Item 1.01.
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Entry into a Material Definitive Agreement.
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On November 1, 2018, City Office REIT, Inc. (the Company) and City Office Operating Partnership, L.P. (the Operating
Partnership) entered into amendments (the Amendments) to the Equity Distribution Agreements (the Original Agreements and, as amended by the Amendments, the Agreements) with each of KeyBanc Capital Markets
Inc., Raymond James & Associates, Inc. and BMO Capital Markets Corp., as managers (the Managers). Pursuant to the terms of the Agreements, the Company agreed to sell through the Managers, subject to the terms and conditions set
forth in the Agreements, up to 8,000,000 shares of the Companys common stock, par value $0.01 per share (the common stock), and up to 1,000,000 shares of the Companys 6.625% Series A Cumulative Redeemable Preferred Stock, par
value $0.01 per share (the Series A Preferred Stock and together with the common stock, the Shares). Prior to the date of this Current Report on Form
8-K,
the Company sold 3,410,802
shares of its common stock and zero shares of its Series A Preferred Stock pursuant to the Original Agreements and the prospectus supplement filed with the Securities and Exchange Commission on June 16, 2017.
Sales of Shares pursuant to the Agreements, if any, may be made in privately negotiated transactions and/or sales deemed to be an at the
market offering as defined in Rule 415 of Securities Act of 1933, as amended, including, without limitation, sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. The
Agreements contain customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
The preceding description of the Amendments is qualified in its entirety by reference to the text of the Amendments, copies of which are
attached hereto as Exhibit 1.4, Exhibit 1.5 and Exhibit 1.6 to this Current Report on Form
8-K
and are incorporated herein by reference into this Item 1.01.