Announcement • Jan 10

MCME Carell Holdings, completed the acquisition of City Office REIT, Inc. (NYSE:CIO).

MCME Carell Holdings, LP entered into a definitive agreement to acquire City Office REIT, Inc. (NYSE:CIO) for approximately $290 million on July 23, 2025. At the time that the Merger becomes effective (the “Effective Time”), each issued and outstanding share of common stock of the Company, par value $0.01 per share (the “Common Stock”), other than certain excluded shares owned, directly or indirectly, by Parent, Merger Sub or the Company, will be converted automatically into the right to receive $7.00 per share in cash, without interest, and subject to deduction for any required withholding tax (the “Merger Consideration”). Immediately prior to the closing of the merger, the Company intends to redeem, each share of the Company’s 6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”), for an amount in cash equal to $25.00 per share of Series A Preferred Stock, plus any accrued and unpaid distributions (whether or not declared), and subject to deduction for any required withholding tax. Upon a termination of the Merger Agreement under specified circumstances set forth therein, City Office will be required to pay MCME Carell, a termination fee equal to $16 million. Upon completion of the Transaction, City Office will become a private company and shares of City Office Common Stock and Series A Cumulative Preferred Stock will no longer trade on the NYSE. The Merger Agreement also provides that upon a termination of the Merger Agreement under certain circumstances set forth in the Merger Agreement, Parent will be required to pay the City Office a reverse termination fee equal to $35 million. Completion of the Merger is subject to various closing conditions, including, among other things, (a) the affirmative vote of at least a majority of the outstanding shares of Common Stock entitled to vote at the Shareholders’ Meeting in favor of adopting the Merger Agreement and approving the Merger (the “Shareholder Approval”); (b) the absence of any law, injunction, judgment, order, decree or ruling restraining or prohibiting consummation of the Merger; (c) the receipt of certain third party consents; (d) the receipt of consents from the applicable third parties relating to certain ground leases required under the Phoenix Sale Agreement (as described below) and the sale of certain of the Phoenix Assets (as described below) shall have been consummated pursuant to and in accordance with the Phoenix Sale Agreement; (e) the delivery of a written tax opinion to the effect that, as of December 31, 2014 until the Effective Time, the Company has been organized and operated in accordance with the requirements for qualification and taxation as a REIT; and (f) no event of default that is incapable of being cured or capable of being cured but still continuing shall have occurred and be continuing under certain of the Company’s loan documents. Each party’s obligation to consummate the Merger is also subject to certain additional conditions, which include the accuracy of the other party’s representations and warranties (subject to materiality qualifiers) and the other party’s compliance with its covenants and obligations in all material respects (in each case, as contained and more fully described in the Merger Agreement). The Merger Agreement does not contain a financing condition. The Transaction has been unanimously approved by City Office's Board of Directors. The Transaction is not conditioned upon the receipt of financing by the Buyer and is expected to close in the fourth quarter of 2025. As of October 16, 2025 stockholders of City Office REIT approved the transaction. on December 4, 2025, City Office REIT, Inc. delivered notices of redemption with respect to all issued and outstanding shares of the Preferred Stock to holders of the Preferred Stock. Subject to the terms and conditions set forth in the redemption notices, it is currently anticipated that the Preferred Stock will be redeemed on January 9, 2026. Raymond James & Associates, Inc. acted as financial advisors and fairness opinion provider to City Office. Christoper P. Giordano, Katie Philippart LaKoma and Jon Venick of DLA Piper LLP (US), Hogan Lovells US LLP and Joseph M. Fazio, Esq. of Miller, Canfield, Paddock and Stone, P.L.C. served as legal advisor to City Office. Eastdil Secured served as financial advisor, and Richard J. Birns, Andrew Kaplan and Kristen Poole of Gibson Dunn & Crutcher LLP and James Bond of Fennemore Craig Dowling Aaron served as legal counsel to MCME Carell. JLL Securities LaSalle Securities, LLC acted as financial and fairness opinion provider to City Office. MCME Carell Holdings, completed the acquisition of City Office REIT, Inc. (NYSE:CIO) on January 9, 2026. As a result of the transaction, CIO’s common stock will no longer be listed on any public market.

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