QUESTIONS AND ANSWERS ABOUT

THE MERGERS AND THE CCIT II SPECIAL MEETING

The following are answers to some questions that CCIT II stockholders may have regarding the proposed transaction between CCIT II and GCEAR and the other proposals being considered at the CCIT II Special Meeting. The information in this section may not provide all the information that could be important to CCIT II stockholders. CCIT II and GCEAR urge you to carefully read this entire proxy statement/prospectus, including the Annexes incorporated by reference herein. See the section entitled “Where You Can Find More Information” on page [    ] of this proxy statement/prospectus.

The Mergers cannot be completed unless, among other things, the holders of CCIT II Common Stock vote to approve the REIT Merger and the CCIT II Charter Amendment.

This proxy statement/prospectus contains important information about the Mergers, including the REIT Merger, and you should read it carefully. The enclosed voting materials allow you to vote your shares of CCIT II Common Stock by proxy without attending the CCIT II Special Meeting online via live webcast.

Your vote is very important. You are encouraged to authorize your proxy as promptly as possible.

The REIT Merger would constitute a Roll-Up Transaction under the CCIT II Charter. The CCIT II Board believes that the application of the Roll-Up Transaction provisions would have made the REIT Merger more difficult and costly to complete. Because of the effect of these provisions on the REIT Merger, CCIT II determined that it was necessary to amend the CCIT II Charter to eliminate these provisions. Accordingly, approval of the CCIT II Charter Amendment is a condition to each party’s obligation to complete the Mergers. See “Proposals Submitted to CCIT II Stockholders—Proposal 2: The CCIT II Charter Amendment Proposal” beginning on page [    ] for a more detailed discussion of the CCIT II Charter Amendment.

For a more complete description of the recommendation of the CCIT II Board, see “The Mergers—Recommendation of the CCIT II Board and Its Reasons for the Mergers” beginning on page [    ].

If you encounter any technical difficulties with the virtual meeting platform during the check-in process or during the meeting, please call [    ] for assistance beginning at [    ] a.m. Pacific Time, and until the meeting is finished.

Approval of the CCIT II Adjournment Proposal requires the affirmative vote of a majority of all the votes cast on such proposal at the CCIT II Special Meeting. Any shares not voted (whether by abstention, broker non-vote or otherwise) have no impact on the vote on the CCIT II Adjournment Proposal.

If the Strategic Transaction is a listing, GCEAR intends to file the Second Articles of Amendment and Restatement (the “Second Articles”) before such listing. GCEAR may also file the Second Articles in connection with another Strategic Transaction. However, there is no guarantee that the Second Articles will ever be filed. See “Comparison of Rights of CCIT II Stockholders and GCEAR Stockholders—Potential Springing Charter” beginning on page [    ].

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page [    ].

If you are a CCIT II stockholder eligible to vote at the CCIT II Special Meeting, you are entitled to cast one vote on each proposal for each share of CCIT II Common Stock that you own of record as of the record date. After you have carefully read this proxy statement/prospectus, please authorize a proxy to vote your shares of CCIT II Common Stock as soon as possible so that your shares will be represented at the CCIT II Special Meeting. Submitting a proxy will in no way limit your right to vote at the CCIT II Special Meeting if you later decide to attend and vote at the meeting via live webcast.

You may submit your proxy prior to the CCIT II Special Meeting in one of the following ways:

If you are a CCIT II stockholder of record, you may also cast your vote by attending the live webcast of the CCIT II Special Meeting.

If your shares are held in “street name” through a bank, broker or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who

wish to vote online at the CCIT II Special Meeting should follow the instructions provided by their bank, broker or other nominee to obtain a legal proxy, executed in your favor. Obtaining a legal proxy may take several days. Please refer to your proxy card or voting instruction card forwarded by your bank, broker or other nominee to see which voting options are available to you.

If your shares are held in street name through a bank, broker or other nominee and you do not provide voting instructions to your bank, broker or other nominee, your shares of CCIT II Common Stock will NOT be voted at the CCIT II Special Meeting and may result in broker non-votes. Broker non-votes, if any, will have the same effect as votes “AGAINST” the REIT Merger Proposal and the CCIT II Charter Amendment Proposal. Broker non-votes will have no effect on the CCIT II Adjournment Proposal.

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SUMMARY

The following summary highlights some of the information contained in this proxy statement/prospectus. This summary may not contain all of the information that is important to you. For a more complete description of the Merger Agreement, the Mergers and the CCIT II Charter Amendment, CCIT II and GCEAR encourage you to read carefully this entire proxy statement/prospectus, including the attached Annexes and the other documents to which we have referred you because this section does not provide all the information that might be important to you with respect to the Mergers. See also the section entitled “Where You Can Find More Information” on page [    ]. We have included page references to direct you to a more complete description of the topics presented in this summary.

The Parties to the REIT Merger

Griffin Capital Essential Asset REIT, Inc. and its Subsidiaries (See page [    ])

GCEAR is a public, internally managed, non-traded REIT that invests primarily in business essential office and industrial properties significantly occupied by a single tenant, diversified by corporate credit, physical geography, product type and lease duration. As of September 30, 2020, GCEAR has 43 employees. The GCEAR Operating Partnership and Griffin Capital Real Estate Company, LLC (“GRECO”) are the GCEAR subsidiaries through which GCEAR conducts its business. The GCEAR Operating Partnership owns, directly or indirectly, all of the properties that GCEAR has acquired.

As of September 30, 2020, GCEAR’s real estate portfolio consisted of 99 properties in 25 states and 114 lessees consisting substantially of office, warehouse, and manufacturing facilities and one land parcel held for future development with a combined acquisition value of approximately $4.2 billion, including the allocation of the purchase price to above and below-market lease valuation. GCEAR’s net rent for the 12-month period subsequent to September 30, 2020 was approximately $287.8 million with approximately 59.4% generated by properties leased to tenants and/or guarantors or entities whose non-guarantor parent companies have investment grade or what GCEAR’s management believes are generally equivalent ratings. GCEAR’s portfolio, based on square footage, is approximately 88.6% leased as of September 30, 2020, with a weighted average remaining lease term of 7.0 years and weighted average annual rent increases of approximately 2.1%.

The principal executive offices of GCEAR are located at 1520 E. Grand Avenue, El Segundo, California, 90245 and its telephone number is (310) 469-6100.

Cole Office & Industrial REIT (CCIT II), Inc. (See page [    ])

CCIT II is a public, non-traded REIT that was formed as a Maryland corporation on February 26, 2013, that elected to be taxed as a REIT for U.S. federal income tax purposes for the year ended December 31, 2014, and each year thereafter.

CCIT II owns and operates a diverse portfolio of commercial real estate assets primarily consisting of single-tenant, income-producing necessity office and industrial properties, which are leased to creditworthy tenants under long-term “net leases”, including distribution facilities, warehouses, manufacturing plants and corporate or regional headquarters in strategic locations. As of September 30, 2020, CCIT II owned 26 properties, comprising approximately 3.9 million rentable square feet of 99.6% leased commercial space located in 12 states. Substantially all of CCIT II’s business is conducted through its operating partnership, Cole Corporate Income Operating Partnership II, LP (the “CCIT II Operating Partnership”), of which CCIT II is the sole general partner and owns, directly or indirectly, 100% of the partnership interests. CCIT II is externally managed by CCIT II Advisor, which is an affiliate of CIM. CCIT II has no paid employees and relies upon CCIT II Advisor and its affiliates to provide substantially all of its day-to-day management.

The principal executive offices of CCIT II are located at 2398 East Camelback Road, 4^th Floor, Phoenix, Arizona 85016 and its telephone number is (602) 778-8700.

The Combined Company (See page [    ])

The Combined Company will retain the name “Griffin Capital Essential Asset REIT, Inc.” and will continue to be a Maryland corporation that intends to qualify as a REIT under the Code. The Combined Company will own and operate a diverse portfolio of real estate investments located throughout the United States.

The GCEAR Operating Partnership and GRECO are the subsidiaries through which the Combined Company will conduct its business. The GCEAR Operating Partnership will own, directly or indirectly, all of the properties that the Combined Company has acquired.

The principal executive offices of the Combined Company will be 1520 E. Grand Avenue, El Segundo, CA 90245 and its phone number will be (310) 469-6100.

On a pro forma basis as of September 30, 2020, the Combined Company would have had a total enterprise value of approximately $5.8 billion, consisting of 125 properties in 26 states.

The Mergers

The Merger Agreement (See page [    ])

On October 29, 2020, the CCIT II Parties and the GCEAR Parties entered into the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus and incorporated herein by reference. CCIT II and GCEAR encourage you to carefully read the Merger Agreement in its entirety because it is the principal document governing the Mergers and the other transactions contemplated by the Merger Agreement.

The Merger Agreement provides that the closing of the Mergers will take place at 10:00 a.m. New York City Time no later than the third business day following the date on which all conditions to closing of the Mergers have been satisfied or waived, or at such other place and date as may be agreed to in writing by CCIT II and GCEAR.

The Mergers (See page [    ])

At the effective time of the REIT Merger and subject to the terms and conditions of the Merger Agreement, each share of CCIT II Common Stock will be converted into the right to receive the REIT Merger Consideration. At the effective time of the REIT Merger and subject to the terms and conditions of the Merger Agreement, each issued and outstanding share of CCIT II Class A Common Stock granted under CCIT II’s 2018 Equity Incentive Plan, whether vested or unvested, will be cancelled in exchange for an amount equal to the REIT Merger Consideration. At the effective time of the Partnership Merger and the LP Merger, respectively, (i) OP Merger Sub will merge with and into the CCIT II Operating Partnership, with the CCIT II Operating Partnership surviving the Partnership Merger such that LP Merger Sub will hold a limited partnership interest in the surviving entity with New GP Sub being the general partner of the surviving entity and (ii) CCIT II LP will merge with and into LP Merger Sub, with LP Merger Sub surviving the LP Merger as a wholly owned subsidiary of the GCEAR Operating Partnership.

The REIT Merger is intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Code. The Partnership Merger and the LP Merger together are intended to be treated as a contribution by CCIT II of all of its assets, subject to all of its liabilities, to the GCEAR Operating Partnership in exchange for partnership interests of the GCEAR Operating Partnership pursuant to Section 721 of the Code.

REIT Merger Consideration (See page [    ])

At the effective time of the REIT Merger and by virtue of the REIT Merger, each share of CCIT II Common Stock, or fraction thereof, issued and outstanding immediately prior to the effective time of the REIT Merger (other than Excluded Shares) will be cancelled and converted into the right to receive 1.392 shares of GCEAR Class E Common Stock, subject to the treatment of fractional shares in accordance with the Merger Agreement.

Upon completion of the REIT Merger, based on the number of shares of GCEAR Common Stock and CCIT II Common Stock outstanding on September 30, 2020, former CCIT II stockholders will own approximately 26% of the Combined Company.

Reasons for the Mergers (See page [    ])

In evaluating the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement, the CCIT II Board considered the unanimous recommendation of the CCIT II Special Committee. The CCIT II Special Committee, prior to making its unanimous recommendation, consulted with its independent legal and financial advisors. In reaching their respective determinations, the CCIT II Board and the CCIT II Special Committee considered a number of factors, including the factors that the CCIT II Board and the CCIT II Special Committee viewed as supporting their respective decisions with respect to the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement. The CCIT II Board and the CCIT II Special Committee also considered a variety of risks and other potentially negative factors in considering the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement.

For a discussion of certain material factors considered by the CCIT II Special Committee and the CCIT II Board in reaching their decisions to approve the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement, see the section “The Mergers—Recommendation of the CCIT II Board and Its Reasons for the Mergers” in this proxy statement/prospectus.

Recommendation of the CCIT II Board (See page [    ])

On October 26, 2020, after careful consideration, members of the CCIT II Board, including all of its independent directors, based on the unanimous recommendation of the CCIT II Special Committee, (i) determined that the REIT Merger, the CCIT II Charter Amendment and the other transactions contemplated by the Merger Agreement, including the Partnership Merger and the LP Merger, are advisable and in the best interests of CCIT II, and (ii) approved the Merger Agreement, the REIT Merger, the CCIT II Charter Amendment and the other transactions contemplated by the Merger Agreement, including the Partnership Merger and the LP Merger. Certain factors considered by the CCIT II Board in reaching its decision to approve the Merger Agreement, the REIT Merger, the CCIT II Charter Amendment and the other transactions contemplated by the Merger Agreement, including the Partnership Merger and the LP Merger, can be found in the section entitled “The Mergers—Recommendation of the CCIT II Board and Its Reasons for the Mergers” beginning on page [    ].

The CCIT II Board recommends that CCIT II stockholders vote (i) FOR the REIT Merger Proposal, (ii) FOR the CCIT II Charter Amendment Proposal and (iii)  FOR the CCIT II Adjournment Proposal.

Summary of Risks Related to the Mergers and the Combined Company (See page [    ])

You should consider carefully the risk factors described below together with all of the other information included in this proxy statement/prospectus before deciding how to vote. The risks related to the Mergers and the Combined Company are described under the sections “Risk Factors—Risks Related to the Mergers” and

“Risk Factors—Risks Related to the Combined Company Following the Mergers.” Certain of the risks related to the Mergers and the Combined Company, include, among others, the following:

The CCIT II Special Meeting (See page [    ])

The CCIT II Special Meeting will be a virtual meeting conducted exclusively via live webcast at [                ], commencing at [                ] a.m. Pacific Time on [                ].

At the CCIT II Special Meeting, CCIT II stockholders will be asked to consider and vote upon the following matters:

Approval of each of the REIT Merger Proposal and the CCIT II Charter Amendment Proposal requires the affirmative vote of a majority of all of the votes entitled to be cast on each proposal.

Approval of the CCIT II Adjournment Proposal requires the affirmative vote of a majority of all of the votes cast on such proposal.

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF HOW MANY SHARES YOU OWN. ACCORDINGLY, PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE CCIT II SPECIAL MEETING ONLINE VIA THE LIVE WEBCAST.

All holders of CCIT II Common Stock of record as of the close of business on [                ], [                ], the record date for the CCIT II Special Meeting, are entitled to receive notice of and to vote at the CCIT II Special Meeting and at any adjournment or postponement thereof.

Opinions of the CCIT II Special Committee’s Financial Advisors

Opinion of Truist Securities (See page [    ])

On October 28, 2020, Truist Securities rendered its oral opinion to the CCIT II Special Committee (which was subsequently confirmed in writing by delivery of Truist Securities’ written opinion dated October 28, 2020) that, as of October 28, 2020, the CCIT II Exchange Ratio in the REIT Merger pursuant to the Merger Agreement was fair, from a financial point of view, to the holders of CCIT II Common Stock, other than GCEAR (which does not own any shares of CCIT II Common Stock), CCIT II Advisor and their respective affiliates (the “Excluded Holders”).

Truist Securities’ opinion was directed to the CCIT II Special Committee (in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of CCIT II Common Stock other than the Excluded Holders of the CCIT II Exchange Ratio in the REIT Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the REIT Merger or any agreement, arrangement or understanding entered into in connection therewith or otherwise. The summary of Truist Securities’ opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex C to this proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Truist Securities in preparing its opinion. However, neither Truist Securities’ written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus is intended to be, and they do not constitute, advice or a recommendation as to, or otherwise address, how the CCIT II Special Committee, the CCIT II Board or any security holder of CCIT II should act or vote with respect to any matter relating to the REIT Merger or otherwise.

See “The Mergers—Opinions of the CCIT II Special Committee’s Financial Advisors—Opinion of Truist Securities” beginning on page [    ].

Opinion of CenterCap (See page [    ])

On October 28, 2020, CenterCap rendered its oral opinion to the CCIT II Special Committee (which was subsequently confirmed in writing by delivery of CenterCap’s written opinion dated October 28, 2020) that, as of such date and based upon, and subject to, the factors deemed relevant and assumptions made, matters considered and qualifications and limitations on the scope of its review as set forth in its opinion, the CCIT II Exchange Ratio in the REIT Merger was fair, from a financial point of view, to the holders of CCIT II Common Stock (other than the shares thereof cancelled in accordance with the terms of the Merger Agreement).

CenterCap’s opinion was directed to the CCIT II Special Committee, in its capacity as such, in connection with and solely for the purpose of its evaluation of the REIT Merger, and addressed only the fairness, from a financial point of view, to the holders of CCIT II Common Stock (other than the shares thereof cancelled in accordance with the terms of the Merger Agreement), of the CCIT II Exchange Ratio in the REIT Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the REIT Merger or any agreement, arrangement or understanding entered into in connection therewith or otherwise. CenterCap expressed no opinion as to the fairness of the CCIT II Exchange Ratio to the holders of any class of securities (other than the shares of CCIT II Common Stock that are not canceled in accordance with the terms of the Merger Agreement), creditors or other constituencies of CCIT II or as to the underlying decision by CCIT II to engage in the REIT Merger. The summary of CenterCap’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex D to this proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by CenterCap in preparing its opinion. CCIT II stockholders are urged to read the opinion in its entirety. However, neither CenterCap’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus is intended to be, and they do not constitute, advice or a recommendation as to, or otherwise address, how the CCIT II Special Committee, the CCIT II Board or any CCIT II stockholder should act or vote with respect to any matter relating to the REIT Merger or otherwise. The issuance of CenterCap’s opinion was approved by a fairness committee of CenterCap.

See “The Mergers—Opinions of the CCIT II Special Committee’s Financial Advisors—Opinion of CenterCap” beginning on page [    ].

Stock Ownership of Directors and Executive Officers of CCIT II (See page [    ])

At the close of business on the record date, the executive officers and directors of CCIT II and their affiliates collectively held [                ] shares of CCIT II Common Stock, representing approximately [    ]% of all the shares of CCIT II Common Stock outstanding and entitled to vote. See “Parties to the REIT Merger—Cole Office & Industrial REIT (CCIT II), Inc.” beginning on page [    ].

Directors of the Combined Company (See page [    ])

Pursuant to the Merger Agreement, the GCEAR Board will take or cause to be taken such action as may be necessary, in each case, to cause the CCIT II Designees to be appointed to the GCEAR Board effective as of the effective time of the REIT Merger, to serve until the next annual meeting of stockholders of GCEAR together with the then members of the GCEAR Board.

Pursuant to the Merger Agreement, the Nominating and Corporate Governance Committee of the GCEAR Board will recommend to the GCEAR Board at least one of these CCIT II Designees for election to the GCEAR Board at the first annual meeting of stockholders of GCEAR following the effective time of the REIT Merger.

Executive Officers of the Combined Company (See page [    ])

Following the Mergers, the executive officers of the Combined Company will consist of the existing executive officers of GCEAR.

Interests of CCIT II’s and GCEAR’s Directors and Executive Officers in the Mergers (Beginning on pages [    ] and [    ])

In addition to their interests in the Mergers as CCIT II stockholders, some of the CCIT II directors and executive officers have interests in the Mergers that differ from, or are in addition to, the interests of CCIT II stockholders. The CCIT II Special Committee and the CCIT II Board were each aware of these interests and considered them, among other things, in reaching its decision to approve the Mergers, the Merger Agreement, and the other transactions contemplated by the Merger Agreement. These interests include, among other things:

None of GCEAR’s executive officers or members of the GCEAR Board is party to an arrangement with GCEAR, or participates in any GCEAR plan, program or arrangement, that provides such executive officer or board member with financial incentives that are contingent upon the consummation of the Mergers.

For more information see “The Mergers—Interests of CCIT II’s Directors and Executive Officers in the Mergers” and “The Mergers—Interests of GCEAR’s Directors and Executive Officers in the Mergers.”

No Rights of Dissenting Stockholders (See page [    ])

Pursuant to the CCIT II Charter, no dissenters’ or appraisal rights or rights of objecting stockholders will be available with respect to the Mergers.

Conditions to Completion of the Mergers (Beginning on page [    ])

As more fully described in this proxy statement/prospectus and the Merger Agreement, the obligation of each of CCIT II and GCEAR to complete the Mergers and the other transactions contemplated by the Merger Agreement is subject to the satisfaction or, to the extent permitted by law, waiver by the applicable party, at or prior to the effective time of the Mergers, of a number of closing conditions. These conditions include, among other things:

Neither CCIT II nor GCEAR can give any assurance as to when or if all of the conditions to the consummation of the Mergers will be satisfied or waived or that the Mergers will occur.

See “The Merger Agreement—Conditions to Completion of the Mergers” beginning on page [    ] for more information.

Regulatory Approvals Required for the Mergers (See page [    ])

Other than compliance with applicable federal and state securities laws, CCIT II and GCEAR are not aware of any material federal or state regulatory requirements that must be complied with, or regulatory approvals that must be obtained, in connection with the Mergers or the other transactions contemplated by the Merger Agreement.

Alternative Acquisition Proposals; Change in Recommendation (Beginning on page [    ])

Except as described below, the Merger Agreement provides that CCIT II may not, and will cause its subsidiaries and direct each of its and their respective directors, officers, affiliates and representatives not to, initiate, solicit,

knowingly encourage or facilitate any inquiries, proposals or offers for, or engage in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any persons relating to any inquiry, proposal, offer or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal.

At any time prior to obtaining the necessary approvals of CCIT II stockholders, CCIT II may, if and only to the extent that the CCIT II Special Committee has either determined that an Acquisition Proposal constitutes a Superior Proposal (as defined under the heading “The Merger Agreement—Covenants and Agreements—Alternative Acquisition Proposals; Change in Recommendation”) or determined in good faith after consultation with outside legal counsel and outside financial advisors that an Acquisition Proposal could reasonably be expected to lead to a Superior Proposal:

At any time prior to obtaining the necessary approvals of CCIT II stockholders, CCIT II has the right, upon receipt of a written Acquisition Proposal that constitutes a Superior Proposal that did not result from a material breach of the non-solicitation provisions of the Merger Agreement, to give notice of its intention to terminate the Merger Agreement to enter into an Alternative Acquisition Agreement for such Superior Proposal and/or effect an Adverse Recommendation Change (as such terms are defined under the heading “The Merger Agreement—Covenants and Agreements—Alternative Acquisition Proposals; Change in Recommendation”), subject to the following conditions:

For more information regarding the limitations on CCIT II, the CCIT II Board and the CCIT II Special Committee to consider other proposals, see “The Merger Agreement—Covenants and Agreements—Alternative Acquisition Proposals; Change in Recommendation” beginning on page [    ].

Termination of the Merger Agreement (Beginning on page [    ])

CCIT II and GCEAR may, by written consent, mutually agree to terminate the Merger Agreement before completing the Mergers, even after obtaining the required approval of CCIT II stockholders.

The Merger Agreement may also be terminated prior to the effective time of the Partnership Merger by either CCIT II or GCEAR if any of the following occur, each subject to certain exceptions:

The Merger Agreement may also be terminated prior to the effective time of the Partnership Merger by GCEAR upon either of the following, each subject to certain exceptions:

The Merger Agreement may also be terminated prior to the effective time of the Partnership Merger by CCIT II upon any of the following, each subject to certain exceptions:

For more information regarding the rights of CCIT II and GCEAR to terminate the Merger Agreement, see “The Merger Agreement—Termination of the Merger Agreement” beginning on page [     ].

Termination Fee and Expense Reimbursement (See page [    ])

Upon termination of the Merger Agreement in certain circumstances, the Merger Agreement provides for the payment of a termination fee to GCEAR by CCIT II of $18,450,000 (in connection with termination under certain other circumstances) and for CCIT II to reimburse GCEAR up to $3,690,000 for GCEAR’s transaction expenses. In the event GCEAR exercises its right to terminate in connection with certain breaches of the Merger

Agreement by CCIT II, CCIT II will reimburse GCEAR up to $3,690,000 for GCEAR’s transaction expenses. Furthermore, in the event CCIT II exercises its right to terminate in connection with certain breaches of the Merger Agreement by GCEAR, GCEAR will reimburse CCIT II up to $3,690,000 for CCIT II’s transaction expenses plus the amount paid by CCIT II to CMFT in connection with the termination of the CMFT Merger Agreement. In addition, in the event the Merger Agreement is terminated for any reason, the Termination Agreement will automatically terminate and the CCIT II Advisory Agreement will remain in full force and effect (including all fees and obligations set forth therein).

See “The Merger Agreement—Termination of the Merger Agreement—Termination Fee and Expense Reimbursement” beginning on page [    ] for more information on the termination fees that could be payable by CCIT II to GCEAR.

Material U.S. Federal Income Tax Consequences of the Mergers (Beginning on page [    ])

CCIT II and GCEAR intend that the REIT Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The closing of the REIT Merger is conditioned on the receipt by each of GCEAR and CCIT II of an opinion of counsel to that effect. Assuming that the REIT Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, a holder of shares of CCIT II Common Stock generally will not recognize gain or loss for U.S. federal income tax purposes upon the receipt of GCEAR Class E Common Stock in exchange for shares of CCIT II Common Stock in connection with the REIT Merger. The Partnership Merger and the LP Merger together are intended to be treated as a contribution by CCIT II of all of its assets, subject to all of its liabilities, to the GCEAR Operating Partnership in exchange for partnership interests of the GCEAR Operating Partnership pursuant to Section 721 of the Code.

For further discussion of certain U.S. federal income tax consequences of the Mergers and the ownership and disposition of GCEAR Common Stock, see “Material U.S. Federal Income Tax Considerations” beginning on page [    ]. CCIT II stockholders should consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or non-U.S. income and other tax laws) of the REIT Merger and the ownership and disposition of GCEAR Common Stock.

Accounting Treatment of the Mergers (See page [    ])

GCEAR prepares its financial statements in accordance with U.S. generally accepted accounting principles, which we refer to herein as “GAAP.” The Mergers will be treated as an asset acquisition under GAAP. See “The Mergers—Accounting Treatment” on page [    ] for more information.

Comparison of Rights of CCIT II Stockholders and GCEAR Stockholders (Beginning on page [    ])

At the effective time of the REIT Merger, CCIT II stockholders will become GCEAR stockholders and, accordingly, their rights will be governed by the GCEAR Charter and the GCEAR Bylaws and the laws of the State of Maryland. The GCEAR Charter and the GCEAR Bylaws contain certain provisions that are different from the CCIT II Charter and the CCIT II Bylaws.

For a summary of certain differences between the rights of CCIT II stockholders and GCEAR stockholders, see “Comparison of Rights of CCIT II Stockholders and GCEAR Stockholders” beginning on page [    ].

Potential Springing Charter (Beginning on page [    ])

On April 15, 2019, the GCEAR stockholders approved an amendment and restatement of the GCEAR Charter. Following this approval, GCEAR was authorized for a period of up to five years from the date of approval, to file

the Second Articles in the form approved. The Second Articles will only become effective after being filed with, and accepted by, the SDAT. The purpose of the Second Articles is to remove certain limitations required by the North American Securities Administrators Association (the “NASAA REIT Guidelines”) and to otherwise amend the GCEAR Charter to be consistent with Maryland law and the charters of other listed companies. The Second Articles have not yet been filed, but they could be filed at any time during the authorized period, without further need for stockholder consent. If the GCEAR Board determines to list its shares on a national securities exchange, GCEAR intends to file the Second Articles before such listing. GCEAR may also file the Second Articles in connection with another Strategic Transaction. However, there is no guarantee that the Second Articles will ever be filed.

For a summary of anticipated changes to the rights of GCEAR stockholders if the Second Articles are filed, see “Comparison of Rights of CCIT II Stockholders and GCEAR Stockholders—Potential Springing Charter” beginning on page [    ].

CCIT II’s Distributions and Distribution Policy (Beginning on page [    ])

CCIT II pays distributions to its stockholders as of the record date selected by the CCIT II Board. Prior to April 1, 2020, the CCIT II Board historically authorized distributions to its stockholders on a quarterly basis that accrued daily to CCIT II stockholders of record as of the close of business on each day and were payable in cumulative amounts monthly in arrears. Given the impact of the COVID-19 pandemic, on April 20, 2020, the CCIT II Board decided to make a determination as to the amount and timing of distributions on a monthly, instead of quarterly, basis, commencing on April 1, 2020, until such time that the CCIT II Board has greater visibility into the impact that the COVID-19 pandemic will have on CCIT II’s tenants’ ability to continue to pay rent on their leases on a timely basis or at all, the degree to which federal, state or local governmental authorities grant rent relief or other relief or amnesty programs applicable to CCIT II’s tenants, CCIT II’s ability to access the capital markets, and on the United States and worldwide financial markets and economy. CCIT II anticipates that the CCIT II Board will continue to authorize and declare distributions to stockholders, but there can be no assurance that the CCIT II Board will continue to authorize such distributions at such frequency, if at all.

During 2019, the CCIT II Board authorized daily cash distribution amounts per share of $0.001726027 ($0.63 per share annualized). During the first quarter of 2020, the CCIT II Board authorized daily cash distribution amounts per share of $0.001721311 ($0.63 per share annualized). From April 1, 2020 to November 30, 2020, the CCIT II Board authorized monthly cash distribution amounts per share ranging from $0.0350 to $0.0414 ($0.42 to $0.50 per share annualized).

GCEAR’s Distributions and Distribution Policy (Beginning on page [    ])

GCEAR pays distributions to its stockholders as of the record date selected by the GCEAR Board. Prior to March 30, 2020, the GCEAR Board historically authorized distributions to the holders of GCEAR Common Stock on a quarterly basis that accrued daily to GCEAR stockholders of record as of the close of business on each day and were payable in cumulative amounts monthly in arrears. On March 30, 2020, the GCEAR Board elected to change from a quarterly to a monthly declaration of distributions commencing in April 2020 in order to give the GCEAR Board maximum flexibility due to the review of a prior potential strategic transaction and to monitor and evaluate the situation related to the financial impact of the COVID-19 pandemic. GCEAR expects to continue to pay distributions monthly based on daily declaration and record dates. There can be no assurance that the GCEAR Board will continue to authorize such distributions at such amount or frequency, if at all.

From April 30, 2019 to December 31, 2019, the GCEAR Board authorized daily cash distribution amounts per share of $0.001506849 ($0.55 per share annualized) and daily stock distribution amounts per share of

$0.000273973 worth of shares (equivalent to a $0.10 per share annualized stock distribution). During the first quarter of 2020, the GCEAR Board authorized daily cash distribution amounts per share of $0.001502732 ($0.55 per share annualized) and monthly stock distribution amounts per share of $0.008333333 worth of shares (equivalent to a $0.10 per share annualized stock distribution). As GCEAR continues to monitor the overall economic impact of the COVID-19 pandemic, GCEAR believes it is prudent to continue to employ a more conservative cash management strategy in this current economic environment. Accordingly, from April 1, 2020 to November 30, 2020, the GCEAR Board authorized daily cash distribution amounts per share of $0.000956284 ($0.35 per share annualized).

Distributions may be funded with operating cash flow from GCEAR’s properties, offering proceeds raised in any future offerings, from debt proceeds or a combination thereof. To the extent that GCEAR does not have earnings and profits, distributions paid will be considered a return of capital to stockholders.

Selected Historical Financial Information of CCIT II

Presented below is the selected historical consolidated financial data of CCIT II as of and for the periods indicated. The selected historical consolidated financial data of CCIT II for each of the years during the five-year period ended December 31, 2019 has been derived from CCIT II’s historical audited consolidated financial statements for such periods. The selected historical financial information for the nine months ended September 30, 2020, has been derived from CCIT II’s unaudited consolidated financial statements for such period.

You should read this selected historical financial information together with the financial statements and accompanying notes included in this proxy statement/prospectus beginning on page [    ] and CCIT II management’s discussion and analysis of operations and financial condition, attached as Annex F to this proxy statement/prospectus.

Selected Historical Financial Information of GCEAR

Presented below is the selected historical consolidated financial data of GCEAR as of and for the periods indicated. The selected historical consolidated financial data of GCEAR for each of the years during the five-year period ended December 31, 2019 has been derived from GCEAR’s historical audited consolidated financial statements for

such periods. The selected historical financial information for the nine months ended September 30, 2020, has been derived from GCEAR’s unaudited consolidated financial statements for such period.

You should read this selected historical financial information together with the financial statements and accompanying notes included in this proxy statement/prospectus beginning on page [    ] and GCEAR management’s discussion and analysis of operations and financial condition, attached as Annex E to this proxy statement/prospectus.

Selected Unaudited Pro Forma Condensed Combined Financial Information of the Combined Company

The following tables set forth selected unaudited pro forma condensed combined financial information of the Combined Company after giving effect to the Mergers based on GCEAR’s preliminary estimates, assumptions and pro forma adjustments. The unaudited pro forma condensed combined statements of income of the Combined Company for the nine months ended September 30, 2020 and the year ended December 31, 2019 give effect to the Mergers as if they had occurred on January 1, 2019, the beginning of the earliest period presented. The unaudited pro forma condensed combined balance sheet of the Combined Company as of September 30, 2020 gives effect to the Mergers as if they had occurred on September 30, 2020.

The unaudited pro forma condensed combined financial information of the Combined Company was prepared using the asset acquisition method of accounting, with GCEAR considered the accounting acquiror of CCIT II.

Under the asset acquisition method of accounting, the purchase price is allocated to the underlying CCIT II tangible and intangible assets acquired and liabilities assumed based on their respective fair values. The unaudited pro forma combined financial information of the Combined Company is presented for illustrative purposes only and does not purport to be indicative of the results that would actually have occurred if the Mergers had occurred as presented in such statements or that may be obtained in the future. Additionally, the unaudited pro forma condensed combined financial information contains estimated adjustments, based upon available information and certain assumptions that GCEAR believes are reasonable under the circumstances. Future results may vary significantly from the results reflected in such statements.

The unaudited pro forma condensed combined financial information should be read in conjunction with (i) the more detailed unaudited pro forma condensed combined financial information of the Combined Company and the accompanying notes included in this proxy statement/prospectus beginning on page [    ] and (ii) the historical financial statements and accompanying notes of CCIT II and GCEAR included in this proxy statement/prospectus beginning on page [    ] and [    ], respectively.