Statistik Asas
| LEI | 254900ZBXYX11W8ZL437 |
| CIK | 1873923 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Orion Properties Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| August 6, 2025 |
exhibit992orionsupplemen Exhibit 99.2 Supplemental Information Package 2025 Second Quarter Orion Supplemental Information June 30, 2025 Section Page About the Data 3 Forward-Looking Statements 4 Company Overview 6 Balance Sheets 8 Statements of Operations 9 Funds From Operations (FFO), Core FFO and Funds Available for Distribution (FAD) 10 EBITDA, EBITDAre and Adjusted EBITDA 11 Capital Structure |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40873 Orion Prop |
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| August 6, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Orion Properties Inc. Announces Second Quarter 2025 Results - Completed 639,000 Square Feet of Leasing Year-to-Date, Including 179,000 Square Feet in the Second Quarter and 80,000 Square Feet Subsequent to Quarter End - - Sold Four Vacant Properties in the Second Quarter for $26.9 Million - - Declares Dividend for Third Quarter 2025 - - Increases 2025 Core FFO Gu |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 ORION PROPERTIES INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organization |
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| May 15, 2025 |
As filed with the Securities and Exchange Commission on May 15, 2025 S-8 As filed with the Securities and Exchange Commission on May 15, 2025 Registration Statement No. |
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| May 15, 2025 |
Calculation of Filing Fee Table. EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Orion Properties Inc. |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2025 ORION PROPERTIES INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organization ( |
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| May 14, 2025 |
Amended and Restated Orion Properties Inc. 2021 Equity Incentive Plan ORION PROPERTIES INC. 2021 EQUITY INCENTIVE PLAN (AS AMENDED AND RESTATED) SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Orion Properties Inc. 2021 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Orion Properties Inc. (formerly known as Orion Office REIT Inc.) |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40873 Orion Pro |
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| May 7, 2025 |
Exhibit 99.2 Supplemental Information Package 2025 First Quarter Orion Supplemental Information March 31, 2025 Section Page About the Data 3 Forward-Looking Statements 4 Company Overview 6 Balance Sheets 8 Statements of Operations 9 Funds From Operations (FFO), Core FFO and Funds Available for Distribution (FAD) 10 EBITDA, EBITDAre and Adjusted EBITDA 11 Capital Structure 12 Debt Detail 13 Ratio A |
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| May 7, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Orion Properties Inc. Announces First Quarter 2025 Results - Leased 380,000 Square Feet and an Additional 73,000 Square Feet Subsequent to Quarter End - - Sold Three Vacant Properties Subsequent to Quarter End for $19.1 Million - - Declares Dividend for Second Quarter 2025 - - Reaffirms 2025 Outlook - Phoenix, AZ, May 7, 2025 - Orion Properties Inc. (NYSE: ONL) ( |
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| May 7, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2025 ORION PROPERTIES INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organization) ( |
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| May 7, 2025 |
Form of Time-Based Restricted Stock Unit Agreement pursuant to the O exhibit103-employeetimex ORION OFFICE REIT, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the Orion Office REIT, Inc. 2021 Equity Incentive Plan (as amended from time to time, the “Plan”). Orion Properties Inc., a Maryland corporation (f |
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| May 7, 2025 |
Form of Performance-Based Restricted Stock Unit Agreement pursuant to exhibit102-executiveperf 1 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (20) This Restricted Stock Unit Agreement (20) (this “Agreement”), dated as of , 20 (the “Grant Date”), is made by and between Orion Properties Inc. |
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| April 11, 2025 |
FOR IMMEDIATE RELEASE Orion Properties Inc. Provides 2025 Year-to-Date Highlights and Sets First Quarter 2025 Earnings Release and Webcast Dates - Completed 425,000 Square Feet of Leasing - - Sold Three Vacant Properties for $19.1 Million – - Maintains Strong Liquidity - - Sets Date and Time for First Quarter Release and Webcast - Phoenix, AZ, April 10, 2025 – Orion Properties Inc. (NYSE: ONL) (“O |
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| April 11, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2025 ORION PROPERTIES INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organization |
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| March 21, 2025 |
Orion Properties Inc. 2398 E. Camelback Road, Suite 1060, Phoenix, AZ 85016 New York Stock Exchange Symbol "ONL" March 14, 2025 Dear Shareholders, 2024 was a year of tremendous challenges and progress for Orion. The highlight of the year was leasing. During the year the overall market tone finally began to improve which was reflected in our leasing performance that totaled about 1.1 million square |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2025 ORION PROPERTIES INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organization) |
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| March 5, 2025 |
Exhibit 99.2 Supplemental Information Package 2024 Fourth Quarter and Full Year Orion Supplemental Information December 31, 2024 Section Page About the Data 3 Forward-Looking Statements 4 Company Overview 6 Balance Sheets 8 Statements of Operations 9 Funds From Operations (FFO), Core FFO and Funds Available for Distribution (FAD) 10 EBITDA, EBITDAre and Adjusted EBITDA 11 Capital Structure 12 Debt |
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| March 5, 2025 |
by and between Gary E. Landriau and Orion Properties Inc. dated March 5, 202 Page 1 of 7 ORION PROPERTIES INC. RETIREMENT AND CONSULTANCY AGREEMENT This Retirement and Consultancy Agreement (this "Agreement") is entered into by and between Gary E. Landriau ("Consultant") and Orion Properties Inc., a Maryland corporation (“REIT”) (formerly known as Orion Office REIT Inc.), and Orion Office REIT Services LLC, a Maryland limited liability company (formerly known as Orion Serv |
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| March 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40873 Orion Properti |
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| March 5, 2025 |
First Amendment to Second Amended and Restated Bylaws, dated as of March 5, 2025. CERTIFICATION OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED BYLAWS OF ORION OFFICE REIT INC. |
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| March 5, 2025 |
Exhibit 21.1 Subsidiaries of Orion Properties Inc. Entity Name Jurisdiction of Formation/Incorporation Orion Properties LP Maryland Orion Properties LP LLC Maryland Orion Properties Services LLC Maryland Orion TRS Inc. Maryland Orion Properties Systems LLC Delaware CLF Sawdust Member LLC Delaware Orion NCR San Ramon CA, LLC Delaware Orion Redding CA LLC Delaware Orion New Port Richey FL LLC Delawa |
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| March 5, 2025 |
ORION OFFICE REIT INC. ARTICLES OF AMENDMENT Orion Office REIT Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that: FIRST: The Corporation desires to, and does hereby, amend the charter of the Corporation as currently in effect (the “Charter”) pursuant to Sections 2-601 et seq. of the MARYLAND GE |
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| March 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2025 ORION PROPERTIES INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organization) |
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| March 5, 2025 |
The Company's Insider Trading Compliance Policy i Orion Office REIT Inc. Insider Trading Compliance Policy (Adopted on November 12, 2021, as amended on May 3, 2022 and November 8, 2023) Contents Page I. Summary ........................................................................................................................... 1 II. Statement of Policies Prohibiting Insider Trading ......................................................... |
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| March 5, 2025 |
CERTIFICATION OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED BYLAWS OF ORION OFFICE REIT INC. |
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| March 5, 2025 |
1 FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF ORION OFFICE REIT LP This FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”) of ORION OFFICE REIT LP (the “Company”), dated as of March 5, 2025, is entered into by and among Orion Properties Inc. |
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| March 5, 2025 |
Articles of Amendment to Articles of Amendment and Restatement, as amended through March 5, 2025. ORION OFFICE REIT INC. ARTICLES OF AMENDMENT Orion Office REIT Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that: FIRST: The Corporation desires to, and does hereby, amend the charter of the Corporation as currently in effect (the “Charter”) pursuant to Sections 2-601 et seq. of the MARYLAND GE |
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| March 5, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Orion Office REIT Inc. Changes Name to Orion Properties and Reports Fourth Quarter and Full Year 2024 Results - Completed 1.1 Million Square Feet of Leasing in 2024, Including 0.3 Million Square Feet in the Fourth Quarter - - Acquired One 97,000 Square Foot Property in 2024 for $34.6 Million - - Sold Two Vacant Properties in 2024 for $5.3 Million - - Declares Div |
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| March 5, 2025 |
First Amendment to Agreement of Limited Partnership. 1 FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF ORION OFFICE REIT LP This FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”) of ORION OFFICE REIT LP (the “Company”), dated as of March 5, 2025, is entered into by and among Orion Properties Inc. |
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| November 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2024 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organiza |
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| November 22, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2024 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organiz |
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| November 22, 2024 |
Exhibit 99.2 Supplemental Information Package 2024 Third Quarter Orion Supplemental Information September 30, 2024 Section Page About the Data 3 Forward-Looking Statements 4 Company Overview 6 Balance Sheets 8 Statements of Operations 9 Funds From Operations (FFO), Core FFO and Funds Available for Distribution (FAD) 10 EBITDA, EBITDAre and Adjusted EBITDA 11 Capital Structure 12 Debt Detail 13 Rat |
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| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2024 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organizat |
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| November 7, 2024 |
Exhibit 99.2 Supplemental Information Package 2024 Third Quarter Orion Supplemental Information September 30, 2024 Section Page About the Data 3 Forward-Looking Statements 4 Company Overview 6 Balance Sheets 8 Statements of Operations 9 Funds From Operations (FFO), Core FFO and Funds Available for Distribution (FAD) 10 EBITDA, EBITDAre and Adjusted EBITDA 11 Capital Structure 12 Debt Detail 13 Rat |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40873 Orion |
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| November 7, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Orion Office REIT Inc. Announces Third Quarter 2024 Results - Completed 832,000 Square Feet of Leasing Year-to-Date, Including 254,000 Square Feet in the Quarter - - Acquired One 97,000 Square Foot Property in San Ramon, California for $34.6 Million - - Declares Dividend for Fourth Quarter 2024 - - Updated 2024 Outlook - Phoenix, AZ, November 7, 2024 - Orion Offi |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40873 Orion Offi |
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| August 8, 2024 |
Orion Office REIT Inc. 2398 E. Camelback Road, Suite 1060, Phoenix, AZ 85016 New York Stock Exchange Symbol “ONL” August 8, 2024 VIA ELECTRONIC TRANSMISSION (EDGAR) Peter McPhun Accountant U. S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Orion Office REIT Inc. Form 10-K for the year ended December 31, 2023 Filed February 27, 2024 File No. 001-40873 Dear Mr. McPh |
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| August 8, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Orion Office REIT Inc. Announces Second Quarter 2024 Results - Completed 470,000 Square Feet of Leasing and an Additional 55,000 Square Feet Subsequent to Quarter End Bringing Total Leasing 2024 Year-to-Date to 633,000 Square Feet and Since Spin to 2.4 Million Square Feet - - Sold One Vacant Property Bringing Total Properties Sold Since the Spin to 18 and 1.9 Mil |
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| August 8, 2024 |
Q2 2024 SUPPLEMENTAL INFORMATION Exhibit 99.2 Q2 2024 SUPPLEMENTAL INFORMATION Orion Supplemental Information June 30, 2024 Section Page About the Data 3 Forward-Looking Statements 4 Company Overview 6 Balance Sheets 8 Statements of Operations 9 Funds From Operations (FFO), Core FFO and Funds Available for Distribution (FAD) 10 EBITDA, EBITDAre and Adjusted EBITDA 11 Capital Structure 12 Debt Detail 13 Ratio Analysis 14 Credit Fa |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2024 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organizatio |
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| July 24, 2024 |
ONL / Orion Office REIT Inc. / Madison Avenue Partners, LP Passive Investment #SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 3)* Orion Office REIT Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 68629Y103 (CUSIP Number) July 22, 2024 (Date of E |
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| July 19, 2024 |
orionofficereitincrespon Orion Office REIT Inc. 2398 E. Camelback Road, Suite 1060, Phoenix, AZ 85016 New York Stock Exchange Symbol “ONL” July 19, 2024 VIA ELECTRONIC TRANSMISSION (EDGAR) Peter McPhun Accountant U. S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Orion Office REIT Inc. Form 10-K for the year ended December 31, 2023 Filed February 27, 2024 File No. |
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| May 15, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organization |
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| May 8, 2024 |
Orion Office REIT Inc. 2398 E. Camelback Road, Suite 1060, Phoenix, AZ 85016 New York Stock Exchange Symbol “ONL” May 8, 2024 VIA ELECTRONIC TRANSMISSION (EDGAR) Peter McPhun Accountant U. S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Orion Office REIT Inc. Form 10-K for the year ended December 31, 2023 Filed February 27, 2024 File No. 001-40873 Dear Mr. McPhun: |
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| May 8, 2024 |
Q1 2024 SUPPLEMENTAL INFORMATION Exhibit 99.2 Q1 2024 SUPPLEMENTAL INFORMATION Orion Supplemental Information March 31, 2024 Section Page About the Data 3 Forward-Looking Statements 4 Company Overview 6 Balance Sheets 8 Statements of Operations 9 Funds From Operations (FFO), Core FFO and Funds Available for Distribution (FAD) 10 EBITDA, EBITDAre and Adjusted EBITDA 11 Capital Structure 12 Debt Detail 13 Ratio Analysis 14 Credit F |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40873 Orion Off |
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| May 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2024 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organization) |
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| May 8, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Orion Office REIT Inc. Announces First Quarter 2024 Results - Completed 108,000 Square Feet of Leasing and an Additional 414,000 Square Feet Subsequent to Quarter End - - Declares Dividend of $0.10 Per Share for First Quarter 2024 - - Company Reaffirms 2024 Outlook - Phoenix, AZ, May 8, 2024 - Orion Office REIT Inc. (NYSE: ONL) (“Orion” or the “Company”), a fully |
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| May 8, 2024 |
NAI-1539712032v7 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of May 3, 2024 (this “Agreement”), is among ORION OFFICE REIT LP, a limited partnership formed under the laws of the State of Maryland (the “Borrower”), ORION OFFICE REIT INC. |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| February 27, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Orion Office REIT Inc. Announces Fourth Quarter and Full Year 2023 Results - Completed 261,000 Square Feet of Leasing and an Additional 95,000 Square Feet Subsequent to Year End - - Sold Six Properties for $25.4 million - - Repaid $59.0 million in Debt Obligations - - Declares Dividend of $0.10 Per Share for First Quarter 2024 - Phoenix, AZ, February 27, 2024 - O |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40873 Orion Office R |
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| February 27, 2024 |
Orion Office REIT Inc. Policy for Recoupment of Incentive Compensation Exhibit 97.1 ORION OFFICE REIT INC. POLICY FOR RECOUPMENT OF INCENTIVE COMPENSATION The Board of Directors (the “Board”) of Orion Office REIT Inc. (the “Company”) first adopted this policy on November 12, 2021 and amended this policy on November 8, 2023 (as so amended, this “Policy”) to conform and comply with the mandatory clawback requirements of the Dodd-Frank Wall Street Reform and Consumer Pr |
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| February 27, 2024 |
Exhibit 21.1 Subsidiaries of Orion Office REIT Inc. Entity Name Jurisdiction of Formation/Incorporation Orion Office REIT LP Maryland Orion Office REIT LP LLC Maryland Orion Office REIT Services LLC Maryland Orion TRS Inc. Maryland Orion Office Systems LLC Delaware CLF Sawdust Member LLC Delaware Orion Sierra Vista AZ LLC Delaware Orion El Centro CA LLC Delaware Orion Redding CA LLC Delaware Orion |
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| February 27, 2024 |
Exhibit 10.15 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (20) This Restricted Stock Unit Agreement (20) (this “Agreement”), dated as of , 20 (the “Grant Date”), is made by and between Orion Office REIT Inc., a Maryland corporation (the “Company”), and [] (the “Participant”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (a |
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| February 27, 2024 |
Q4 2023 SUPPLEMENTAL INFORMATION Exhibit 99.2 Q4 2023 SUPPLEMENTAL INFORMATION Orion Supplemental Information December 31, 2023 Section Page About the Data 3 Forward-Looking Statements 4 Company Overview 6 Balance Sheets 8 Statements of Operations 9 Funds From Operations (FFO), Core FFO and Funds Available for Distribution (FAD) 10 EBITDA, EBITDAre and Adjusted EBITDA 11 Capital Structure 12 Debt Detail 13 Ratio Analysis 14 Credi |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 27, 2024 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organiza |
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| February 14, 2024 |
ONL / Orion Office REIT Inc. / Sanda Par Olof - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment SC 13G/A 1 ea193696-13ga2sandaorion.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Orion Office REIT Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 68629Y103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) |
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| February 14, 2024 |
EX-99.1 2 ea193696ex99-1orion.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint fili |
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| February 14, 2024 |
ONL / Orion Office REIT Inc. / Madison Avenue Partners, LP Passive Investment SC 13G/A 1 orion13ga-02142024.htm #SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 2)* Orion Office REIT Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 68629Y103 (CUSI |
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| February 13, 2024 |
ONL / Orion Office REIT Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01629-orionofficereitinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Orion Office REIT Inc Title of Class of Securities: Common Stock CUSIP Number: 68629Y103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to des |
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| November 9, 2023 |
Q3 2023 SUPPLEMENTAL INFORMATION Exhibit 99.2 Q3 2023 SUPPLEMENTAL INFORMATION Orion Supplemental Information September 30, 2023 Section Page About the Data 3 Forward-Looking Statements 4 Company Overview 6 Balance Sheets 8 Statements of Operations 9 Funds From Operations (FFO), Core FFO and Funds Available for Distribution (FAD) 10 EBITDA, EBITDAre and Adjusted EBITDA 11 Capital Structure 12 Debt Detail 13 Ratio Analysis 14 Cred |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organizat |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40873 Orion |
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| November 9, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Orion Office REIT Inc. Announces Third Quarter 2023 Results - Entered into 10-Year Lease Renewal for a 90,000 Square Foot Property Subsequent to Quarter End - - Sold Three Properties for $15.4 million and Agreements in Place to Sell Nine Properties for $46.6 million - - Declares Dividend of $0.10 Per Share for Fourth Quarter - - Updated 2023 Outlook - Phoenix, AZ |
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| September 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2023 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organiza |
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| September 8, 2023 |
Second Amended and Restated Bylaws of Orion Office REIT Inc. ORION OFFICE REIT INC. SECOND AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors m |
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| August 9, 2023 |
Q2 2023 SUPPLEMENTAL INFORMATION Exhibit 99.2 Q2 2023 SUPPLEMENTAL INFORMATION Orion Supplemental Information June 30, 2023 Section Page Company Overview 6 Balance Sheets 8 Statements of Operations 9 Funds From Operations (FFO), Core Funds From Operations (Core FFO) and Funds Available for Distribution (FAD) 10 EBITDA, EBITDAre and Adjusted EBITDA 11 Capital Structure 12 Debt Detail 13 Ratio Analysis 14 Credit Facility Revolver C |
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| August 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2023 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organizatio |
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| August 9, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Orion Office REIT Inc. Announces Second Quarter 2023 Results - Closed Credit Agreement Amendment - - Declares Dividend of $0.10 Per Share for Third Quarter - - Updated 2023 Outlook - Phoenix, AZ, August 9, 2023 - Orion Office REIT Inc. (NYSE: ONL) (“Orion” or the “Company”), a fully-integrated real estate investment trust focused on the ownership, acquisition and |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40873 Orion Offi |
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| June 29, 2023 |
EX-10.1 Exhibit 10.1 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of June 29, 2023 (this “Agreement”), is among ORION OFFICE REIT LP, a limited partnership formed under the laws of the State of Maryland (the “Borrower”), ORION OFFICE REIT INC., a corporation formed under the laws of the State of Maryland (“Parent”), WELLS FARGO BANK, NA |
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| June 29, 2023 |
Orion Office REIT Inc. Announces Amendment to Credit Agreement Exhibit 99.1 FOR IMMEDIATE RELEASE Orion Office REIT Inc. Announces Amendment to Credit Agreement Phoenix, AZ, June 29, 2023 — Orion Office REIT Inc. (NYSE: ONL) (“Orion” or the “Company”), a fully-integrated real estate investment trust focused on the ownership, acquisition and management of single-tenant net lease mission-critical suburban office properties located across the U.S., announced tod |
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| June 29, 2023 |
United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 29, 2023 (Date of Earliest Event Reported) ORION OFFICE REIT INC. (Exact name of registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organization |
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| May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2023 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organization |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organization ( |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40873 Orion Off |
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| May 9, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Orion Office REIT Inc. Announces First Quarter 2023 Results - Total Revenues of $50.2 million - - Net Loss Attributable to Common Stockholders of $(8.9) million, or $(0.16) Per Share - - Core Funds From Operations of $25.3 million, or $0.45 Per Share - - All Outstanding Debt is 100% Fixed or Swapped to Fixed - - Declares Dividend of $0.10 Per Share for Second Qua |
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| May 9, 2023 |
Q1 2023 SUPPLEMENTAL INFORMATION Exhibit 99.2 Q1 2023 SUPPLEMENTAL INFORMATION Orion Supplemental Information March 31, 2023 Section Page Company Overview 6 Balance Sheets 8 Statements of Operations 9 Funds From Operations (FFO), Core Funds From Operations (Core FFO) and Funds Available for Distribution (FAD) 10 EBITDA, EBITDAre and Adjusted EBITDA 11 Capital Structure 12 Debt Detail 13 Ratio Analysis 14 Credit Facility Covenants |
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| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| March 8, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Orion Office REIT Inc.® Announces Fourth Quarter and Full Year 2022 Results - 2022 Total Revenues of $208.1 million - - 2022 Net Loss Attributable to Common Stockholders of $(97.5) million, or $(1.72) Per Share - - 2022 Core Funds From Operations of $101.8 million, or $1.80 Per Share, Exceeding Guidance by $0.02 Per Share - - Completed 0.8 million Square Feet of |
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| March 8, 2023 |
Exhibit 10.14 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (2023) This Restricted Stock Unit Agreement (2023) (this “Agreement”), dated as of , 2023 (the “Grant Date”), is made by and between Orion Office REIT Inc., a Maryland corporation (the “Company”), and [] (the “Participant”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the P |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2023 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organization |
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| March 8, 2023 |
Q4 2022 SUPPLEMENTAL INFORMATION Exhibit 99.2 Q4 2022 SUPPLEMENTAL INFORMATION Orion Supplemental Information December 31, 2022 Section Page Company Overview 6 Balance Sheets 8 Statements of Operations 9 Funds From Operations (FFO), Core Funds From Operations (Core FFO) and Funds Available for Distribution (FAD) 10 EBITDA, EBITDAre and Adjusted EBITDA 11 Capital Structure 12 Debt Detail 13 Ratio Analysis 14 Credit Facility Covena |
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| March 8, 2023 |
Exhibit 21.1 Subsidiaries of Orion Office REIT Inc. Entity Name Jurisdiction of Formation/Incorporation Orion Office REIT LP Maryland Orion Office REIT LP LLC Maryland Orion Office REIT Services LLC Maryland Orion TRS Inc. Maryland Orion Office Systems LLC Delaware CLF Sawdust Member LLC Delaware Orion Sierra Vista AZ LLC Delaware Orion El Centro CA LLC Delaware Orion Redding CA LLC Delaware Orion |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40873 Orion Office R |
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| February 14, 2023 |
ONL / Orion Office REIT Inc / Sessa Capital (Master), L.P. Passive Investment SC 13G/A 1 fp0082117-4sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) * ORION OFFICE REIT INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 68629Y103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate b |
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| February 14, 2023 |
ONL / Orion Office REIT Inc / Madison Avenue Partners, LP Passive Investment SC 13G/A 1 orion13ga1021423.htm #SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Orion Office REIT Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 68629Y103 (CUSIP |
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| February 13, 2023 |
ONL / Orion Office REIT Inc / Sanda Par Olof - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Orion Office REIT Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 68629Y103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| February 9, 2023 |
ONL / Orion Office REIT Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01596-orionofficereitinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Orion Office REIT Inc. Title of Class of Securities: REIT CUSIP Number: 68629Y103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate |
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| December 5, 2022 |
Exhibit 10.1 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 1, 2022 (this ?Agreement?), is among ORION OFFICE REIT LP, a limited partnership formed under the laws of the State of Maryland (the ?Borrower?), ORION OFFICE REIT INC., a corporation formed under the laws of the State of Maryland (?Parent?), WELLS FARGO BANK, NATIONAL |
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| December 5, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: December 1, 2022 (Date of Earliest Event Reported) ORION OFFICE REIT INC. (Exact name of registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organizat |
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| November 15, 2022 |
Exhibit 1.1 ORION OFFICE REIT INC. (a Maryland corporation) ORION OFFICE REIT LP (a Maryland limited partnership) $100,000,000 Shares of Common Stock (par value $0.001 per share) EQUITY DISTRIBUTION AGREEMENT November 15, 2022 J.P. Morgan Securities LLC 383 Madison Avenue, 6th Floor New York, New York 10179 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, NY 10020 Scotia Capital (US |
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| November 15, 2022 |
Form of Master Forward Confirmation Exhibit 1.2 FORM OF MASTER FORWARD CONFIRMATION Date: November [?], 2022 To: Orion Office REIT Inc. 2325 E. Camelback Road, Suite 850 Phoenix, AZ 85016 [email] From: [Dealer Name and Address] Re: Master Confirmation for Registered Forward Transactions Ladies and Gentlemen: The purpose of this letter agreement (this ?Master Confirmation?) is to confirm the terms and conditions of the transactions ( |
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| November 15, 2022 |
$100,000,000 ORION OFFICE REIT INC. Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-268121 Prospectus supplement (To prospectus dated November 14, 2022) $100,000,000 ORION OFFICE REIT INC. Common Stock We have entered into an equity distribution agreement (the ?Distribution Agreement?) with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Scotia Capital (USA) Inc. and TD Sec |
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| November 15, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2022 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or other jurisdiction of incorporation) (Commissio |
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| November 9, 2022 |
Orion Office REIT Inc. 2325 E. Camelback Road, Suite 850 Phoenix, AZ 85016 Orion Office REIT Inc. 2325 E. Camelback Road, Suite 850 Phoenix, AZ 85016 November 9, 2022 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Nana McLean Re: Acceleration Request of Orion Office REIT Inc. Registration Statement on Form S-3 (File No. 333-268123) CIK No. |
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| November 9, 2022 |
Orion Office REIT Inc. 2325 E. Camelback Road, Suite 850 Phoenix, AZ 85016 Orion Office REIT Inc. 2325 E. Camelback Road, Suite 850 Phoenix, AZ 85016 November 9, 2022 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Nana McLean Re: Acceleration Request of Orion Office REIT Inc. Registration Statement on Form S-3 (File No. 333-268121) CIK No. |
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| November 2, 2022 |
Amended and Restated Code of Business Conduct and Ethics ORION OFFICE REIT INC. CODE OF BUSINESS CONDUCT AND ETHICS The Board of Directors (the ?Board?) of Orion Office REIT Inc. (the ?Company?) adopted this Code of Business Conduct and Ethics (the ?Code?) on November 12, 2021 and last updated this Code on November 1, 2022. The Board will periodically review this Code of Business Conduct and Ethics to ensure that it is adequate and up-to-date. This Code |
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| November 2, 2022 |
Q3 2022 SUPPLEMENTAL INFORMATION Exhibit 99.2 Q3 2022 SUPPLEMENTAL INFORMATION Orion Supplemental Information September 30, 2022 Section Page Company Overview 6 Balance Sheets 8 Statements of Operations 9 Funds From Operations (FFO), Core Funds From Operations (Core FFO) and Funds Available for Distribution (FAD) 10 EBITDA, EBITDAre and Adjusted EBITDA 11 Capital Structure 12 Debt Detail 13 Ratio Analysis 14 Credit Facility Coven |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40873 Orion |
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| November 2, 2022 |
As filed with the Securities and Exchange Commission on November 2, 2022 S-3 1 d417778ds3.htm FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on November 2, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Orion Office REIT Inc. (Exact Name of Registrant as specified in its charter) Maryland 87-1656425 (State or Other Jurisd |
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| November 2, 2022 |
Exhibit 4.3 ORION OFFICE REIT INC. TO , Trustee Form of Indenture (For [Subordinated]* Debt Securities) Dated as of , 202 TABLE OF CONTENTS ? Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01. Definitions 1 Section 1.02. Compliance Certificates and Opinions 6 Section 1.03. Form of Documents Delivered to Trustee 7 Section 1.04. Acts of Holders 7 Section 1.05. Not |
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| November 2, 2022 |
Power of Attorney (included on signature page of this registration statement)** Table of Contents As filed with the Securities and Exchange Commission on November 2, 2022 Registration No. |
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| November 2, 2022 |
Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR EVIDENCE THAT AN EXEMPTION FROM SUCH REGISTRATION EXISTS. ORION |
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| November 2, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Orion Office REIT Inc. |
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| November 2, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Orion Office REIT Inc. |
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| November 2, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2022 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organizat |
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| November 2, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Orion Office REIT Inc.? Announces Third Quarter 2022 Results - Total Revenues of $51.8 million - - Net Loss Attributable to Common Stockholders of $(53.0) million, or $(0.94) Per Share - - Core FFO of $24.0 million, or $0.42 Per Share - - Sold Six Properties for $24.8 million and Agreements in Place to Sell Four Additional Properties for $15.9 million - - Board o |
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| August 8, 2022 |
ONL / Orion Office REIT Inc / Sanda Par Olof - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Orion Office REIT Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 68629Y103 (CUSIP Number) August 5, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| August 3, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Orion Office REIT Inc.? Announces Second Quarter 2022 Results - Total Revenue of $52.8 million - - Core FFO of $26.8 million, or $0.47 Per Share - - Secured 206,000 Square Feet of Lease Extensions - - Sold Two Properties for $9.2 million and Agreements in Place to Sell Six Additional Properties for $18.9 million - Phoenix, AZ, August 3, 2022 - Orion Office REIT I |
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| August 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2022 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organizatio |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40873 Orion Offi |
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| August 3, 2022 |
Q2 2022 SUPPLEMENTAL INFORMATION Exhibit 99.2 Q2 2022 SUPPLEMENTAL INFORMATION Orion Supplemental Information June 30, 2022 Section Page Company Overview 6 Balance Sheet 8 Statements of Operations 9 Funds From Operations (FFO), Core Funds From Operations (Core FFO) and Funds Available for Distribution (FAD) 10 EBITDA, EBITDAre and Adjusted EBITDA 11 Capital Structure 12 Debt Detail 13 Ratio Analysis 14 Credit Facility Covenants 1 |
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| May 27, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2022 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organization |
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| May 4, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Orion Office REIT Inc.? Announces First Quarter 2022 Results - Total Revenue of $53.2 million - - Core FFO of $28.0 million, or $0.49 Per Share - - Secured 178,000 Square Feet of Lease Extensions and Expansions in Texas and Georgia - - Reached Agreement to Sell Three Properties for $13 million - Phoenix, AZ, May 4, 2022 - Orion Office REIT Inc. (NYSE: ONL) (?Orio |
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| May 4, 2022 |
Q1 2022 SUPPLEMENTAL INFORMATION Exhibit 99.2 Q1 2022 SUPPLEMENTAL INFORMATION Orion Supplemental Information March 31, 2022 Section Page Company Overview 6 Balance Sheet 8 Statements of Operations 9 Funds From Operations (FFO), Core Funds From Operations (Core FFO) and Funds Available for Distribution (FAD) 10 EBITDA, EBITDAre and Adjusted EBITDA 11 Capital Structure 12 Debt Detail 13 Ratio Analysis 14 Credit Facility Covenants |
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| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40873 Orion Off |
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| May 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2022 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organization ( |
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| April 14, 2022 |
ONL / Orion Office REIT Inc / Madison Avenue Partners, LP Passive Investment #SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Orion Office REIT Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 68629Y103 (CUSIP Number) April 4, 2022 (Date of Ev |
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| April 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| April 7, 2022 |
Definitive Proxy Statement on Schedule 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| March 24, 2022 |
Q4 2021 SUPPLEMENTAL INFORMATION Exhibit 99.2 Q4 2021 SUPPLEMENTAL INFORMATION Orion Supplemental Information December 31, 2021 Section Page Company Overview 6 Balance Sheet 8 Statements of Operations 9 Funds From Operations (FFO), Core Funds From Operations (Core FFO) and Funds Available for Distribution (FAD) 10 EBITDA, EBITDAre and Adjusted EBITDA 11 Capital Structure 12 Debt Detail 13 Ratio Analysis 14 Credit Facility Covenan |
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| March 24, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2022 ORION OFFICE REIT INC. (Exact name of Registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organizatio |
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| March 24, 2022 |
Exhibit 10.15 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (2022) This Restricted Stock Unit Agreement (2022) (this ?Agreement?), dated as of , 2022 (the ?Grant Date?), is made by and between Orion Office REIT Inc., a Maryland corporation (the ?Company?), and [] (the ?Participant?). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the P |
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| March 24, 2022 |
Exhibit 21.1 Subsidiaries of Orion Office REIT Inc. Entity Name Jurisdiction of Formation/Incorporation Orion Office REIT LP Maryland Orion Office REIT LP LLC Maryland Orion Office REIT Services LLC Maryland Orion TRS Inc. Maryland Orion Office Systems LLC Delaware CLF Sawdust Member LLC Delaware Orion Sierra Vista AZ LLC Delaware Orion El Centro CA LLC Delaware Orion Redding CA LLC Delaware Orion |
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| March 24, 2022 |
Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2021, Orion Office REIT Inc., a Maryland corporation ("Orion," "we," "us," ?our,? and the "Company"), had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our common stock, $0.001 par value per share (our "common stock"). Our common stock is listed on The New York St |
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| March 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40873 Orion Office R |
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| March 24, 2022 |
Orion Office REIT Inc.® Announces Fourth Quarter 2021 Operating Results Exhibit 99.1 FOR IMMEDIATE RELEASE Orion Office REIT Inc.? Announces Fourth Quarter 2021 Operating Results Phoenix, AZ, March 24, 2022 - Orion Office REIT Inc. (NYSE: ONL) (?Orion? or the ?Company?), a fully-integrated real estate investment trust focused on the ownership, acquisition and management of single-tenant net lease mission-critical suburban office properties located across the U.S., ann |
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| February 14, 2022 |
Exhibit 10.1 LOAN AGREEMENT Dated as of February 10, 2022 Among THE ENTITIES SET FORTH ON SCHEDULE I ATTACHED HERETO, as Borrower and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender TABLE OF CONTENTS Page Article 1. DEFINITIONS; PRINCIPLES OF CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Principles of Construction 32 Article 2. GENERAL TERMS 33 Section 2.1 The Loan 33 Section 2.2 Disburse |
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| February 14, 2022 |
ONL / Orion Office REIT Inc / Sessa Capital (Master), L.P. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. )* ORION OFFICE REIT INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 68629Y103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| February 14, 2022 |
SCHEDULE 13G CUSIP No. 68629Y103 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree, as of February 14, 2022, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Common Stock |
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| February 14, 2022 |
United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 10, 2022 (Date of Earliest Event Reported) ORION OFFICE REIT INC. (Exact name of registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organiza |
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| February 14, 2022 |
Exhibit 10.2 Loan No. 31-0960149 GUARANTY OF RECOURSE OBLIGATIONS FOR VALUE RECEIVED, and to induce WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address c/o Wells Fargo Commercial Mortgage Servicing, 401 S. Tryon Street, 8th Floor, Charlotte, North Carolina 28202 (together with its successors and/or assigns, ?Lender?), to lend to THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, each a Delaw |
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| February 10, 2022 |
ONL / Orion Office REIT Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Orion Office REIT Inc. Title of Class of Securities: REIT CUSIP Number: 68629Y103 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule |
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| December 9, 2021 |
ONL / Orion Office REIT Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Orion Office REIT Inc. Title of Class of Securities: REIT CUSIP Number: 68629Y103 Date of Event Which Requires Filing of this Statement: November 30, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d |
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| December 2, 2021 |
Exhibit 10.12 ORION OFFICE REIT, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the Orion Office REIT, Inc. 2021 Equity Incentive Plan (as amended from time to time, the ?Plan?). Orion Office REIT, Inc., a Maryland corporation (the ?Compa |
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| December 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40873 Orion |
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| December 2, 2021 |
Exhibit 10.11 ORION OFFICE REIT, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE (NON-EMPLOYEE DIRECTORS) Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the Orion Office REIT, Inc. 2021 Equity Incentive Plan (as amended from time to time, the ?Plan?). Orion Office REIT, Inc., a Marylan |
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| November 15, 2021 |
Exhibit 3.1 ORION OFFICE REIT INC. ARTICLES OF AMENDMENT AND RESTATEMENT ORION OFFICE REIT INC., a Maryland corporation (the ?Corporation?), hereby certifies to the State Department of Assessments and Taxation of Maryland (the ?SDAT?) that: FIRST: The Corporation desires to, and does hereby, amend and restate in its entirety the charter of the Corporation (the ?Charter?) as currently in effect pur |
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| November 15, 2021 |
Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR EVIDENCE THAT AN EXEMPTION FROM SUCH REGISTRATION EXISTS. ORION |
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| November 15, 2021 |
Exhibit 10.4 Execution Version GUARANTY THIS GUARANTY, dated as of November 12, 2021 (this ?Guaranty?), executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons, each a ?Guarantor? and collectively, th |
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| November 15, 2021 |
Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and among REALTY INCOME CORPORATION, ORION OFFICE REIT INC., and ORION OFFICE REIT LP Dated as of November 11, 2021 SEPARATION AND DISTRIBUTION AGREEMENT THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November 11, 2021 (this ?Agreement?), is by and among Realty Income Corporation, a Maryland corporation (?Realty Income?), Orion Office R |
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| November 15, 2021 |
Exhibit 10.2 Execution Version CREDIT AGREEMENT dated as of November 12, 2021 by and among ORION OFFICE REIT INC., as Parent, ORION OFFICE REIT LP, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.5., as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent WELLS FARGO SECURITIES, LLC, as Lead Arranger and Bookrunner TABLE OF CONT |
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| November 15, 2021 |
United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 10, 2021 (Date of Earliest Event Reported) ORION OFFICE REIT INC. (Exact name of registrant as specified in its charter) Maryland 001-40873 87-1656425 (State or Other Jurisdiction of Incorporation or Organiza |
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| November 15, 2021 |
Exhibit 10.6 right of first offer AGREEMENT This RIGHT OF FIRST OFFER AGREEMENT (this ?Agreement?) is made as of this 12th day of November, 2021 (the ?Effective Date?), by and between ORION OFFICE REIT INC., a Maryland corporation (?Grantor?) and OAP/VER VENTURE, LLC, a Delaware limited liability company (?Grantee?). Grantor and Grantee may each be referred to herein as a ?Party? and shall be coll |
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| November 15, 2021 |
Orion Office REIT Inc. 2021 Equity Incentive Plan Exhibit 10.7 ORION OFFICE REIT INC. 2021 EQUITY INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Orion Office REIT Inc. 2021 Equity Incentive Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Orion Office REIT, Inc. (the ?Company?) and its Subsidiaries upon whose jud |
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| November 15, 2021 |
Exhibit 2.4 EMPLOYEE MATTERS AGREEMENT by and among REALTY INCOME CORPORATION, VEREIT, INC., ORION OFFICE REIT INC., and ORION OFFICE REIT LP Dated as of November 12, 2021 TABLE OF CONTENTS Page Article I DEFINED TERMS 1 Section 1.01 Certain Defined Terms 1 Article II GENERAL PRINCIPLES 5 Section 2.01 Nature of Liabilities 5 Section 2.02 General Allocation of Liabilities and Assets 5 Section 2.03 |
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| November 15, 2021 |
Exhibit 10.5 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OAP/VER VENTURE, LLC THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of OAP/VER Venture, LLC (the ?Company?) is made and entered into as of this 12th day of November, 2021 (the ?Effective Date?), by and between ORION OFFICE REIT LP, a Maryland limited partnership (the ?Orion Member?), and OAP HOLDINGS LLC, a Del |
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| November 15, 2021 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of November 12, 2021 by and among ORION OFFICE REIT INC., as Parent, ORION OFFICE REIT LP, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.5., as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD. |
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| November 15, 2021 |
Tax Matters Agreement by and among Realty Income Corporation and Orion Office REIT Inc. Exhibit 2.3 Execution Version TAX MATTERS AGREEMENT by and between REALTY INCOME CORPORATION and ORION OFFICE REIT INC. dated as of November 12, 2021 TABLE OF CONTENTS Page Section 1. Definition of Terms 1 Section 2. Allocation of Tax Liabilities. 6 Section 2.1 General Rule 6 Section 2.2 General Allocation Principles 6 Section 2.3 Allocation Conventions 7 Section 2.4 Transfer Taxes 7 Section 3. Pr |
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| November 15, 2021 |
Exhibit 10.3 Execution Version GUARANTY THIS GUARANTY, dated as of November 12, 2021 (this ?Guaranty?), executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons, each a ?Guarantor? and collectively, th |
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| November 15, 2021 |
Transition Services Agreement by and among Realty Income Corporation and Orion Office REIT Inc. Exhibit 2.2 TRANSITION SERVICES AGREEMENT BY AND BETWEEN REALTY INCOME CORPORATION AND ORION OFFICE REIT INC. DATED AS OF NOVEMBER 12, 2021 TABLE OF CONTENTS Page Article I SERVICES 1 Section 1.01 General 1 Section 1.02 Quality of Services 2 Section 1.03 Duration of Services 2 Section 1.04 Third Party Services 2 Section 1.05 Responsible Personnel 2 Section 1.06 Changes to Services 3 Section 1.07 A |
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| November 15, 2021 |
Exhibit 3.2 ORION OFFICE REIT INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Direct |
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| November 12, 2021 |
Amended and Restated Articles of Incorporation. EX-3.1 2 tm2132432d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 ORION OFFICE REIT INC. ARTICLES OF AMENDMENT AND RESTATEMENT ORION OFFICE REIT INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that: FIRST: The Corporation desires to, and does hereby, amend and restate in its entirety the charter of the Corporation |
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| November 12, 2021 |
Orion Office REIT Inc. 2021 Equity Incentive Plan EX-10.1 5 tm2132432d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 ORION OFFICE REIT INC. 2021 EQUITY INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Orion Office REIT Inc. 2021 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Orion Office REIT, Inc. (the “ |
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| November 12, 2021 |
Exhibit 3.2 ORION OFFICE REIT INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Direct |
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| November 12, 2021 |
As filed with the Securities and Exchange Commission on November 12, 2021 As filed with the Securities and Exchange Commission on November 12, 2021 Registration No. |
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| October 25, 2021 |
Financial Statements and Exhibits, Other Events ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2021 ? Orion Office REIT Inc. (Exact Name of Registrant as Specified in its Charter) ? ? Maryland ? ? 001-40873 ? ? 87-1656425 ? ? (State or Other Jurisdiction o |
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| October 25, 2021 |
INFORMATION STATEMENT Orion Office REIT Inc. EX-99.1 2 tm2122336d12ex99-1.htm EXHIBIT-99.1 TABLE OF CONTENTS Exhibit 99.1 October 22, 2021 Dear Realty Income Stockholder: We are pleased to inform you that on October 22, 2021, the board of directors of Realty Income Corporation, a Maryland corporation (“Realty Income”), declared a distribution of the outstanding shares of common stock of Orion Office REIT Inc., a Maryland corporation (“Orion |
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| October 20, 2021 |
Orion Office REIT Inc. 2325 E. Camelback Road, Floor 8, Phoenix, AZ 85016 Orion Office REIT Inc. 2325 E. Camelback Road, Floor 8, Phoenix, AZ 85016 October 20, 2021 BY EDGAR AND FEDERAL EXPRESS Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Peter McPhun; Kristina Marrone; Ruairi Regan; Brigitte Lippmann Re: Orion Office REIT Inc. Draft Registration Statement on Form 10 Submitted July |
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| October 4, 2021 |
Exhibit 10.4 LIMITED LIABILITY COMPANY AGREEMENT OF OAP/VER VENTURE, LLC THIS LIMITED LIABILITY COMPANY AGREEMENT is made and entered into as of this 13th day of January, 2020, by and between VEREIT REAL ESTATE, L.P., a Delaware limited partnership (the "VEREIT Member"), and OAP HOLDINGS LLC, a Delaware limited liability company (the "Investor Member"). ARTICLE 1 DEFINITIONS The followin |
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| October 4, 2021 |
Articles of Incorporation of Orion Office REIT Inc., dated July 1, 2021.** Exhibit 3.1 ARTICLES OF INCORPORATION OF ORION OFFICE REIT INC. ARTICLE I INCORPORATOR The undersigned, Douglas M. Fox, whose address is ? Ballard Spahr LLP, 300 East Lombard Street, Suite 1800, Baltimore Maryland 21202, being at least eighteen (18) years of age, does hereby form a corporation under the general laws of the State of Maryland. ARTICLE II NAME The name of the corporation (this ?Corpo |
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| October 4, 2021 |
Exhibit 10.3 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the [•] day of [•], 20 (the “Effective Date”), by and between Orion Office REIT Inc., a Maryland corporation (the “Company”), and [•] (“Indemnitee”) (together referred to as the “Parties”). WHEREAS, Indemnitee commenced service as a [director] [and] [officer] of the Company as of |
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| October 4, 2021 |
EX-2.5 6 tm2122336d6ex2-5.htm EXHIBIT 2.5 Exhibit 2.5 EMPLOYEE MATTERS AGREEMENT by and among REALTY INCOME CORPORATION, VEREIT, INC., ORION OFFICE REIT INC., and ORION OFFICE REIT LP Dated as of [●], 2021 TABLE OF CONTENTS Page Article I DEFINED TERMS 1 Section 1.01 Certain Defined Terms 1 Article II GENERAL PRINCIPLES 5 Section 2.01 Nature of Liabilities 5 Section 2.02 General Allocation of Liab |
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| October 4, 2021 |
Form of Articles of Amendment and Restatement of Orion Office REIT Inc.** EX-3.3 9 tm2122336d6ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 ORION OFFICE REIT INC. ARTICLES OF AMENDMENT AND RESTATEMENT ORION OFFICE REIT INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that: FIRST: The Corporation desires to, and does hereby, amend and restate in its entirety the charter of the Cor |
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| October 4, 2021 |
TABLE OF CONTENTS ?Exhibit 99.1? ????, 2021 Dear Realty Income Stockholder: We are pleased to inform you that on ????? , 2021, the board of directors of Realty Income Corporation, a Maryland corporation (?Realty Income?), declared a distribution of the outstanding shares of common stock of Orion Office REIT Inc., a Maryland corporation (?Orion?), which will be a self-managed, publicly traded real |
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| October 4, 2021 |
Bylaws of Orion Office REIT Inc., dated July 1, 2021.** Exhibit 3.2 ORION OFFICE REIT INC. BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may fro |
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| October 4, 2021 |
Form of Transition Services Agreement by and among Realty Income and Orion Office REIT Inc.** Exhibit 2.3 TRANSITION SERVICES AGREEMENT BY AND BETWEEN REALTY INCOME CORPORATION AND ORION OFFICE REIT INC. DATED AS OF [ ? ], 2021 TABLE OF CONTENTS Page Article I SERVICES 1 Section 1.01 General 1 Section 1.02 Quality of Services 1 Section 1.03 Duration of Services 2 Section 1.04 Third Party Services 2 Section 1.05 Responsible Personnel 2 Section 1.06 Changes to Services 3 Section 1.07 Amendme |
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| October 4, 2021 |
Agreement of Limited Partnership of Orion Office REIT LP.** Exhibit 2.2 AGREEMENT OF LIMITED PARTNERSHIP OF ORION OFFICE REIT LP a Maryland limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS IN THE OPINION OF COUNSEL SATISFACTOR |
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| October 4, 2021 |
Subsidiaries of Orion Office REIT Inc.** Exhibit 21.1 Subsidiaries of Orion Office REIT Inc. Name State Orion Office REIT LP Maryland Orion Office REIT LP LLC Maryland Orion Services LLC Maryland Orion TRS Inc. Maryland |
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| October 4, 2021 |
Form of Amended and Restated Bylaws of Orion Office REIT Inc.** EX-3.4 10 tm2122336d6ex3-4.htm EXHIBIT 3.4 Exhibit 3.4 ORION OFFICE REIT INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal |
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| October 4, 2021 |
Form of Orion Office REIT Inc. 2021 Equity Incentive Plan** EX-10.2 12 tm2122336d6ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 [ORION OFFICE REIT, INC.] 2021 EQUITY INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the [Orion Office REIT, Inc.] 2021 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of [Orion Office REIT, Inc |
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| October 4, 2021 |
? File No. 333-?????? As filed with the U.S. Securities and Exchange Commission on October 4, 2021. ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 10 ? GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Orion Office REIT Inc. (Exact name of Registrant as specified in its charter) ? ? Maryland ? |
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| October 4, 2021 |
Form of Tax Matters Agreement by and among Realty Income and Orion Office REIT Inc.** Exhibit 2.4 TAX MATTERS AGREEMENT by and between REALTY INCOME CORPORATION and ORION OFFICE REIT INC. dated as of [ · ], 2021 TABLE OF CONTENTS Page Section 1. Definition of Terms 1 Section 2. Allocation of Tax Liabilities. 6 Section 2.1 General Rule 6 Section 2.2 General Allocation Principles 6 Section 2.3 Allocation Conventions 7 Section 2.4 Transfer Taxes 7 Section 3. Preparation and Filing of |
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| October 4, 2021 |
Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and among REALTY INCOME CORPORATION, VEREIT, INC., ORION OFFICE REIT INC., and ORION OFFICE REIT LP Dated as of [?], 2021 SEPARATION AND DISTRIBUTION AGREEMENT THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of , 2021 (this ?Agreement?), is by and among Realty Income Corporation, a Maryland corporation (?Realty Income?), VEREIT, Inc., a Mar |
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| October 4, 2021 |
EX-10.1 11 tm2122336d6ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [Orion Letterhead] [DATE] [NAME] [ADDRESS] [ADDRESS] RE: Terms of Employment Dear []: Orion Office REIT, Inc., a Maryland corporation (the “REIT”), and Orion Services LLC, a [Maryland] limited liability company (the “Employer”, and together with the REIT, the “Company”) are pleased to offer you employment with the Company on the terms and |
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| September 15, 2021 |
PRELIMINARY AND SUBJECT TO COMPLETION, DATED , 2021 INFORMATION STATEMENT Orion Office REIT Inc. TABLE OF CONTENTS ?Exhibit 99.1? ????, 2021 Dear Realty Income Stockholder: We are pleased to inform you that on ????? , 2021, the board of directors of Realty Income Corporation, a Maryland corporation (?Realty Income?), declared a distribution of the outstanding shares of common stock of Orion Office REIT Inc., a Maryland corporation (?Orion?), which will be a self-managed, publicly traded real |
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| September 15, 2021 |
File No. 333- Confidential Treatment Requested by Orion Office REIT Inc. Pursuant to 17 C.F.R. Section 200.83 Confidential Draft No. 2, as confidentially submitted to the Securities and Exchange Commission on September 14, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission. All information herein remains strictly confidential. UNITE |
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| September 14, 2021 |
650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com September 14, 2021 VIA EDGAR AND OVERNIGHT DELIVERY FIRM / AFFILIATE OFFICES Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Moscow Munich New York Orange County Paris Riyadh San Diego San Francisc |
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| July 21, 2021 |
File No. Confidential Treatment Requested by Orion Office REIT Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on July 19, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission. All information herein remains strictly confidential. As filed with the Securities and Excha |
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| July 21, 2021 |
TABLE OF CONTENTS ?Exhibit 99.1? ????, 2021 Dear Realty Income Stockholder: We are pleased to inform you that on ????? , 2021, the board of directors of Realty Income Corporation, a Maryland corporation (?Realty Income?), declared a distribution of the outstanding shares of common stock of Orion Office REIT Inc., a Maryland corporation (?Orion?), which will be a self-managed, publicly traded real |
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| July 20, 2021 |
650 Town Center Drive, 20th Floor 650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris July 20, 2021 Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco CONFIDENTIAL SUBMISSION VIA EDGAR Hamburg Seoul U.S. Securities and Exchange Commission Hong K |
