12/04/2025 | Press release | Distributed by Public on 12/04/2025 16:01
| Item 8.01 |
Other Events. |
As previously disclosed, City Office REIT, Inc., a Maryland corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 23, 2025, by and among the Company, MCME Carell Holdings, LP, a Delaware limited partnership ("Parent"), and MCME Carell Merger Sub, LLC, a Maryland limited liability company ("Merger Sub"), pursuant to which, subject to the satisfaction of the terms and conditions set forth in the Merger Agreement, the Company is to merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Parent (the "Merger"). The Merger Agreement provides that, among other things, prior to the effective time of the Merger, the Company will effect the redemption of all outstanding shares of the Company's 6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (the "Preferred Stock"), for an amount in cash equal to $25.00 per share of the Preferred Stock plus any accrued and unpaid distributions (whether or not declared), and subject to deduction for any required withholding tax (the "Preferred Stock Merger Consideration").
In connection therewith, on December 4, 2025, the Company delivered notices of redemption with respect to all issued and outstanding shares of the Preferred Stock to holders of the Preferred Stock. Subject to the terms and conditions set forth in the redemption notices, it is currently anticipated that the Preferred Stock will be redeemed on January 9, 2026.
This Current Report on Form 8-Kdoes not constitute a notice of redemption of the Preferred Stock. The redemption of the Preferred Stock will be made solely pursuant to a separate notice of redemption delivered to the holders of the Preferred Stock, which specifies the terms, conditions and procedures for the redemption.