8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 25, 2014

Griffin Capital Essential Asset REIT II, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  333-194280

MD	46-4654479
(State or other jurisdiction ofincorporation)	(IRS EmployerIdentification No.)

Griffin Capital Plaza, 1520 Grand Avenue, El Segundo, CA 90245

(Address of principal executive offices, including zip code)

(310) 469-6100

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.    Regulation FD Disclosure

On September 25, 2014, Griffin Capital Corporation, the sponsor of Griffin Capital Essential Asset REIT II, Inc. (the "Registrant"), issued a press release on behalf of the Registrant, announcing that the Registrant had reached the minimum offering amount of $2,000,000 in its public offering and commenced operations, as well as the approval of the initial distribution rate and the entry into two purchase and sale agreements by the Registrant's sponsor. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

Item 8.01.    Other Events

Achievement of Minimum Offering Amount

On September 23, 2014, the Registrant reached the minimum offering amount of $2,000,000 in shares of common stock required to satisfy the conditions of its escrow agreement and commence operations and issue shares of common stock in the Registrant's initial public offering of up to $2.2 billion in shares of its common stock, consisting of $1.1 billion in Class A shares and $1.1 billion in Class T shares.

Determination of Initial Distribution Rate

On September 17, 2014, the Registrant’s board of directors authorized a daily distribution in the amount of $0.00150684932 per Class A or Class T share on the outstanding shares of common stock, payable to stockholders of record of such shares as shown on the Registrant's books as of the close of business on each day of the fiscal quarter in which the Registrant has raised the minimum offering amount, which distribution commenced on September 23, 2014, the date the minimum offering amount was raised, and will continue through the end of the fiscal quarter ending December 31, 2014. The daily distribution for the Class T shares will be partially adjusted to account for the Class T stockholder servicing fee, so that the annualized effective distribution rates for Class A shares and Class T shares per dollar invested will be comparable. Such distributions payable to each stockholder of record during a month will be paid on such date of the following month as the Registrant's Chief Executive Officer may determine.

Potential Acquisition of Exel Property and Atlas Copco Property

On July 22, 2014 the Registrant's sponsor executed a purchase and sale agreement with an unaffiliated third party (the "Exel Property Purchase Agreement") for the acquisition of a to-be-built, 312,000 square foot distribution warehouse located in Groveport, Ohio which will be fully leased to Exel Inc. (the "Exel Property"). Although the Registrant is not currently a party to and has no obligations under the Exel Property Purchase Agreement, the Registrant's sponsor intends to assign the Exel Property Purchase Agreement to the Registrant prior to closing. The board of directors of the Registrant approved the Registrant's potential acquisition of the Exel Property on September 19, 2014.

The purchase price for the Exel Property is $16.148 million, plus closing costs and acquisition fees. The Registrant expects this acquisition to close in the first or second quarter of 2015 and to fund such acquisition with a combination of debt and net proceeds from the Registrant's initial public offering.

On September 15, 2014 the Registrant's sponsor executed a purchase and sale agreement with an unaffiliated third party (the "Atlas Copco Property Purchase Agreement") for the acquisition of a 120,000 square foot office/R&D facility that is currently under construction and is located in Auburn Hills, Michigan which will be fully leased to Atlas Copco Tools & Assembly Systems LLC (the "Atlas Copco Property"). Although the Registrant is not currently a party to and has no obligations under the Atlas Copco Property Purchase Agreement, the

Registrant's sponsor intends to assign the Atlas Copco Property Purchase Agreement to the Registrant prior to closing. The board of directors of the Registrant approved the Registrant's potential acquisition of the Atlas Copco Property on September 19, 2014.

The purchase price for the Atlas Copco Property is $17.75 million, plus closing costs and acquisition fees. The Registrant expects this acquisition to close in the third quarter of 2015 and to fund such acquisition with a combination of debt and net proceeds from the Registrant's initial public offering.

The purchases of the Exel Property and the Atlas Copco Property are not contingent upon each other. Pursuant to the Exel Property Purchase Agreement and the Atlas Copco Purchase Agreement, respectively, the Registrant (upon assignment of the respective agreements) would be obligated to purchase the Exel Property and the Atlas Copco Property only after satisfactory completion of agreed upon closing conditions. The Registrant will decide whether to acquire the Exel Property and the Atlas Copco Property generally based upon:

• the ability of the Registrant to raise sufficient proceeds in its public offering and to obtain sufficient amounts of debt on attractive terms to acquire the properties;

• satisfactory completion of due diligence on the properties and the respective sellers of the properties;

• satisfaction of the conditions to the acquisition in accordance with the purchase agreements; and

• no material adverse change relating to the properties, the respective sellers of the properties or certain economic conditions.

There can be no assurance that the acquisition of the Exel Property or the acquisition of the Atlas Copco Property will be completed. In some circumstances, if the purchaser fails to complete the acquisitions, it may forfeit up to $500,000 in earnest money on the Exel Property and up to $2.1 million in earnest money on the Atlas Copco Property.

Other properties may be identified in the future that the Registrant may acquire prior to or instead of the Exel Property and the Atlas Copco Property. Due to the considerable conditions to the consummation of the acquisitions of the Exel Property and the Atlas Copco Property, the Registrant cannot make any assurances that the closing of the Exel Property or the Atlas Copco Property is probable.

Item 9.01.    Financial Statements and Exhibits

(d)    Exhibits.

99.1   Press Release dated September 25, 2014

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Griffin Capital Essential Asset REIT II, Inc.
Date: September 25, 2014	By:	/s/ Howard S. Hirsch
		Howard S. Hirsch
		Secretary

EX-99.1

For Immediate Release: September 25, 2014

Jennifer Nahas

Vice President, Marketing

Griffin Capital Corporation

jnahas@griffincapital.com

Office Phone: 949-270-9332

Cell Phone: 949-433-6860

Griffin Capital Essential Asset REIT II Commences Operations and Declares Initial Distribution; Griffin Capital Announces Two Potential Property Acquisitions

Rendering of Exel Inc. Distribution Warehouse (completion date, May 2015), Groveport (Columbus), Ohio

El Segundo, Calif. (September 25, 2014) - Griffin Capital Corporation ("Griffin Capital"), the sponsor of Griffin Capital Essential Asset REIT II, Inc. (“GCEAR II”), a newly-formed real estate investment trust whose offering was recently declared effective by the SEC, announced today that GCEAR II reached the minimum offering amount of $2,000,000 in shares of common stock required to satisfy the conditions of its escrow agreement and commenced operations. At the same time, Griffin Capital announced that GCEAR II’s Board of Directors authorized a daily distribution rate to GCEAR II’s stockholders of record commencing as of the close of business on the date on which GCEAR II reached the minimum offering amount, and continuing through the end of the fiscal quarter ending December 31, 2014, equal to $0.00150684932 per share of Class A and Class T common stock, subject to partial adjustments to the daily distribution for the Class T shares to account for the Class T stockholder servicing fee.

Griffin Capital also announced the execution of agreements to acquire two institutional-quality commercial properties in separate transactions for a total of approximately $34 million. Subject to the satisfaction of certain conditions, Griffin Capital intends to assign these contracts to GCEAR II prior to closing in 2015.

The first potential acquisition is a 120,000 square-foot, Class A office/R&D building, which is a build-to-suit located within the Oakland Technology Park in Auburn Hills, Michigan, that will serve as the new North American Headquarters for Atlas Copco Tools & Assembly Systems LLC, a division of investment-grade rated Atlas Copco AB.

The second potential acquisition is a to-be-built, 312,000 square foot, Class A distribution warehouse located in the Groveport Commerce Center in Groveport (Columbus), Ohio. The Property is currently being developed by Exel Real Estate, and when completed in May 2015, will be 100% leased to Exel Inc. Exel Inc., a wholly-owned entity of Deutsche Post DHL, is a leading provider of contract logistics in North America with 468 facilities totaling 109 million square feet.

About Griffin Capital Essential Asset REIT II and Griffin Capital Corporation

Griffin Capital Essential Asset REIT II, Inc. (“the REIT”) is a publicly registered non-traded REIT that will invest primarily in single tenant net lease, office and industrial properties essential to the business operations of the tenant. The REIT’s sponsor is Griffin Capital Corporation (“Griffin Capital”), a privately-owned real estate company headquartered in Los Angeles. Griffin Capital is led by senior executives, each with more than two decades of real estate experience who have collectively closed transactions representing over $16 billion in value. Griffin Capital and affiliates have acquired or constructed over 31 million square feet of space since 1995, and currently own, manage, sponsor and/or co-sponsor an institutional-quality portfolio of approximately 28 million square feet located in 32 states and 1 million square feet located in the United Kingdom, representing approximately $5.4 billion in asset value. Additional information about Griffin Capital is available at www.griffincapital.com.

This press release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, but are not limited to: uncertainties relating to changes in general economic and real estate conditions; uncertainties relating to the implementation of our real estate investment strategy; uncertainties relating to financing availability and capital proceeds; uncertainties relating to the closing of property acquisitions; uncertainties relating to the public offering of our common stock; uncertainties related to the timing and availability of distributions; and other risk factors as outlined in the REIT’s prospectus, as amended from time to time. This is neither an offer nor a solicitation to purchase securities.

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