Griffin Realty Trust, Inc.
To The Holders of Class A and Class AA Common Shares of Griffin Realty Trust, Inc.
RE: Cash Offer To Purchase
Dear Shareholder,
We are pleased to provide the Class A and Class AA Shareholders of Griffin Realty Trust, Inc. with an opportunity to sell their shares. CMG Partners, LLC and its affiliates, CMG Income Fund II, LLC, CMG Liquidity Fund, LLC, and Blue River Capital, LLC (jointly, the “Purchasers” or “CMG”), are offering to purchase 500,000 of the Class A and the Class AA shares (the “Shares”) of Griffin Realty Trust, Inc. (the “Company”, or “GRT”) for $3.40 per Share in cash, upon the terms and subject to the conditions contained in the Offer to Purchase dated January 16, 2023, and the Agreement of Assignment and Transfer (together, the “Offer”). On August 5, 2022, the Company announced significant new information: a lower Net Asset Value (“NAV”) of $7.37 per Share as of June 30, 2022, an amended and restated Share Redemption Program (“SRP”), and a potential restructuring to split the Company into two separate entities. Under the proposed restructuring, GRT would spin-off a separate company that would own primarily the existing industrial properties, while GRT would continue to own the remaining office properties (the “Spin-Off Transaction”). If the Spin-Off Transaction is completed as contemplated, the spin-off shares representing ownership of the industrial properties would be listed on an exchange shortly after the transaction is completed, while the office properties held by GRT would be strategically sold over time. This Offer to Purchase includes any shares distributed to the holders of Class A and Class AA shares of the Company in connection with the Spin-Off Transaction after the offer date, January 16, 2023.
Shareholders who wish to obtain liquidity now may wish to consider the following:
• The Shares are not currently listed on a public securities exchange, making them difficult to sell, and the SRP is limited to redemptions in connection with a Shareholder’s death, disability or incompetence.
• Our Offer includes the option to tender all or a specified number of Shares, thereby allowing you to retain some of your Shares if desired.
• This is an all-cash Offer. Shareholders may prefer to obtain a full liquidation now, versus having two separate classes of shares, only one of which would be publicly traded at an unknowable future price.
• We do not charge commissions or transfer fees of any kind.
• Our Offer provides an opportunity to sell your Shares now, in a prompt and efficient manner.
An Agreement of Assignment and Transfer form is enclosed, which you can fill out and return in the envelope provided if you wish to sell your Shares. Please read the reverse of this letter, the Agreement of Assignment and Transfer and the Offer before deciding to tender your Shares. Copies of the Offer are available on our website at www.cmginvestments.com/grt.pdf. Alternatively, a copy can be mailed to you upon request at no charge. If you have any questions, please call us at (425) 376-0693.
Very Truly Yours,
CMG Partners, LLC
Please note that our offer expires on February 22, 2023; we would need to receive your Agreement of Assignment by that date if you wish to accept the offer.
Click Here To View Full Tender Offer
Information provided other than what is contained in a specific tender Offer document is neither an offer to buy nor a solicitation of an offer to sell Shares. Purchase offers are not being made to, and assignments will not be accepted from or on behalf of, Shareholders residing in any state in which making or accepting an offer to purchase would violate that jurisdiction’s laws. Information provided is accurate to the best of our knowledge from publicly available sources, although it is subject to change and CMG cannot attest to its accuracy. Investors should always conduct their own due diligence and consult their own tax and investment advisors prior to making a decision concerning their investments. We are not investment advisors, and information provided by us should not be considered advice. Other than pursuant to the terms contained in a specific tender Offer, all bids or offers to purchase provided are subject to change until an agreement in writing is executed and accepted by CMG.
Looking To Sell?
Contact Us: 425-376-0693
Lets discuss how we can help get you out of your Griffin Capital shares.