As filed with the Securities and Exchange Commission on December 5, 2014
Registration No. 333-200746
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-11
FOR REGISTRATION
UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
City Office REIT, Inc.
(Exact name of registrant as specified in governing instruments)
1075 West Georgia Street
Suite 2600
Vancouver, British Columbia, V6E 3C9
Tel:
(604) 806-3366
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Anthony Maretic
Chief Financial Officer
City Office REIT, Inc.
1075 West
Georgia Street
Suite 2600
Vancouver, British Columbia, V6E 3C9
Tel:
(604) 806-3366
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPIES TO:
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Stephen T. Giove, Esq.
Robert Evans III, Esq. Shearman &
Sterling LLP 599 Lexington Avenue New
York, New York 10022 Telephone: (212) 848-4000
Facsimile: (212) 848-7179 |
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David C. Wright, Esq.
Trevor K. Ross, Esq. Hunton & Williams
LLP Riverfront Plaza, East Tower 951
E. Byrd Street Richmond, Virginia 23219
Telephone: (804) 788-8200 Facsimile: (804)
788-8218 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ¨
If this Form is a
post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ¨
If this Form is a
post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. x
If delivery of the
prospectus is expected to be made pursuant to Rule 434, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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x (Do not check if a smaller reporting company) |
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Smaller reporting company |
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This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the
Securities Act of 1933, as amended.
EXPLANATORY NOTE
This
Post-Effective Amendment No. 1 (the Amendment) relates to the Registrants Registration Statement on Form S-11, as amended (File
No. 333-200746), filed by the Registrant on December 4, 2014 pursuant to Rule 462(b) under the Securities Act. The Registrant is filing this Amendment for the sole purpose of replacing Exhibits 5.1
and 8.1 to the Registration Statement which exhibits are superseded by Exhibits 5.1 and 8.1 filed herewith, as set forth in the Exhibit Index below.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing a post-effective amendment under Rule 462(d) and has duly caused this Post Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Vancouver, Canada, on December 5, 2014.
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CITY OFFICE REIT, INC. |
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By: |
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/s/ James Farrar |
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Name: James Farrar |
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Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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SIGNATURE |
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TITLE |
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DATE |
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/s/ James Farrar
James Farrar |
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Chief Executive Officer and Director (Principal Executive Officer) |
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December 5, 2014 |
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/s/ Anthony Maretic
Anthony Maretic |
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Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) |
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December 5, 2014 |
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/s/ Gregory Tylee
Gregory Tylee |
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Chief Operating Officer and President |
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December 5, 2014 |
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Samuel Belzberg |
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Director |
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December 5, 2014 |
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William Flatt |
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Director |
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December 5, 2014 |
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John McLernon |
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Director |
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December 5, 2014 |
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Mark Murski |
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Director |
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December 5, 2014 |
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Stephen Shraiberg |
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Director |
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December 5, 2014 |
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*By: |
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/s/ James Farrar |
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Name: James Farrar Title:
Attorney-in-fact |
EXHIBIT INDEX
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Exhibit number |
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Description |
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5.1 |
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Opinion of Ballard Spahr LLP regarding validity of the shares registered |
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8.1 |
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Opinion of Shearman & Sterling LLP regarding certain tax matters |
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23.2 |
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Consent of Ballard Spahr LLP (included in the opinion filed as Exhibit 5.1) |
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23.3 |
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Consent of Shearman & Sterling LLP (included in the opinion filed as Exhibit 8.1) |
Exhibit 5.1
December 4, 2014
City Office REIT, Inc.
1075 West Georgia Street
Suite 2600
Vancouver, British Columbia, V6E 3C9
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Re: |
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City Office REIT, Inc., a Maryland corporation (the Company) Registration Statement, as amended, pertaining to the issuance and sale by the Company of up to 862,500 shares (the Shares) of common stock,
$0.01 par value per share, of the Company (including up to 112,500 Shares that the underwriters have the option to purchase solely to cover over-allotments) |
Ladies and Gentlemen:
We have acted as Maryland corporate counsel to the Company in connection with the registration by the Company of the Shares under the
Securities Act of 1933, as amended (the Act), pursuant to the Registration Statement on Form S-11 filed with the Securities and Exchange Commission (the Commission) on or about December 4, 2014, as amended, pursuant to Rule
462(b) under the Act (the Registration Statement). The Registration Statement relates to the Registration Statement on Form S-11 (File No. 333-199319) originally filed with the Commission on or about October 14, 2014, as amended (the
Prior Registration Statement). You have requested our opinion with respect to the matters set forth below.
In our capacity as
Maryland corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the Documents):
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the corporate charter of the Company (the Charter) represented by Articles of Amendment and Restatement filed with the State Department of Assessments and Taxation of Maryland (the Department) on
April 10, 2014; |
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(ii) |
the Amended and Restated Bylaws of the Company, adopted on or as of April 10, 2014 (the Bylaws); |
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the Action by Written Consent of Board of Directors in Lieu of an Organizational Meeting, dated as of November 27, 2013 (the Organizational Minutes); |
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resolutions adopted by the Board of Directors of the Company on or as of October 9, 2014 relating to, among other things, the authorization of the issuance and sale of the Shares (the Directors
Resolutions); |
Atlanta | Baltimore | Bethesda |
Denver | Las Vegas | Los Angeles | New Jersey | New
York | Philadelphia | Phoenix | Salt Lake City | San
Diego | Washington, DC | Wilmington | www.ballardspahr.com
BALLARD SPAHR LLP
City Office REIT, Inc.
December 4, 2014
Page
2
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(v) |
the Registration Statement and the Prior Registration Statement, and the related form of prospectus included therein, in substantially the form filed or to be filed with the Commission pursuant to the Act;
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a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland; |
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a certificate of one or more officers of the Company, dated as of a recent date (the Officers Certificate), certifying that, as a factual matter, the Charter, the Bylaws, the Organizational Minutes and
the Directors Resolutions are true, correct and complete, and have not been rescinded or modified except as noted therein, and as to the manner of adoption of the Directors Resolutions; and |
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such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth in this letter, subject to the limitations, assumptions, and qualifications noted below. |
In reaching the opinions set forth below, we have assumed the following:
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each person executing any of the Documents on behalf of any party (other than the Company) is duly authorized to do so; |
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each natural person executing any of the Documents is legally competent to do so; |
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any of the Documents submitted to us as originals are authentic; the form and content of any Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content
of such documents as executed and delivered; any of the Documents submitted to us as certified, facsimile or photostatic copies conform to the original document; all signatures on all of the Documents are genuine; all public records reviewed or
relied upon by us or on our behalf are true and complete; all statements and information contained in the Documents are true and complete; there has been no modification of, or amendment to, any of the Documents; and there has been no waiver of any
provision of any of the Documents by action or omission of the parties or otherwise; |
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the Officers Certificate and all other certificates submitted to us are, as to factual matters, true and correct both when made and as of the date hereof; |
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none of the Shares will be issued or transferred in violation of the provisions of Article VII of the Charter relating to restrictions on ownership and transfer of capital stock; and |
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prior to the issuance of the Shares subsequent to the date hereof, the Board of Directors of the Company, or a duly authorized committee thereof, will adopt resolutions that determine the consideration to be received by
the Company for the issuance and sale of the Shares (the Final Determination). |
BALLARD SPAHR LLP
City Office REIT, Inc.
December 4, 2014
Page
3
Based on our review of the foregoing and subject to the assumptions and qualifications set
forth herein, it is our opinion that, as of the date of this letter:
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The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland. |
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The issuance of the Shares has been duly authorized by all necessary corporate action on the part of the Company, and when such Shares are issued and delivered by the Company in exchange for the consideration therefor
as provided in, and in accordance with, the Directors Resolutions and the Final Determination, such Shares will be validly issued, fully paid and non-assessable. |
The foregoing opinion is limited to the laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We
express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to
which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently
existing and brought to our attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that now exist or that occur or arise in the
future and may change the opinions expressed herein after the date hereof.
We consent to your filing this opinion as an exhibit to the
Registration Statement and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Shares. We also consent to the identification
of our firm as Maryland counsel to the Company in the section of the Registration Statement (through incorporation by reference of the Prior Registration Statement) entitled Legal Matters. In giving this consent, we do not admit that we
are within the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ Ballard Spahr LLP
Exhibit 8.1
December 4, 2014
City Office REIT, Inc.
1075 West Georgia Street, Suite 2600
Vancouver, British Columbia, V6E 3C9
City Office
REIT, Inc.
Ladies and Gentlemen:
We have
acted as United States federal income tax counsel to City Office REIT, Inc., a Maryland corporation (the Company), in connection with the filing of a registration statement on Form S-11 dated October 15, 2014 (File
No. 333-199319) (such registration statement, as amended through the date hereof, the Registration Statement), and a Rule 462(b) registration statement on Form S-11 in connection
therewith (the Rule 462(b) Registration Statement) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Securities Act), in connection with the registration of up
to 4,312,500 shares of common stock of the Company, $0.01 par value per share (the Common Stock). In that capacity, you have requested our opinion regarding the ability of the Company to elect to be treated, and to qualify, for United
States federal income tax purposes as a real estate investment trust (a REIT) within the meaning of Section 856(a) of the Internal Revenue Code of 1986, as amended (the Code).
In rendering this opinion, we have relied as to certain factual matters upon the statements and representations contained in the certificate
provided to us by the Company (the Officers Certificate) dated December 4, 2014. We have assumed that the statements made in the Officers Certificate are true and correct, and will remain true and correct through the
effective date of the Registration Statement, and that the Officers Certificate has been executed by appropriate and authorized officers of the Company. We have made no independent investigation or audit of all of the factual representations
in the Officers Certificate. No facts have come to our attention that would cause us to question the accuracy and completeness of the factual representations in the Officers Certificate. Furthermore, where the factual representations in
the Officers Certificate involve terms defined in the Code, the regulations promulgated thereunder, published rulings of the Internal Revenue Service, or other relevant authority, we have reviewed with the individual making such
representations the relevant provisions of the Code, the applicable regulations thereunder, the published rulings of the Internal Revenue Service, and other relevant authority. We have also assumed that the board of directors of the Company will not
exercise its discretion under the charter to authorize the Company to revoke or otherwise terminate its REIT election pursuant to Section 856(g).
In our capacity as United States federal income tax counsel, we have reviewed copies of the Registration Statement and the Rule 462(b)
Registration Statement, and have reviewed or relied upon originals or copies of such other agreements and documents as we have deemed necessary or appropriate for purposes of the opinions rendered herein (collectively, the Governing
Documents). In performing such review we have assumed the genuineness of all signatures on all Governing Documents reviewed by us, the legal capacity of all natural persons and the authenticity of all Governing Documents submitted to us as
originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. In making our examination of any documents executed by the parties indicated therein, we
have also assumed, without independent verification or inquiry, that each party had the power, corporate or other, to enter into and perform all obligations thereunder, and have assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by each party indicated in the documents that such documents constitute valid and binding obligations of each party.
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SHEARMAN & STERLING LLP IS A LIMITED LIABILITY PARTNERSHIP ORGANIZED IN THE UNITED STATES UNDER THE LAWS OF THE STATE
OF DELAWARE, WHICH LAWS LIMIT THE PERSONAL LIABILITY OF PARTNERS.
Based on the foregoing and in reliance thereon, and on an analysis of the Code, the regulations
promulgated thereunder, judicial authority and current administrative rulings and such other laws as we have deemed relevant and necessary, and subject to the qualifications, exceptions and limitations contained therein, we are of the opinion that,
for United States federal income tax purposes:
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commencing with its taxable year ending on December 31, 2014, the Company has been organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and that its current and
proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2014 and thereafter; and |
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the statements in the Registration Statement under the caption U.S. Federal Income Tax Considerations, insofar as such statements constitute summaries of legal matters referred to therein, fairly summarize
in all material respects the legal matters referred to therein. |
As described in the Registration Statement, qualification
of the Company as a REIT will depend upon the satisfaction by the Company, through actual operating results, distribution levels, diversity of stock ownership and otherwise, of the applicable asset composition, source of income, shareholder
distribution, recordkeeping and other requirements of the Code necessary for a corporation to qualify as a REIT. Accordingly, no assurance can be given that the actual results of the Companys operations for any taxable year will satisfy all
such requirements. We do not undertake to monitor whether the Company actually will satisfy the various qualification tests. In addition, no assurance can be given that the conclusions of United States federal income tax law will not be successfully
challenged by the Internal Revenue Service or significantly altered by new legislation, changes in Internal Revenue Service positions or judicial decisions, any of which challenges or alterations may be applied retroactively with respect to
completed transactions.
The opinion set forth herein is limited to those matters expressly covered and is as of the date hereof. No
opinion is to be implied with respect to any other matter. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion that
might affect the opinion expressed herein. Please be advised that our opinion is not binding on the Internal Revenue Service or the courts, and that no assurances can be given that the Internal Revenue Service will not take a contrary position upon
examination, or that a court will not reach a contrary conclusion in litigation.
We hereby consent to the filing of this opinion as an
exhibit to the Rule 462(b) Registration Statement and to the references to our firm in the Registration Statement under the captions U.S. Federal Income Tax Considerations and Legal Matters. In giving this consent, we do not
thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/
Shearman & Sterling LLP
Shearman & Sterling LLP
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Grafico Azioni City Office REIT (NYSE:CIO)
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