City Office Reit Inc SEC Filings

City Office REIT, Inc. reported that its Chairman of the Board, John Sweet, passed away on November 23, 2025. To address this leadership change, existing director Sabah Mirza has been appointed as Chairwoman of the Board of Directors. The company also appointed current director Michael Mazan to the Compensation Committee of the Board, filling the vacancy created by Mr. Sweet’s death. These moves keep board leadership and key committee responsibilities in the hands of current directors, aiming to maintain continuity in oversight and governance.

City Office REIT (CIO) reported Q3 results with rental and other revenues of $37,275 thousand and operating income of $4,214 thousand. The quarter reflected ongoing portfolio repositioning and merger-related activity.

The company closed the sale of six Phoenix properties for $266.0 million on August 15, recognized a year-to-date impairment of real estate of $102,229 thousand tied to the planned Phoenix Portfolio disposition, and ended the quarter with assets held for sale of $35,784 thousand for Pima Center. Year-to-date, net loss attributable to common stockholders was $116,415 thousand, or $2.89 per share; for Q3, the net loss attributable to common stockholders was $5,669 thousand, or $0.14 per share.

Balance sheet and liquidity shifted as total principal debt declined to $399,970 thousand from $649,514 thousand at year-end, aided by disposition proceeds and repayment of a $25 million term loan. The credit facility was amended, reduced to $150 million, and extended to January 2026 with an option to November 2026, subject to conditions. An event of default occurred October 1 at Intellicenter upon loan maturity; discussions with the lender are underway. Cash from operations was $38,709 thousand year-to-date; investing provided $235,759 thousand and financing used $269,145 thousand.

Merger update: stockholders approved the cash merger at $7.00 per share on October 16, subject to customary closing conditions.

Glazer Capital, LLCPaul J. Glazer filed a Schedule 13G reporting beneficial ownership of 2,412,926 shares of City Office REIT, Inc. common stock, representing 5.98% of the class.

The filing lists shared voting power over 2,412,926 shares and shared dispositive power over 2,412,926 shares, with no sole voting or dispositive power. The shares are held by funds and accounts for which Glazer Capital serves as investment manager, and Mr. Glazer is the Managing Member. The Date of Event is 09/25/2025.

The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of City Office REIT.

City Office REIT, Inc. approved its merger with MCME Carell Merger Sub, LLC at a special meeting on October 16, 2025. The Merger Proposal received 26,148,345 votes for, 198,064 against, and 123,832 abstentions, meeting the majority of outstanding shares standard. As of the September 5, 2025 record date, 40,363,640 common shares were outstanding; 26,470,241 shares were voted, representing approximately 65.58% of eligible votes, constituting a quorum.

The Advisory Compensation Proposal was not approved, with 11,281,397 votes for and 14,895,213 against. The adjournment proposal was not needed. Closing of the merger remains subject to satisfaction or waiver of the Merger Agreement conditions, and the company anticipates completion in the fourth quarter of 2025.

City Office REIT (CIO) has disclosed additional information regarding its pending merger transaction, including details about shareholder litigation and the merger negotiation process. The company faces two lawsuits (Johnson v. City Office REIT and Thompson v. City Office REIT) alleging omissions in the proxy statement. During the deal process, multiple parties including Morning Calm conducted due diligence and property tours across Dallas, Raleigh, Orlando, Tampa, and Phoenix markets.

The merger agreement includes typical provisions like "no-shop" clauses, requirements for debt financing cooperation, and conditions around property dispositions. JLL Securities conducted a valuation analysis using a Gordon Growth Method with 1.25-1.75% perpetuity growth rates and 7.2-8.2% discount rates, yielding an implied equity value range of $606-752 million.

Notably, Raymond James, which is advising on the transaction, disclosed potential conflicts of interest, including prior business relationships with Morning Calm Parent that generated $435,000 in fees, and senior deal team members having approximately $600,000 invested in Morning Calm-affiliated funds.

City Office REIT, Inc. has filed a definitive proxy statement seeking shareholder approval of a merger into MCME Carell Merger Sub, LLC for $7.00 per common share. The proxy describes solicitation and voting procedures for a Special Meeting on October 16, 2025, including telephone, internet and mail voting options.

The proxy discloses sale process activity: non-disclosure agreements with multiple bidders (including Bidder A and Morning Calm), due diligence access, an April 22 letter from Morning Calm proposing an all-cash transaction at $7.00 per share (stated as a 37% premium to 90-day VWAP), and a 60-day exclusivity/exclusivity amendment. The filing details compensation arrangements for named executives (total estimated payments shown, e.g., $9,131,921 in one table), tax and withholding guidance for non-U.S. holders (FIRPTA), and fairness analyses by JLL Securities and Raymond James with valuation ranges and DCF results summarized in the proxy.

City Office REIT, Inc. (CIO) is proposing a merger in which Morning Calm (and affiliated parties) offered an all-cash transaction of $7.00 per share, representing a 37% premium to the company’s 90-day VWAP as of April 2025. The proxy describes exclusivity and negotiation timelines including a 60-day diligence/negotiation period and an exclusivity agreement amended to permit up to $80 million of certain dispositions. Financial advisor analyses (JLL Securities and Raymond James) produced implied per-share equity value reference ranges and DCF-derived per-share ranges with midpoints around the $7.00 consideration. The proxy discloses potential cash and equity payments to named executives on a double-trigger basis aggregating approximately $9.13 million for one executive and material other amounts for peers, and describes withholding/tax implications for non-U.S. holders including potential FIRPTA withholding. The filing details proxy solicitation, voting methods, board recommendation mechanics, no-shop/no-solicitation exceptions for Superior Proposals, financing cooperation, and numerous closing conditions and termination rights.

City Office REIT, Inc. (CIO) announced it has entered into a Merger Agreement, disclosed in an 8-K filed July 24, 2025. The filing notifies shareholders that a preliminary and then definitive proxy statement describing the Merger and the Merger Agreement will be prepared and mailed to shareholders entitled to vote. Shareholders are urged to read those proxy materials when available because they will contain important information about the transaction. The company provides contact details for obtaining the proxy without charge and states the documents will also be available on the SEC website.