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

Item1.01.

On June16, 2017, City Office REIT, Inc. (the Company) and City
Office Operating Partnership, L.P. (the Operating Partnership)
entered into Equity Distribution Agreements (the Agreements) with
each of KeyBanc Capital Markets Inc., Raymond James Associates,
Inc. and BMO Capital Markets Corp., as managers (the Managers).
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 6,000,000 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). Sales of Shares 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 Agreements is qualified in its
entirety by reference to the text of the Agreements, copies of
which are attached hereto as Exhibit 1.1, Exhibit 1.2 and Exhibit
1.3 to this Current Report on Form 8-K and are incorporated
herein by reference into this Item 1.01.

In connection with the offering of the Series A Preferred Stock,
the Company, as the sole general partner of the Operating
Partnership, on its own behalf and as general partner of the
Operating Partnership and on behalf of the limited partners of
the Operating Partnership, has amended the Amended and Restated
Agreement of Limited Partnership of the Operating Partnership
(the Partnership Agreement) to provide for the issuance of up to
1,000,000 6.625% Series A Cumulative Redeemable Preferred Units
(the Series A Preferred Units). The Company expects to contribute
any net proceeds from the sale of the Series A Preferred Stock in
the offering to the Operating Partnership in exchange for the
same number of Series A Preferred Units. The Series A Preferred
Units have economic terms that mirror the terms of the Series A
Preferred Stock. The issuance of the Series A Preferred Units
will be exempt from registration to Section4(a)(2) of the
Securities Act.

This description of the material terms of the amendment to the
Partnership Agreement is qualified in its entirety by reference
to the amendment to the Partnership Agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated
by reference into this Item 1.01.