SEC Division of Corporation Finance no-action letter: Griffin Capital Essential Asset REIT II, Inc.

September 20, 2017
Response of the Office of Mergers and Acquisitions Division of Corporation Finance Janis F. Kerns, Esq. Nelson Mullins Riley & Scarborough LLP 101 Constitution Avenue, NW, Suite 900 Washington, D.C. 20001 Re: Griffin Capital Essential Asset REIT II, Inc. Request for No-Action Relief Under Rule 13e-4 Dear Ms. Kerns:
We are responding to your letter dated September 20, 2017, addressed to Ted Yu and Perry Hindin, as supplemented by telephone conversations with the staff, with regard to your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this response letter have the same meanings as in your letter dated September 20, 2017. On the basis of the representations and the facts presented in your letter and your belief that the proposed transaction does not constitute an issuer tender offer subject to Exchange Act Rule 13e-4, the staff of the Division of Corporation Finance will not recommend enforcement action under Rule 13e-4 if the Company repurchases shares from its stockholders under the New Redemption Program in the manner described in your letter. In issuing this no-action letter, we considered the following facts, among others:

• All material information relating to the New Redemption Program will be fully and
  timely disclosed to all stockholders. The terms of the New Redemption Program will be fully disclosed in the prospectus as well as any prospectus used for subsequent offerings, and the NAV per share for each class will always be available on the Company’s website and toll-free information line;
• The Company will not solicit redemptions under the New Redemption Program other
  than through the prospectus for the Offering and prospectus supplements disclosing the Redemption NAV per share of each class of shares. Stockholders desiring to request redemption of all or a portion of their shares will do so of their own volition and not at the behest, invitation or encouragement of the Company. The role of the Company in effectuating redemptions under the New Redemption Program will be ministerial;

Janis F. Kerns, Esq.
Nelson Mullins Riley & Scarborough LLP
September 20, 2017

• The shares will be redeemed quarterly under the New Redemption Program at the
  quarterly Redemption NAV of the class of shares being redeemed, and the Company will file prospectus supplements with the Commission with such frequency as is required by the Securities Act disclosing the historical NAV per share of each class of shares and also provide each quarterly Redemption NAV per share for each class of shares on its website and toll-free information line. Subject to the terms of the New Redemption Program, the Company will be obligated to redeem shares at the published Redemption NAV for the applicable class of shares;
• Redemptions will be made on a quarterly basis. The redemption price normally will
  be paid in cash no later than five business days following the last calendar day of the applicable quarter and will be the same for all shares of the same class redeemed in a given quarter;
• Redemptions under the New Redemption Program will be limited in any calendar
  quarter to an amount equal to 5% of the aggregate NAV of the outstanding shares of all classes of shares as of the last calendar day of the previous calendar quarter;
• If the quarterly volume limitation is reached in any given quarter or the Company
  determines to redeem fewer shares than have been requested to be redeemed in any particular quarter, redemptions under the New Redemption Program for such quarter will be made on a pro rata basis;
• Stockholders may withdraw any redemption request up until the Redemption Date by
  notifying the Company’s transfer agent on the Company’s toll-free information line before 4:00 p.m. Eastern time on the last business day of the quarter;
• Material modifications, including any reduction to the quarterly limitations on
  redemptions, and suspensions of the New Redemption Program will be promptly disclosed in a prospectus supplement (or post-effective amendment if required by the Securities Act), or current or periodic report filed by the Company, as well as on the Company’s website;
• There will be no established regular trading market for the Company’s common
  stock. The New Redemption Program will be terminated if the Company’s shares are listed on a national securities exchange or included for quotation in a national securities market, or in the event a secondary market for the Company’s shares develops;
• The New Redemption Program is intended to remain open indefinitely for the life of
  the Company unless modified or suspended by the board of directors. The Company

Janis F. Kerns, Esq.
Nelson Mullins Riley & Scarborough LLP
September 20, 2017 is structured as a perpetual-life entity and has no intention to list its shares for trading on an exchange or other trading market; and

• The New Redemption Program is open to all stockholders. Those stockholders
  purchasing in the Offering who have generally held their shares less than one year, and holders of IPO Shares who have held their shares less than four years from the original date of purchase, will not be permitted to participate in the New Redemption Program. The foregoing no-action position is based solely on the representations and the facts presented in your letter dated September 20, 2017 and does not represent a legal conclusion with respect to the applicability of the statutory or regulatory provisions of the federal securities laws. The relief is strictly limited to the application of the rule listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act. We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in this transaction. The Division of Corporation Finance expresses no view with respect to any other questions that this transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, this transaction. Sincerely, /s/ Ted Yu Ted Yu Chief, Office of Mergers & Acquisitions Division of Corporation Finance