PKST 10-K Annual Report Dec. 31, 2021 | Alphaminr
Peakstone Realty Trust
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PKST 10-K Fiscal year ended Dec. 31, 2021

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Income Statement
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Name: Peakstone Realty Trust <br /> CIK: 1600626 <br /> Filing Type: 10-K/A <br /> Report Date: 2021-12-31 <br /> Download URL: https://www.sec.gov/Archives/edgar/data/1600626/000160062622000051/gcnl-20211231.htm <br />
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.2 Agreement and Plan of Merger, dated as of December 14, 2018, by and among Griffin Capital Essential Asset REIT II, Inc., Griffin Capital Essential Asset Operating Partnership II, L.P., Globe Merger Sub, LLC, Griffin Capital Essential Asset REIT, Inc. and Griffin Capital Essential Asset Operating Partnership, L.P., incorporated by reference to Exhibit 2.1 to the Registrant's Current on Form 8-K, filed on December 20, 2018, SEC File No. 000-55605 3.1 First Articles of Amendment and Restatement, as amended, incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q, filed on August 6, 2021, SEC File No. 000-55605 3.2 Amended and Restated Bylaws, incorporated by reference to Exhibit 3.2 to the Registrants Current Report on Form 8-K, filed on July 6, 2021, SEC File No. 000-55605 3.3 Articles Supplementary to First Articles of Amendment and Restatement of Griffin Capital Essential Asset REIT II, Inc., incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K, filed on April 29, 2016, SEC File No. 000-55605 3.4 Articles Supplementary of Griffin Capital Essential Asset REIT II, Inc., incorporated by reference to Exhibit 3.5 to Pre-Effective Amendment No. 3 to the Registrants Registration Statement on Form S-11, filed on September 18, 2017, SEC File No. 333-217223 3.5 Articles Supplementary to First Articles of Amendment and Restatement, incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K, filed on April 19, 2019, SEC File No. 000-55605 3.6 Articles Supplementary to First Articles of Amendment and Restatement, incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K, filed on May 1, 2019, SEC File No. 000-55605 3.7 Articles Supplementary to First Articles of Amendment and Restatement, as amended, incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed November 10, 2020, SEC File No. 000-55605 4.3 Amended and Restated Distribution Reinvestment Plan of Griffin Capital Essential Asset REIT, Inc., incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K, filed on July 17, 2020, SEC File No. 000-55605 4.5 Amended and Restated Share Redemption Program effective as of December 12, 2019, incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K, filed on November 12, 2019, SEC File No. 000-55605 4.6 Description of Securities, incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K, filed on February 26, 2021, SEC File No. 000-55605 10.1+ Employee and Director Long-Term Incentive Plan, incorporated by reference to Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q, filed on August 21, 2014, SEC File No. 333-194280 10.2+* Amendment No. 1 to the Griffin Realty Trust, Inc. Amended and Restated Employee and Director Long-Term Incentive Plan 10.3+ Griffin Capital Essential Asset REIT II, Inc.s Employee and Director Long-Term Incentive Plan Form of Restricted Share Award for Directors, incorporated by reference to Exhibit 10.3 to the Registrants Annual Report on Form 10-K, filed on March 15, 2017, SEC File No. 000-55605 10.4+ Director Compensation Plan, incorporated by reference to Exhibit 10.4 to the Registrants Annual Report on Form 10-K, filed on March 15, 2017, SEC File No. 000-55605 10.5 Master Property Management, Leasing, and Construction Management Agreement, dated March 17, 2015, incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on March 23, 2015, SEC File No. 333-194280 10.6 Fifth Amended and Restated Limited Partnership Agreement of the Current Operating Partnership dated April 30, 2019, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on May 1, 2019, SEC File No. 000-55605 10.7 Amendment No. 1 to Fifth Amended and Restated Limited Partnership Agreement of GRT OP, L.P., dated as of July 1, 2021, incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q, filed on November 4, 2021, SEC File No. 000-55605 10.8 Promissory Note dated February 27, 2013 issued to Midland National Life Insurance Company, incorporated by reference to Exhibit 10.1 to EA-1s Current Report on Form 8-K, filed on March 5, 2013, SEC File No. 000-54377 10.9 NUF Note for the Schlumberger Property, incorporated by reference to Exhibit 10.1 to EA-1s Current Report on Form 8-K, filed on January 30, 2014, SEC File No. 000-54377 10.10 VALIC Note for the Schlumberger Property, incorporated by reference to Exhibit 10.2 to EA-1s Current Report on Form 8-K, filed on January 30, 2014, SEC File No. 000-54377 10.11 First Deed of Trust for the Schlumberger Property, incorporated by reference to Exhibit 10.3 to EA-1s Current Report on Form 8-K, filed on January 30, 2014, SEC File No. 000-54377 10.12 Second Deed of Trust for the Schlumberger Property, incorporated by reference to Exhibit 10.4 to EA-1s Current Report on Form 8-K, filed on January 30, 2014, SEC File No. 000-54377 10.13 First Mortgage for the Verizon Property, incorporated by reference to Exhibit 10.5 to EA-1s Current Report on Form 8-K, filed on January 30, 2014, SEC File No. 000-54377 10.14 Second Mortgage for the Verizon Property, incorporated by reference to Exhibit 10.6 to EA-1s Current Report on Form 8-K, filed on January 30, 2014, SEC File No. 000-54377 10.15 Recourse Carve-Out Guaranty Agreement, incorporated by reference to Exhibit 10.7 to EA-1s Current Report on Form 8-K, filed on January 30, 2014, SEC File No. 000-54377 10.16 VALIC Note for Owens Corning Sales, LLC Property, incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on October 28, 2015, SEC File No. 333-194280 10.17 AGL Note for Owens Corning Sales, LLC Property, incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K, filed on October 28, 2015, SEC File No. 333-194280 10.18 USL Note for Owens Corning Sales, LLC Property, incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K, filed on October 28, 2015, SEC File No. 333-194280 10.19 First Deed of Trust for Owens Corning Sales, LLC Property, incorporated by reference to Exhibit 10.4 to the Registrants Current Report on Form 8-K, filed on October 28, 2015, SEC File No. 333-194280 10.20 Second Deed of Trust for Owens Corning Sales, LLC Property, incorporated by reference to Exhibit 10.5 to the Registrants Current Report on Form 8-K, filed on October 28, 2015, SEC File No. 333-194280 10.21 Recourse Carve-Out Guaranty Agreement, incorporated by reference to Exhibit 10.6 to the Registrants Current Report on Form 8-K, filed on October 28, 2015, SEC File No. 333-194280 10.22 Schedule of Omitted Documents, incorporated by reference to Exhibit 10.7 to the Registrants Current Report on Form 8-K, filed on October 28, 2015, SEC File No. 333-194280 10.23 Loan Agreement with Bank of America, N.A. dated September 29, 2017, incorporated by reference to Exhibit 10.1 to EA-1s Current Report on Form 8-K, filed on October 5, 2017, SEC File No. 000-54377 10.24 Guaranty Agreement, dated September 29, 2017, incorporated by reference to Exhibit 10.2 to EA-1s Current Report on Form 8-K, filed on October 5, 2017, SEC File No. 000-54377 10.25 Promissory Note A-1-1, incorporated by reference to Exhibit 10.3 to EA-1s Current Report on Form 8-K, filed on October 5, 2017, SEC File No. 000-54377 10.26 Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, incorporated by reference to Exhibit 10.4 to EA-1s Current Report on Form 8-K, filed on October 5, 2017, SEC File No. 000-54377 10.27 Schedule of Omitted Documents for Bank of America Loan, incorporated by reference to Exhibit 10.5 to EA-1s Current Report on Form 8-K, filed on October 5, 2017, SEC File No. 000-54377 10.28 Loan Agreement with Bank of America, N.A. and KeyBank N.A. dated April 27, 2018, incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on May 3, 2018, SEC File No. 000-55605 10.29 Guaranty Agreement dated April 27, 2018, incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K, filed on May 3, 2018, SEC File No. 000-55605 10.30 Promissory Note A-1-1 dated April 27, 2018, incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K, filed on May 3, 2018, SEC File No. 000-55605 10.31 Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing for the Southern Company Services, Inc. Property dated April 27, 2018, incorporated by reference to Exhibit 10.4 to the Registrants Current Report on Form 8-K, filed on May 3, 2018, SEC File No. 000-55605 10.32 Schedule of Omitted Documents, incorporated by reference to Exhibit 10.5 to the Registrants Current Report on Form 8-K, filed on May 3, 2018, SEC File No. 000-55605 10.33 Second Amended and Restated Credit Agreement dated April 30, 2019, incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed on May 2019, SEC File No. 000-55605 10.34 First Amendment to Second Amended and Restated Credit Agreement dated October 1, 2020, by and among Griffin Capital Essential Asset Operating Partnership, L.P., the lending institutions party thereto as lenders and KeyBank, National Association, as administrative agent, incorporated by reference to Exhibit 10.1 the Registrants Quarterly Report on Form 10-Q, filed on November 9, 2020, SEC File No. 000-55605 10.35 Second Amendment to Second Amended and Restated Credit Agreement dated December 18, 2020, by and among Griffin Capital Essential Asset Operating Partnership, L.P., the lending institutions party thereto as lenders and KeyBank, National Association, as administrative agent, incorporated by reference to Exhibit10.1 the Registrants Current Report on Form 8-K, filed on December 23, 2020, SEC File No. 000-55605 10.36 Third Amendment to Second Amendment and Restated Credit Agreement dated July 14, 2021, by and among Griffin Realty Trust, Inc., GRT OP, L.P., and the subsidiary guarantors party thereto, the lending institutions party thereto as lenders and KeyBank National Association, as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on July 16, 2021, SEC File No. 000-555605 10.37 Guaranty Agreement with KeyBank dated April 30, 2019, incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed on May 1, 2019, SEC File No. 000-55605 10.38 Amended and Restated 2023 Term Note payable to KeyBank dated April 30, 2019, incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed on May 1, 2019, SEC File No. 000-55605 10.39 2024 Term Note payable to KeyBank dated April 30, 2019, incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K, filed on May 1, 2019, SEC File No. 000-55605 10.40 2026 Term Note payable to KeyBank dated April 30, 2019, incorporated by reference to Exhibit 10.7 to the Registrant's Current Report on Form 8-K, filed on May 1, 2019, SEC File No. 000-55605 10.41 Second Amended and Restated Revolving Note payable to KeyBank dated April 30, 2019, incorporated by reference to Exhibit 10.8 to the Registrant's Current Report on Form 8-K, filed on May 1, 2019, SEC File No. 000-55605 10.42 Swingline Note with KeyBank dated April 30, 2019, incorporated by reference to Exhibit 10.9 to the Registrant's Current Report on Form 8-K, filed on May 1, 2019, SEC File No. 000-55605 10.43 Schedule of Omitted Documents for KeyBank Loan, incorporated by reference to Exhibit 10.10 to the Registrant's Current Report on Form 8-K, filed on May 1, 2019, SEC File No. 000-55605 10.44 2025 Term Note payable to KeyBank, National Association dated December 18, 2020, incorporated by reference to Exhibit 10.2 the Registrants Current Report on Form 8-K, filed on December 23, 2020, SEC File No. 000-55605 10.45 Schedule of Omitted Documents for New $400M 5-Year Term Loan, incorporated by reference to Exhibit 10.3 the Registrants Current Report on Form 8-K, filed on December 23, 2020, SEC File No. 000-55605 10.46 Registration Rights Agreement dated December 14, 2018, incorporated by reference to Exhibit 10.4 to EA-1's Current Report on Form 8-K, filed on December 20, 2018, SEC File No. 000-54377 10.47 Contribution Agreement dated December 14, 2018, incorporated by reference to Exhibit 2.2 to EA-1's Current Report on Form 8-K, filed on December 20, 2018, SEC File No. 000-54377 10.48 Form of Master Property Management, Leasing and Construction Management Agreement, incorporated by reference to Exhibit 10.6 to EA-1's Quarterly Report on Form 10-Q, filed on December 10, 2009, SEC File No. 333-159167 10.49 Series A Cumulative Perpetual Convertible Preferred Stock Purchase Agreement dated August 8, 2018, incorporated by reference to Exhibit 10.1 to EA-1's Quarterly Report on Form 10-Q, filed on August 13, 2018, SEC File No. 000-54377 10.50 Administrative Services Agreement dated December 14, 2018, by and among EA-1, the EA-1 Operating Partnership, Griffin Capital Company, LLC, Griffin Capital, LLC, Griffin Capital Essential Asset TRS, Inc., and Griffin Capital Real Estate Company, LLC, incorporated by reference to Exhibit 10.35 to EA-1's Annual Report on Form 10-K, filed on March 15, 2019, SEC File No. 000-54377 10.51 Form of Indemnification Agreement dated December 14, 2018, incorporated by reference to Exhibit 10.5 to EA-1s Current Report on Form 8-K, filed on December 20, 2018, SEC File No. 000-54377 10.52+ Escalante Employment Agreement dated December 14, 2018, incorporated by reference to Exhibit 10.6 to EA-1s Current Report on Form 8-K, filed on December 20, 2018, SEC File No. 000-54377 10.53+ Form of Employment Agreement for Other Officers dated December 14, 2018, incorporated by reference to Exhibit 10.7 to EA-1s Current Report on Form 8-K, filed on December 20, 2018, SEC File No. 000-54377 10.54+ Employment Agreement with Nina Momtazee Sitzer effective June 10, 2019, incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q, filed on August 14, 2019, SEC File No. 000-55605 10.55+ Form of Time-Based Restricted Stock Unit Agreement (NEOs), incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, filed on May 12, 2020, SEC File No. 000- 55605 10.56+ Form of Time-Based Restricted Stock Unit Agreement (Employees), incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q, filed on May 12, 2020, SEC File No. 000-55605 10.57+ Form of Restricted Share Award for Directors, incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q, filed on August 7, 2020, SEC File No. 000- 55605 10.58+ Form of Time-Based Restricted Stock Unit Agreement (NEOs) dated January 22, 2021 incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q, filed on May 7, 2021, SEC File No. 000-55605 10.59+ Form of Time-Based Restricted Stock-Unit Agreement (Employees) dated January 22, 2021, incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q, filed on May 7, 2021, SEC File No. 000-55605 10.60+ Form of Initial Restricted Stock Agreement (New Directors) dated March 1, 2021, incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q, filed on May 7, 2021, SEC File No. 000-55605 10.61+ Form of One-Time Restricted Stock Unit (NEOs) dated March 25, 2021, incorporated by reference to Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q, filed on May 7, 2021, SEC File No. 000-55605 10.62+ Form of One-Time Restricted Stock Unit Agreement (Employees) dated March 25, 2021, incorporated by reference to Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q, filed on May 7, 2021, SEC File No. 000-55605 10.63+ Form of One-Time Restricted Stock Unit Agreement (Director) dated March 25, 2021, incorporated by reference to Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q, filed on May 7, 2021, SEC File No. 000-55605 10.64 Manager Agreement and Participating Dealer Agreement dated September 18, 2017, incorporated by reference to Exhibit 1.1 to Pre-Effective Amendment No. 3 to the Registrants Registration Statement on Form S-11, filed on September 18, 2017, SEC File No. 333-217223 10.65 Amendment No. 1 to Dealer Manager Agreement and Participating Dealer Agreement dated June 24, 2019, incorporated by reference to Exhibit 1.1 to the Registrants Quarterly Report on Form 10-Q, filed on August 14, 2019, SEC File No. 000-55605 21.1* Subsidiaries of Griffin Realty Trust, Inc. 23.1* Consent of Ernst Young LLP, Independent Registered Public Accounting Firm 31.1* Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002