company's conflict resolution procedures.