CXP Columbia Property Trust Inc

You are cordially invited to attend a special meeting of stockholders of Columbia Property Trust, Inc., a Maryland corporation (“Columbia”), to be held on December 2, 2021, at 9:30 a.m., New York time, at 315 Park Avenue South, New York, New York 10010. At the special meeting, you will be asked to consider and vote on the merger of Panther Merger Parent, Inc. (“Parent”), an affiliate of certain investment funds managed by Pacific Investment Management Company LLC (the “PIMCO Funds”) with and into Columbia, which we refer to as the merger, pursuant to the Agreement and Plan of Merger, dated as of September 7, 2021, and as it may be amended from time to time, among Columbia, Columbia Property Trust Operating Partnership, L.P., Parent and Panther Merger Sub, LLC, an affiliate of the PIMCO Funds, which we refer to as the merger agreement. If the transactions contemplated by the merger agreement are completed, you, as a holder of shares of common stock of Columbia, will be entitled to receive $19.30 in cash in exchange for each share of common stock you own, as more fully described in the enclosed proxy statement.

Our board of directors has unanimously approved the merger agreement and declared the merger agreement and the transactions contemplated by the merger agreement, including the merger, to be advisable and in the best interests of Columbia and our stockholders. Our board of directors recommend that you vote “FOR” the approval of the merger.

The merger must be approved by the affirmative vote of the holders of shares of common stock entitled to cast a majority of all the votes entitled to be cast on the matter. The notice of special meeting and proxy statement accompanying this letter provide you with more specific information concerning the special meeting, the merger, the merger agreement and the other transactions contemplated by the merger agreement. We encourage you to read carefully the enclosed proxy statement, including the annexes. You may also obtain more information about Columbia from us or from documents we have filed with the U.S. Securities and Exchange Commission (“SEC”). Please note that as part of our precautions regarding the coronavirus or Covid-19, we may determine that the special meeting be held solely by means of remote communication rather than in person. If we take this step, we will announce the decision to do so in advance and provide details on how record holders of our common stock may attend virtually and participate in the special meeting via a press release issued by Columbia and made available on our website, www.columbia.reit. We will also file the press release with the SEC as definitive additional solicitation material.

Your vote is very important regardless of the number of shares of common stock that you own. Whether or not you plan to attend the special meeting in person, or in the event the special meeting is held by means of remote communication, virtually, we request that you authorize a proxy to vote your shares by either completing and returning the enclosed proxy card as promptly as possible or authorizing your proxy or voting instructions by telephone or through the Internet. The enclosed proxy card contains instructions regarding voting. If you attend the special meeting, you may continue to have your shares voted as instructed in your proxy, or you may withdraw your proxy at the special meeting and vote your shares in person, or, in the event that the special meeting is held by means of remote communication, virtually. If you fail to vote by proxy or in person, or, in the event that the special meeting is held by means of remote communication, virtually, or fail to instruct your broker on how to vote, it will have the same effect as a vote “AGAINST” approval of the merger.

On behalf of the board of directors, thank you for your continued support.

This proxy statement is dated October 26, 2021, and is first being mailed to our stockholders on or about October 26, 2021.

The approval of the proposal regarding the non-binding, advisory vote on the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger, and the approval of the proposal regarding any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger, each requires the affirmative vote of a majority of the votes cast on the proposal. If you fail to vote by proxy or in person, or, in the event that the special meeting is held by means of remote communication, virtually, or fail to instruct your broker on how to vote, it will have no effect on the outcome of such proposals. Abstentions, while present for purposes of determining presence of a quorum, are not considered votes cast and therefore will have no other effect on the outcome of these proposals.

Any proxy may be revoked at any time prior to its exercise by voting again over the Internet or by telephone prior to 11:59 p.m. Eastern Time on December 1, 2021, signing and returning another proxy card with a later date, provided we receive the updated proxy card before the date of the special meeting, or voting in person at the special meeting, or, in the event that the special meeting is held by means of remote communication, virtually. Attendance alone will not be sufficient to revoke a previously authorized proxy.

Holders of our shares of common stock may not exercise any appraisal rights, dissenters’ rights or the rights of an objecting stockholder to receive the fair value of the stockholder’s shares of common stock in connection with the merger because, as permitted by the Maryland General Corporation Law, our charter provides that stockholders are not entitled to exercise such rights, unless our board of directors, upon the affirmative vote of a majority of the entire board, determines that the rights apply. Our board of directors has made no such determination.

We encourage you to read the accompanying proxy statement in its entirety and to submit a proxy or voting instructions so that your shares of common stock will be represented and voted even if you do not attend the special meeting. If you have any questions or need assistance in submitting a proxy or your voting instructions, please call our proxy solicitor, Innisfree M&A Incorporated, toll-free at 877-825-8971.

The following questions and answers address briefly some questions you may have regarding the special meeting and the proposed mergers. These questions and answers may not address all questions that may be important to you as a stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, as well as the additional documents to which it refers or which it incorporates by reference, including the merger agreement, a copy of which is attached to this proxy statement as Annex A.

This proxy statement and the documents that we incorporate by reference herein contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (which we refer to as the Securities Act), and Section 21E of the Exchange Act). Also, documents we subsequently file with the SEC and incorporate by reference may contain forward-looking statements. These forward-looking statements include, among others, statements about the expected benefits of the mergers, the expected timing and completion of the mergers and the future business, performance and opportunities of Columbia. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). Forward-looking statements generally can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “foresee,” “looking ahead,” “is confident,” “should,” “will,” “predicted,” “likely,” or similar words or phrases intended to identify information that is not historical in nature. Forward-looking statements are based on expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, without limitation:

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2021, and our other filings with the SEC.

Columbia Property Trust, Inc. (“Columbia,” the “Company,” “we,” “us,” or “our”) is a Maryland corporation that operates as a REIT for federal income tax purposes and owns and operates commercial real estate properties. Columbia conducts business primarily through Company OP, a Delaware limited partnership of which Columbia is the general partner and majority owner (97.3%). Columbia acquires, develops, redevelops, owns, leases and operates real properties directly, through wholly owned subsidiaries or through joint ventures. Columbia’s website is www.columbia.reit. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC. Our shares of common stock are listed on the NYSE under the symbol “CXP.” For additional information about the Company and our business, please refer to “Where You Can Find More Information.”

Columbia Operating Partnership, L.P. (“Company OP”) is a Delaware limited liability partnership. Columbia is the general partner and majority owner (97.3%) of Company OP, and includes the accounts of Company OP in our consolidated financial statements. In addition to differences in their respective ownership, the primary differences between Columbia and Company OP are as follows: Columbia owns one property directly and has made intercompany loans to subsidiaries of Company OP, and Columbia issues publicly traded common stock to investors (including employees and board members) and has engaged in share repurchases from time to time. Columbia has contributed the substantial majority of proceeds from sales of its shares of common stock to Company OP.

Panther Merger Parent, Inc. (“Parent”) is a Delaware corporation and an affiliate of PMIT Operating LP, LVS III Holding LP, LVS IV Holding LP and OC III Holding LP (the “Sponsors”). Parent was formed solely for the purpose of acquiring us and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. The Sponsors are affiliates of funds managed by Pacific Investment Management Company LLC (“PIMCO”). Pursuant to the merger agreement, on the closing date, Parent will merge with and into us, and we will continue as the surviving entity.

PIMCO is one of the world’s premier fixed income investment managers. With its launch in 1971 in Newport Beach, California, PIMCO introduced investors to a total return approach to fixed income investing. In the fifty years since, it has continued to bring innovation and expertise to its partnership with clients seeking the best investment solutions. Since launching its first opportunistic credit vehicles over fifteen years ago, PIMCO has significantly expanded in alternative credit and private markets. The firm invests globally across commercial and residential real estate equity and credit, performing and distressed corporate credit, and specialty finance markets – actively managing investments across the capital structure. In 2020, PIMCO and Allianz Real Estate combined their commercial real estate platforms, making it one of the largest in the world. On a combined basis, PIMCO manages approximately $190 billion in commercial real estate assets globally. Today PIMCO has offices across the globe and professionals united by a single purpose: creating opportunities for investors in every environment. PIMCO is owned by Allianz S.E., a leading global diversified financial services provider.

Panther Merger Sub, LLC (“Merger Sub”) is a Delaware limited liability company. Parent is currently the sole member of Merger Sub. Merger Sub was formed solely for purposes of facilitating the acquisition of the Company Operating Partnership and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. Pursuant to the merger agreement, on the closing date, Merger Sub will merge with and into the Company Operating Partnership, and the Company Partnership will continue as the surviving entity.

This proxy statement is being furnished to our stockholders in connection with the solicitation of proxies by our board of directors to be exercised at a special meeting to be held on December 2, 2021, at 9:30 a.m., New York time. The special meeting will be held at 315 Park Avenue South, New York, New York 10010. The purpose of the special meeting is for you to consider and vote on the following matters:

Pursuant to our bylaws and Maryland law, only the matters set forth in the Notice of Special Meeting may be brought before the special meeting. The affirmative vote of holders of shares of common stock entitled to cast a majority of all the votes entitled to be cast on the matter is required to approve the merger and for the mergers to occur. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully in its entirety.

As part of our precautions regarding the coronavirus or Covid-19, we may determine that the special meeting be held solely by means of remote communication rather than in person. If we take this step, we will announce the decision to do so in advance and provide details on how record holders may attend virtually and participate in the special meeting, via a press release issued by Columbia and made available on our website, www.columbia.reit.

All holders of record of our common stock as of the record date, which was the close of business on October 21, 2021, are entitled to receive notice of and attend and vote at the special meeting or any postponement or adjournment of the special meeting. Each stockholder will be entitled to cast one vote on each matter presented at the special meeting for each share of common stock that such holder owned as of the record date. On the record date, there were 114,898,733 shares of common stock outstanding and entitled to vote at the special meeting.

The presence in person, or, in the event that the special meeting is held by means of remote communication, virtually, or by proxy of our stockholders entitled to cast a majority of all the votes entitled to be cast at the special meeting will constitute a quorum for purposes of the special meeting. A quorum is necessary to transact business at the special meeting. Abstentions will be counted as shares present for the purposes of determining the presence of a quorum. If a quorum is not present at the special meeting, we expect that the special meeting will be adjourned to a later date.

Completion of the mergers requires approval of the merger by the affirmative vote of the holders of shares of common stock entitled to cast a majority of all the votes entitled to be cast on the matter. Each stockholder is entitled to cast one vote on each matter presented at the special meeting for each share of common stock owned by such stockholder on the record date. Because the required vote for this proposal is based on the number of votes our holders of common stock are entitled to cast rather than on the number of votes cast, if you fail to vote by proxy or in person, or, in the event that the special meeting is held by means of remote communication, virtually (including by abstaining), or fail to instruct your broker on how to vote, such failure will have the same effect as voting against the proposal to approve the merger.

The approval of the proposal regarding the non-binding, advisory vote on the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger, and the approval of the proposal regarding any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger, each requires the affirmative vote of a majority of the votes cast on the proposal. Approval of these proposals is not a condition to completion of the mergers. For the purpose of each of these proposals, if you fail to vote by proxy or in person, or, in the event that the special meeting is held by means of remote communication, virtually, or fail to instruct your broker on how to

vote, it will not have any effect on the outcome of such proposals, assuming a quorum is otherwise present at the meeting. Abstentions, while present for purposes of determining presence of a quorum, are not considered votes cast and therefore will have no other effect on the outcome of these proposals.

In order for your shares of common stock to be voted, if you are a stockholder of record, you must either return the enclosed proxy card, authorize your proxy or voting instructions by telephone or through the Internet or vote in person at the special meeting, or, in the event that the special meeting is held by means of remote communication, virtually.

As of the record date, our directors and executive officers owned and are entitled to vote an aggregate of approximately 1,265,316 of our shares of common stock, entitling them to exercise approximately 1.1% of the voting power of our shares of common stock entitled to vote at the special meeting. Our directors and executive officers have informed us that they intend to vote the shares of common stock that they own in favor of the proposal to approve the merger, in favor of the proposal regarding the non-binding, advisory vote on the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger and in favor of the proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger, although they have no obligation to do so.

Votes cast by proxy or in person at the special meeting, or, in the event that the special meeting is held by means of remote communication, virtually, will be counted by the person appointed by us to act as inspector of election for the special meeting. The inspector of election will also determine the number of shares of common stock represented at the special meeting, in person, or, in the event that the special meeting is held by means of remote communication, virtually, or by proxy.

Holders of record of our common stock may vote or cause their shares to be voted by proxy using one of the following methods:

Regardless of whether you plan to attend the special meeting, we request that you authorize a proxy for your shares of common stock as described above as promptly as possible.

Under NYSE rules, all of the proposals in this proxy statement are non-routine matters, so there can be no broker non-votes at the special meeting. A broker non-vote occurs when shares held by a bank, broker, trust or other nominee are represented at a meeting, but the bank, broker, trust or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Accordingly, if you own shares of common stock through a broker, bank or other nominee (i.e., in “street name”), you must provide voting instructions in accordance with the instructions on the voting instruction card that your broker, bank or other nominee provides to you, as brokers, banks and other nominees do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. You should instruct your broker, bank or other nominee as to how to vote your shares of common stock following the directions contained in such voting instruction card. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank or other nominee who can give you directions on how to vote your shares of common stock. If you hold your shares of common stock through a broker, bank or other nominee and wish to vote in person at the special meeting, or, in the event that the special meeting is held by means of remote communication, virtually, you must obtain a “legal proxy,” executed in your favor, from the broker, bank or other nominee (which may take several days). Because the proposal to approve the merger requires the affirmative vote of the holders of common stock entitled to cast a majority of all the votes entitled to be cast on the matter, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote “AGAINST” the proposal to approve the merger. Because the approval of each of (1) the non-binding, advisory proposal regarding compensation and (2) the proposal to adjourn the special meeting if necessary or appropriate requires the affirmative vote of a

majority of the votes cast on such proposal, and because your bank, broker, trust or other nominee does not have discretionary authority to vote on either proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on approval of either proposal, assuming a quorum is otherwise present.

If you authorize a proxy, your shares of common stock will be voted at the special meeting as you indicate on your proxy. If no instructions are indicated when you authorize your proxy, your shares of common stock will be voted in accordance with the recommendations of our board of directors. Our board of directors recommends that you vote “FOR” the proposal to approve the merger, “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger and “FOR” the proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger.

You may revoke your proxy at any time, but only before the proxy is voted at the special meeting, in any of three ways:

Attendance at the special meeting will not, in itself, constitute revocation of a previously granted proxy. If you own shares of common stock in “street name,” you may revoke or change previously granted voting instructions by following the instructions provided by the broker, bank or other nominee that is the registered owner of the shares.

Pursuant to our bylaws and Maryland law, only the matters set forth in the Notice of Special Meeting may be brought before the special meeting.

We will bear the cost of solicitation of proxies for the special meeting. In addition to the use of mails, proxies may be solicited by personal interview, telephone, facsimile, e-mail or otherwise, by our officers, directors and other employees, for which they will not receive additional compensation. We have engaged Innisfree to assist in the solicitation of proxies for a fee of $25,000, plus reimbursement of out-of-pocket expenses, and we have agreed to indemnify Innisfree against certain losses, costs and expenses. We also will request persons, firms and corporations holding shares of common stock in their names, or in the names of their nominees, that are beneficially owned by others to send or cause to be sent proxy materials to, and obtain proxies from, such beneficial owners and will reimburse such holders for their reasonable expenses in so doing.

Although it is not currently expected, the special meeting may be adjourned for the purpose of soliciting additional proxies if the holders of a sufficient number of shares of common stock are not present at the special meeting, in person, or, in the event that the special meeting is held by means of remote communication, virtually or by proxy, to constitute a quorum or if we believe it is reasonably likely that the merger will not be approved at the special meeting when convened on December 2, 2021, or when reconvened following any adjournment. Pursuant to our bylaws, if a quorum is not present, the stockholders entitled to vote at the special meeting, present in person, or, in the event that the special meeting is held by means of remote communication, virtually, or by proxy, will have the power to adjourn the meeting without notice other than announcement at the meeting. Any adjournments may be made to a date not more than 120 days after the original record date without notice (other than by an announcement at the special meeting), subject to certain restrictions in the merger agreement, including that the special meeting generally may not be recessed, adjourned or postponed on more than two separate occasions and may not be recessed, adjourned or postponed by more than 10 business days on any such occasion without Parent’s prior written consent, not to be unreasonably withheld, conditioned or delayed. See “Proposal 3 – Proposal to Approve Adjournment of the Meeting.”

In addition, at any time prior to convening the special meeting, we may postpone the special meeting for any reason without the approval of our stockholders to a date not more than 120 days after the original record date (subject to the restrictions in the merger agreement described above).

Under the terms of the merger agreement, the PIMCO Funds will acquire Columbia and our subsidiaries, including Company OP, through the merger of Parent with and into Columbia and the merger of Merger Sub with and into Company OP. Pursuant to the terms of the merger agreement, Merger Sub will merge with and into Company OP, with Company OP continuing as the surviving entity. Promptly following the effective time of the partnership merger, Parent will merge with and into Columbia, with Columbia continuing as the surviving entity.

Columbia’s management and board of directors regularly review our performance and prospects in light of the current business, economic, capital markets and real estate environments, as well as developments in the office REIT sector and the opportunities and challenges facing participants in the office REIT sector. These reviews have included consideration, from time to time, of potential strategic alternatives, including potential acquisitions, dispositions, equity raises, debt issuances, stock buybacks, joint ventures and business combination transactions, as well as remaining an independent standalone company. The board of directors and management have also considered various challenges that we have faced as a public company, including the challenges currently facing the office REIT sector, including the impact of Covid-19 and government and private business responses to Covid-19.

In December 2020, Columbia received a non-public legal notice (the “nomination notice”) from Arkhouse Equities LLC and its affiliate Arkhouse Partners LLC (collectively, “Arkhouse”), a New York-based real estate private equity firm, setting forth Arkhouse’s intention to replace a majority of Columbia’s board of directors with Arkhouse’s competing slate of six nominees and accordingly control Columbia with its selected nominees. Arkhouse’s nomination notice and nominee paperwork stated that Arkhouse may seek to engage with management and the board of directors regarding transactions in which Arkhouse may seek to participate and potentially engage (as a purchaser or investor). Subsequent to Columbia’s receipt of the nomination notice, Mr. Mills and Gavriel Kahane, the chief executive officer of Arkhouse, met in person and telephonically on multiple occasions to discuss Arkhouse’s intentions with respect to Columbia.

On March 18, 2021, Columbia received a public, unsolicited, non-binding acquisition proposal from a consortium composed of Arkhouse Partners LLC, AS8888 LLC, an entity of The Sapir Organization (“Sapir) and 8F Investment Partners Pte. Ltd. (“8F” and together with Arkhouse and Sapir, the “Arkhouse Group”). The non-binding proposal stated that the Arkhouse Group was interested in acquiring all of the outstanding shares of common stock of Columbia for $19.50 per share in cash, subject to due diligence and other terms and conditions, and did not disclose whether committed financing had been secured for the proposed transaction or any terms thereof. In the weeks prior to the submission of the Arkhouse Group proposal, the members of the Arkhouse Group had entered into a cooperation arrangement seeking the election of a competing slate of six nominees for election to the Columbia board of directors at the 2021 annual meeting of stockholders (the “2021 annual meeting”), as previously proposed by Arkhouse, and the nominations remained outstanding at the time the Arkhouse Group publicly disclosed its proposal to acquire Columbia.

Following its receipt of the Arkhouse Group’s proposal, on March 18, 2021, the board of directors convened a meeting during which with Columbia’s financial advisor, Morgan Stanley & Co. LLC (“Morgan Stanley”), and counsel, Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) were present. At the meeting, representatives of Wachtell Lipton reviewed with the board of directors its fiduciary duties in considering the Arkhouse Group’s proposal. The board of directors, with representatives of Morgan Stanley and Wachtell Lipton, discussed the terms of the Arkhouse Group’s proposal, including the key terms and conditions of the proposal, the credibility and financing likelihood of the proposal given that the Arkhouse Group had not previously acquired an office REIT or any public company, and the likelihood that the proposal could result in a transaction with Columbia that would be in the best interests of the company and its stockholders. The board also discussed with management and advisors the business environment and pandemic-related considerations, including as to go-forward risks and implications for business opportunities. Following discussion, the board of directors instructed management and Columbia’s advisors to reach out to Arkhouse’s counsel to make inquiries regarding the Arkhouse Group’s proposal, in order to help facilitate the board of directors’ assessment and evaluation of the proposal, including requesting further information regarding the Arkhouse Group’s debt and equity financing sources and capabilities, and the business relationships among the consortium parties and their strategic intentions with respect to the proposal.

On March 24, 2021, at Columbia’s invitation, Mr. Kahane, Alex Sapir, president and chief executive officer of Sapir, and Stephane Farouze, chairman and founder of 8F, met with Nelson Mills, Columbia’s president and chief executive officer, and Constance Moore, chair of the Columbia board of directors. Also present at the meeting were representatives of each party’s advisors, including representatives of Morgan Stanley, Wachtell Lipton and legal advisors to the Arkhouse Group. In addition, representatives of Goldman Sachs & Co. LLC (“Goldman Sachs”) attended the meeting as the Arkhouse Group’s intended financial advisor, subject to the parties agreeing to pursue a transaction on a friendly basis and entrance into an engagement letter with Goldman Sachs. Goldman Sachs was not ultimately engaged as financial advisor to the Arkhouse Group. At the meeting, Messers. Kahane, Sapir and Farouze reiterated their interest in entering into a transaction in which the Arkhouse Group would acquire all of the outstanding common stock of Columbia. Messers. Kahane, Sapir and Farouze praised the quality of Columbia’s real estate assets and explained that the Arkhouse Group was interested in becoming a long-term operator of office REIT assets. The representatives of the Arkhouse Group indicated that they would be prepared to provide further information on its debt and equity financing sources and the terms of such financing if Columbia agreed to enter into a confidentiality agreement with the Arkhouse Group in order to maintain the confidentiality of certain sensitive non-public financing-related information. During the meeting, Messers. Kahane, Sapir and Farouze noted that the consortium was also willing to engage in constructive discussions on withdrawing its slate of nominee directors at Columbia’s 2021 annual meeting if the parties continued to make progress in discussions with respect to the Arkhouse Group’s proposal to acquire Columbia.

Over the following days, Columbia and the Arkhouse Group, with the assistance of their respective counsel, negotiated the terms of a confidentiality agreement relating to Arkhouse’s financing information, which was executed on April 6, 2021.

On March 31, 2021, the board of directors convened a meeting, at which representatives of Morgan Stanley and Wachtell Lipton were present, to further discuss the proposal from the Arkhouse Group and to review and assess the office REIT environment and Columbia’s business prospects, outlook and strategic alternatives. During the meeting, representatives of Morgan Stanley provided the board of directors with an update on the most recent discussions with representatives of the Arkhouse Group and reviewed with the board of directors the terms of the Arkhouse Group’s proposal, valuation analyses of the Arkhouse Group proposal as well as market and analyst reactions to the proposal. Morgan Stanley also provided the board of directors with an overview of ongoing trends in the office REIT sector, reviewed Columbia’s stock performance and implied valuation relative to its peers and examined Columbia’s business outlook as well as certain forward-looking financial information prepared by Columbia’s management team for 2021 through 2024 and an illustrative forward share price analysis. Morgan Stanley also provided the board of directors with an overview of Columbia’s standalone and strategic alternatives, including a list of potential transaction counterparties and potential strategic growth transactions with various partners. At the meeting, the board of directors determined that Columbia should continue to finalize the confidentiality agreement with the Arkhouse Group and should make further inquiries with respect to the Arkhouse Group’s financing commitments in connection with its proposal to acquire the Company. The board of directors further determined that it would continue to evaluate the Arkhouse Group’s proposal and whether to proceed with a full strategic review process that would involve outreach to other potential transaction counterparties.

On April 7, 2021, the board of directors convened a meeting during which representatives of Morgan Stanley and Wachtell Lipton were present. During the meeting, management noted that since the public announcement of the Arkhouse Group’s proposal, Columbia’s management and members of the board of directors had engaged in discussions with certain Columbia stockholders, several of whom had indicated their preference to see Columbia commence a strategic review process, with outreach to other potential transaction parties, to fully assess its options. Representatives of Morgan Stanley provided the board of directors with an update on discussions with the Arkhouse Group, including the absence of committed financing. Representatives of Wachtell Lipton provided the board of directors with an overview of its fiduciary duties and of potential next steps, noting that the board of directors could decide to proceed to negotiate a definitive agreement with the Arkhouse Group, subject to a customary fiduciary termination right, or, alternatively, undertake a strategic review process involving outreach to other potential transaction counterparties before entering into any transaction, taking into account, among other things, the likelihood that the Arkhouse Group would be able to secure financing for its proposal and the likelihood that its proposal would be the best proposal the Company would expect to receive. Following discussion, the board of directors determined that Columbia should proceed with a strategic review process involving outreach to other potential counterparties while continuing to progress discussions with the Arkhouse Group.

On April 8, 2021, Columbia issued a press release announcing that it had commenced a review of its business, strategies and positioning, including undertaking a comprehensive strategic alternatives review process that would include outreach to, and identification of, potential transaction counterparties. Over the next few days, members of Columbia’s management and representatives of Morgan Stanley assembled a list of prospective counterparties to contact in connection with the strategic review process.

On April 15, 2021, representatives of Morgan Stanley commenced outreach to potential counterparties to solicit their interest in a potential transaction with Columbia. During this process, Morgan Stanley contacted 88 potential counterparties (including Arkhouse), including a wide range of strategic acquirers, private equity firms and other investment management firms, including parties that had independently expressed possible interest in engaging in a transaction with Columbia and Columbia’s existing joint venture partners.

On April 16, 2021, the board of directors convened a meeting, at which representatives of Morgan Stanley and Wachtell Lipton were present, to discuss updates on the strategic review process. Representatives of Morgan Stanley provided an update on the outreach process, noting that of the 88 parties contacted, over 20 parties had expressed interest in entering into a confidentiality agreement with Columbia in order to gain access to preliminary due diligence materials. A number of contacted parties declined to pursue the opportunity to consider a transaction with Columbia, citing various reasons including insufficient capital and lack of strategic interest in an investment in the office REIT sector. Morgan Stanley also noted that it had continued to engage with representatives of the Arkhouse Group’s potential financial advisor, Goldman Sachs, on the strategic review process. Representatives of Wachtell Lipton provided the board of directors with an update on recent conversations with counsel to the Arkhouse Group, including that the Arkhouse Group was continuing to review and assess its nominee slate for the 2021 annual meeting. Following discussion, the board of directors determined that Columbia’s management and advisors should continue to proceed with the strategic review process, including discussions with the Arkhouse Group, and to reconvene the following week to discuss further updates.

On April 23, 2021, the board of directors convened a meeting, with representatives of Morgan Stanley and Wachtell Lipton present, to further discuss the strategic review process. Wachtell Lipton noted that the Arkhouse Group had offered to withdraw its nominee slate for the 2021 annual meeting, subject to certain conditions, including being granted access to due diligence materials alongside other participants in the strategic review process. Representatives of Morgan Stanley provided the board of directors with an update on the outreach process, noting that a combination of strategic and financial bidders had expressed interest in Columbia and that bidders who had entered into a confidentiality agreement with Columbia would be granted access to an electronic data room containing preliminary due diligence materials. Following further discussion, the board of directors determined to authorize entry into the proposed transaction confidentiality agreement between Columbia and the Arkhouse Group, which, following negotiations between the parties, provided for, among other things, the withdrawal of the Arkhouse Group’s slate of nominees for the 2021 annual meeting. The board of directors also instructed its advisors and management to continue the strategic review process, with the board of directors to reconvene for a further update during the following week. On April 28, 2021, Columbia and the Arkhouse Group entered into a confidentiality agreement pursuant to which the Arkhouse Group agreed to withdraw its slate of nominee directors for election at the 2021 annual meeting and Columbia provided access to due diligence materials and an opportunity to participate in the strategic review process alongside other interested bidders.

During the period between April 19, 2021 and May 19, 2021, with the assistance of Wachtell Lipton, Columbia executed 35 confidentiality agreements with interested bidders. These confidentiality agreements generally included customary standstill provisions (which did not prohibit the bidders from privately requesting waivers of such provisions). In addition, during this period, members of Columbia’s management, together with representatives of Morgan Stanley, made available through the electronic data room, on a rolling basis, an anonymized list of due diligence questions that had been submitted by interested bidders and responses to these questions. In addition, Eastdil Secured, L.L.C. (“Eastdil”), a financial advisor retained by Columbia with expertise on real estate matters, was available to engage with bidders to further discuss diligence-related matters. Representatives of Morgan Stanley also periodically contacted interested bidders to discuss their evaluation of the Company in connection with the strategic review process and to answer diligence related questions.

On May 4, 2021, representatives of Morgan Stanley delivered a process letter to each of the 26 bidders who had entered into a confidentiality agreement with Columbia through that date, which letter provided for a first round bid deadline of June 2, 2021. Thereafter, representatives of Morgan Stanley delivered the process letter to each of the nine bidders who subsequently entered into confidentiality agreements with Columbia.

On May 5, 2021, the board of directors convened a meeting during which representatives of Morgan Stanley, Wachtell Lipton and J.P. Morgan Securities LLC (“JP Morgan”), a financial advisor to Columbia, were present to discuss updates on the strategic review process. Representatives of Morgan Stanley provided the board of directors with an update on the strategic review process, including the process letter that had been delivered to bidders and the confidentiality agreements that were still being negotiated and finalized among the remaining interested bidders. The board of directors instructed Columbia’s advisors to continue finalizing confidentiality agreements with interested bidders and agreed to reconvene for a further update on the status of the strategic review process later in May 2021. Columbia subsequently entered in a confidentiality agreement, dated May 12, 2021, with a subsidiary of a fund managed by PIMCO.

On May 19, 2021, the board of directors convened a meeting during which representatives of Morgan Stanley, Wachtell Lipton and JP Morgan were present to discuss updates on the strategic review process. Representatives of Morgan Stanley provided the board of directors with an update, including regarding the confidentiality agreements with interested parties. All bidders that had entered into a confidentiality agreement with Columbia had been provided access to the electronic data room and a copy of the process letter notifying them of the first round bid deadline. At that time, 55 potential transaction counterparties that had been contacted in connection with the strategic review process had declined to pursue a transaction with Columbia, citing various reasons including a lack of interest in investing in urban office assets, a lack of available capital to acquire a public company of Columbia’s size, possible interest in acquiring only a limited subset of Columbia’s assets but not in acquiring the company as a whole, or possible interest in participating in a transaction but not as a lead acquiror. Representatives of Morgan Stanley also provided the board of directors with an update on the due diligence process, including areas of focus of interested parties, and reviewed the performance of Columbia common stock since the public announcement of the Arkhouse Group’s takeover proposal. Following discussion, the board of directors determined to reconvene after first round bids were received.

On June 3, 2021, Sapir and 8F notified Columbia and its advisors that they had decided to withdraw from the Arkhouse Group and ceased pursuing or financing the proposed transaction with Columbia. The Arkhouse Group’s proposed debt financing source also withdrew its proposed financing commitment at an offer price of $19.50. Mr. Kahane separately conveyed to Morgan Stanley that Sapir and 8F had indicated that they might be prepared to proceed with a potential transaction, but at a reduced value of approximately $18.50 per share.

On June 5, 2021, the board of directors convened a meeting during which representatives of Morgan Stanley, Wachtell Lipton and JP Morgan were present to discuss updates on the strategic review process and the results of the first round bids. Of the 35 bidders that had entered into confidentiality agreements with Columbia, four had submitted written proposals to acquire Columbia and another four had submitted verbal indications of interest to acquire Columbia. The written proposals included offers to acquire Columbia ranging from approximately $15.93 per share in stock to $19.55 per share in cash, subject to various terms, conditions and contingencies. The verbal indications included proposals to acquire Columbia ranging from approximately $14.00 to approximately $18.35 per share in cash. In addition, four other bidders provided written or verbal indications of interest in certain specific assets of Columbia, but declined to provide proposals to acquire Columbia in its entirety. The Arkhouse Group did not submit a proposal prior to the first round bid deadline, but requested additional time to identify and secure new sources of debt and equity financing (following the decision of Sapir, 8F and its original financing source to withdraw from the process) and formalize a potential bid at $19.50 per share. Representatives of Morgan Stanley provided an overview of the terms of each written and verbal proposal, including economic terms, financing considerations, the strategic intentions of the interested bidders, due diligence requirements conveyed by the bidders, anticipated timing to negotiate and execute definitive documentation, and other terms, conditions and process matters. In addition, Morgan Stanley reviewed the performance of Columbia’s common stock since the public disclosure of the Arkhouse Group’s intention to nominate a competing slate of director nominees and reviewed financial analyses of the proposals submitted to Columbia, including in comparison to selected valuation reference points. Representatives of Morgan Stanley also provided an update on discussions with Arkhouse, including with respect to its potential new sources of financing. Following discussion, the board of directors determined to provide Arkhouse with additional time to submit a proposal at $19.50 per share and seek to obtain financing for its proposal while advancing the three other bidders, the PIMCO Funds and parties referred to as “Party A” and “Party B,” that had submitted the most attractive proposals, subject to their acknowledgement of Columbia’s valuation expectations, to a second round in which all four remaining participants would be permitted to conduct additional due diligence, including engaging in discussions with members of management, in connection with refining their proposals to acquire the Company.

On June 7, 2021, the remaining bidders were provided access to a second round data room that included additional due diligence materials relating to Columbia. On June 10, 2021, Arkhouse submitted commitment letters from its proposed equity financing sources and a preliminary unsigned commitment letter from its proposed debt financing source. During the period between June 7, 2021 and July 7, 2021, the remaining bidders conducted due diligence meetings with members of Columbia’s management and representatives of Morgan Stanley and Eastdil. Three of the four remaining bidders also conducted multiple onsite asset tours with members of Columbia’s management.

On June 21, 2021, representatives of Morgan Stanley delivered a second round process letter and a copy of a draft merger agreement prepared by Wachtell Lipton to each of the remaining bidders. The second round process letter requested markups of the merger agreement by July 7, 2021 and best and final bids by July 12, 2021.

On June 24, 2021, the board of directors convened a meeting to discuss the strategic review process, at which representatives of Morgan Stanley, Wachtell Lipton and JP Morgan were present. At the meeting, representatives of Morgan Stanley provided the board of directors with an update on the second round of the strategic review process, including an overview of ongoing diligence investigations, which included due diligence calls and additional information regarding Columbia’s joint ventures with Allianz and its acquisition of Normandy Real Estate Management, LLC, as well as feedback received from each of the four parties that had been advanced to the second round. Representatives of Morgan Stanley also reviewed the performance of Columbia’s common stock since the public disclosure of the Arkhouse Group’s intention to nominate a competing slate of director nominees and provided an overview of next steps, including the request to the remaining bidders to submit best and final offers by July 12, 2021. Mr. Mills also discussed with the board of directors potential business plan and strategic alternatives, including the sale of individual assets, share repurchases and other potential alternatives, as well as the ongoing impact of the Covid-19 pandemic in context of Columbia’s operations and strategic review process.

On June 30, 2021 Party A, which was one of the four bidders that had been advanced to the second round, communicated to representatives of Morgan Stanley a revised valuation proposal of “high seventeen dollars” per share, down from approximately $18.35 that had been verbally proposed following the initial round of bids, on the basis of its assessments, valuation frameworks and due diligence investigation of the Company. Thereafter, Party A ceased its evaluation of a potential transaction based on feedback to Party A that it would likely need to increase its revised proposal to make it competitive and attractive to Columbia. In early July 2021, Party B, another of the four bidders that had been advanced to a second round, communicated to representatives of Morgan Stanley a valuation of “high seventeen dollars” per share, reduced from Party B’s proposal of $19.55 per share that it had submitted in connection with the initial round of bids, based in part of its assessment of required capital expenditures and potential transaction costs. Thereafter, Party B ceased further due diligence of the Company and declined to submit a second round proposal based on feedback to Party B that it would likely need to increase its revised proposal to make it competitive and attractive to Columbia.

On July 7, 2021, the board of directors convened a meeting to discuss the strategic review process during which representatives of Morgan Stanley, Wachtell Lipton and JP Morgan were present. Representatives of Morgan Stanley discussed with the board of directors that Party A had provided feedback indicating that it was unable to further improve on its proposal and was expected to cease participating in the process, and that Party B’s interest in the transaction had also appeared to wane, with very limited due diligence conducted by Party B or other engagement by Party B in the transaction process. The two other remaining bidders, Arkhouse and the PIMCO Funds, remained actively engaged in the process, although both had indicated that they were under time pressure with respect to the July 12, 2021 second round bid deadline. The board engaged in a discussion regarding the transaction process and, based on the feedback from the remaining bidders, determined to extend the deadline for second round proposals to July 26, 2021 to provide the remaining bidders with additional time to finalize their second round bids.

Also on July 7, 2021, Arkhouse’s counsel submitted a markup of the draft merger agreement to Wachtell Lipton.

On July 18, 2021, representatives of Goldman Sachs indicated to Morgan Stanley that Goldman Sachs would be serving as a financial advisor, in addition to a potential financial source, to the PIMCO Funds.

On July 22, 2021, the PIMCO Funds’ counsel, Latham & Watkins, LLP (“Latham”), submitted a markup of the draft merger agreement to Wachtell Lipton.

On July 26, 2021, Arkhouse’s counsel submitted an updated markup of the draft merger agreement to Wachtell Lipton, and Arkhouse submitted a proposal to acquire Columbia for $19.50 per share in cash, but its proposal did not include any debt financing (whether committed or otherwise) and provided Columbia with limited recourse in the event Arkhouse failed to secure financing for the transaction. Arkhouse indicated that it was in the process of obtaining the required debt financing.

On July 28, 2021, the PIMCO Funds submitted a written proposal to acquire Columbia at $18.50 per share in cash, consistent with its first round proposal, which offer was not subject to financing contingencies. The PIMCO Funds’ proposal contemplated that Columbia would be permitted to pay its regular quarterly cash dividend for the third quarter, but would not be permitted to pay quarterly dividends thereafter.

On July 28, 2021, the board of directors convened a meeting to discuss the results of the second round bids, with representatives of Morgan Stanley, Wachtell Lipton and JP Morgan present. Of the four bidders invited to the second round, Arkhouse and the PIMCO Funds had submitted second round written proposals. Arkhouse had submitted a written proposal to acquire Columbia at $19.50 per share in cash, and the PIMCO Funds had submitted a written proposal with a value of $18.50 per share in cash. During the meeting, representatives of Morgan Stanley discussed with the board of directors in further detail the terms and conditions of each of the proposals and reviewed the performance of Columbia’s common stock since the public disclosure of the Arkhouse Group’s intention to nominate a competing slate of director nominees and other financial analyses. Representatives of Wachtell Lipton provided the board of directors with an overview of the proposed revisions to the merger agreement received from counsel to each of the PIMCO Funds and Arkhouse, including the terms and conditions proposed by each bidder, and explained that further discussions and negotiations would be needed before a definitive agreement could be reached with either party. Among the key differences between the Arkhouse and the PIMCO Funds markups were the proposed financing arrangements, the size of termination fees that would be payable by the parties upon termination of the agreements under certain circumstances, including, in the case of Arkhouse, a significantly lower reverse termination fee that would be payable by Arkhouse, as compared to the fee proposed by the PIMCO Funds, in the event of a termination of the merger agreement under certain circumstances, and, in the case of the PIMCO Funds, a proposal for a closing condition relating to receipt of certain waivers and consents from certain of Columbia’s contractual counterparties. Following discussion, the board of directors instructed representatives of Morgan Stanley to convey to the PIMCO Funds that Columbia would not proceed with a transaction with the PIMCO Funds based on their most recent proposal. The board of directors also agreed to provide Arkhouse with additional time to attempt to secure financing for its proposal.

Following the July 28, 2021 board of directors meeting, representatives of Morgan Stanley conveyed to the PIMCO Funds that Columbia was not prepared to engage further on their proposal unless the PIMCO Funds improved its value. Representatives of Morgan Stanley also conveyed to representatives of Arkhouse that Columbia was willing to allow Arkhouse to have some additional time to seek to secure financing for the transaction. Representatives of Morgan Stanley had engaged with Arkhouse’s proposed debt financing sources multiple times in the weeks leading up to the July 26, 2021 bid deadline, including a telephonic meeting on July 6, 2021.

On August 4, 2021, representatives of Morgan Stanley had a telephonic meeting with representatives of the PIMCO Funds and representatives of its financial advisor, Goldman Sachs, to discuss balance sheet assumptions and working capital matters relating to Columbia.

On August 6, 2021, following further discussions between Morgan Stanley, the PIMCO Funds and members of Columbia’s management, the PIMCO Funds submitted a revised proposal of $19.50 per share in cash, the terms of which allowed Columbia to pay its third quarter dividend but no quarterly dividends thereafter, which proposal would expire on August 10, 2021 if Columbia did not inform the PIMCO Funds that it would proceed with the PIMCO Funds’ proposal. Later that day, the board of directors convened a meeting, during which representatives of Morgan Stanley and Wachtell Lipton were present, to discuss the revised the PIMCO Funds proposal. The board of directors determined that Columbia should proceed to work with the PIMCO Funds to negotiate a potential transaction given that the PIMCO Funds had increased its proposal and Arkhouse’s proposal continued to not be fully financed and Arkhouse had not yet provided assurance that it would be able to secure financing for the transaction.

On August 9, 2021, representatives of Morgan Stanley reached out to representatives of the PIMCO Funds and communicated Columbia’s intention to move forward with a transaction at $19.50 per share, subject to certain

requirements, including (1) removal of any closing conditions relating to third party waivers, (2) a “material adverse effect” definition acceptable to Columbia and (3) a lower termination fee payable by Columbia, and a higher reverse termination fee payable by Parent, than had been proposed by the PIMCO Funds.

On August 10, 2021, Wachtell Lipton sent a revised markup of the merger agreement to Latham. Over the next several days, the parties exchanged markups of the merger agreement and other definitive transaction documents, including drafts of the equity commitment letter and the limited guarantee from funds affiliated with the PIMCO Funds and a draft of the JV Sale Agreement pursuant to which Company OP’s equity interests in Columbia REIT – University Circle, LP and Columbia REIT – 221 Main Street, LP would be sold to Allianz, subject to and immediately prior the completion of the partnership merger, with the net proceeds of such sale to be used to fund all or a portion of the Special Dividend and REIT Dividend that would reduce, on a per share basis, the merger consideration. In addition, during the several days following August 10, 2021, representatives of the PIMCO Funds, Latham and Goldman Sachs also continued to conduct their due diligence review of Columbia. During this period, Arkhouse and representatives of Arkhouse contacted representatives of Morgan Stanley on multiple occasions, and these communications indicated that Arkhouse had not yet secured committed financing for a transaction.

On August 28, 2021, the board of directors convened a meeting during which representatives of Morgan Stanley, Wachtell Lipton and JP Morgan were present. At the meeting, Mr. Mills provided the board of directors with an update on the discussions and negotiations with the PIMCO Funds, noting that the PIMCO Funds had taken additional time to conduct further due diligence and negotiate the transaction documentation. Representatives of Wachtell Lipton provided the board of directors with an update on the status of the merger agreement and the other definitive agreements and the remaining open issues, including a proposal by the PIMCO Funds that any cash dividends paid to holders of common stock and Company OP Common Units (following the regular third quarter dividend), as well as certain special cash dividends that would be payable in connection with the closing of the transaction at the request of Parent, would reduce, on a dollar-for-dollar basis, the merger consideration and the Company OP Common Unit Payment Amount paid to such holders. Wachtell Lipton also reviewed with the board of directors the directors’ fiduciary duties with respect to the considering and approving the transaction. In addition, representatives of Morgan Stanley reviewed and discussed updated preliminary financial analyses with respect to Columbia and the potential transaction, including the performance of Columbia common stock since the public announcement of the Arkhouse Group’s takeover proposal, the Columbia Projections, as updated to reflect changes in the second quarter of 2021, an illustrative forward share price analysis of Columbia’s common stock, research analyst price and net asset value targets, comparable public companies analysis, net asset value analysis, discounted cash flow analysis, analyses of premiums paid in comparable precedent transactions and a take private analysis. The board of directors directed management and Columbia’s advisors to continue to seek resolution of the remaining outstanding issues with the PIMCO Funds’ proposal.

On August 30, 2021, representatives of the PIMCO Funds communicated to representatives of Morgan Stanley that the PIMCO Funds had completed its due diligence review and it intended to proceed with a transaction to acquire the Company, but revised its proposal to $19.25 per share in cash on the basis of its final due diligence review and ongoing uncertainty regarding the impact of Covid-19 on the office REIT sector.

On August 31, 2021, the board of directors convened a meeting, at which representatives of Morgan Stanley, Wachtell and JP Morgan were present, to discuss the PIMCO Funds’ revised proposal. Representatives of Morgan Stanley explained that in addition to the change in value of the PIMCO Funds’ proposal, the PIMCO Funds had also proposed a right for the PIMCO Funds to delay closing by 125 days from signing in order to provide time to complete any pending Divestiture Transactions and that the payment of one or more special cash dividends to holders of common stock and Company OP Common Units, which dividends would reduce, on a dollar-for-dollar basis, the merger consideration and the Company OP Common Unit Payment Amount paid to such holders. Representatives of Morgan Stanley explained to the board of directors that while the revised proposal lowered the consideration payable to stockholders, the revised offer was still attractive based on the preliminary financial analyses done by Morgan Stanley. In addition, representatives of Morgan Stanley informed the board of directors that Arkhouse had yet to provide Columbia with a fully financed proposal or assurance that it would be able to secure financing for its proposal. Following discussion, the board of directors instructed management and representatives of Morgan Stanley to convey to the PIMCO Funds that Columbia was prepared to accept a revised proposal, but requested a value greater than $19.25 per share and entry into, and announcement of, the transaction without any further delay.

During conversations on August 31, 2021, Mr. Mills and representatives of Morgan Stanley communicated to the PIMCO Funds that the board of directors was prepared to proceed with a transaction at a revised value, but

requested additional value through a higher price and/or the ability to pay additional quarterly dividends if the closing of the transaction did not occur within the expected timeframe. The PIMCO Funds subsequently countered with a revised proposal of $19.30 per share in cash, without any ability for the Company to pay additional quarterly dividends, other than its third quarter dividend.

On September 1, 2021, the board of directors held a meeting to review the PIMCO Funds’ revised proposal. Following discussion with representatives of Morgan Stanley and Wachtell Lipton, the board of directors determined to accept the PIMCO Funds’ revised offer, subject to finalizing the merger agreement on a satisfactory basis and announcing the transaction in a timely manner.

Subsequent to the board of directors meeting, representatives of the PIMCO Funds, with the assistance of Latham, and representatives of Columbia, with the assistance of Morgan Stanley and Wachtell Lipton, negotiated and resolved the remaining open terms and finalized the merger agreement and other transaction documents.

On September 6, 2021, the board of directors convened a meeting to review the final terms of the merger agreement and transaction terms. At the direction of the board of directors, representatives of Morgan Stanley reviewed a letter summarizing its relationships with Columbia and the PIMCO Funds, which had previously been provided to the board of directors and was discussed at the meeting. Representatives of Morgan Stanley reviewed and discussed updated financial analyses with respect to Columbia and the potential transaction, including the performance of Columbia common stock, the Columbia Projections, an illustrative forward share price analysis, research analyst price and net asset value targets with respect to Columbia, comparable public companies analysis, net asset value analysis, discounted cash flow analysis, analyses of premiums paid in comparable precedent transactions and a take private analysis. Representatives of Wachtell Lipton provided the board of directors with a summary of the proposed final terms of the merger agreement and reviewed with the board of directors its duties under Maryland law. At the request of the board of directors, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing by delivery of a written opinion to the board of directors dated September 6, 2021 that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the merger consideration to be received by the holders of shares of our common stock pursuant to the merger agreement was fair from a financial point of view to such holders of shares of our common stock. For additional information regarding the fairness opinion of Morgan Stanley, see “— Opinion of Our Financial Advisor.”

Following discussion, during which the directors considered the matters reviewed and discussed at that meeting and prior meetings, including factors described under the section of this proxy statement entitled “— Reasons for the Mergers,” the board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement were advisable and fair to and in the best interests of Columbia and its stockholders, and unanimously approved the merger agreement, the mergers and the other transactions contemplated by the merger agreement and recommended that stockholders approve the merger agreement.

Following the board of directors’ approval, the parties finalized the merger agreement and other transaction documents on September 6, 2021, and on September 7, 2021, prior to the opening of trading on the NYSE, Columbia, Company OP, Parent and Merger Sub executed and delivered the merger agreement and other transaction documents and the parties issued a joint press release announcing entry into the transaction.

In reaching its decision to approve the merger agreement, declare the merger agreement and the transactions contemplated by the merger agreement, including the merger, to be advisable and in the best interests of Columbia and our stockholders and to recommend approval of the merger to our stockholders, the board of directors consulted with Columbia’s senior management team, as well as Columbia’s financial and legal advisors, and considered a number of factors, including the following material factors that the board of directors viewed as supporting its decision to approve the merger agreement, declare the merger agreement and the transactions contemplated by the merger agreement, including the merger, to be advisable and in the best interests of Columbia and our stockholders and to recommend approval of the merger to our stockholders:

The board of directors also considered the following potentially negative factors in its consideration of the merger agreement and the merger:

The foregoing discussion of the factors considered by the board of directors is not intended to be exhaustive, but rather includes the material factors considered by the board of directors. In reaching its decision to approve the merger agreement, declare the merger agreement and the transactions contemplated by the merger agreement, including the merger, to be advisable and in the best interests of Columbia and our stockholders and to recommend approval of the merger to our stockholders, the board of directors did not quantify or assign any relative weights to, and did not make specific assessments of, the factors considered, and individual directors may have given different weights to different factors. The board of directors did not reach any specific conclusion with respect to any of the factors or reasons considered.

The above factors are not presented in any order of priority. The explanation of the factors and reasoning set forth above contain forward-looking statements and should be read in conjunction with the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Our board of directors has unanimously approved the merger agreement and declared the merger agreement and the transactions contemplated by the merger agreement, including the merger, to be advisable and in the best interests of Columbia and our stockholders. Our board of directors recommends that you vote “FOR” the proposal to approve the merger, “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger, and “FOR” the proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger.

As a matter of general practice, due to the unpredictability of the underlying assumptions and estimates inherent in preparing financial projections, we do not publicly disclose detailed projections as to our anticipated financial position or results of operations, other than providing, from time to time, estimated ranges for the then- current fiscal year of certain expected financial results and operational metrics in our supplemental information packages and other investor materials.

However, in connection with the evaluation of a possible transaction, our management prepared certain forward-looking financial information for Columbia on a consolidated basis. In March 2021, our management team prepared certain forward-looking financial information for Columbia on a consolidated basis for 2021 through 2025, and this information was made available to our board of directors and to Morgan Stanley, as well as to representatives of participants in our strategic review process, including the PIMCO Funds, on a consolidated basis for 2021 through 2024. In June 2021, this information was updated to provide forward-looking financial information for Columbia on a consolidated basis for 2026, in addition to 2021 through 2025 (we refer to such information for 2021 through 2026 as the “Columbia Projections”). The Columbia Projections are summarized below. The Columbia Projections were provided to the board of directors and to Morgan Stanley for use in connection with its financial analyses and fairness opinion. The Columbia Projections were substantially consistent with the forward-looking financial information previously prepared in March 2021, with no changes to the projected cash flows from Columbia’s real estate assets, and with the differences being (1) a reduction in projected third-party capital under management for future speculative development projects (and associated development fee revenue) beginning in 2022 and (2) a change to the non-cash accounting treatment of Columbia’s projected 2022 capital expenditures that did not change projected cash flows. Given the minimal difference in projected cash flows between the two sets of projections and identical projected cash flows from real estate assets, our management believes the differences between the forward-looking financial information previously prepared in March 2021 and the Columbia Projections is immaterial.

These financial projections were not intended for public disclosure, and, accordingly, do not necessarily comply with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public

Accountants for preparation and presentation of financial forecasts or generally accepted accounting principles, or generally accepted accounting principles (“GAAP”). Neither our independent registered public accounting firm nor any other independent accountants have audited, compiled or performed any procedures with respect to these financial projections nor expressed an opinion or any form of assurance on these financial projections or their achievability, and they assume no responsibility for such projections. Summaries of these financial projections are included in this proxy statement only because the projections were made available to our board of directors, Morgan Stanley and/or representatives of participants in our strategic review process, including the PIMCO Funds, as described in this proxy statement. The inclusion of these financial projections in this proxy statement does not constitute an admission or representation by us that the information is material.

In the view of our management, these financial projections were prepared on a reasonable basis reflecting management’s best available estimates and judgments regarding our future financial performance at the time they were prepared. These financial projections have been included only to reflect information made available at the time of certain events and decisions to our board of directors, Morgan Stanley and/or representatives of participants in our strategic review process, including the PIMCO Funds, and are not facts and should not be relied upon as indicative of actual future results, and you are cautioned not to rely on these financial projections. Some or all of the assumptions that have been made in connection with the preparation of these financial projections may have changed since the respective dates they were prepared. Neither we nor any of our affiliates, advisors or other representatives assumes any responsibility for the validity, reasonableness, accuracy or completeness of these financial projections. Neither we nor any of our affiliates has updated, revised or corrected or intends to update, revise or correct, and each disclaims any obligation to update, revise or correct, these financial projections if any or all of them have become or become inaccurate (even in the short term) since the time of their preparation. These considerations should be taken into account in reviewing these financial projections, which were prepared as of earlier dates.

These financial projections do not reflect changes in general business or economic conditions since the time they were prepared, changes in our businesses or prospects since the time they were prepared, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the financial projections were prepared, and these financial projections are not necessarily indicative of current values or future performance, which may be significantly more favorable or less favorable than as set forth below and should not be regarded as a representation that the financial forecasts will be achieved. These financial projections also reflect assumptions as to certain business decisions that are subject to change. In addition, our future financial performance may be affected by our ability to successfully implement a number of initiatives to improve our operations and financial performance and our ability to achieve strategic goals, objectives and targets over the applicable periods.

Because these financial projections reflect subjective judgment in many respects, they are susceptible to multiple interpretations and frequent revisions based on actual experience and business developments. These financial projections also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. These financial projections constitute forward-looking information and are subject to a wide variety of significant risks and uncertainties that could cause the actual results to differ materially from the projected results. For additional information on factors that may cause our future financial results to materially vary from the projected results summarized below, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” Accordingly, there can be no assurance that the projected results summarized below will be realized or that actual results will not differ materially from the projected results summarized below, and these financial projections cannot be considered a guarantee of future operating results and should not be relied upon as such. Neither we nor our affiliates or advisors or any other person has made any representation to any of our stockholders or any other person regarding our actual performance compared to the results included in these financial projections. We have not made any representation to the PIMCO Funds or its affiliates or the funds it or they manage, in the merger agreement or otherwise, concerning financial projections.

These financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in our public filings with the SEC. These financial projections do not take into account any circumstances or events occurring after the date they were prepared, including the mergers or any other transactions contemplated by the merger agreement. Further, these financial projections do not take into account the effect of any failure of the mergers to be consummated and should not be viewed as accurate or continuing in that context.

Certain of these financial projections were not prepared in accordance with GAAP, including Property Cash NOI, Adjusted EBITDA, Normalized FFO per Share, AFFO per Share and Unlevered Free Cash Flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Our calculation of non-GAAP financial measures may differ from others in the industry, and Property Cash NOI, Adjusted EBITDA, Normalized FFO per Share, AFFO per Share and Unlevered Free Cash Flow are not necessarily comparable with similar titles used by other companies. The non-GAAP financial measures used in the these financial projections were relied upon by Morgan Stanley for purposes of its fairness opinion and by the board of directors in connection with its consideration of the mergers. Financial measures provided to a financial advisor are excluded from the definition of non-GAAP financial measures and, therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by Morgan Stanley for purposes of its fairness opinion or by the board of directors in connection with its consideration of the mergers. Accordingly, we have not provided a reconciliation of the financial measures included in these financial projections above.

We do not intend to update or otherwise revise the above financial projections to reflect circumstances existing after the dates when they were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such unaudited prospective financial information are no longer appropriate.

We retained Morgan Stanley to provide us with financial advisory services in connection with the proposed merger. We selected Morgan Stanley to act as our financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, and its knowledge of the business and affairs of Columbia. As part of this engagement, our

board of directors requested that Morgan Stanley evaluate the fairness from a financial point of view of the merger consideration to be received by the holders of shares of common stock pursuant to the merger agreement. On September 6, 2021, at a meeting of our board of directors, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing by delivery of a written opinion to our board of directors dated September 6, 2021, that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the merger consideration to be received by the holders of shares of our common stock pursuant to the merger agreement was fair from a financial point of view to such holders of shares of our common stock.

The full text of the written opinion of Morgan Stanley, dated as of September 6, 2021, is attached to this proxy statement as Annex B and is hereby incorporated into this proxy statement by reference in its entirety. You should read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. We encourage you to read the entire opinion and the summary of Morgan Stanley’s opinion below carefully and in their entirety. This summary of the opinion of Morgan Stanley set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion. Morgan Stanley’s opinion is directed to our board of directors, in its capacity as such, addresses only the fairness of the merger consideration to be received by the holders of shares of our common stock pursuant to the merger agreement from a financial point of view to such holders as of the date of the opinion and does not address any other aspects or implications of the mergers. Morgan Stanley’s opinion was not intended to, and does not, constitute a recommendation to any holder of shares of our common stock as to how to vote at the special meeting to be held in connection with the mergers or whether to take any other action with respect to the mergers. Morgan Stanley was not requested to opine as to, and its opinion did not in any manner address the relative merits of, the transactions contemplated by the merger agreement as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available, nor did it address the underlying business decision of Columbia to enter into the merger agreement or proceed with any other transaction contemplated by the merger agreement.

In connection with rendering its opinion, Morgan Stanley, among other things:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by Columbia, and formed a substantial basis for its opinion. With respect to the Columbia Projections, Morgan

Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of our management of the future financial performance of Columbia and Morgan Stanley expressed no opinion on such projections. In addition, Morgan Stanley assumed that the mergers and the other transactions contemplated by the merger agreement would be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Parent would obtain equity and debt financing in accordance with the terms set forth in the Commitment Letters and that the transactions contemplated by the JV Sale Agreement would be consummated immediately prior to the closing of the mergers; provided, however, Morgan Stanley expressed no opinion as to the terms of such equity and debt financing or the terms or conditions upon which it is obtained and Morgan Stanley did not express any view on, and its opinion did not address, any other term or aspect of the merger agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection therewith, including the JV Sale Agreement. Morgan Stanley also assumed that the definitive merger agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed mergers, no delays, limitations, conditions or restrictions would be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed mergers. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Columbia and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Columbia’s officers, directors or employees, or any class of such persons, relative to the merger consideration to be received by the holders of shares of our common stock in the transaction. Morgan Stanley also expressed no opinion as to the relative fairness of any consideration to be paid pursuant to the merger agreement to holders of any other equity securities of Columbia or Company OP. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Columbia, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter to our board of directors dated September 6, 2021. The following summary is not a complete description of the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Furthermore, mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using the data referred to below.

For purposes of Morgan Stanley’s opinion and the analyses described below, the merger consideration was assumed to be $19.30 per share in cash and did not take into account the $0.21 per share regular quarterly cash dividend that Columbia paid on September 15, 2021 to holders of shares of common stock, Company OP Common Units and Company OP Series A Preferred Units.

Morgan Stanley reviewed available public market trading price targets for our common stock by four equity research analysts that provided a price target for Columbia prior to September 3, 2021. Morgan Stanley reviewed the most recent price target published by each of the analysts prior to such date. These targets reflect each analyst’s estimate of the future public market trading price of our common stock at the time the price target was published. Based on this review, Morgan Stanley noted that the equity research analysts had the following range of price targets, as compared to the merger consideration of $19.30 per share:

Morgan Stanley also reviewed available equity research analyst estimates of net asset value (which we also refer to as NAV) per share of common stock of Columbia prior to September 3, 2021. Morgan Stanley reviewed the most recent estimates of net asset value per share published by three of the same analysts that published price targets prior to such date. Based on this review, Morgan Stanley noted that the equity research analysts had the following range of estimates of net asset value per share of common stock of Columbia, as compared to the merger consideration of $19.30 per share:

The public market trading price targets and estimates of net asset value per share published by equity research analysts do not necessarily reflect current market trading prices for our common stock, and these targets and estimates are subject to uncertainties, including the future financial performance of Columbia and future financial market conditions. Moreover, the net asset value per share estimates published by equity research analysts typically do not account for the costs required to execute a merger. Such costs include transfer taxes, debt breakage costs, compensation costs trigged by a change of control, the liquidation preference due to the holders of the convertible perpetual preferred units of our Company OP in excess of any per share merger consideration, professional and advisory fees, and other miscellaneous costs. Morgan Stanley estimated these costs at a range of $3.07 to $3.50 per share.

Morgan Stanley reviewed and compared certain publicly available and internal financial information, publicly available and internal ratios and publicly available market multiples relating to Columbia with equivalent publicly available data for companies that share similar business characteristics with Columbia to derive an implied equity value reference range for Columbia. Morgan Stanley reviewed the following publicly-traded companies (which we refer to as selected companies): Boston Properties, Inc., Douglas Emmett, Inc., Empire State Realty Trust, Inc., Hudson Pacific Properties, Inc., Kilroy Realty Corporation, Paramount Group, Inc., SL Green Realty Corp. and Vornado Realty Trust.

For purposes of this analysis, Morgan Stanley analyzed certain statistics for each of these companies for comparison purposes, including the ratios of share price to consensus Wall Street research analyst (which we refer to as Street consensus) estimated funds from operations, which we refer to as FFO, for calendar year 2022 and share price to Street consensus estimated adjusted funds from operations, which we refer to as AFFO, for calendar year 2022. Morgan Stanley also analyzed for each of these companies the premium or discount represented by the ratio of share price to Street consensus estimated NAV per share and the capitalization rate implied by each of these companies’ share prices and Green Street’s estimates of net operating income over the next 12 months. The multiples, ratio and implied capitalization rate for each of the selected companies were calculated using their respective closing prices on September 3, 2021 and were based on the most recent publicly available information, Street consensus estimates, and Green Street estimates as of September 3, 2021. Morgan Stanley derived a range for each metric using the mean value for each statistic for the applicable comparable companies as a midpoint and setting a range using (1) 1.0x above and below that midpoint for share price to 2022 estimated FFO and share price to 2022 estimated AFFO, (2) 5% above and below the midpoint for the premium or discount of share price to Street consensus estimated NAV per share and (3) 0.25% above and below the midpoint for the Green Street implied capitalization rate. Morgan Stanley selected these ranges based on its professional judgment after reviewing the selected companies’ ranges for each metric and the historical ranges of Columbia for each metric.

Morgan Stanley then used these multiple and percentage ranges to derive separate implied per share equity value reference ranges for Columbia using each of the metrics reviewed by applying the range derived from the comparable companies for each metric to the corresponding Company metrics. For the ratio of share price to estimated NAV per share, Morgan Stanley applied the percentage range to both Street consensus NAV per share for Columbia and our management’s estimated NAV per share for Columbia. The following table reflects the results of this analysis:

Based on this analysis, Morgan Stanley derived the following selected implied per share equity value reference range for Columbia based on lowest and highest values across the implied per share equity value reference ranges for each metric set forth above. This analysis indicated the following implied per share equity value reference range for a share of common stock of Columbia, as compared to the merger consideration of $19.30 per share:

No company utilized in the comparable company analysis is identical to Columbia. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, which are beyond Columbia’s control, such as the impact of competition on Columbia and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of Columbia or the industry, or in the financial markets in general. Mathematical analysis (such as determining the average or medium) is not in itself a meaningful method of using comparable company data.

Morgan Stanley analyzed the value of Columbia as a function of the net value of its assets. Morgan Stanley based its net asset value analysis on our management’s estimates of asset value as of June 30, 2021. Morgan Stanley calculated the estimated net asset value per share of common stock of Columbia by applying a range of 5% above and below management’s estimates of asset value for its operating real estate (implying market capitalization rates as of June 30, 2021 of 4.7% to 5.2% on 2022 estimated net operating income of $193.1 million) and 10% above and below management’s estimates of asset value for its development in progress, which ranges were selected based on, among other factors, asset quality, location, current and projected occupancy levels, research capitalization rates, development risk (where applicable), and discussions with management of Columbia. Morgan Stanley added the estimated value of Columbia’s cash, investment management and asset management platform and other tangible assets from our balance sheet and deducted debt and other liabilities from the aggregate value of Columbia’s assets. Additionally, Morgan Stanley deducted the estimated costs required to consummate the mergers. An implied per share equity value reference range for Columbia was then calculated based on the range of our net asset values derived from such analysis divided by the number of fully diluted shares of common stock outstanding as of August 30, 2021. This analysis indicated the following implied per share equity value reference range for each share of common stock of Columbia, net of estimated transaction costs, as compared to the merger consideration of $19.30 per share:

Morgan Stanley performed a discounted cash flow analysis, which is designed to imply a value of a company by calculating the present value of estimated future unlevered free cash flows and terminal value of the company. The “unlevered free cash flows” or “free cash flows” refer to a calculation of the future cash flows of an asset without including, in such calculation, any debt-servicing costs. The present value of a terminal value, representing the value

of unlevered free cash flows beyond the end of the forecast period, is added to arrive at a total aggregate value. Outstanding debt and non-controlling interests is subtracted and outstanding cash is added to arrive at an equity value. The equity value is then divided by the number of fully diluted shares of common stock, in order to arrive at an implied equity value per share.

Morgan Stanley calculated ranges of implied equity values per share of common stock, based on a discounted cash flow analysis utilizing Company management projections.

The unlevered free cash flows from June 30, 2021 through the end of 2025 were discounted to present value using a range of discount rates from 6.6% to 7.7% representing Columbia’s weighted average cost of capital. The weighted average cost of capital was determined utilizing the capital asset pricing model to calculate Columbia’s cost of equity and utilizing Columbia’s current weighted average interest rate on its current indebtedness to calculate Columbia’s cost of debt.

Morgan Stanley then calculated a range of implied terminal enterprise values of Columbia as of December 31, 2025 by applying a range of implied exit capitalization rates of 5.6% to 6.2% to the forecasted net operating income of Columbia for the 12 months ending December 31, 2026. The range of capitalization rates was selected using the mean Green Street implied capitalization rate for the comparable selected companies as of September 3, 2021 at the high end and for the five year period ending September 3, 2021 at the low end. The implied terminal enterprise value of Columbia was then discounted to present value using a range of Columbia’s weighted average cost of capital as the discount rates. This present value of the implied terminal enterprise value of Columbia was then added to the implied present value of the unlevered free cash flows as described above, subtracting outstanding debt and non-controlling interests and adding outstanding cash as of June 30, 2021, and dividing by the number of fully diluted shares of common stock as of August 30, 2021, all as provided by Columbia’s management.

This analysis implied the following range for Columbia’s common stock, as compared to the merger consideration of $19.30 per share:

Morgan Stanley calculated the premiums paid in these transactions over the applicable unaffected stock price of the acquired company (i.e., the amount by which the price that the purchaser paid for the shares of the target exceeded the unaffected market price of such shares), which represents the volume weighted average stock price for the ten trading days ending five trading days prior to the announcement of such precedent transactions, or ending five trading days prior to the last unaffected trading date for the target for precedent transactions in which market rumors or other relevant news impacted the target’s share price prior to transaction announcement. Morgan Stanley noted that the mean of the premiums paid in these precedent transactions was 17%.

Based on the results of this analysis and the premiums paid in precedent transactions as outlined above, Morgan Stanley applied a premium range of 10% to 22% based on the observed fourth quartile and first quartile, respectively, to the last unaffected price for Columbia’s common stock of $15.18 on March 12, 2021, the last unaffected trading date for Columbia’s common stock prior to it being affected by Columbia’s announcement that Arkhouse Equities LLC had submitted to Columbia a notice of nomination of six candidates to stand for election to Columbia’s board of directors, which resulted in the following implied common stock equity value range of Columbia, as compared to the merger consideration of $19.30 per share:

No company or transaction utilized in the premiums paid analysis is identical to Columbia or the mergers. The fact that points in the range of implied value per share of Columbia derived from the valuation of premiums paid in precedent transactions were less than or greater than the consideration is not necessarily dispositive in connection with Morgan Stanley’s analysis of the consideration for the merger, but is one of many factors Morgan Stanley considered.

Morgan Stanley performed a hypothetical take-private analysis to determine the prices at which a financial sponsor might effect a leveraged buyout of Columbia under current market conditions assuming two different hypothetical buyers: a highly leveraged buyer and a core-plus buyer. In preparing this analysis, Morgan Stanley utilized the projections prepared by the management of Columbia and calculated net operating income from June 30, 2021 through December 31, 2025. Morgan Stanley based its analysis on the projections provided by our management and assumed a December 31, 2025 exit at a range of market capitalization rates of 5.1% to 5.3%. In addition, Morgan Stanley assumed: (1) for its analysis of each of the hypothetical highly leveraged buyer and the hypothetical core-plus buyer, that (A) the acquisition occurred on June 30, 2021 based on June 30, 2021 financial statements, (B) the buyer assumes the mortgage for the Market Square property at a 1% assumption cost, (C) 50% savings relative to our management’s projections in general and administrative expenses, (D) a 4.5-year hold period and (E) the potential impact of any property tax resets are disregarded, (2) for its analysis of the hypothetical highly leveraged buyer, that (A) the buyer incurs new commercial mortgage-backed securities debt in connection with the transaction in an aggregate principal amount resulting in a loan-to-value ratio of 50% for Columbia’s properties owned in joint ventures with Allianz and 75% for the remainder of Columbia’s properties, (B) the buyer incurs approximately $415 million in costs in connection with the transaction and (C) the buyer is targeting a levered internal rate of return

of 15% to 17% and (3) for its analysis of the hypothetical core-plus buyer, that (A) the buyer assumes Columbia’s outstanding unsecured notes, (B) the buyer incurs new commercial mortgage-backed securities debt in connection with the transaction in an aggregate principal amount resulting in a loan-to-value ratio of approximately 50% for Columbia’s properties owned in joint ventures with Allianz and 55% for the remainder of Columbia’s properties, (C) the buyer incurs approximately $335 million in costs in connection with the transaction and (D) the buyer is targeting a levered internal rate of return of 10% to 12%. Based upon these assumptions, Morgan Stanley calculated the following implied per share equity value reference range for our common stock, as compared to the merger consideration of $19.30 per share:

Morgan Stanley reviewed our stock price performance during the 52 weeks ending September 3, 2021, and volume weighted average stock price during the 30-trading day and 90-trading day periods ending March 12, 2021, the last unaffected trading date for Columbia’s common stock prior to it being affected by Columbia’s announcement that Arkhouse Equities LLC had submitted to Columbia a notice of nomination of six candidates to stand for election to Columbia’s board of directors. Based on this review, Morgan Stanley noted that the Columbia common stock had traded in the following ranges over the applicable 52-week period ending September 3, 2021, and the 30-trading day and 90-trading day periods ending March 12, 2021, as compared to the merger consideration of $19.30 per share:

Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of these analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Columbia.

In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters. These include, among other things, the impact of competition on the businesses of Columbia and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Columbia, or the industry, or in the financial markets in general. Many of these assumptions are beyond the control of Columbia. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the merger consideration to be received by the holders of shares of our common stock pursuant to the merger agreement, and in connection with the delivery of its opinion as of September 6, 2021 to our board of directors. These analyses do not purport to be appraisals or to reflect the prices at which our shares of common stock might actually trade.

The merger consideration was determined through arm’s-length negotiations between Columbia and Parent and was unanimously approved by our board of directors. Morgan Stanley did not recommend any specific form or amount of merger consideration to us or our board of directors, or that any specific merger consideration constituted

the only appropriate consideration for the merger. Morgan Stanley was not requested to opine as to, and its opinion does not in any manner address, the underlying business decision of Columbia to proceed with or effect the mergers or the likelihood of consummation of the mergers, nor does it address the relative merits of the mergers as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion was not intended to, and does not, express an opinion or a recommendation as to how any holder of shares of our common stock should vote at the special meeting to be held in connection with the mergers, or as to any other action that a holder of shares of our common stock should take relating to the mergers.

Morgan Stanley’s opinion and presentation to our board of directors was one of many factors taken into consideration by our board of directors in deciding to approve the mergers and other transactions contemplated by the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of our board of directors with respect to the merger consideration or of whether our board of directors would have been willing to agree to different merger consideration.

Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions and may trade or otherwise structure and effect transactions, for its own account or the accounts of its customers, in debt or equity securities or loans of Parent or any of its affiliates, Columbia or any other company, or any currency or commodity, that may be involved in the mergers, or any related derivative instrument. In addition, Morgan Stanley, its affiliates, directors and officers may have committed and may commit in the future to invest in private equity funds managed by affiliates of Parent.

Under the terms of its engagement letter, Morgan Stanley provided our board of directors with financial advisory services and a financial opinion, and we have agreed to pay Morgan Stanley an aggregate fee equal to approximately $33 million, $3 million of which has already been paid for Morgan Stanley’s delivery of its fairness opinion and other financial advisory services, and the remaining portion of which is payable upon the closing of the mergers. We have also agreed to reimburse Morgan Stanley for its expenses, including fees of outside counsel and other professional advisors, incurred in performing its services. In addition, we have agreed to indemnify Morgan Stanley and its affiliates, their respective officers, directors, employees and agents and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, relating to, arising out of or in connection with Morgan Stanley’s engagement.

Morgan Stanley has provided financial advisory and financing services to Columbia and its affiliates and, in the two years prior to August 19, 2021, received fees of approximately $5 million to $15 million in the aggregate in connection with such services. Morgan Stanley has provided financial advisory and financing services to the PIMCO Funds and their majority-controlled affiliates identified by Morgan Stanley and, in the two years prior to August 19, 2021, received fees of approximately $5 million to $15 million in connection with such services. Morgan Stanley has advised us that it may also seek in the future to provide financial advisory and financing services to Columbia, the PIMCO Funds or their respective affiliates and would expect to receive fees for the rendering of those services. The information disclosed in this paragraph is based upon information provided to us by Morgan Stanley.

Parent anticipates that the total funds needed to complete the mergers, including the funds needed to:

will be funded through a combination of:

Parent has obtained the equity commitment letter and the debt commitment letter and entered into the partnership interest purchase agreement, each as described below. The funding under these commitment letters and the partnership interest purchase agreement is subject to certain conditions, including conditions that do not relate directly to the merger agreement. Those amounts might be insufficient if, among other things, one or more of the parties to the commitment letters or the partnership interest purchase agreement fails to fund the committed amounts in breach of such commitment letters or the partnership interest purchase agreement or if the conditions to the commitments to fund the full amounts set forth in such commitment letters or the partnership interest purchase agreement are not met. The failure of Parent to obtain any portion of the committed financing (or alternative financing) is likely to result in the failure of the mergers to be consummated. In that case, Parent may be obligated to pay a termination fee to the Company, as described under “The Merger Agreement—Termination Fees.” The Sponsors entered into a limited guarantee discussed below under “The Merger Agreement —Guaranty and Remedies” in favor of the Company to guarantee Parent’s payment obligations with respect to such termination fee.

The Company also has certain rights to cause the Sponsors to fund its equity commitment to Parent.

The consummation of the mergers is not subject to any financing conditions, although funding of the financing is subject to the satisfaction of the conditions set forth in the commitment letters and the JV Sale Agreement under which the financing will be provided.

Parent and Merger Sub have entered into an equity commitment letter with the Sponsors, dated September 7, 2021, pursuant to which the Sponsors have committed to contribute to Parent and Merger Sub, at or prior to the closing of the mergers, up to an amount equal to $1.32 billion.

The Sponsors’ obligations to fund the equity financing contemplated by the equity commitment letter are generally subject to (1) all conditions to the obligations of Parent under the merger agreement to consummate the mergers having been satisfied or waived in accordance with the terms and conditions thereof (2) the substantially concurrent consummation of the mergers in accordance with the terms and conditions in the merger agreement, (3) the prior or substantially concurrent receipt of the debt financing contemplated by the debt commitment letter and (4) the prior or substantially concurrent consummation of the JV Sale Transaction on terms and conditions in the JV Sale Agreement (provided that this clause (4) condition will not limit the ability of the Company to seek to enforce the equity funding obligation if the parties are concurrently seeking enforcement of the obligation of the Buyer under the JV Sale Agreement).

The obligation of the Sponsors to fund the equity financing commitment will automatically terminate with respect to a specific Sponsor, upon payment of its applicable portion of the obligation and, with respect to all Sponsors, upon the earliest to occur of (1) closing of the merger, (2) termination of the merger agreement in accordance with its terms and (3) assertion by the Company or Company OP of a claim against a Sponsor, Sponsor affiliate or Parent affiliate under or in connection with the merger agreement, other than a claim (i) against Parent or Merger Sub pursuant to and in accordance with the merger agreement, (ii) against one or more Sponsors pursuant to and in accordance with the terms of the guarantee, (iii) against the counterparty to the Confidentiality Agreement pursuant to and in accordance with the terms thereof or (iv) against any party to the JV Sale Agreement pursuant to and in accordance with the terms thereof.

On September 7, 2021, the Sponsors received a debt commitment letter from Goldman Sachs Bank USA, Deutsche Bank AG, New York Branch and Citi (which refers to Citigroup Global Markets Inc., Citibank, N.A., Citigroup Global Markets Realty Corp., Citicorp USA, Inc., Citicorp North America, Inc., Citi Real Estate Funding

Inc. and/or any of their affiliates as may be appropriate to consummate the transactions contemplated by the debt commitment letter) (collectively, the “Lenders”) to make and fund, upon the terms and subject to the conditions set forth in the debt commitment letter, multiple first mortgage loans and, in the discretion of the Lenders, mezzanine loans with an estimated aggregate principal amount of up to $2.504 billion (collectively, the “Loans”). The “Borrower” refers to existing or to-be-formed special-purpose, bankruptcy-remote, single-member Delaware limited liability companies that will own the properties that will secure the Loans (the “Properties”).The Loans for various Properties or groups of Properties will consist of multi-asset commercial mortgage-backed securities, single-asset commercial mortgage-backed securities and balance sheet loans. In the Lenders’ sole discretion, either before or after closing, all or any of the Loans may be bifurcated into mortgage loans and one or more levels of mezzanine debt secured by direct and/or indirect equity interests in the mortgage borrower.

The debt commitment letter permits the Lenders to terminate the obligations to fund one or more Loans under the debt commitment letter in certain circumstances, including, but not limited to:

The obligation of the Lenders to make the Loans is subject to certain conditions, including, but not limited to:

To the extent there exists prior to the closing of the Loans any material defects, material environmental conditions or shortfalls of the Lenders’ required due diligence (other than with respect to “know-your-customer” diligence and related matters, as described above), including ground lease matters, title matters, condominium matters or casualty or condemnation matters, or any Property otherwise would not meet customary securitization and/or syndication standards, the Lenders may establish special reserves at closing, and such special reserves may impact the total amount of loan proceeds available at closing. The Lenders’ obligation to close and fund the Loans is further conditioned upon the payment of all fees and expenses then due and payable to the Lenders under the debt commitment letter.

Parent, Company OP and Allianz have entered into a partnership interest purchase agreement, dated September 7, 2021 (the “JV Sale Agreement”), pursuant to which Company OP’s equity interests in Columbia REIT— University Circle, LP and Columbia REIT – 221 Main Street, LP will be sold to Allianz for an aggregate payment of $500.5 million in cash, with the net proceeds of such sale to be used to fund all or a portion of the Special Dividend and REIT Dividend. In the event that the merger agreement is terminated, the JV Sale Agreement will automatically terminate without further obligation of any party thereunder.

Allianz’s obligation to close is conditioned on consummation of the portion of the debt financing, consisting of the mortgage financing of the property known as 1800 M. Washington D.C., delivery of customary closing documentation, no injunction or law that enjoins, prohibits or makes illegal the consummation of the JV Sale Transaction, and all conditions to the merger being satisfied or waived in accordance with the merger agreement terms.

In considering the recommendation of our board of directors to vote in favor of the proposal to approve the merger, our stockholders should be aware that our directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of our stockholders generally. Our board of directors was aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement, in reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement (including the merger), and in recommending to our stockholders that the merger agreement be approved. Such interests are described below. The merger will be a “change in control” for purposes of the executive compensation and benefit plans and agreements described below.

Our executive officers who are named executive officers for purposes of the discussion below are E. Nelson Mills (Chief Executive Officer and President), James A. Fleming (Executive Vice President—Chief Financial Officer), Jeffrey K. Gronning (Executive Vice President—Chief Investment Officer), Kevin A. Hoover (Executive Vice President—Portfolio Management) and Wendy W. Gill (Senior Vice President—Chief Accounting Officer). We do not have any executive officers who are not named executive officers.

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above, and do not reflect certain compensation actions that may occur before completion of the merger.

Immediately prior to the merger effective time, each restricted share award granted under Columbia’s equity plan that is outstanding immediately prior to the merger effective time will be cancelled in exchange for a cash payment in an amount equal to (1) the number of shares of common stock subject to the restricted share award immediately prior to the merger effective time multiplied by (2) the merger consideration, without interest and less any applicable withholding taxes and reduced to reflect the payment of REIT Dividends or Additional Dividends (which will be payable in respect of such restricted common stock), if any.

Immediately prior to the merger effective time, each performance unit award covering common stock granted under Columbia’s equity plan that is outstanding immediately prior to the merger effective time will be cancelled in exchange for a cash payment in an amount equal to (1) the number of shares of common stock subject to the performance unit award immediately prior to the merger effective time as determined based on the achievement of performance goals at the greater of (A) target performance and (B) actual performance through the latest practicable date prior to the closing date multiplied by (2) the merger consideration, without interest and less any applicable withholding taxes. Performance unit awards will not be entitled to receive REIT Dividends, Additional Dividends or Special Dividends, if any, and, accordingly, the merger consideration payable in respect of the performance unit awards will not be reduced to reflect the payment of REIT Dividends or Additional Dividends.

See the section entitled “Quantification of Potential Payments and Benefits to Our Named Executive Officers in Connection with the Merger” beginning on page 54 of this proxy statement for an estimate of the value of each of our named executive officer’s unvested Columbia equity awards. Our non-employee directors do not hold any unvested equity awards.

In connection with the partnership merger, each Company OP Series A Preferred Unit issued and outstanding and owned by a holder other than Columbia immediately prior to the partnership merger effective time will be automatically cancelled and converted into the right to receive the Company OP Series A Preferred Unit Payment Amount. The holders of Company OP Series A Preferred Units have expressly waived their right to receive any Additional Dividends, Special Dividends or REIT Dividends to which they might otherwise be entitled.

Unvested Company OP Series A Preferred Units are held by one of our named executive officers, Jeffrey K. Gronning, and one of our non-employee directors, Francis X. Wentworth, Jr. Such unvested Company OP Series A Preferred Units will be entitled to the treatment described above in connection with the partnership merger.

See the section entitled “Quantification of Potential Payments and Benefits to Our Named Executive Officers in Connection with the Merger” beginning on page 54 of this proxy statement for an estimate of the value of Mr. Gronning’s unvested Company OP Series A Preferred Units. Based on the assumptions described above under “—Certain Assumptions,” the estimated value of the unvested Company OP Series A Preferred Units held by Mr. Wentworth is $3,890,168.

Columbia sponsors the Executive Severance and Change of Control Plan (the “Severance Plan”), which covers each of its named executive officers. Under the Severance Plan, each of our named executive officers will be eligible for change in control severance benefits upon a termination of employment by Columbia without “cause,” or a resignation by the named executive officer for “good reason,” in either case, within 12 months following a change in control of Columbia, or during the period after our board of directors approves a change in control transaction and ending on the date on which a change in control transaction is consummated or is terminated or abandoned, subject to such named executive officer’s execution of a general release of claims.

The severance benefits under the Severance Plan are:

In addition, the Severance Plan provides that upon a qualifying termination of employment any unvested time-based equity awards will vest immediately, and any unvested equity awards that are subject to subsequent performance-based vesting conditions will vest, if at all, in accordance with the terms of the applicable award agreement. However, as described above, all unvested Columbia equity awards will be paid out at the merger effective time in accordance with the terms of the merger agreement.

Pursuant to the terms of each named executive officer’s participation letter relating to the Severance Plan, each named executive officer is subject to noncompetition and nonsolicitation covenants that apply during employment and for a period of 12 months (or 18 months for the Chief Executive Officer) following termination of employment for any reason, except that the noncompetition covenant does not apply following a termination that occurs during the 12-month period following a change in control.

The Severance Plan includes a so-called “better net after-tax cutback” provision providing that, if the compensation and benefits payable to the named executive officer in connection with a change in control would be subject to an excise tax under Section 4999 of the Code, such amounts will either be paid in full or reduced to the level that would avoid application of the excise tax, whichever would place the named executive officer in a better after-tax position. For any named executive officer whose compensation and benefits would be reduced by operation of this provision, Columbia intends to enter into an agreement with such named executive officer to provide a supplemental severance payment as consideration for the named executive officer’s agreement to comply with a noncompetition covenant for 12 months (or 18 months for the Chief Executive Officer) following termination of employment for any reason, including a termination that occurs during the 12-month period following the closing. For each named executive officer, the amount of the supplemental severance payment would not in any event exceed the amount of the reduction applicable to such named executive officer’s compensation and benefits as a result of the better net after-tax cutback provision.

See the section entitled “Quantification of Potential Payments and Benefits to Our Named Executive Officers in Connection with the Merger” beginning on page 54 of this proxy statement for the estimated amounts that each of our named executive officers would receive under the Severance Plan upon a qualifying termination of employment following a change in control of Columbia.

Pursuant to the merger agreement, Columbia may, on the earlier to occur of the date on which Columbia and its subsidiaries would pay annual bonuses for calendar year 2021 in the normal course and a date that is within five business days prior to the merger effective time, pay a 2021 annual cash bonus in respect of the portion of the 2021 calendar year elapsed prior to the closing date to each annual bonus eligible Columbia employee, with the amount of each such bonus determined by Columbia in its discretion, provided that the aggregate amount of such bonus payments must not exceed the aggregate target 2021 annual bonus amount for all eligible Columbia employees multiplied by a fraction, the numerator of which is the number of days elapsed in 2021 prior to the closing date and the denominator of which is 365. If the closing date occurs on or after February 1, 2022, then within five business days prior to the merger effective time, Columbia and its subsidiaries may pay a prorated annual cash bonus in respect of the portion of the 2022 calendar year ending on the closing date to each annual bonus eligible Columbia employee, with the amount of each such prorated bonus determined by Columbia in its discretion, provided that the aggregate amount of such prorated bonus payments must not exceed the aggregate target 2022 annual bonus amount for all eligible Columbia employees multiplied by a fraction, the numerator of which is the number of days elapsed in 2022 through the closing date and the denominator of which is 365.

See the section entitled “Quantification of Potential Payments and Benefits to Our Named Executive Officers in Connection with the Merger” beginning on page 54 of this proxy statement for the estimated amount of the prorated bonus payment that each of our named executive officers would receive under the terms of the merger agreement.

Any of our named executive officers who become officers or employees or who otherwise are retained to provide services to Parent or the Surviving Company may, prior to, on, or following the closing, enter into new individualized compensation arrangements with Parent or the Surviving Company and may participate in cash or equity incentive or other benefit plans maintained by Parent or the Surviving Company. As of the date of this proxy statement, no new individualized compensation arrangements between our named executive officers and Parent or the Surviving Company have been established or offered.

Pursuant to the terms of the merger agreement, our non-employee directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the merger. Such indemnification and insurance coverage is further described in the section entitled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance” beginning on page 76 of this proxy statement.

The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each of our named executive officers that is based on, or otherwise relates to, the merger. For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “Interests of Our Directors and Executive Officers in the Merger” above.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before completion of the merger. For purposes of calculating such amounts, the following assumptions were used:

We are unaware of any material federal, state or foreign regulatory requirements or approvals that are required for the execution of the merger agreement or the completion of either the merger or the partnership merger, other than the acceptance for record of the articles of merger and certificates of merger with respect to the mergers by the State Department of Assessments and Taxation of Maryland and the Secretary of State of the State of Delaware. For further information regarding the timing of the closing of the mergers, see “The Merger Agreement — Effective Times; Closing Date.”

Following announcement of the mergers, purported stockholders of the Company have filed four lawsuits relating to the mergers. These lawsuits are Frank Battaglia v. Columbia Property Trust, Inc., et al., No. 21-08553, filed in the United States District Court for the Southern District of New York; Jeffrey Justice v. Columbia Property Trust, Inc., No. 21-08328, filed in the United States District Court for the Southern District of New York; Shiva Stein v. Columbia Property Trust, Inc., No. 21-08252, filed in the United States District Court for the Southern District of New York; and Bradley Wasser v. Columbia Property Trust, Inc., et al., No. 21-05792, filed in the United States District Court for the Eastern District of New York. All four complaints name as defendants the Company and the Company’s board of directors. The Stein complaint names, in addition, Company OP. The complaints allege that all defendants have violated Section 14(a) of the Exchange Act, and rules promulgated thereunder, by filing with the SEC a false or misleading proxy statement in connection with the mergers. The complaints further allege that the individual defendants have violated Section 20(a) of the Act by causing the Company to file a false or misleading proxy statement. As relief, the complaints ask the Court, among other things, to enjoin the proposed mergers until or unless the defendants include certain additional information in the proxy statement, and seek an award of attorneys’ fees. The Company believes the lawsuits are without merit.

The following is a general discussion of the material U.S. federal income tax consequences of the receipt of the REIT Dividends and the Additional Dividends, if any, and the merger consideration pursuant to the merger to U.S. holders and non-U.S. holders (each as defined below) of our common stock. This discussion is based on the provisions of the Code, applicable U.S. Treasury Regulations, judicial opinions and administrative rulings and

published positions of the Internal Revenue Service (which we refer to as the IRS), each as in effect as of the date hereof. These authorities are subject to change or differing interpretations, possibly with retroactive effect, and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, any withholding considerations under FATCA (defined for this purpose as sections 1471 through 1474 of the Code, the Treasury Regulations and administrative guidance thereunder and the intergovernmental agreements entered into, and laws and regulations promulgated, pursuant thereto or in connection therewith) nor does it address any tax considerations under state, local or non-U.S. laws or U.S. federal laws other than those pertaining to the U.S. federal income tax.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of our common stock that is, for U.S. federal income tax purposes:

For purposes of this discussion, the term “non-U.S. holder” means a beneficial owner of our common stock, other than an entity or arrangement classified as a partnership for U.S. federal income tax purposes, that is not a U.S. holder.

This discussion applies only to holders of shares of our common stock who hold such shares as “capital assets” within the meaning of the Code (generally, property held for investment). Further, this discussion is for general information purposes only and does not purport to address all aspects of U.S. federal income taxation that may be relevant to specific holders in light of their particular facts and circumstances, and it does not apply to holders subject to special treatment under U.S. federal income tax laws (including, for example, insurance companies, dealers or brokers in securities or foreign currencies, traders in securities who elect to apply the mark-to-market method of accounting, holders subject to the alternative minimum tax, persons who are required to recognize income or gain with respect to the merger no later than such income or gain is required to be reported on an applicable financial statement, U.S. holders that have a functional currency other than the U.S. dollar, tax-exempt organizations, retirement plans, individual retirement accounts or other tax-deferred or advantaged accounts (or persons holding common stock through such plans or accounts), banks and other financial institutions, certain former citizens or former long-term residents of the United States, “controlled foreign corporations,” “passive foreign investment companies,” partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes or other flow-through entities (and investors therein), S corporations, real estate investment trusts, regulated investment companies, “qualified foreign pension funds” (within the meaning of Section 897(1)(2) of the Code) or entities all of the interests in which are held by a qualified pension fund, “qualified shareholders” (within the meaning of Section 897(k)(3) of the Code) or investors therein, non-U.S. holders who hold, or have held at any time, directly, indirectly, or constructively, more than 5% of our outstanding common stock, holders who hold our common stock as part of a hedge, straddle, constructive sale, conversion or other integrated or risk reduction transaction, and holders who acquired our common stock through the exercise of employee stock options or otherwise as compensation).

If a partnership (including any entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partners and the activities of the partnership. If you are, for U.S. federal income tax purposes, a partner in a partnership holding common stock, you should consult your tax advisor regarding the U.S. federal, state, local and non-U.S. tax consequences of the merger and the receipt of any REIT Dividends or Additional Dividends to you in light of your particular circumstances.

All holders should consult their own tax advisors regarding the specific tax consequences of the merger and the receipt of any REIT Dividends or Additional Dividends to them in light of their particular facts and circumstances, including with respect to the applicability and effect of any U.S. federal, state, local, foreign or other tax laws.

For U.S. federal income tax purposes, we intend to treat the distribution of REIT Dividends and Additional Dividends (if any) as dividend distributions to holders of shares of common stock to the extent of Columbia’s current and accumulated earnings and profits. Notwithstanding the intended U.S. federal income tax treatment described herein, the federal income tax treatment of the distribution of REIT Dividends and Additional Dividends, if any, is not free from doubt, and the IRS or a court may disagree with our intended treatment. The rest of this discussion proceeds on the basis that our intended U.S. federal income tax treatment of the distribution of REIT Dividends and Additional Dividends is respected. Holders of shares of our common stock are urged to consult their own tax advisors regarding the impact to them of potential alternative treatments in their particular circumstances.

The distribution of REIT Dividends and Additional Dividends, if any, made by the Company out of its current or accumulated earnings and profits, and not designated as capital gain dividends, will constitute dividends taxable to U.S. holders as ordinary income. Noncorporate U.S. holders will generally not be entitled to the preferential tax rate applicable to qualified dividend income except with respect to the portion of any distribution (1) that represents income from dividends the Company received from a corporation in which the Company owns shares (but only if such dividends would be eligible for the lower rate on dividends if paid by the corporation to its individual stockholders), (2) that is equal to the sum of the Company’s REIT taxable income (taking into account the dividends paid deduction available to the Company) and certain net built-in gain with respect to property acquired from a C corporation in certain transactions in which the Company must adopt the basis of the asset in the hands of the C corporation for the Company’s previous taxable year, less any taxes paid by the Company during its previous taxable year, or (3) that represents earnings and profits that were accumulated in a non-REIT taxable year, in each case, provided that certain holding period and other requirements are satisfied at both the Company and individual stockholder levels; however, to the extent not so treated as qualified dividend income and not designated as a capital gain dividend, the distribution will generally constitute a dividend with respect to which noncorporate U.S. holders will be permitted to take a deduction equal to 20% of such dividend for purposes of determining their U.S. federal income tax, subject to certain limitations, which depend on such U.S. holders’ individual circumstances. Noncorporate U.S. holders should consult their own tax advisors to determine the tax rates on dividends received from the Company.

The distribution of REIT Dividends and Additional Dividends made by the Company will not be eligible for the dividends-received deduction in the case of U.S. holders that are corporations.

The distribution of REIT Dividends and Additional Dividends made by the Company, to the extent that the Company properly designates such distribution as a capital gain dividend, will be taxable to U.S. holders as gain from the sale of a capital asset held for more than one year, to the extent that such dividend does not exceed the Company’s actual net capital gain for the taxable year, without regard to the period for which a U.S. holder has held the shares of our common stock. Thus, with certain limitations, a capital gain dividend received by an individual U.S. holder may be eligible for preferential rates of taxation. U.S. holders that are corporations may, however, be required to treat up to 20% of certain capital gain dividends as ordinary income.

To the extent that the Company makes any distribution of REIT Dividends and Additional Dividends not designated as a capital gain dividend in excess of the Company’s current and accumulated earnings and profits, such a distribution will be treated first as a tax-free return of capital to each U.S. holder. Thus, such a distribution will reduce the adjusted basis that the U.S. holder has in the shares of our common stock for tax purposes by the amount of the distribution, but not below zero. This reduction will increase gain (or reduce loss) a U.S. holder would recognize in respect of the merger (see “Consequences of the Merger to U.S. Holders of our Common Stock”). The distribution made in excess of a U.S. holder’s adjusted basis in the shares of our common stock will be taxable as capital gain, provided that the shares of our common stock have been held as a capital asset.

The distribution of REIT Dividends and Additional Dividends, if any, made by the Company will not be treated as passive activity income. As a result, U.S. holders generally will not be able to apply any passive losses against that income or gain. A U.S. holder generally may elect to treat capital gain dividends and income designated as qualified dividend income as investment income for purposes of computing the investment interest limitation, but in such case, the holder will be taxed at ordinary income rates on such amount. Other distributions of REIT Dividends and Additional Dividends, to the extent they do not constitute a return of capital, generally will be treated as investment income for purposes of computing the investment interest limitation.

Ordinary Dividend. The distribution of REIT Dividends and Additional Dividends, other than the portion of the distribution designated by the Company as a capital gain dividend, will generally be treated as ordinary income to the extent that the distribution is made out of the Company’s current or accumulated earnings and profits. The portion of the distribution designated by the Company as a capital gain dividend, made to a non-U.S. holder who owns no more than 10% of shares of our common stock at all times during the one-year period ending on the date of the distribution, will also generally be treated as ordinary income. A withholding tax equal to 30% of the gross amount of the distribution will ordinarily apply to the distribution of this kind to non-U.S. holders, unless an applicable tax treaty reduces that tax. However, if income from the investment in the shares of our common stock is treated as effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business and, if required by an applicable income tax treaty as a condition for subjecting the non-U.S. holder to U.S. taxation on a net income basis, is attributable to a permanent establishment or fixed base that the non-U.S. holder maintains in the United States, tax at graduated rates will generally apply to the non-U.S. holder in the same manner as applied to U.S. holders with respect to dividends, and the 30% branch profits tax (or such lower rate as may be specified by an applicable income tax treaty) may also apply if the holder is a foreign corporation. The Company expects that it or the applicable withholding agent will withhold U.S. tax at the rate of 30% on the gross amount of the distribution of REIT Dividends and Additional Dividends, other than the portion of the distribution that is treated as attributable to gain from sales or exchanges of U.S. real property interests and a capital gain dividend, paid to a non-U.S. holder, unless (1) a lower treaty rate applies and the required form evidencing eligibility for that reduced rate is filed with the Company or the appropriate withholding agent or (2) the non-U.S. holder files an IRS Form W-8-ECI or a successor form with the Company or the appropriate withholding agent claiming that the distribution is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business and in either case other applicable requirements were met.

Capital Gain Dividend. As described above, the distribution of REIT Dividends and Additional Dividends that is attributable to gain from sales or exchanges by the Company of U.S. real property interests that is paid with respect to our common stock that is held by a non-U.S. holder who does not own more than 10% of such stock at any time during the one-year period ending on the date of the distribution will generally be treated as an ordinary dividend.

The portion of the distribution of REIT Dividends and Additional Dividends to a non-U.S. holder that is designated by the Company at the time of distribution as a capital gain dividend that is not attributable to or treated as attributable to the disposition by the Company of a U.S. real property interest generally will not be subject to U.S. federal income taxation, subject to the exceptions discussed in “Consequences of the Merger to Non-U.S. Holders of our Common Stock.”

Return of Capital. The distribution of REIT Dividends and Additional Dividends made, if any, in excess of the Company’s current and accumulated earnings and profits will not be taxable to a non-U.S. holder to the extent that the distribution does not exceed the non-U.S. holder’s adjusted basis in such holder’s shares of our common stock. The distribution of this kind will instead reduce the adjusted basis of such shares. To the extent that the distribution of this kind exceeds the non-U.S. holder’s adjusted basis in such non-U.S. holder’s shares of our common stock, the distribution will give rise to tax liability if the non-U.S. holder otherwise would have to pay tax on any gain from the sale or disposition of such non-U.S. holder’s shares. See discussion below under “Consequences of the Merger to Non-U.S. Holders of our Common Stock.” If it cannot be determined at the time the distribution of REIT Dividends and Additional Dividends is made whether such distribution will be in excess of current and accumulated earnings and profits, withholding will generally apply to the distribution at the rate applicable to ordinary dividends. However, the non-U.S. holder may seek a refund of these amounts from the IRS if it is subsequently determined that the distribution was, in fact, in excess of the Company’s current and accumulated earnings and profits, provided that certain conditions are met.

The receipt of cash by U.S. holders in exchange for our common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder of our common stock that receives cash in exchange for such common stock in the merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) the U.S. holder’s adjusted tax basis in such shares.

If a U.S. holder acquired different blocks of common stock at different times and different prices, such U.S. holder must determine its adjusted tax basis, gain or loss and holding period separately with respect to each block of common stock. Any such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if a U.S. holder’s holding period in the common stock surrendered in the merger is greater than one year as of the date of the merger. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

A U.S. holder who has held our common stock for six months or less at the time of the merger, taking into account the holding period rules of Sections 246(c)(3) and (4) of the Code, and who recognizes a loss on the exchange of such common stock in the merger will be treated as recognizing a long-term capital loss to the extent of any capital gain dividends received from us, or such holder’s share of any designated retained capital gains, with respect to such shares.

Subject to the discussion of backup withholding below under “—Information Reporting and Backup Withholding,” a non-U.S. holder generally should not be subject to U.S. federal income tax on the gain or loss from the receipt of the merger consideration in exchange for shares of our common stock pursuant to the merger, except as described below.

Gain recognized by a non-U.S. holder upon a sale or exchange of shares of our common stock generally will not be taxed under the Foreign Investment in Real Property Tax Act (“FIRPTA”) if the Company is a “domestically controlled qualified investment entity,” defined generally to include a REIT, less than 50% in value of the stock of which is and was held directly or indirectly by foreign persons at all times during a specified testing period (provided that, if any class of a REIT’s stock is regularly traded on an established securities market in the U.S., a person holding less than 5% of such class during the testing period is generally presumed not to be a foreign person, unless the REIT has actual knowledge otherwise). The Company believes that it is a “domestically controlled qualified investment entity,” and, therefore, assuming that the Company is a “domestically controlled qualified investment entity” at the effective time of the merger, that taxation under FIRPTA will not apply to the receipt of the per share merger consideration in exchange for shares of our common stock pursuant to the merger. However, gain will be taxable to a non-U.S. holder if such gain is treated as effectively connected with the non-U.S. holder’s U.S. trade or business and, if required by an applicable income tax treaty as a condition for subjecting the non-U.S. holder to U.S. taxation on a net income basis, is attributable to a permanent establishment or fixed base that the non-U.S. holder maintains in the U.S. In this case, the same treatment that applies to U.S. holders with respect to the gain will apply to the non-U.S. holder, except that a non-U.S. holder that is a corporation may also be subject to the 30% branch profits tax (or such lower rate as may be specified by an applicable income tax treaty) on such gain. In addition, gain will be taxable to a non-U.S. holder if the non-U.S. holder is a nonresident alien individual who was present in the U.S. for 183 days or more during the taxable year or maintains an office or a fixed place of business in the U.S. to which the gain is attributable. In such cases, a 30% tax (or such lower rate as may be specified by an applicable income tax treaty) will apply to the nonresident alien individual’s capital gains, which may be offset by U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

If the Company does not qualify as a “domestically controlled qualified investment entity,” the tax consequences to a non-U.S. holder of an exchange of shares of our common stock for cash pursuant to the merger could be adverse. In such case, the tax consequences to a non-U.S. holder will depend upon whether such stock is regularly traded on an established securities market and the amount of such stock that is held by the non-U.S. holder. The Company believes that our common stock is regularly traded on an established securities market in the U.S. within the meaning of FIRPTA and the applicable Treasury regulations. Therefore, a non-U.S. holder will generally be treated as owning a U.S. real property interest within the meaning of FIRPTA only if the non-U.S. holder owns more than 10% of the shares of our common stock at any time during the shorter of the period that the non-U.S.

holder owned such shares or the five-year period ending on the date when the non-U.S. holder disposed of the shares. Non-U.S. holders should consult their own tax advisors regarding the particular tax consequences of owning a U.S. real property interest within the meaning of FIRPTA.

If gain on the sale, exchange or other taxable disposition of our common stock were subject to taxation under FIRPTA, the non-U.S. holder would be required to file a U.S. federal income tax return and would be subject to regular U.S. federal income tax with respect to such gain in the same manner as a taxable U.S. holder. In addition, if the sale, exchange or other taxable disposition of our common stock were subject to taxation under FIRPTA, and if shares of our common stock were not “regularly traded” on an established securities market, the purchaser of such common stock generally would be required to withhold and remit to the Internal Revenue Service 15% of the purchase price.

Non-U.S. holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances and the procedures for claiming treaty benefits or otherwise establishing an exemption from U.S. withholding tax.

Information reporting and backup withholding (currently, at a rate of 24%) generally will apply to payments of cash made pursuant to the merger and to REIT Dividends and Additional Dividends. Backup withholding will not apply, however, to a holder who (1) in the case of a U.S. holder, furnishes a correct taxpayer identification number and certifies that it is not subject to backup withholding on a duly executed IRS Form W-9, (2) in the case of a non-U.S. holder, furnishes a duly executed, applicable IRS Form W-8, or (3) is otherwise exempt from backup withholding and complies with other applicable rules and certification requirements.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be claimed as a refund or a credit against such holder’s U.S. federal income tax liability (if any) provided the required information is furnished to the IRS on a timely basis.

This discussion of the material U.S. federal income tax consequences is for general information purposes only and is not tax advice. Holders of our common stock should consult their own tax advisors as to the specific tax consequences to them of the merger, including the effect of any federal, state, local, non-U.S. and other tax laws.

If the merger is completed, our common stock will no longer be traded on the NYSE and will be deregistered under the Exchange Act.

The following summarizes the material provisions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. The summary of the material terms of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which we incorporate by reference into this proxy statement. We recommend that you read the merger agreement attached to this proxy statement as Annex A carefully and in its entirety, as the rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The merger agreement contains representations and warranties made by, and to, Columbia, Company OP, Parent and Merger Sub. These representations and warranties, which are set forth in the copy of the merger agreement attached to this proxy statement as Annex A, were made for the purposes of negotiating and entering into the merger agreement between the parties, or may have been used for the purpose of allocating risk between the parties instead of establishing such matters as facts. In addition, these representations and warranties may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the merger agreement, were made as of specified dates, and may be subject to standards of materiality different from what may be viewed as material to our investors. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement, and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement, and the representations and warranties are qualified by the confidential disclosure schedules attached to the merger agreement, which have not been included in this proxy statement or summarized herein. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of Columbia, Company OP or their affiliates.

At the partnership merger effective time, Merger Sub will be merged with and into Company OP, the separate existence of Merger Sub will cease, and Company OP will be the surviving entity in the partnership merger (the “Surviving Partnership”). At the partnership merger effective time, all the properties, rights, privileges, powers and franchises of the Partnership and Merger Sub will vest in the Surviving Partnership, and all debts, liabilities, duties and obligations of the Partnership and Merger Sub will become the debts, liabilities, duties and obligations of the Surviving Partnership.

At the merger effective time, Parent will be merged with and into Columbia, the separate existence of Parent will cease, and Columbia will be the surviving entity in the merger (the “Surviving Company”). At the merger effective time, all the properties, rights, privileges, powers and franchises of Columbia and Parent will vest in the Surviving Company, and all debts, liabilities, duties and obligations of Columbia and Parent will become the debts, liabilities, duties and obligations of the Surviving Company. Following the completion of the merger, our common stock will no longer be traded on the NYSE and will be deregistered under the Exchange Act.

On the closing date, Company OP and Merger Sub will file a certificate of merger with the Secretary of State of the State of Delaware. The partnership merger will become effective at such time as the certificate of merger with respect to the partnership merger has been filed with the Secretary of State of the State of Delaware or such other date and time as may be mutually agreed to by us and Parent and specified in the partnership merger certificate.

On the closing date, Parent and Columbia will file articles of merger with the State Department of Assessments and Taxation of Maryland and file a certificate of merger with the Secretary of State of the State of Delaware. The merger will become effective upon the later of (1) the acceptance for record of the articles of merger with respect to the merger by the State Department of Assessments and Taxation of Maryland, (2) the filing of the certificate of merger with respect to the merger with the Secretary of State of the State of Delaware, or (3) such other date and time as may be mutually agreed to by us and Parent and specified in the articles of merger and certificate of merger.

Under the merger agreement, the merger effective time will occur promptly after the partnership merger effective time.

In this proxy statement, we refer to the date on which the closing of the merger occurs as the closing date. The closing of the merger will take place on the third (3^rd) business day after satisfaction or waiver of the conditions to the mergers described under “— Conditions to the Mergers” (other than those conditions that by their terms or nature are to be satisfied or waived at the closing of the mergers, but subject to the satisfaction or waiver of such conditions) (the “Closing Condition Satisfaction Date”) or at such other date as may be mutually agreed to in writing by the parties to the merger agreement. However, in the event a Divestiture Transaction contemplated under the merger agreement is pending on the Condition Satisfaction Date, Parent will have the right, by written notice to us on the Condition Satisfaction Date to require that the closing will occur no earlier than January 10, 2022.

At the merger effective time, the articles of incorporation of Columbia as in effect immediately prior to the merger effective time will become the articles of incorporation of the Surviving Company until thereafter amended in accordance with the provisions thereof and applicable law, provided that the articles of incorporation of the Surviving Company will, to the fullest extent permitted by applicable law, contain provisions no less favorable to all past and present directors, officers and employees of Columbia and Company OP or any of their respective subsidiaries and each person who served as a director, officer, member or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request or for the benefit of Columbia and Company OP or any of their respective subsidiaries (collectively, together with such persons’ heirs, executors and administrators, the “Covered Persons”) with respect to exculpation, indemnification and advancement of expenses than are currently set forth in the articles of incorporation of Columbia.

At the merger effective time, the bylaws of Columbia as in effect immediately prior to the merger effective time will become the bylaws of the Surviving Company until thereafter amended in accordance with the provisions thereof and applicable law, provided that the bylaws of the Surviving Company will, to the fullest extent permitted by applicable law, contain provisions no less favorable to Covered Persons with respect to exculpation, indemnification and advancement of expenses than are currently set forth in the bylaws of Columbia.

At the partnership merger effective time, the limited partnership agreement of Company OP, as in effect immediately prior to the partnership merger effective time, will be the limited partnership agreement of the Surviving Partnership, with such changes (if any), effective after the partnership merger effective time, as may be determined by Parent in its sole discretion (but subject to and without limiting the provisions of the merger agreement), until thereafter amended in accordance with the provisions thereof and applicable law.

Following the partnership merger effective time and prior to the merger effective time, we will be the sole general partner of the Surviving Partnership. Following the merger effective time, the Surviving Company will be the general partner of the Surviving Partnership.

From and after the partnership merger effective time, the officers and authorized signatories of Merger Sub immediately prior to the partnership merger effective time will be the officers and authorized signatories of the Surviving Partnership until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

From and after the merger effective time, the directors and officers of Parent immediately prior to the merger effective time will be the initial directors and officers of the Surviving Company and will hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

The merger agreement provides that, at the merger effective time, each share of common stock (other than any of our shares of common stock owned by the Company as treasury stock, by any direct or indirect wholly owned subsidiary of the Company, by Parent or by any direct or indirect wholly owned subsidiary of Parent immediately prior to the merger effective time (the “excluded shares”), which will automatically be cancelled and retired and will cease to exist with no consideration being delivered in exchange therefor) issued and outstanding immediately prior to the merger effective time will automatically be converted into the right to receive an amount in cash equal to $19.30 (we refer to such amount as the merger consideration), subject to adjustment as described below.

Immediately prior to the merger effective time, each restricted share award granted under Columbia’s equity plan that is outstanding immediately prior to the merger effective time will be cancelled in exchange for a cash payment in an amount equal to (1) the number of shares of common stock subject to the restricted share award immediately prior to the merger effective time multiplied by (2) the merger consideration, without interest and less any applicable withholding taxes and reduced to reflect the payment of REIT Dividends or Additional Dividends (which will be payable in respect of such restricted common stock), if any.

Immediately prior to the merger effective time, each performance unit award covering common stock granted under Columbia’s equity plan that is outstanding immediately prior to the merger effective time will be cancelled in exchange for a cash payment in an amount equal to (1) the number of shares of common stock subject to the performance unit award immediately prior to the merger effective time as determined based on the achievement of performance goals at the greater of (A) target performance and (B) actual performance through the latest practicable date prior to the closing date multiplied by (2) the merger consideration, without interest and less any applicable withholding taxes. Performance unit awards will not be entitled to receive REIT Dividends, Additional Dividends or Special Dividends, if any, and accordingly, the merger consideration payable in respect of the performance unit awards will not be reduced to reflect the payment of REIT Dividends or Additional Dividends.

In connection with the partnership merger, a number of Company OP Common Units designated by Parent that are issued and outstanding and owned by Columbia immediately prior to the partnership merger effective time will remain outstanding as one common unit of partnership interest in the Surviving Partnership and no payment will be made with respect thereto. All other Company OP Common Units that are issued and outstanding and owned by Columbia immediately prior to the partnership merger effective time will be automatically converted into the right to receive the Company OP Common Unit Payment Amount. Each Company OP Common Unit that is issued and outstanding and owned by a holder other than Columbia immediately prior to the partnership merger effective time will be automatically converted into the right to receive the Company OP Common Unit Payment Amount.

In connection with the partnership merger, each Company OP Series A Preferred Unit issued and outstanding and owned by a holder other than Columbia immediately prior to the partnership merger effective time will be automatically cancelled and converted into the right to receive the Company OP Series A Preferred Unit Payment Amount. The holders of Company OP Series A Preferred Units have expressly waived their right to receive any Additional Dividends, Special Dividends or REIT Dividends to which they might otherwise be entitled.

The merger agreement provides that, at the request of Parent, our board of directors may declare one or more special cash dividends (each, a “REIT Dividend”) to holders of shares of common stock (in an aggregate amount specified by Parent), payable immediately prior to the merger effective time. If we declare one or more REIT Dividends, the merger consideration will be decreased by an amount equal to the per share amount of such REIT Dividends, such that for each share of common stock, the holder will receive an aggregate of $19.30 in cash.

The merger agreement provides that Company OP may, at the request of Parent, declare one or more special cash dividends (each, a “Special Dividend”) to holders of Company OP Common Units in an aggregate amount specified by Parent, payable immediately prior to the partnership merger effective time. If we declare one or more Special Dividends, the Company OP Common Unit Payment Amount will be decreased by an amount equal to the per share amount of such distribution such that for each Company OP Common Unit, the holder will receive an aggregate of $19.30 in cash.

The merger agreement provides that our board of directors and/or Company OP may declare one or more additional dividends (each, an “Additional Dividend”) to holders of Company OP Common Units immediately prior to the partnership merger effective time to the extent necessary for Columbia or any of its subsidiaries to maintain its status as a REIT under the Code. If we declare one or more Additional Dividends, the merger consideration and the Company OP Common Unit Payment Amount will be decreased by an amount equal to the per share and the per unit amount of such distribution, as applicable such that in the mergers, for each share of common stock or each Company OP Common Unit, as applicable, the holder will receive an aggregate of $19.30 in cash.

At the merger effective time and the partnership merger effective time, as applicable, holders of our common stock and the holders of Company OP Common Units and Company OP Series A Preferred Units, respectively, will cease to be, and will have no rights as, our stockholders or limited partners of Columbia or Company OP, as applicable, other than the right to receive the merger consideration, the Company OP Common Unit Payment Amount or the Company OP Series A Preferred Unit Payment Amount, as applicable, in each case without interest. The merger consideration, the Company OP Common Unit Payment Amount and the Company OP Series A Preferred Unit Payment Amount paid in respect of certificates or book-entry evidence representing common stock, Company OP Common Units and Company OP Series A Preferred Units, as applicable, will be deemed to have been paid in full satisfaction of all rights and privileges pertaining to such common stock, Company OP Common Units and Company OP Series A Preferred Units.

At or immediately prior to the partnership merger effective time, Parent will deposit, or cause to be deposited, with a bank or trust company designated by Parent and reasonably acceptable to Columbia (the “Exchange Agent”), for the benefit of the holders of our common stock, Company OP Common Units and Company OP Series A Preferred Units, cash sufficient to pay the aggregate merger consideration, the Company OP Common Unit Payment Amount and the Company OP Series A Preferred Unit Payment Amount. As soon as reasonably practicable after the merger effective time (but in no event later than five business days thereafter), the Surviving Company will cause the Exchange Agent to mail to each holder of record of one or more certificates that, immediately prior to the merger effective time, represented outstanding common stock or that, immediately prior to the partnership merger effective time, represented applicable Company OP Common Units or Company OP Series A Preferred Units, as applicable (each, a “Company Certificate”), a letter of transmittal and instructions for effecting the surrender of the certificates in exchange for the merger consideration, the Company OP Common Unit Payment Amount and the Company OP Series A Preferred Unit Payment Amount, as applicable, to which the holder is entitled.

Upon surrender of a Company Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Exchange Agent, the holder of the Company Certificate will be entitled to receive the merger consideration, the Company OP Common Unit Payment Amount or the Company OP Series A Preferred Unit Payment Amount, as applicable. No interest will be paid or will accrue on any cash payable upon surrender of any Company Certificate. Each of Parent, Merger Sub, the Surviving Company, Company OP, Columbia and the Exchange Agent, as applicable, will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the merger agreement to any person such amounts as it is required to deduct and withhold with respect to the making of such payment (and, with respect to our equity awards, the vesting, cancellation or redemption of such equity awards, as applicable) under the Code, and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax law, and such amounts deducted or withheld will be treated as having been paid to the person in respect of which deduction or withholding was made.

Holders of book-entry common stock or book-entry Company OP Common Units or Company OP Series A Preferred Units will not receive a letter of transmittal for their common stock or partnership units from the Exchange Agent. Instead, holders of such book-entry common stock or book-entry partnership units will automatically be entitled to receive in exchange therefor the merger consideration, the Company OP Common Unit Payment Amount and the Company OP Series A Preferred Unit Payment Amount, as applicable, to which the holder is entitled.

In the event of a transfer of ownership of shares of common stock, Company OP Common Units or Company OP Series A Preferred Units that is not registered in the transfer records of Columbia or Company OP, as applicable,

it will be a condition of payment that any Company Certificate surrendered in accordance with the terms of the merger agreement must be properly endorsed or must be otherwise in proper form for transfer and any book-entry common stock or book-entry Company OP Common Units or Company OP Series A Preferred Units must be properly transferred, and that the person requesting the payment must have paid any transfer taxes required by reason of the payment of the consideration to a person other than the registered holder of the Company Certificate surrendered or the book-entry common stock or book-entry Company OP Common Units or Company OP Series A Preferred Units properly transferred, or must have established to the satisfaction of Parent that such transfer taxes have either been paid or are not applicable.

On the closing date, the stock transfer books of Columbia and the unit transfer books of Company OP will be closed, and thereafter there will be no further registration of transfers of common stock, Company OP Common Units or Company OP Series A Preferred Units.

None of Columbia, Company OP, Parent, Merger Sub or the Surviving Company nor any employee, officer, director, agent, or affiliate of such persons will be liable to any holder of common stock, Company OP Common Units or Company OP Series A Preferred Units with respect to the cash consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by holders of any such common stock or units immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any governmental entity will, to the extent permitted by applicable law, become the property of the Surviving Company, free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives.

If any Company Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed to the reasonable satisfaction of Parent and, if required by the Exchange Agent, the posting by such person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent will deliver, in exchange for such lost, stolen or destroyed Company Certificate, the merger consideration, the Company OP Common Unit Payment Amount or the Company OP Series A Preferred Unit Payment Amount, as applicable, in accordance with terms of the merger agreement.

We have made representations and warranties in the merger agreement that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement or in the disclosure schedules delivered in connection with the merger agreement. These representations and warranties relate to, among other things:

Many of our representations and warranties are qualified by the concept of a “material adverse effect.” Under the terms of the merger agreement, a material adverse effect means any change, effect, event, occurrence or development that has a material adverse effect on the business, operations or financial condition of Columbia and its subsidiaries, taken as a whole, excluding the impact of:

The merger agreement also contains representations and warranties made, jointly and severally, by Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

The representations and warranties of each of the parties to the merger agreement will expire at the merger effective time.

Under the merger agreement, we have agreed that, subject to certain exceptions in the merger agreement and the disclosure schedules delivered in connection with the merger agreement (including exceptions related to Covid-19), between the date of the merger agreement and the earlier of the closing date and the termination of the merger agreement in accordance with its terms (which period we refer to as the interim period), we will, and will cause our subsidiaries to, use commercially reasonable efforts, among other things, to:

We have also agreed that during the interim period, subject to certain exceptions set forth in the merger agreement, including exceptions for actions required under any Covid-19 Measure and the disclosure schedules delivered in connection with the merger agreement or unless Parent consents in writing (which consent may not be unreasonably withheld, conditioned or delayed), we and our subsidiaries will not, among other things:

Under the merger agreement, we are required, as promptly as practicable after the date that this proxy statement is cleared by the SEC for mailing to our stockholders, to take all action necessary to establish a record date for, duly

call, give notice of, convene and hold a meeting of our stockholders for the purpose of seeking stockholder approval of the merger, which we refer to as the special meeting. We are required to, through our board of directors, recommend to our stockholders that they approve the merger (the “Company Recommendation”) and solicit the approval of the merger by our stockholders at the special meeting, unless our board of directors has effected a company adverse recommendation change, as permitted by and determined in accordance with the provisions described below under “ — Restriction on Solicitation of Company Takeover Proposals.”

We may adjourn or postpone the special meeting:

provided, that except as required by law, the special meeting must not be recessed, adjourned or postponed on more than two separate occasions or by more than 10 business days on any such occasion without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). In addition, except as required by law, in no case will the special meeting be recessed, adjourned or postponed to a date on or after the fifth business day preceding the End Date. In the event that the date of the special meeting as originally called is for any reason adjourned or postponed or otherwise delayed, unless Parent has otherwise consented in writing (not to be unreasonably withheld, conditioned or delayed), we must use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that we do not establish a new record date for the special meeting, as so adjourned, postponed or delayed, except as required by applicable law.

Subject to the terms and conditions of the merger agreement, each party to the merger agreement has agreed to, and to cause their respective affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to cause all conditions to the closing of the mergers to be satisfied and to consummate the mergers as promptly as practicable, including:

We and Parent have agreed to keep the other apprised of the status of matters relating to the completion of the transactions contemplated by the merger agreement and to work cooperatively in connection with obtaining all required consents, authorizations, permits, orders or approvals of, waiver or any exemptions by any governmental entity undertaken pursuant to the provisions described above and in this paragraph, provided that Parent will (in consultation in good faith with us) lead the strategy for dealing with any governmental entity with respect to any such required consents, authorizations, permits, orders or approvals of, waiver or any exemptions by any governmental

entity. Each party to the merger agreement has agreed to promptly consult with the other parties, and provide any necessary information and assistance as the other parties may reasonably request, with respect to all notices, submissions or filings made by or on behalf of such party or any of its affiliates with any governmental entity or any other information supplied by or on behalf of such party or any of its affiliates to, or correspondence with, a governmental entity in connection with the transactions contemplated by the merger agreement.

We are required to promptly (and in any event, within two business days) notify Parent in writing of any stockholder litigation or proceeding brought or threatened in writing against us or our directors or executive officers or other representatives relating to the merger agreement, the mergers and/or the other transactions contemplated by the merger agreement, and to keep Parent informed on a reasonably current basis with respect to the status thereof. We are required to give Parent the opportunity to participate in (but not control) the defense or settlement of any stockholder litigation or other litigation or proceeding against us and/or our directors or executive officers or other representatives relating to the merger agreement, the mergers or the other transactions contemplated by the merger agreement, and to consult with and give due consideration to Parent’s advice with respect to such litigation or proceeding, subject to certain exceptions. In addition, we are not permitted to cease to defend, consent to the entry of any judgment, settle or offer to settle or take any other material action with respect to such litigation or proceeding without the prior written consent of Parent (which must not be unreasonably withheld, conditioned or delayed).

From the date of the merger agreement until the earlier to occur of the termination of the merger agreement in accordance with its terms and the merger effective time, we and Company OP are required to use commercially reasonable efforts, and cause our respective subsidiaries to use commercially reasonable efforts, to provide such cooperation as is reasonably requested by Parent in connection with consummating the JV Sale Transaction and Parent’s negotiating and consummating any other Divestiture Transaction or internal reorganizations or restructuring transactions, including:

In connection with the mergers, Parent, Company OP, Allianz U.S. Private REIT LP (“Allianz US”), APKV US Private REIT LP (“APKV”) and AZ VERS US Private REIT LP (“AZ Vers” and together with Allianz US and APKV, “Allianz”) entered into the JV Sale Agreement pursuant to which Company OP’s equity interests in Columbia REIT – University Circle, LP and Columbia REIT – 221 Main Street, LP will be sold to Allianz, subject to the occurrence of the partnership merger (which we refer to as the “JV Sale Transaction”), with the net proceeds of such sale to be used to fund all or a portion of the Special Dividend and REIT Dividend. In the event that the merger agreement is terminated, the JV Sale Agreement will automatically terminate without further obligation of any party thereunder.

A “Divestiture Transaction” refers to any transaction or proposed transaction involving the transfer, exchange or sale of any of our owned real property (whether structured as a transfer, exchange or sale of our equity, properties or assets or any of our subsidiaries) requested by Parent to occur in connection with closing, including certain transactions set forth in the disclosure schedules delivered in connection with the merger agreement.

We have agreed that, from and after the date of the merger agreement, except as permitted by certain exceptions described below, we will immediately cease any discussions or negotiations with any persons (other than Parent and Merger Sub) that may be ongoing as of the date of the merger agreement with respect to a company takeover proposal.

We have further agreed that we will not, and will cause each of our subsidiaries and our and their respective officers and directors not to, and will direct our representatives not to:

provided that we are permitted to grant a waiver of any standstill agreement in response to a bona fide unsolicited request (and to permit such request) for such waiver from the counterparty thereto in order to permit a company takeover proposal to be made.

For purposes of the merger agreement, a “company takeover proposal” means any proposal or offer made by any person or group of persons (other than Parent and its subsidiaries and affiliates), and whether involving a transaction or series of related transactions, for:

Notwithstanding the foregoing, prior to obtaining the approval of the merger by our stockholders, if we receive an unsolicited bona fide written company takeover proposal from any person that did not result from a non-de minimis breach of the obligations described in this section entitled “ — Restriction on Solicitation of Company Takeover Proposals” and subject to us first entering into a confidentiality agreement having provisions that are no less favorable to such person than those contained in the confidentiality agreement between us and a fund affiliated with certain of the Sponsors and managed by the PIMCO Funds (provided that such agreement need not contain any standstill or similar provisions prohibiting the making of a company takeover proposal), and if our board of directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such company takeover proposal constitutes or could reasonably be expected to lead to a superior proposal, then we and our representatives may:

We are required to notify Parent promptly (but in no event later than 48 hours) after receipt of any company takeover proposal, any request for information relating to us or any of our subsidiaries by any person that informs us or any of our subsidiaries that it is considering making, or has made, a company takeover proposal, or any offer, proposal or inquiry relating to us or our subsidiaries that would be reasonably likely to lead to or that contemplates a company takeover proposal. Such notice must be confirmed in writing, and must indicate the identity of the person party making the company takeover proposal, inquiry or request and include the material terms and conditions of any inquiries, proposals or offers (including a copy thereof if in writing and any related documentation or written correspondence). We are also required to promptly, and in any event within 48 hours, notify Parent in writing if we enter into discussions or negotiations concerning any company takeover proposal, and keep Parent reasonably informed of the status and material terms of any such proposals, offers, discussions or negotiations on a reasonably current basis, including by providing a copy of all material documentation or written correspondence relating thereto.

For purposes of the merger agreement, a “superior proposal” means a company takeover proposal, substituting “50%” for “20%” in the definition thereof, that our board of directors reasonably determines in good faith, after consultation with our financial advisors and outside legal counsel, taking into account such legal, financial, regulatory and other factors as our board of directors considers to be appropriate, to be (1) more favorable to the Company and our stockholders than the transactions contemplated by the merger agreement and (2) reasonably capable of being consummated, taking into account required governmental approvals.

Except in the circumstances and pursuant to the procedures described below, neither our board of directors nor any committee thereof is permitted to:

We refer to any action described in the bullet points above as a “company adverse recommendation change.”

Notwithstanding the foregoing, prior to obtaining the approval of the merger by our stockholders, our board of directors may make a company adverse recommendation change other than in response to a company takeover proposal that constitutes a superior proposal, if, before taking such action:

In addition, prior to obtaining the approval of the merger by our stockholders, our board of directors may make a company adverse recommendation change and/or cause the Company to terminate the merger agreement in order to enter into a definitive agreement relating to a superior proposal, subject to the Company paying the company termination fee to Parent, if, before taking such action:

Notwithstanding the foregoing, the Company and our board of directors are not prohibited from taking and disclosing to our stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or from making any “stop, look and listen” communication to our stockholders pursuant to Rule 14d-9(f) under the Exchange Act (and the issuance by the Company or our board of directors of a “stop, look and listen” statement pending disclosure of our position, as contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, will not constitute a company adverse recommendation change).

Pursuant to the merger agreement, for a period of 12 months following the merger effective time, Parent has agreed to provide or cause its subsidiaries to provide to each individual who is an employee of the Company or any of its subsidiaries immediately prior to the merger effective time (each, a “Company employee”), for so long as such Company employee continues employment with Parent or its subsidiaries following the merger effective time, (1) base salary or wages at a rate that is no less favorable than the rate of base salary or wages provided to such Company employee immediately prior to the merger effective time, (2) an annual cash bonus opportunity that is no less favorable in amount than the annual cash bonus opportunity provided to such Company employee immediately prior to the merger effective time, (3) an annual long-term incentive award opportunity based on grant date fair value that are no less favorable than the grant date fair value of the annual long-term incentive award opportunity provided to such Company employee immediately prior to the merger effective time and (4) other compensation and benefits (other than severance) that are no less favorable, in the aggregate, than the other compensation and benefits provided to such Company employee immediately prior to the merger effective time. In addition, Parent has agreed to honor the terms of the Company’s Employee Change of Control Severance Protection Plan (as amended) and Executive Change of Control Severance Protection Plan (as amended).

With respect to each benefit plan, program, practice, policy or arrangement maintained by Parent or its subsidiaries following the closing of the mergers and in which any of the Company employees participate, including any paid time off and severance plans, Parent has agreed that service with the Company or any of its subsidiaries and the predecessor of any of them will be treated as service with Parent or any of its subsidiaries, for purposes of determining eligibility to participate, vesting (if applicable) and entitlement to benefits (but not for accrual of or entitlement to pension benefits or post-employment welfare benefits, or to the extent that treatment would result in a duplication of benefits for the same period of service).

Parent has agreed to, and to cause its subsidiaries to, (1) waive any preexisting condition limitations otherwise applicable to each Company employee and his or her eligible dependents under any plan of Parent or an affiliate of Parent that provides health benefits in which such Company employee is eligible to participate following the merger effective time, other than any limitations that were in effect with respect to such Company employee and his or her eligible dependents immediately prior to the merger effective time under the corresponding benefit plan of the Company, (2) honor any deductible, co-payment and out-of-pocket maximums incurred by such Company employee and his or her eligible dependents under the health plans in which they participated immediately prior to transitioning into a plan of Parent or an affiliate of Parent during the portion of the calendar year prior to such transition in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Parent or an affiliate of Parent and (3) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to such Company employee and his or her eligible dependents on or after the merger effective time, in each case to the extent such Company employee or eligible dependent had satisfied any similar limitation or requirement under an analogous benefit plan of the Company prior to the merger effective time.

Pursuant to the merger agreement, the Company may, on the earlier to occur of the date on which the Company and its subsidiaries would pay annual bonuses for calendar year 2021 in the normal course and a date that is within five business days prior to the merger effective time, pay a 2021 annual cash bonus in respect of the portion of the 2021 calendar year elapsed prior to the merger closing date to each annual bonus eligible Company employee, with the amount of each such bonus determined by the Company in its discretion, provided that the aggregate amount of such bonus payments must not exceed the aggregate target 2021 annual bonus amount for all eligible Company employees multiplied by a fraction, the numerator of which is the number of days elapsed in 2021 prior to the merger closing date and the denominator of which is 365. If the merger closing date occurs on or after February 1, 2022, then within five business days prior to the merger effective time, the Company and its subsidiaries may pay a prorated annual cash bonus in respect of the portion of the 2022 calendar year ending on the merger closing date to each annual bonus eligible Company employee, with the amount of each such prorated bonus determined by the Company in its discretion, provided that the aggregate amount of such prorated bonus payments must not exceed the aggregate target 2022 annual bonus amount for all eligible Company employees multiplied by a fraction, the numerator of which is the number of days elapsed in 2022 through the merger closing date and the denominator of which is 365.

For at least six years after the merger effective time, the Surviving Company will, and Parent will cause the Surviving Company and the Surviving Partnership to, exculpate, defend, indemnify and hold harmless all past and present directors, officers and employees of the Company and Company OP or any of their respective subsidiaries

and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request or for the benefit of the Company and Company OP or any of their respective subsidiaries to the fullest extent permitted by law against any costs and expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each such person to the fullest extent permitted by law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of acts or omissions occurring at or prior to the merger effective time (including acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity at the request or for the benefit of the Company, Company OP or any of their respective subsidiaries), including for acts or omissions occurring in connection with the process resulting in and the authorization, adoption and approval of, and entry into, the merger agreement and the consummation of the transactions contemplated by the merger agreement. In addition, the Surviving Company will, and Parent will cause the Surviving Company and the Surviving Partnership to, advance expenses (including reasonable legal fees and expenses) incurred by such persons in the defense of any proceeding or investigation with respect to the matters subject to indemnification pursuant to the provisions of the merger agreement described in this paragraph, and Parent, the Surviving Company and the Surviving Partnership will cooperate with such persons in the defense of any such proceeding or investigation.

For at least six years following the merger effective time, the articles of incorporation and bylaws of the Surviving Company and the partnership agreement of the Surviving Partnership must contain provisions no less favorable with respect to exculpation, indemnification of and advancement of expenses to persons referred to in the preceding paragraph for periods at or prior to the merger effective time than are currently set forth in the Company organizational documents and the partnership agreement of Company OP. Following the merger effective time, the indemnification agreements, if any, in effect on the date of the merger agreement with any of the directors, officers or employees of the Company, Company OP or any their respective subsidiaries will be assumed by the Surviving Company and Surviving Partnership and will continue in full force and effect in accordance with their terms.

At or prior to the merger effective time, subject to the provisions of the merger agreement, the Company and Company OP may obtain and pay for prepaid “tail” insurance policies with a claim period of six years after the merger effective time, with respect to directors’ and officers’ liability insurance and fiduciary insurance that provides coverage for the current and former directors and officers of the Company and Company OP that is substantially equivalent to and not less favorable than the existing policies of the Company and its subsidiaries or, if substantially equivalent insurance coverage is unavailable, the best available coverage, and the Surviving Company and Surviving Partnership must maintain such directors’ and officers’ liability insurance and fiduciary insurance policies in full force and effect for each of their full six year terms and continue to honor their respective obligations under each policy.

The consummation of the mergers is not conditioned upon Parent’s receipt of financing. Prior to the closing of the mergers, we are required to, and to cause our subsidiaries and their respective representatives to, use reasonable best efforts to provide such cooperation as is reasonably requested by Parent, is customary in connection with the Parent’s debt financing (which we refer to as the debt financing) and is customarily provided for issuers in debt financings of the type contemplated by the Parent’s debt commitment letter relating to the debt financing, including using its reasonable best efforts to, upon Parent’s written request:

However, no obligations of the Company or any of our subsidiaries or any of our or their respective officers, directors, employees and agents or other representatives under any certificate, document or instrument delivered

pursuant to our or their financing cooperation obligations under the merger agreement (except for the passing of resolutions or consents which are subject to the occurrence of the closing of the mergers passed by directors or officers continuing in their positions following such closing) will be required to be effective until the merger effective time.

Nothing in the merger agreement will, require us or any of our subsidiaries or our or their respective officers, directors, employees and agents or other representatives to:

The merger agreement does not require the Company or any of our subsidiaries, prior to the merger effective time, to be an issuer or other obligor with respect to the debt financing.

The merger agreement contains certain other covenants of the parties to the merger agreement relating to, among other things:

The obligations of the parties to complete the mergers are subject to the satisfaction or waiver of the following mutual conditions:

The obligation of Parent and Merger Sub to complete the mergers is further subject to the satisfaction or waiver of the following conditions:

The obligation of the Company and Company OP to complete the mergers is further subject to the satisfaction or waiver of the following conditions:

We and Parent may mutually agree to terminate and abandon the merger agreement at any time prior to the closing date, even after we have obtained the requisite vote of our stockholders to approve the merger.

In addition, we, on the one hand, or Parent, on the other hand, may terminate the merger agreement by written notice to the other at any time prior to the closing date, even after we have obtained the requisite vote of our stockholders to approve the merger, if:

We may also terminate the merger agreement by written notice to Parent at any time prior to the closing date, even after we have obtained the requisite vote of our stockholders to approve the merger, if:

Parent may also terminate the merger agreement by written notice to us at any time prior to the closing date, even after we have obtained the requisite vote of our stockholders to approve the merger, if:

We have agreed to pay the company termination fee of $86 million to Parent if:

In the event the merger agreement is terminated by us or Parent pursuant to provisions described in the third bullet point under “ — Termination of the Merger Agreement — Termination by either Columbia or Parent,” we have also agreed to reimburse Parent, Merger Sub and their respective affiliates for their reasonable documented out-of-pocket fees and expenses (including legal and other third-party advisor fees and expenses) incurred on or prior to the date of termination of the merger agreement in connection with the transactions contemplated under the merger agreement in an aggregate amount not to exceed $15 million, provided that if Parent also becomes entitled to receive a company termination fee, the amount paid by us as expense reimbursement to Parent, Merger Sub and their respective affiliates will be credited against the company termination fee.

Parent has agreed to pay the parent termination fee of $196 million to the Company if (1) we terminate the merger agreement pursuant to the provisions described in the first bullet point or third bullet point under “— Termination of the Merger Agreement — Termination by Columbia” or (2) either we or Parent terminate the merger agreement pursuant to provisions described in the first bullet point under “ — Termination of the Merger Agreement — Termination by either Columbia or Parent” and, at such time, we had the right to terminate the merger agreement pursuant to the provision described in the third bullet point under “ — Termination of the Merger Agreement — Termination by Columbia.”

The parent termination fee is subject to provisions intended to ensure amounts paid to the Company will not cause it to fail to meet certain REIT requirements under the Code.

In connection with the merger agreement, the PIMCO Funds have entered into a guaranty in our favor to guarantee Parent’s payment obligations with respect to the parent termination fee under the merger agreement, subject to the terms and limitations set forth in the guaranty. The maximum aggregate liability of the PIMCO Funds under the guaranty will not exceed $196 million.

The merger agreement provides that the parties are entitled to specific enforcement, including specific enforcement of Parent’s and Merger Sub’s obligations to consummate the mergers. However, we and Company OP may only seek specific performance to require Parent or Merger Sub to consummate the mergers if certain conditions are met, including (1) Parent and Merger Sub’s closing conditions under the merger agreement (other than those conditions that by their nature are to be satisfied at the closing and that are then capable of being satisfied if there were a closing) have been satisfied or waived, (2) the joint venture sale transaction and debt financing contemplated in connection with the merger agreement have been funded or would be funded at closing if the equity financing contemplated in connection with the merger agreement were funded at the closing, (3) Parent and Merger Sub have failed to complete the closing by the date the closing is required under the merger agreement and (4) the Company has confirmed in writing that, if specific performance is granted and the joint venture sale transaction, debt financing and equity financing are funded, we will consummate the closing in accordance with the merger agreement. Under no circumstances will we be entitled to both a grant of specific performance and payment of the parent termination fee, and under no circumstances will Parent or Merger Sub be permitted or entitled to receive both a grant of specific performance and payment of the company termination fee.

At any time prior to the merger effective time, any provision of the merger agreement may be amended or waived if, and only if, such amendment of waiver is in writing and signed, in the case of an amendment, by us, Company OP, Parent and Merger Sub. However, after receipt of the approval of our stockholders of the merger, if any such amendment or waiver would by applicable law or in accordance with the rules and regulations of the NYSE require further approval of the stockholders of the Company, the effectiveness of such amendment or waiver will be subject to such approval.