UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2018

 

 

City Office REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland   001-36409   98-1141883

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1075 West Georgia Street, Suite 2010,

Vancouver, British Columbia,

  V6E 3C9
(Address of principal executive offices)   (Zip Code)

(604) 806-3366

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company   ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☒

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

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 Company’s common stock, par value $0.01 per share (the “common stock”), and up to 1,000,000 shares of the Company’s 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.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit
    No.    

  

Description

  1.1    Equity Distribution Agreement, dated June  16, 2017, by and among City Office REIT, Inc., City Office Operating Partnership, L.P. and KeyBanc Capital Markets Inc. (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on June 20, 2018).
  1.2    Equity Distribution Agreement, dated June  16, 2017, by and among City Office REIT, Inc., City Office Operating Partnership, L.P. and Raymond James  & Associates, Inc. (incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on June 20, 2018).
  1.3    Equity Distribution Agreement, dated June  16, 2017, by and among City Office REIT, Inc., City Office Operating Partnership, L.P. and BMO Capital Markets Corp. (incorporated by reference to Exhibit 1.3 to the Company’s Current Report on Form 8-K filed on June 20, 2018).
  1.4    Amendment No. 1 to the Equity Distribution Agreement, dated November 1, 2018, by and among City Office REIT, Inc., City Office Operating Partnership, L.P. and KeyBanc Capital Markets Inc.
  1.5    Amendment No. 1 to the Equity Distribution Agreement, dated November 1, 2018, by and among City Office REIT, Inc., City Office Operating Partnership, L.P. and Raymond James  & Associates, Inc.
  1.6    Amendment No. 1 to the Equity Distribution Agreement, dated November 1, 2018, by and among City Office REIT, Inc., City Office Operating Partnership, L.P. and BMO Capital Markets Corp.
  5.1    Opinion of Ballard Spahr LLP as to the validity of the Shares.
  8.1    Opinion of Hunton Andrews Kurth LLP as to certain tax matters.
23.1    Consent of Ballard Spahr LLP (included in Exhibit 5.1).
23.2    Consent of Hunton Andrews Kurth LLP (included in Exhibit 8.1).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    CITY OFFICE REIT, INC.
Date: November 1, 2018     By:  

/s/ Anthony Maretic

    Name:   Anthony Maretic
    Title:   Chief Financial Officer

Exhibit 1.4

CITY OFFICE REIT, INC.

AMENDMENT NO. 1 TO

EQUITY DISTRIBUTION AGREEMENT

November 1, 2018

KeyBanc Capital Markets Inc.

127 Public Square, 4th Floor

Cleveland, OH 44114

Ladies and Gentlemen:

Reference is made to that certain Equity Distribution Agreement, dated June 16, 2017 (the “ Equity Distribution Agreement ”), between City Office REIT, Inc., a Maryland corporation (the “ Company ”) and the sole general partner of City Office REIT Operating Partnership, L.P., a Maryland limited partnership (the “ Operating Partnership ”) and KeyBanc Capital Markets Inc. (the “ Manager ”), as sales agent and/or principal, pursuant to which the Company proposed to sell from time to time through the Manager and the Alternative Managers shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), and shares of the Company’s 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock ”), having an aggregate offering size not to exceed 6,000,000 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock (the “ Maximum Number ”) on the terms set forth in the Equity Distribution Agreement. All capitalized terms used in this Amendment No. 1 to the Equity Distribution Agreement (this “ Amendment ”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Equity Distribution Agreement. In consideration of the mutual agreement to enter into this Amendment, the parties hereto, intending legally to be bound, hereby amend and modify the Equity Distribution Agreement as of the date hereof, with effect from the date hereof and not retroactively, as follows:

 

  1.

Amendment .

 

  a.

The Maximum Number of shares of Common Stock is hereby changed from 6,000,000 shares to 8,000,000 shares, and this change shall be made throughout the entire Equity Distribution Agreement as follows:

(1) The heading of the Equity Distribution Agreement on the first page is hereby deleted and replaced in its entirety with the following:

“Up to 8,000,000 Shares of Common Stock

(par value $0.01 per share)

Up to 1,000,000 Shares of 6.625% Series A Cumulative Redeemable Preferred Stock

(par value $0.01 per share)”

(2) The first paragraph of Section 1 of the Equity Distribution Agreement is hereby deleted and replaced in its entirety with the following:

“SECTION 1.  Description of Shares . The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 8,000,000 shares (the “ Common Shares ”) of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), and up to 1,000,000 shares (the “ Series A Preferred Shares ” and, together with the Common Shares, the “ Shares ”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock ”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “ Terms Agreement ”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, as amended by an Amendment No. 1 to each of the separate equity distribution agreements, each dated as of November 1, 2018, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to Raymond James & Associates, Inc. and BMO Capital Markets Corp. (each, an “ Alternative Manager ” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “ Alternative Managers ” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Partnership may enter into with Alternative Managers, each, an “ Alternative Distribution Agreement ,” and collectively, the “ Alternative Distribution Agreements ”), each as sales agent and/or principal, not to exceed 8,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 8,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “ Maximum Number ”). The aggregate number of Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.”

(3) In the heading and in the first paragraph of Exhibit A-1 to the Equity Distribution Agreement, references to “6,000,000” are hereby replaced with “8,000,000.”

(4) In the heading and in the first paragraph of Exhibit A-2 to the Equity Distribution Agreement, references to “6,000,000” are hereby replaced with “8,000,000.”

(5) In the first paragraph of Exhibit A-3 to the Equity Distribution Agreement, reference to “6,000,000” is hereby replaced with “8,000,000.”

(6) In the subject description and in the second paragraph of Exhibit B to the Equity Distribution Agreement, references to “6,000,000” are hereby replaced with “8,000,000.”

 

  b.

The first sentence of Section 3(a)(vi) of the Equity Distribution Agreement is hereby deleted and replaced in its entirety with the following:

Settlement for sales of Shares pursuant to this Section 3(a) will occur on the second business day (or such earlier day as is industry practice for regular-way trading and as mutually agreed by the Company and the Manager) that is also a trading day on the NYSE following the date on which such sales are made (each such date, a “ Settlement Date ”).

 

2

  c.

All references in the Equity Distribution Agreement to “Hunton & Williams LLP” shall be replaced with “Hunton Andrews Kurth LLP.”

 

  d.

All references in the Equity Distribution Agreement to the “Agreement” shall mean the Equity Distribution Agreement, as amended by this Amendment No. 1 to the Equity Distribution Agreement; provided , however , that all references to “date of this Agreement” and “time of execution of this Agreement” in the Equity Distribution Agreement shall continue to refer to the original date of the Equity Distribution Agreement, prior to the adoption of this Amendment No. 1.

 

  2.

No Other Amendments . Except as specifically set forth herein, all other provisions of the Equity Distribution Agreement shall remain in full force and effect.

 

  3.

Law; Construction. This Amendment and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Amendment, directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York .

 

  4.

Submission to Jurisdiction. Except as set forth below, no claim arising under this Amendment may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Company, the Operating Partnership and the Manager consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Company, the Operating Partnership and the Manager hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against the Manager or any indemnified party. Each of the Manager, the Company and the Operating Partnership (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. Each of the Company, the Operating Partnership and the Manager agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon it and may be enforced in any other courts to the jurisdiction of which it is or may be subject, by suit upon such judgment.

 

  5.

Counterparts . This Amendment may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties.

 

  6.

Headings . The Section headings in this Amendment have been inserted as a matter of convenience of reference and are not a part of this Amendment.

 

3

[Signature Pages Follow]

 

4

If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Manager, please so indicate in the space provided below for that purpose, whereupon this Amendment and your acceptance shall constitute a binding agreement among the Company, the Operating Partnership and the Manager. Alternatively, the execution of this Amendment by the Company and the Operating Partnership and its acceptance by or on behalf of the Manager may be evidenced by an exchange of telegraphic or other written communications.

 

Very truly yours,
CITY OFFICE REIT, INC.
By:  

/s/ Anthony Maretic

  Name:   Anthony Maretic
  Title:   CFO
CITY OFFICE REIT OPERATING PARTNERSHIP, L.P.
By:   CITY OFFICE REIT, INC. , its general partner
By:  

/s/ Anthony Maretic

  Name:   Anthony Maretic
  Title:   CFO

[Signature Page to Amendment No. 1 to Equity Distribution Agreement – KeyBanc Capital Markets Inc.]

 

5

ACCEPTED as of the date first above written
KEYBANC CAPITAL MARKETS INC.
By:  

/s/ David J. Gorden

  Name: David J. Gorden
  Title:   Managing Director

[Signature Page to Amendment No. 1 to Equity Distribution Agreement – KeyBanc Capital Markets Inc.]

 

6

Exhibit 1.5

CITY OFFICE REIT, INC.

AMENDMENT NO. 1 TO

EQUITY DISTRIBUTION AGREEMENT

November 1, 2018

Raymond James & Associates, Inc.

880 Carillon Parkway

St. Petersburg, FL 33716

Ladies and Gentlemen:

Reference is made to that certain Equity Distribution Agreement, dated June 16, 2017 (the “ Equity Distribution Agreement ”), between City Office REIT, Inc., a Maryland corporation (the “ Company ”) and the sole general partner of City Office REIT Operating Partnership, L.P., a Maryland limited partnership (the “ Operating Partnership ”) and Raymond James & Associates, Inc. (the “ Manager ”), as sales agent and/or principal, pursuant to which the Company proposed to sell from time to time through the Manager and the Alternative Managers shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), and shares of the Company’s 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock ”), having an aggregate offering size not to exceed 6,000,000 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock (the “ Maximum Number ”) on the terms set forth in the Equity Distribution Agreement. All capitalized terms used in this Amendment No. 1 to the Equity Distribution Agreement (this “ Amendment ”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Equity Distribution Agreement. In consideration of the mutual agreement to enter into this Amendment, the parties hereto, intending legally to be bound, hereby amend and modify the Equity Distribution Agreement as of the date hereof, with effect from the date hereof and not retroactively, as follows:

 

  1.

Amendment .

 

  a.

The Maximum Number of shares of Common Stock is hereby changed from 6,000,000 shares to 8,000,000 shares, and this change shall be made throughout the entire Equity Distribution Agreement as follows:

(1) The heading of the Equity Distribution Agreement on the first page is hereby deleted and replaced in its entirety with the following:

“Up to 8,000,000 Shares of Common Stock

(par value $0.01 per share)

Up to 1,000,000 Shares of 6.625% Series A Cumulative Redeemable Preferred Stock

(par value $0.01 per share)”

(2) The first paragraph of Section 1 of the Equity Distribution Agreement is hereby deleted and replaced in its entirety with the following:

“SECTION 1.  Description of Shares . The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 8,000,000 shares (the “ Common Shares ”) of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), and up to 1,000,000 shares (the “ Series A Preferred Shares ” and, together with the Common Shares, the “ Shares ”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock ”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “ Terms Agreement ”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, as amended by an Amendment No. 1 to each of the separate equity distribution agreements, each dated as of November 1, 2018, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc. and BMO Capital Markets Corp. (each, an “ Alternative Manager ” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “ Alternative Managers ” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Partnership may enter into with Alternative Managers, each, an “ Alternative Distribution Agreement ,” and collectively, the “ Alternative Distribution Agreements ”), each as sales agent and/or principal, not to exceed 8,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 8,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “ Maximum Number ”). The aggregate number of Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.”

(3) In the heading and in the first paragraph of Exhibit A-1 to the Equity Distribution Agreement, references to “6,000,000” are hereby replaced with “8,000,000.”

(4) In the heading and in the first paragraph of Exhibit A-2 to the Equity Distribution Agreement, references to “6,000,000” are hereby replaced with “8,000,000.”

(5) In the first paragraph of Exhibit A-3 to the Equity Distribution Agreement, reference to “6,000,000” is hereby replaced with “8,000,000.”

(6) In the subject description and in the second paragraph of Exhibit B to the Equity Distribution Agreement, references to “6,000,000” are hereby replaced with “8,000,000.”

 

  b.

The first sentence of Section 3(a)(vi) of the Equity Distribution Agreement is hereby deleted and replaced in its entirety with the following:

Settlement for sales of Shares pursuant to this Section 3(a) will occur on the second business day (or such earlier day as is industry practice for regular-way trading and as mutually agreed by the Company and the Manager) that is also a trading day on the NYSE following the date on which such sales are made (each such date, a “ Settlement Date ”).

 

2

  c.

All references in the Equity Distribution Agreement to “Hunton & Williams LLP” shall be replaced with “Hunton Andrews Kurth LLP.”

 

  d.

All references in the Equity Distribution Agreement to the “Agreement” shall mean the Equity Distribution Agreement, as amended by this Amendment No. 1 to the Equity Distribution Agreement; provided , however , that all references to “date of this Agreement” and “time of execution of this Agreement” in the Equity Distribution Agreement shall continue to refer to the original date of the Equity Distribution Agreement, prior to the adoption of this Amendment No. 1.

 

  2.

No Other Amendments . Except as specifically set forth herein, all other provisions of the Equity Distribution Agreement shall remain in full force and effect.

 

  3.

Law; Construction. This Amendment and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Amendment, directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York .

 

  4.

Submission to Jurisdiction. Except as set forth below, no claim arising under this Amendment may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Company, the Operating Partnership and the Manager consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Company, the Operating Partnership and the Manager hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against the Manager or any indemnified party. Each of the Manager, the Company and the Operating Partnership (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. Each of the Company, the Operating Partnership and the Manager agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon it and may be enforced in any other courts to the jurisdiction of which it is or may be subject, by suit upon such judgment.

 

  5.

Counterparts . This Amendment may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties.

 

  6.

Headings . The Section headings in this Amendment have been inserted as a matter of convenience of reference and are not a part of this Amendment.

 

3

[Signature Pages Follow]

 

4

If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Manager, please so indicate in the space provided below for that purpose, whereupon this Amendment and your acceptance shall constitute a binding agreement among the Company, the Operating Partnership and the Manager. Alternatively, the execution of this Amendment by the Company and the Operating Partnership and its acceptance by or on behalf of the Manager may be evidenced by an exchange of telegraphic or other written communications.

 

Very truly yours,
CITY OFFICE REIT, INC.
By:  

/s/ Anthony Maretic

  Name:   Anthony Maretic
  Title:   CFO

CITY OFFICE REIT OPERATING

PARTNERSHIP, L.P.

By:  

CITY OFFICE REIT, INC. , its general

partner

By:  

/s/ Anthony Maretic

  Name:   Anthony Maretic
  Title:   CFO

[Signature Page to Amendment No. 1 to Equity Distribution Agreement – Raymond James & Associates, Inc.]

 

5

ACCEPTED as of the date first above written

 

RAYMOND JAMES & ASSOCIATES, INC.
By:  

/s/ Jamie Graff

  Name: Jamie Graff
 

Title:   Managing Director, Co-Head of

            Real Estate

[Signature Page to Amendment No. 1 to Equity Distribution Agreement – Raymond James & Associates, Inc.]

 

6

Exhibit 1.6

CITY OFFICE REIT, INC.

AMENDMENT NO. 1 TO

EQUITY DISTRIBUTION AGREEMENT

November 1, 2018

BMO Capital Markets Corp.

3 Times Square

New York, NY 10036

Ladies and Gentlemen:

Reference is made to that certain Equity Distribution Agreement, dated June 16, 2017 (the “ Equity Distribution Agreement ”), between City Office REIT, Inc., a Maryland corporation (the “ Company ”) and the sole general partner of City Office REIT Operating Partnership, L.P., a Maryland limited partnership (the “ Operating Partnership ”) and BMO Capital Markets Corp. (the “ Manager ”), as sales agent and/or principal, pursuant to which the Company proposed to sell from time to time through the Manager and the Alternative Managers shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), and shares of the Company’s 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock ”), having an aggregate offering size not to exceed 6,000,000 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock (the “ Maximum Number ”) on the terms set forth in the Equity Distribution Agreement. All capitalized terms used in this Amendment No. 1 to the Equity Distribution Agreement (this “ Amendment ”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Equity Distribution Agreement. In consideration of the mutual agreement to enter into this Amendment, the parties hereto, intending legally to be bound, hereby amend and modify the Equity Distribution Agreement as of the date hereof, with effect from the date hereof and not retroactively, as follows:

 

  1.

Amendment .

 

  a.

The Maximum Number of shares of Common Stock is hereby changed from 6,000,000 shares to 8,000,000 shares, and this change shall be made throughout the entire Equity Distribution Agreement as follows:

(1) The heading of the Equity Distribution Agreement on the first page is hereby deleted and replaced in its entirety with the following:

“Up to 8,000,000 Shares of Common Stock

(par value $0.01 per share)

Up to 1,000,000 Shares of 6.625% Series A Cumulative Redeemable Preferred Stock

(par value $0.01 per share)”

(2) The first paragraph of Section 1 of the Equity Distribution Agreement is hereby deleted and replaced in its entirety with the following:

“SECTION 1.  Description of Shares . The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 8,000,000 shares (the “ Common Shares ”) of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), and up to 1,000,000 shares (the “ Series A Preferred Shares ” and, together with the Common Shares, the “ Shares ”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock ”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “ Terms Agreement ”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, as amended by an Amendment No. 1 to each of the separate equity distribution agreements, each dated as of November 1, 2018, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc. (each, an “ Alternative Manager ” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “ Alternative Managers ” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Partnership may enter into with Alternative Managers, each, an “ Alternative Distribution Agreement ,” and collectively, the “ Alternative Distribution Agreements ”), each as sales agent and/or principal, not to exceed 8,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 8,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “ Maximum Number ”). The aggregate number of Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.”

(3) In the heading and in the first paragraph of Exhibit A-1 to the Equity Distribution Agreement, references to “6,000,000” are hereby replaced with “8,000,000.”

(4) In the heading and in the first paragraph of Exhibit A-2 to the Equity Distribution Agreement, references to “6,000,000” are hereby replaced with “8,000,000.”

(5) In the first paragraph of Exhibit A-3 to the Equity Distribution Agreement, reference to “6,000,000” is hereby replaced with “8,000,000.”

(6) In the subject description and in the second paragraph of Exhibit B to the Equity Distribution Agreement, references to “6,000,000” are hereby replaced with “8,000,000.”

 

  b.

The first sentence of Section 3(a)(vi) of the Equity Distribution Agreement is hereby deleted and replaced in its entirety with the following:

Settlement for sales of Shares pursuant to this Section 3(a) will occur on the second business day (or such earlier day as is industry practice for regular-way trading and as mutually agreed by the Company and the Manager) that is also a trading day on the NYSE following the date on which such sales are made (each such date, a “ Settlement Date ”).

 

2

  c.

All references in the Equity Distribution Agreement to “Hunton & Williams LLP” shall be replaced with “Hunton Andrews Kurth LLP.”

 

  d.

All references in the Equity Distribution Agreement to the “Agreement” shall mean the Equity Distribution Agreement, as amended by this Amendment No. 1 to the Equity Distribution Agreement; provided , however , that all references to “date of this Agreement” and “time of execution of this Agreement” in the Equity Distribution Agreement shall continue to refer to the original date of the Equity Distribution Agreement, prior to the adoption of this Amendment No. 1.

 

  2.

No Other Amendments . Except as specifically set forth herein, all other provisions of the Equity Distribution Agreement shall remain in full force and effect.

 

  3.

Law; Construction. This Amendment and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Amendment, directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York .

 

  4.

Submission to Jurisdiction. Except as set forth below, no claim arising under this Amendment may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Company, the Operating Partnership and the Manager consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Company, the Operating Partnership and the Manager hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against the Manager or any indemnified party. Each of the Manager, the Company and the Operating Partnership (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. Each of the Company, the Operating Partnership and the Manager agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon it and may be enforced in any other courts to the jurisdiction of which it is or may be subject, by suit upon such judgment.

 

  5.

Counterparts . This Amendment may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties.

 

  6.

Headings . The Section headings in this Amendment have been inserted as a matter of convenience of reference and are not a part of this Amendment.

 

3

[Signature Pages Follow]

 

4

If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Manager, please so indicate in the space provided below for that purpose, whereupon this Amendment and your acceptance shall constitute a binding agreement among the Company, the Operating Partnership and the Manager. Alternatively, the execution of this Amendment by the Company and the Operating Partnership and its acceptance by or on behalf of the Manager may be evidenced by an exchange of telegraphic or other written communications.

 

Very truly yours,
CITY OFFICE REIT, INC.
By:  

/s/ Anthony Maretic

  Name:   Anthony Maretic
  Title:   CFO
CITY OFFICE REIT OPERATING PARTNERSHIP, L.P.
By:   CITY OFFICE REIT, INC. , its general partner
By:  

/s/ Anthony Maretic

  Name:   Anthony Maretic
  Title:   CFO

[Signature Page to Amendment No. 1 to Equity Distribution Agreement – BMO Capital Markets Corp.]

 

5

ACCEPTED as of the date first above written
BMO CAPITAL MARKETS CORP.
By:  

/s/ Alexandre Drouin

  Name: Alexandre Drouin
  Title:   Director

[Signature Page to Amendment No. 1 to Equity Distribution Agreement – BMO Capital Markets Corp.]

 

6

Exhibit 5.1

 

LOGO

 

 

   

300 East Lombard Street, 18th Floor

Baltimore, MD 21202-3268

TEL 410.528.5600

FAX 410.528.5650

www.ballardspahr.com

November 1, 2018

City Office REIT, Inc.

1075 West Georgia Street

Suite 2010

Vancouver, British Columbia, V6E 3C9

 

  Re:

City Office REIT, Inc., a Maryland corporation (the “Company”) – Registration Statement on Form S-3 (File No. 333-218419) pertaining to the issuance and sale by the Company of (a) up to 8,000,000 shares (the “ATM Common Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”) and (b) up to 1,000,000 shares (the “ATM Preferred Shares” and together with the ATM Common Shares, collectively, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (“Series A Preferred Stock”), from time to time pursuant to the Equity Distribution Agreements (as defined herein)

Ladies and Gentlemen:

We have acted as Maryland corporate counsel to the Company in connection with the registration by the Company of the Shares under the Securities Act of 1933, as amended (the “Act”), pursuant to the Registration Statement on Form S-3 (File No. 333-218419), which became effective on June 12, 2017 (the “Registration Statement”). You have requested our opinion with respect to the matters set forth below.

In our capacity as Maryland corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

 

  (i)

the corporate charter of the Company (the “Charter”) represented by Articles of Amendment and Restatement filed with the State Department of Assessments and Taxation of Maryland (the “Department”) on April 10, 2014, Articles Supplementary filed with the Department on March 24, 2015, Articles Supplementary filed with the Department on September 30, 2016 (the “2016 Series A Articles Supplementary”) and Articles Supplementary filed with the Department on June 16, 2017 (the “2017 Series A Articles Supplementary” and together with the 2016 Series A Articles Supplementary, the “Series A Articles Supplementary”);

BALLARD SPAHR LLP

City Office REIT, Inc.

November 1, 2018

Page 2

 

  (ii)

the Amended and Restated Bylaws of the Company, adopted on or as of April 10, 2014, as amended by the First Amendment to Amended and Restated Bylaws effective as of March 19, 2015, and the Second Amended and Restated Bylaws of the Company, adopted on or as of March 9, 2017 (the “Bylaws”);

 

  (iii)

the Action by Written Consent of Board of Directors in Lieu of an Organizational Meeting, dated as of November 27, 2013 (the “Organizational Minutes”);

 

  (iv)

resolutions adopted by the Board of Directors of the Company, or a committee thereof, on or as of September 22, 2016, September 26, 2016, May 4, 2017, June 16, 2017, June 22, 2018, August 1, 2018 and October 30, 2018 relating to, among other things, the authorization of the issuance and sale of the Shares (collectively, the “Directors’ Resolutions”);

 

  (v)

the Registration Statement and the related prospectus supplement, dated November 1, 2018, and the final base prospectus, dated June 12, 2017;

 

  (vi)

a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland;

 

  (vii)

(a) the Equity Distribution Agreement, dated as of June 16, 2017, by and among the Company, City Office REIT Operating Partnership, L.P., a Maryland limited partnership of which the Company is the sole general partner (the “Operating Partnership”), and KeyBanc Capital Markets Inc., as sales agent and/or principal, as amended by Amendment No. 1 to Equity Distribution Agreement, dated as of November 1, 2018, by and among the Company, the Operating Partnership and KeyBanc Capital Markets Inc., as sales agent and/or principal (the “Amended KeyBanc Equity Distribution Agreement”); (b) the Equity Distribution Agreement, dated as of June 16, 2017, by and among the Company, the Operating Partnership and Raymond James & Associates, Inc., as sales agent and/or principal, as amended by Amendment No. 1 to Equity Distribution Agreement, dated as of November 1, 2018, by and among the Company, the Operating Partnership and Raymond James & Associates, Inc., as sales agent and/or principal (the “Amended Raymond James Equity Distribution Agreement”); and (c) the Equity Distribution Agreement, dated as of June 16, 2017, by and among the Company, the Operating Partnership and BMO Capital Markets Corp., as sales agent and/or principal, as amended by Amendment No. 1 to Equity Distribution Agreement, dated as of November 1, 2018, by and among the Company, the Operating Partnership and BMO Capital Markets Corp., as sales agent and/or principal (the “Amended BMO Equity Distribution Agreement” and together with the Amended KeyBanc Equity Distribution Agreement and the Amended Raymond James Equity Distribution Agreement, collectively, the “Equity Distribution Agreements”);

 

  (viii)

a fifth supplemental certificate of one or more officers of the Company, dated as of a recent date (the “Officers’ Certificate”), certifying that, as a factual matter,

BALLARD SPAHR LLP

City Office REIT, Inc.

November 1, 2018

Page 3

 

  the Charter, the Bylaws, the Organizational Minutes and the Directors’ Resolutions are true, correct and complete, and have not been rescinded or modified except as noted therein, and as to the manner of adoption of the Directors’ Resolutions and the form, approval, execution and delivery of the Equity Distribution Agreements; and

 

  (ix)

such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth in this letter, subject to the limitations, assumptions, and qualifications noted below.

In reaching the opinions set forth below, we have assumed the following:

 

  (a)

each person executing any of the Documents on behalf of any party (other than the Company) is duly authorized to do so;

 

  (b)

each natural person executing any of the Documents is legally competent to do so;

 

  (c)

any of the Documents submitted to us as originals are authentic; the form and content of any Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents as executed and delivered; any of the Documents submitted to us as certified, facsimile or photostatic copies conform to the original document; all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; all statements and information contained in the Documents are true and complete; there has been no modification of, or amendment to, any of the Documents; and there has been no waiver of any provision of any of the Documents by action or omission of the parties or otherwise;

 

  (d)

the Officers’ Certificate and all other certificates submitted to us are, as to factual matters, true and correct both when made and as of the date hereof;

 

  (e)

none of the Shares will be issued or transferred in violation of the provisions of Article VII of the Charter (including, without limitation, the Series A Articles Supplementary) relating to restrictions on ownership and transfer of capital stock;

 

  (f)

the aggregate number of ATM Common Shares issued and sold pursuant to the Equity Distribution Agreements will not exceed 8,000,000; and the aggregate number of ATM Preferred Shares issued and sold pursuant to the Equity Distribution Agreements will not exceed 1,000,000;

 

  (g)

the price per share to be received by the Company for each ATM Common Share and each ATM Preferred Share issued and sold pursuant to the Equity Distribution Agreements will be determined in accordance with, and will not be less than the applicable minimum price per share nor more than any applicable maximum price per share set forth in, the Directors’ Resolutions; and

BALLARD SPAHR LLP

City Office REIT, Inc.

November 1, 2018

Page 4

 

  (h)

upon each issuance of any of the ATM Common Shares subsequent to the date hereof, the total number of shares of Common Stock of the Company issued and outstanding, after giving effect to such issuance of such ATM Common Shares, will not exceed the total number of shares of Common Stock that the Company is authorized to issue under the Charter; and upon each issuance of any of the ATM Preferred Shares subsequent to the date hereof, the total number of shares of Series A Preferred Stock of the Company issued and outstanding, after giving effect to such issuance of such ATM Preferred Shares, will not exceed the total number of shares of Series A Preferred Stock that the Company is authorized to issue under the Charter.

Based on our review of the foregoing and subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:

 

  (1)

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.

 

  (2)

The issuance of the Shares has been duly authorized by all necessary corporate action on the part of the Company, and when such Shares are issued and delivered by the Company in exchange for the consideration therefor as provided in, and in accordance with, the applicable Equity Distribution Agreement and the Directors’ Resolutions, such Shares will be validly issued, fully paid and non-assessable.

The foregoing opinion is limited to the laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

This opinion letter is issued as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after the date hereof.

We consent to the incorporation by reference of this opinion in the Registration Statement and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Shares. We also consent to the identification of our firm as Maryland counsel to the Company in the section of the Registration Statement entitled “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.

 

  Very truly yours,
  /s/ Ballard Spahr LLP

Exhibit 8.1

 

 

HUNTON ANDREWS KURTH LLP

RIVERFRONT PLAZA, EAST TOWER

951 EAST BYRD STREET

RICHMOND, VIRGINIA 23219-4074

 

TEL 804 • 788 • 8200

FAX 804 • 788 • 8218

 

  FILE NO.: 86085.15

November 1, 2018

City Office REIT, Inc.

1075 West Georgia Street, Suite 2010

Vancouver, BC V6E 3C9

City Office REIT, Inc.

Qualification as

Real Estate Investment Trust

Ladies and Gentlemen:

We have acted as tax counsel to City Office REIT, Inc., a Maryland corporation (the “ Company ”), in connection with the offer and sale from time to time of up to 8,000,000 shares of common stock, par value $0.01 per share, of the Company (the “ Common Stock ”) and up to 1,000,000 shares of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (the “ Series A Preferred Stock ”) pursuant to a prospectus supplement filed on November 1, 2018 (the “ Prospectus Supplement ”) to a prospectus, dated June 12, 2017 (the “ Prospectus ”), as part of a registration statement on Form S-3 filed with the Securities and Exchange Commission on June 1, 2017 (File No. 333-218419) (the “ Registration Statement ”). You have requested our opinion regarding certain U.S. federal income tax matters.

In giving this opinion letter, we have examined the following:

 

  1.

the Registration Statement, the Prospectus and the Prospectus Supplement;

 

  2.

the Company’s Articles of Amendment and Restatement, as filed on April 10, 2014 with the Department of Assessments and Taxation of the State of Maryland, as amended and supplemented through the date hereof (including the articles supplementary to the Company’s Articles of Amendment and Restatement defining the terms of the Series A Preferred Shares);

 

  3.

the Amended and Restated Agreement of Limited Partnership of the City Office REIT Operating Partnership, L.P., a Maryland limited partnership, dated as of April 21, 2014, as amended and supplemented through the date hereof; and

 

ATLANTA  AUSTIN  BANGKOK  BEIJING  BOSTON  BRUSSELS  CHARLOTTE  DALLAS  DUBAI  HOUSTON  LONDON  LOS ANGELES

MIAMI  NEW YORK  NORFOLK  RALEIGH/DURHAM  RICHMOND  SAN FRANCISCO  THE WOODLANDS  TYSONS  WASHINGTON, DC  www.HuntonAK.com

City Office REIT, Inc.

November 1, 2018

Page 2

 

  4.

such other documents as we have deemed necessary or appropriate for purposes of this opinion.

In connection with the opinions rendered below, we have assumed, with your consent, that:

 

  1.

each of the documents referred to above has been duly authorized, executed, and delivered; is authentic, if an original, or is accurate, if a copy; and has not been amended;

 

  2.

during its taxable year ending December 31, 2018 and future taxable years, the Company will operate in a manner that will make the factual representations contained in a certificate, dated the date hereof and executed by a duly appointed officer of the Company (the “ Officer’s Certificate ”), true for such years;

 

  3.

the Company will not make any amendments to its organizational documents after the date of this opinion that would affect the Company’s qualification as a real estate investment trust (a “ REIT ”) for any taxable year; and

 

  4.

no action will be taken by the Company after the date hereof that would have the effect of altering the facts upon which the opinions set forth below are based.

In connection with the opinions rendered below, we also have relied upon the correctness of the factual representations contained in the Officer’s Certificate and the factual matters discussed in the Prospectus that relate to the Company’s status as a REIT. We are not aware of any facts that are inconsistent with the representations contained in the Officer’s Certificate.

Based solely on the documents and assumptions set forth above, the representations set forth in the Officer’s Certificate, and the factual matters discussed in the Prospectus under the caption “Material Federal Income Tax Considerations” and the Prospectus Supplement under the caption “Additional Material Federal Income Tax Considerations” (which are incorporated herein by reference), we are of the opinion that:

(a)    the Company qualified to be taxed as a REIT pursuant to sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “ Code ”) for its taxable years ended December 31, 2014 through December 31, 2017, and the Company’s organization and current and proposed method of operation will enable it to continue to qualify as a REIT under the Code for its taxable year ending December 31, 2018 and thereafter; and

City Office REIT, Inc.

November 1, 2018

Page 3

 

(b)    the descriptions of the law and the legal conclusions contained in the Prospectus under the caption “Material Federal Income Tax Considerations” and the Prospectus Supplement under the caption “Additional Material Federal Income Tax Considerations” are correct in all material respects.

We will not review on a continuing basis the Company’s compliance with the documents or assumptions set forth above, or the representations set forth in the Officer’s Certificate. Accordingly, no assurance can be given that the actual results of the Company’s operations for any given taxable year will satisfy the requirements for qualification and taxation as a REIT. Although we have made such inquiries and performed such investigations as we have deemed necessary to fulfill our professional responsibilities as counsel, we have not undertaken an independent investigation of all the facts referred to in this opinion letter or the Officer’s Certificate. In particular, we note that the Company has engaged in transactions in connection with which we have not provided legal advice and may not have reviewed. Moreover, we note that we did not represent the Company prior to March 2015.

The foregoing opinions are based on current provisions of the Code and the Treasury regulations thereunder (the “ Regulations ”), published administrative interpretations thereof, and published court decisions. The Internal Revenue Service has not issued Regulations or administrative interpretations with respect to various provisions of the Code relating to REIT qualification. No assurance can be given that the law will not change in a way that will prevent the Company from qualifying as a REIT.

The foregoing opinions are limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other U.S. federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. We undertake no obligation to update the opinions expressed herein after the date of this letter. This opinion letter speaks only as of the date hereof. Except as provided in the next paragraph, this opinion letter may not be distributed, quoted in whole or in part or otherwise reproduced in any document, or filed with any governmental agency without our express written consent.

City Office REIT, Inc.

November 1, 2018

Page 4

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the references to Hunton Andrews Kurth LLP under the caption “Legal Matters” in the Prospectus Supplement. In giving consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Securities and Exchange Commission.

 

Very truly yours,
/s/ Hunton Andrews Kurth LLP