PHILLIPS EDISON GROCERY CENTER REIT I, INC. (OTCMKTS:PDRG) Files An 8-K Regulation FD Disclosure

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PHILLIPS EDISON GROCERY CENTER REIT I, INC. (OTCMKTS:PDRG) Files An 8-K Regulation FD Disclosure

Item 7.01.Regulation FD Disclosure

On May 18, 2017, Phillips Edison Grocery Center REIT I, Inc. (the
Company) entered into a definitive contribution agreement (the
Contribution Agreement) to acquire real estate assets and the
third party asset management business of its sponsor, Phillips
Edison Limited Partnership (PELP), in a stock and cash
transaction valued at approximately $1 billion, subject to
closing adjustments. In connection with entry into the
Contribution Agreement, certain investor communications were
prepared and are filed herewith.

On May 19, 2017, the Company issued a press release announcing,
among other things, the entry into the Contribution Agreement. A
copy of that press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.

On or around May 19, 2017, the Company began distributing to its
stockholders a stockholder letter announcing, among other things,
the Companys entry into the Contribution Agreement. A copy of
this letter is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.

The Company prepared an investor presentation regarding the
Contribution Agreement, which is attached hereto as Exhibit 99.3
and is incorporated herein by reference.

Cautionary Statement Concerning Forward-Looking
Statements:

Certain statements contained in this Current Report on Form 8-K
may be considered forward-looking statements within the meaning
of Section 27A of the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
including statements regarding the transaction and the ability to
consummate the transaction and anticipated accretion, dividend
coverage, dividends and other anticipated benefits of the
transaction. The Company intends for all such forward-looking
statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 27A of the
Securities Act and Section 21E of the Exchange Act, as
applicable. Such statements include, in particular, statements
about the Companys plans, strategies, and prospects and are
subject to certain risks and uncertainties, as well as known and
unknown risks, which could cause actual results to differ
materially from those projected or anticipated. Therefore, such
statements are not intended to be a guarantee of the Companys
performance in future periods. Such forward-looking statements
can generally be identified by our use of forward-looking
terminology such as pro forma, may, will, would, could, should,
expect, intend, anticipate, estimate, believe, continue, or other
similar words. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date of this release. The Company makes no representation or
warranty (express or implied) about the accuracy of any such
forward-looking statements contained in this release, and does
not intend, and undertakes no obligation, to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.

Additional Information and Where to Find It:

This communication does not constitute a solicitation of
materials of any vote or approval in respect of the proposed
transaction involving the Company or otherwise. In connection
with the proposed merger, a stockholder meeting will be announced
soon to obtain stockholder approval. In connection with the
proposed transaction, the Company intends to file relevant
materials, including a proxy statement, with the Securities and
Exchange Commission (the SEC). The Companys stockholders are
urged to read the definitive proxy statement and other relevant
materials when they become available because they will contain
important information about the Company and the proposed
transaction. The proxy statement and other relevant materials
(when they become available), and any other documents filed by
the Company with the SEC, may be obtained free of charge at the
SECs website at www.sec.gov, at the Companys website at
www.grocerycenterREIT1.com or by sending a written request
to the Company at 11501 Northlake Drive, Cincinnati, OH 45249,
Attention: Investor Relations.

Participants in the Solicitation

The Company and its directors, executive officers and certain
other members of management may be deemed to be participants in
soliciting proxies from the Companys stockholders in favor of the
proposed merger. Information regarding the persons who may, under
the rules of the SEC, be considered to be participants in the
solicitation of the Companys stockholders in connection with the
proposed transaction and their ownership of the Companys common
stock will be set forth in the proxy statement for its annual
meeting of stockholders. Investors can find more information
about the Companys executive officers and directors in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2016.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press Release
99.2 Stockholder Letter
99.3 Investor Presentation


PHILLIPS EDISON GROCERY CENTER REIT I, INC. (OTCMKTS:PDRG) Recent Trading Information

PHILLIPS EDISON GROCERY CENTER REIT I, INC. (OTCMKTS:PDRG) closed its last trading session 00.0000 at 0.0100 with shares trading hands.

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