What changed in this filing

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Item 1. Business

2023-03-08 compared with 2022-03-24 · 48 added, 44 removed, 77 unchanged (54% of the section changed)

Orion Office REIT Inc.

(“Orion”) is an internally managed REIT engaged in the ownership, acquisition, and management of a diversified portfolio of mission-critical regional and corporate headquarters office buildings located in high quality suburban markets across the U.S.

is an internally managed REIT engaged in the ownership, acquisition, and management of a diversified portfolio of mission-critical regional and corporate headquarters office buildings located in high-quality suburban markets across the U.S.

and leased primarily on a single-tenant net lease basis to creditworthy tenants.

Orion Office REIT Inc.

was incorporated in the State of Maryland on July 1, 2021 and intends to qualify and elect to be taxed as a REIT for U.S.

federal income tax purposes, commencing with our initial taxable year ending December 31, 2021.

At December 31, 2021, the Company owned and operated 92 office properties with an aggregate of 10.5 million square feet, with an occupancy rate of 91.8% and a weighted-average remaining lease term of 4.0 years.

Including the Company’s pro rata share of square feet and annualized base rent from the Company’s unconsolidated joint venture with an affiliate of Arch Street Capital Partners, we owned an aggregate of 10.6 million square feet, with an occupancy rate of 91.9% and a weighted-average remaining lease term of 4.1 years as of December 31, 2021.

Our properties are located throughout the U.S.

(including Puerto Rico).

was incorporated in the State of Maryland on July 1, 2021 and has been operating in a manner so as to qualify and has elected to be taxed as a REIT for U.S.

federal income tax purposes, commencing with our initial taxable year ended December 31, 2021.

As of December 31, 2022, the Company owned and operated 81 office properties with an aggregate of 9.5 million square feet, with an occupancy rate of 88.8% and a weighted-average remaining lease term of 4.0 years.

Including the Company’s pro rata share of square feet and annualized base rent from the Arch Street Joint Venture, the Company’s unconsolidated joint venture with an affiliate of Arch Street Capital Partners, LLC (“Arch Street Capital Partners”), we owned an aggregate of 9.7 million square feet, with an occupancy rate of 89.0% and a weighted-average remaining lease term of 4.1 years as of December 31, 2022.

Our properties are located in a total of 29 different states throughout the U.S.

As of December 31, 2022, one tenant exceeded 10% of our annualized base rent:

General Services Administration at 11.6%.

As of December 31, 2021, properties located in Texas and New Jersey represented 13.1% and 11.3%, respectively, of our annualized base rent.

the General Services Administration at 11.9%.

As of December 31, 2022, the Company had a total of 17 leases with the General Services Administration and the weighted average remaining lease term of these leases was 2.8 years.

As of December 31, 2022, properties located in the following states accounted for over 10% of our annualized base rent:

Geographic Concentration Annualized Base Rent as a % of Total Portfolio

New Jersey 12.0%

As of December 31, 2022, tenants in the following industries accounted for over 10% of our annualized base rent:

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Investment Strategy

We employ a proven, cycle-tested investment evaluation framework which will serve as the lens through which we make capital allocation decisions for both our current portfolio and future acquisitions.

We employ a proven, cycle-tested investment evaluation framework which serves as the lens through which we make capital allocation decisions for both our current portfolio and future acquisitions.

This framework prescribes that investments are evaluated along the following parameters:

Suburban Market Features.

We will focus on suburban markets with strong fundamentals and demographic tailwinds accelerated in the post-COVID environment.

We will look for markets with population growth, limited new supply, and highly educated workforces that are well positioned to capitalize on de-urbanization trends amplified by the migration of millennials to the suburbs.

We focus on suburban markets with strong fundamentals and demographic tailwinds accelerated in the post-COVID environment.

We look for markets with population growth, limited new supply, and highly educated workforces that are well positioned to capitalize on de-urbanization trends amplified by the migration of millennials to the suburbs.

The suburbs within Sun Belt states in particular are markets which are now benefiting from an increasing number of corporate relocations from urban coastal markets to inland secondary markets, as companies and employees alike seek a lower cost of living, business-friendly tax and regulatory environments, less density, and better weather.

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When possible, we will look to acquire properties with modern floor plans configured to optimize collaboration and enhance employee productivity.

We will also seek to acquire properties that further the environmental, social and governance initiatives that are core to our strategy.

ORION OFFICE REIT INC.

For the fiscal year ended December 31, 2021

We will seek to utilize our investment evaluation framework to drive external growth through acquisitions, generate internal growth via asset management, and optimize our portfolio through capital recycling.

We will also seek to acquire properties that further the environmental, social and governance initiatives that are part of our strategy.

We seek to utilize our investment evaluation framework to drive external growth through acquisitions, generate internal growth via asset management, and optimize our portfolio through capital recycling.

To accomplish this objective, we intend to execute along three fundamental drivers of our business:

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We expect to pursue both individual assets as well as portfolio opportunities sourced from a wide range of marketed and off-market transactions.

As described in more detail in the section in this report entitled “Risk Factors”, our acquisition strategy is subject to risks, including that we may not be in a position or have the opportunity in the future, to make suitable property acquisitions on advantageous terms and/or that such acquisitions will fail to perform as expected.

Asset Management.

We will employ active asset management strategies and leverage our tenant relationships to attract and retain high-quality creditworthy tenants, drive re-leasing and renewal activity and maximize our tenant retention rates.

Our active asset management strategy will utilize a disciplined and adaptive investment evaluation framework to assess each property in our portfolio, including with respect to its existing leases, future leasing opportunities, geographic market, and marketability for sale, as well as how each property contributes to the portfolio as a whole, to determine the appropriate strategy for managing that property within the context of our portfolio, including potential disposition opportunities.

We also intend to apply this evaluation framework to the 92 properties in our portfolio, in order to identify opportunities to sell, re-lease, or reposition existing assets.

We employ active asset management strategies and work to leverage our tenant relationships to attract and retain high-quality creditworthy tenants, drive re-leasing and renewal activity and maximize our tenant retention rates.

Our active asset management strategy utilizes a disciplined and adaptive investment evaluation framework to assess each property in our portfolio, including with respect to its existing leases, future leasing opportunities, geographic market, and marketability for sale, as well as how each property contributes to the portfolio as a whole, to determine the appropriate strategy for managing that property within the context of our portfolio, including potential disposition opportunities.

We also apply this evaluation framework to the properties in our portfolio as part of the process by which we identify opportunities to sell, re-lease, or reposition existing assets.

Additionally, we may seek to address any lease roll or vacancy in our portfolio by converting the space to multi-tenant office use in the event that our management team considers conversion to be the value-maximizing alternative for the subject property.

Capital Recycling.

We expect to selectively dispose of properties in our current portfolio if we determine that they do not fit our investment strategies.

We expect to continue to selectively dispose of properties in our current portfolio if we determine that they do not fit our investment strategies.

Proceeds from dispositions are expected to be redeployed to fund new acquisitions as well as capital investment into our existing portfolio to further enhance the quality of our portfolio and stability of our cash flows.

We intend, when appropriate, to employ prudent amounts of leverage and to use debt as a means of providing additional funds for the acquisition of assets, and to refinance existing debt or for general corporate purposes.

We expect to use leverage conservatively, assessing the appropriateness of new equity or debt capital based on market conditions, including prudent assumptions regarding future cash flow, the creditworthiness of tenants and future rental rates.

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We believe we are positioned to enable access to multiple forms of capital.

If the board of directors determines to raise equity capital, it may, without stockholder approval, issue additional shares of common stock or other capital stock.

Our board of directors may issue a number of shares up to the amount of our authorized capital in any manner and on such terms and for such consideration as it deems appropriate.

If the board of directors determines to raise equity capital, it may, without stockholder approval, authorize us to issue additional shares of common stock or other capital stock.

Our board of directors may authorize us to issue a number of shares up to the amount of our authorized capital in any manner and on such terms and for such consideration as it deems appropriate.

Such securities may be senior to the outstanding class of common stock.

As of December 31, 2021, the portfolio had $620.0 million of total consolidated debt outstanding, consisting of a $355.0 million senior bridge term loan (“Bridge Facility”), a $175.0 million senior term loan facility (the “Term Loan Facility”) and a $425.0 million senior revolving credit facility (the “Revolving Facility”), $90.0 million of which was outstanding, together with the Term Loan Facility, the “Revolver/Term Loan Facilities”.

In November 2022, we established an “at the market” offering program for our common stock (the “ATM Program”).

Pursuant to the ATM Program, we may from time to time offer and sell shares of our common stock, having an aggregate offering price of up to $100.0 million.

Such offers or sales of shares of our common stock may be made in privately negotiated

transactions, including block trades, brokers’ transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the New York Stock Exchange, or through forward transactions under separate master forward sale confirmations and related supplemental confirmations for the sale of shares of our common stock on a forward basis.

As of December 31, 2022, we had not sold any shares of common stock pursuant to the ATM Program.

As of December 31, 2022, we had $530.0 million of total consolidated debt outstanding, consisting of a $355.0 million fixed rate mortgage loan collateralized by 19 properties (the “CMBS Loan”), and $175.0 million borrowed under our senior term loan facility (the “Term Loan Facility”).

As of December 31, 2022, we did not have any amounts outstanding under our $425.0 million senior revolving credit facility (the “Revolving Facility” and together with the Term Loan Facility, the “Revolver/Term Loan Facilities”).

In addition, the Company’s pro rata share of mortgage notes of the unconsolidated joint venture was $27.3 million as of December 31, 2022.

Subsequent to December 31, 2021, we refinanced our outstanding Bridge Facility with a $355.0 million, 4.971% fixed rate mortgage loan (the “CMBS Loan”), which was collateralized by 19 properties.

The CMBS Loan matures on February 11, 2027.

We believe our conservative leverage and strong liquidity will enable us to opportunistically take advantage of high-quality acquisition opportunities.

ORION OFFICE REIT INC.

For the fiscal year ended December 31, 2021

However, there can be no assurance that we will be able to obtain the financing necessary to fund our acquisition of new properties or expansion or redevelopment of existing properties on terms favorable to us or at all.

Competitive Strengths

Orion will be one of the few publicly traded REITs, and the only REIT in the net lease sector, with a dedicated single-tenant suburban office strategy with primarily mission-critical regional and corporate headquarters locations.

Our portfolio consists of high-quality, diversified properties with favorable exposure to investment grade credit and has exhibited resilient performance through economic cycles, averaging approximately 99% rent collections on a monthly basis during the year ended December 31, 2021.

Our acquisition strategy will be focused on suburban office assets and primarily net leases with long term leases of approximately 10 years on average, with the ability to opportunistically acquire multi-tenant office properties.

Our ability to efficiently deploy capital is a direct result of our management team’s wide-ranging network of industry relationships, which we will utilize to source a robust pipeline of attractive marketed, off-market, sale-leased back and build-to-suit investment opportunities.

Our portfolio consists of high-quality, diversified properties with favorable exposure to investment grade credit.

Our acquisition strategy is focused on suburban office assets and primarily net leases with long-term leases of approximately 10 years on average, with the ability to opportunistically acquire multi-tenant office properties.

Our ability to efficiently deploy capital is a direct result of our management team’s wide-ranging network of industry relationships, which we believe allows us to source a robust pipeline of attractive marketed, off-market, sale-leased back and build-to-suit investment opportunities.

We believe our relationship-based sourcing strategy will generate a sustainable pipeline of opportunities to drive growth and enhance scale over time.

We also believe that our senior management team’s experience, as well as deep and long-standing relationships within the single-tenant suburban office sector, will competitively position us, provide us with unique market insights, allow us to discern market trends, help us to access off-market acquisition opportunities and facilitate our ability to execute our growth plan.

We also believe that our senior management team’s experience, as well as deep and long-standing relationships within the single-tenant suburban office sector, competitively position us, provide us with unique market insights, allow us to discern market trends, help us to access off-market acquisition opportunities and facilitate our ability to execute our growth plan.

Our platform is vertically integrated across functions, including investment, finance, property management and leasing.

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We value our employees and their individual and collective contributions to the Company in the furtherance of our corporate, operational, social, environmental and governance initiatives.

Our company culture is based on treating others the way we would like to be treated and we strive to foster a work environment that is inclusive, fair and engaged.

Our corporate culture is based on treating others the way we would like to be treated and we strive to foster a work environment that is inclusive, fair and engaged.

Available Information

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You may access any materials we file with the SEC through the EDGAR database at the SEC’s website at http://www.sec.gov.

In addition, copies of our filings with the SEC may be obtained from our website at www.onlreit.com.

We are providing our website address solely for the information of investors.

In addition, copies of our filings with the SEC may be obtained free of charge from our website at www.onlreit.com.

We are providing our website address solely for the

information of investors.

We do not intend for the information contained on our website to be incorporated into this Annual Report on Form 10-K or other filings with the SEC.

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• The COVID-19 pandemic has had, and may continue to have, significant impacts on workplace practices, or other office space utilization trends, which could materially adversely impact our business, operating results, financial condition and prospects.

• We could experience difficulties or delays renewing leases or re-leasing space, which will increase our costs to maintain such properties without receiving income.

• We could experience difficulties or delays renewing leases or re-leasing space, which will increase our costs to operate and maintain such properties without receiving income.

• Most of our properties depend upon a single tenant for all or a majority of their rental income;

therefore, our financial condition, including our ability to make distributions to shareholders, may be adversely affected by the bankruptcy or insolvency, a downturn in the business, or a lease termination of such a single tenant.

therefore, our financial condition, including our ability to make distributions to stockholders, may be adversely affected by the bankruptcy or insolvency, a downturn in the business, or a lease termination of such a single tenant.

• Government budgetary pressures and priorities and trends in government employment and office leasing may adversely impact our business.

• We are invested in the Arch Street Joint Venture and may in the future co-invest in joint ventures with third parties.

• We are invested in the Arch Street Joint Venture and have co-invested and may in the future co-invest in joint ventures with third parties.

The Arch Street Joint Venture, including the limitations it places on our ability to acquire new properties, may adversely affect our ability to acquire wholly-owned properties and any joint venture investments could be adversely affected by the capital markets, lack of sole decision-making authority, reliance on joint venture partners’ financial condition and any disputes that may arise between us and our joint venture partners.

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• Tenant defaults may have a material adverse effect on our business, financial condition and results of operations.

• Some of our leases provide tenants with the right to terminate their leases early, which may have a material adverse effect on our business, financial condition and results of operations.

• We have a significant amount of indebtedness and may need to incur more in the future.

• We have existing debt and refinancing risks that could affect our cost of operations .

• We have existing debt and refinancing risks that could have a material adverse effect on our business, financial condition and results of operations, including the risk that interest rates may rise.

• Financial covenants could materially adversely affect our ability to conduct our business.

• Some of our leases provide tenants with the right to terminate their leases early, which may have a material adverse effect on our business, financial condition and results of operations.

• We depend on external sources of capital that are outside of our control, which may affect our ability to pursue strategic opportunities, refinance or repay our indebtedness and make distributions to our stockholders.

• Our expenses may remain constant or increase, even if our revenues decrease, which may have a material adverse effect on our business, financial condition and results of operations.

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• Uninsured and underinsured losses may adversely affect our operations.

• Prior to the Distribution, we had no operating history as an independent company, and this lack of operating history makes our future performance difficult to predict .

• Our failure to continue to qualify as a real estate investment trust for U.S.

• We have a limited operating history as a REIT and an independent public company, and the obligations and requirements to which we are subject as a public company are extensive and have resulted in increased cost and time commitments which we anticipate will continue.

• Our failure to maintain our qualification as a REIT for U.S.

federal income tax purposes could have a material adverse effect on us.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business