City Office REIT, Inc. 8-K

What Happened

• City Office REIT, Inc. filed an 8‑K on January 9, 2026 announcing the consummation of the previously disclosed merger with MCME Carell Merger Sub (a subsidiary of MCME Carell Holdings). At the Effective Time of the Merger, each outstanding share of the Company’s common stock was canceled and converted into the right to receive $7.00 in cash (the Merger Consideration). Each outstanding share of the Company’s 6.625% Series A Preferred Stock was redeemed for $25.00 per share plus any accrued and unpaid distributions. The Company merged into Merger Sub, the Company ceased separate existence, and a change of control occurred.
• In connection with the closing, Parent also paid off and terminated the Company’s senior credit agreement (originally dated March 15, 2018), discharging outstanding obligations and releasing related guarantees, liens and security interests. A joint press release announcing the closing was issued and is attached as Exhibit 99.1 to the filing.

Key Details

• Common stock Merger Consideration: $7.00 per share (cash, less any required withholding)
• Series A preferred: redeemed at $25.00 per share plus accrued/unpaid distributions
• Equity awards: Company RSUs fully vested and converted to cash equal to $7.00 × underlying shares; Company PSUs vested based on actual performance through the Effective Time and converted to cash at $7.00 × vested shares
• Credit facility: Payoff and termination of the Credit Agreement dated March 15, 2018 (lenders paid per payoff letter)

Why It Matters

• Shareholders: Holders of common and Series A preferred stock no longer hold equity in the company; their only remaining rights from those holdings are the cash payments described in the 8‑K. Investors who held stock received immediate cash consideration rather than continuing equity exposure.
• Company structure and liabilities: The merger created a change of control and ended City Office REIT’s separate corporate existence; the outstanding bank facility was paid off and terminated, which removes that debt and related liens. This simplifies post‑closing capital structure for the surviving parent and its subsidiaries.
• Compensation and incentives: Outstanding Company equity awards were cashed out (RSUs and PSUs treated as described), and the Company Incentive Plan was terminated, so former participants will receive the specified cash settlements and have no remaining rights to Company stock.