City Office REIT, Inc. (NYSE:CIO-A) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On March15, 2018, City Office REIT Operating Partnership, L.P. (the “Operating Partnership”), the operating partnership of City Office REIT, Inc. (the “Company”), entered into a Credit Agreement (the “Credit Agreement”), dated as of March15, 2018, by and among the Operating Partnership, as borrower, the Company and certain of its subsidiaries, as guarantors, KeyBank National Association (“KeyBank”), as lender, agent and swing loan lender, the other lending institutions party thereto, as lenders, and Keybanc Capital Markets (“Keybanc Markets”), as sole lead arranger and sole book manager.

The Credit Agreement relates to a $250million unsecured revolving credit facility (the “Unsecured Credit Facility”). Up to $25,000,000 of the Unsecured Credit Facility is available for swingline loans. Additionally, the Operating Partnership has the right to request an increase, subject to customary terms and conditions, of the aggregate amount of the Unsecured Credit Facility to up to $500million, a portion of which may be drawn as an incremental term loan with a maturity date of five years from the date of such draw. The maturity date of the Unsecured Credit Facility is March15, 2022; provided, however, that the Operating Partnership has the option to extend borrowings under the Unsecured Credit Facility for an additional 12 months under certain circumstances. The Operating Partnership may prepay the Unsecured Credit Facility, in whole or in part, at any time without fee or penalty, except for breakage costs associated with LIBOR borrowings. The Credit Agreement contains customary representations and warranties, financial covenants, negative covenants, affirmative covenants and events of default.

Borrowings under the Unsecured Credit Facility will bear an interest at a rate equal to the LIBOR rate plus a margin of 140 to 225 basis points. The Unsecured Credit Facility requires monthly payments of interest only, but requires mandatory prepayments under certain circumstances as set forth in the Credit Agreement. All obligations under the Credit Agreement are unconditionally guaranteed by the Company.

The Credit Agreement replaced the previously disclosed Amended and Restated Credit Agreement, as amended (the “Existing Credit Agreement”), dated as of June26, 2015, entered into by and among the Operating Partnership, as parent borrower, the subsidiary borrowers named therein, KeyBank, as lender and agent, the other lenders named therein, and Keybanc Markets, as sole lead arranger and sole book runner, which provided a $150million secured credit facility that was scheduled to expire on June26, 2018.

The foregoing description of the Credit Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

The disclosure set forth under Item 1.01 (Entry into a Material Definitive Agreement) above is incorporated by reference into this Item 1.01. No prepayment fees or termination penalties were incurred in connection with the

termination of the Existing Credit Agreement.

The information provided in Item 1.01(Entry into a Material Definitive Agreement) above is incorporated by reference into this Item 1.01.

Item 1.01Financial Statements and Exhibits.

City Office REIT, Inc. Exhibit
EX-10.1 2 d555777dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Version CREDIT AGREEMENT DATED AS OF MARCH 15,…
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