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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:  I am in receipt of the Division of Corporation Finance’s (“your” or the “Staff”) comment  letter dated April 26, 2024 with respect to Orion Office REIT Inc.’s (“we” or “Orion”)  Form 10-K for the year ended December 31, 2023 (File No. 001-40873), submitted to the  U.S. Securities and Exchange Commission on February 27, 2024 (the “10-K”). Set forth  below are Orion’s responses to your comments. For your convenience, each response is  prefaced by the exact text of the Staff’s corresponding comment in bold text. All  references to page numbers and captions correspond to the 10-K unless otherwise  specified.   Form 10-K for the year ended December 31, 2023  Part I  Item 1.  Business, page 4  1. We note your risk disclosure on page 11 that some of your leases have early  termination provisions.  Please tell us, and in future filings, please clarify, the  percentage of your occupied properties that have tenants with early termination  provisions and discuss the impact to you from tenants exercising such provisions,  including the number of tenants that have exercised that provision over the past two  years and the amount of impacted square footage.  Response:  As of December 31, 2023, 7.2% of our leased square footage was subject to early  termination provisions. During each of the years ended December 31, 2022 and 2023, one  tenant exercised an early termination option, which resulted in the termination of an  approximately 105,000 square foot lease in the year ended December 31, 2022, and the  partial termination of approximately 30,000 square feet under an approximately 200,000

   2 square foot lease in the year ended December 31, 2023. We intend to revise the relevant  risk factor in our Annual Report on Form 10-K for the year ending December 31, 2024,  substantially as set forth below. To facilitate the Staff’s review, our proposed new  disclosures have been underlined.    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.    Certain of our leases permit our tenants to terminate their leases as to all or a portion of  their leased premises prior to their stated lease expiration dates under certain  circumstances, such as providing notice by a certain date and, in most cases, paying a  termination fee. As of [December 31], 202[_], [___]% of our leased square footage was  subject to early termination provisions. During the years ended December 31, 202[_] and  202[_], a total of [___] and [___] tenants, representing a total of [_______] and [______ ]  square feet, respectively, exercised early termination options. To the extent that our  tenants exercise early termination rights, our cash flow and earnings will be adversely  affected, and we can provide no assurances that we will be able to generate an equivalent  amount of net effective rent by leasing the vacated space to new third-party tenants. If our  tenants elect to terminate their leases early, it may have a material adverse effect on our  business, financial condition and results of operations.    Item 1A. Risk Factors   We could experience difficulties or delays renewing leases . . . ,  page 8  2. In future Exchange Act filings, please update this risk factor to highlight,  including in the risk factor title, that 27.9% of your total portfolio with respect to  Annualized Base Rent is set to expire in 2024, as indicated by the table on page 28.  Response:  We acknowledge the Staff’s comment and in future Exchange Act filings, we will add  disclosure of the percentage of leases that are scheduled to expire in the upcoming year to  the subject risk factor. We intend to revise the relevant risk factor in our Annual Report  on Form 10-K for the year ending December 31, 2024, substantially as set forth below.  To facilitate the Staff’s review, our proposed new disclosures have been underlined.  Leases representing approximately [____]% of our annualized based rent are  scheduled to expire in 2025, and 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.    We derive nearly all of our net income from rent received from our tenants, and our  profitability is significantly dependent upon our ability to minimize vacancies in our  properties and ensure our tenants timely pay rent at an attractive rate. If a tenant  experiences a downturn in its business or other types of financial distress, it may be  unable to make timely rental payments. If lease defaults occur, we may experience delays  in enforcing our rights as landlord. Leases representing approximately [____]% of our  annualized based rent are scheduled to expire in 2025, and as of December 31, 2024, our

   3 portfolio, including our pro rata share of properties owned by the Arch Street Joint  Venture, had a weighted average lease term of [___] years, and had [__] vacant operating  properties, with an aggregate [___] million square feet, including [__] properties, with an  aggregate of [___] million square feet, that have remained vacant for over one year. If our  tenants decide not to renew their leases, terminate their leases early or default on their  leases, we will seek to re-lease the space to new tenants. We may not, however, be able to  re-lease the space to suitable replacement tenants on a timely basis, or at all. Even if we  are able to renew leases with existing tenants or enter into new leases with replacement  tenants, the terms of renewals or new leases, including the cost of required renovations or  concessions to tenants, may be less favorable to us than current lease terms. As a result,  our net income and ability to pay dividends to stockholders could be materially adversely  affected. Further, if any of our properties cannot be leased on terms and conditions  favorable to us, we may seek to dispose of the property; however, such property may not  be marketable at a suitable price without substantial capital improvements, alterations, or  at all, which could inhibit our ability to effectively dispose of those properties and could  require us to expend capital to fund necessary capital improvements or alterations.    We have existing debt and refinancing risks . . . , page 12  3. We note that your Revolving Facility is scheduled to mature in November 2024,  and your statement on page 12 and elsewhere that you do not expect to have  generated sufficient cash from operations to repay the principal amount under the  Revolving Facility, which was $116.0 million as of December 31, 2023, on its  scheduled maturity date.  We also note your statement that you are in preliminary  discussions to potentially amend the facility in a manner that would result in an  extension of the facility and a reduction in the amount of required unencumbered  asset value.  In future Exchange Act periodic reports, please update this risk factor  to expand your disclosure to discuss the current covenant requirement, and your  unencumbered asset value as of a recent date.  Response:  We acknowledge the Staff’s comment and note that we have updated this risk factor for  inclusion in our Form 10-Q for the quarterly period ended March 31, 2024. Among other  things, we have incorporated your suggested changes to disclose the current  unencumbered asset value covenant requirement and our actual unencumbered asset  value as of a recent date (March 31, 2024). We also updated the risk factor to reflect the  fact that on May 3, 2024, we entered into an amendment to the Revolving Facility  pursuant to which, among other things, we and the lenders agreed to certain financial  covenant changes, including a reduction in the minimum unencumbered asset value that  we must maintain to $500 million, from $600 million. The risk factor that was included  in our Form 10-Q for the quarterly period ended March 31, 2024 is set forth below.        “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  we will be unable to extend or refinance some or all of our debt.      We have both fixed and variable rate indebtedness and may incur additional indebtedness  in the future, including borrowings under our Revolving Facility. Our Revolving Facility

   4 is scheduled to mature in November 2024, and we have the option to extend the maturity  an additional 18 months until May 12, 2026. The extension option is subject to customary  conditions, including there being no default or event of default, such as the failure to  satisfy a financial or other covenant. Our ability to satisfy these conditions and continue  to comply with the terms of the Revolving Facility is partially dependent upon us having  a sufficient level of unencumbered asset value as defined in the credit agreement with  respect to the Revolving Facility. As of March 31, 2024, our unencumbered asset value  for this purpose was $773.4 million. On May 3, 2024, we entered into an amendment to  the Revolving Facility. Under the terms of the amendment, we and the lenders agreed to  reduce the borrowing capacity of the Revolving Facility to $350.0 million, from $425.0  million, and to certain financial covenant changes, including a proportional reduction in  the minimum unencumbered asset value that we must maintain to $500.0 million, from  $600.0 million. After giving effect to the amendment, our unencumbered asset value as of  March 31, 2024 was $863.4 million, and we expect to be able to satisfy the loan  extension conditions and therefore, intend to elect the option to extend the maturity date  of the Revolving Facility until May 12, 2026. However, there can be no assurance that we  will be able to satisfy the extension conditions and continue to comply with the  Revolving Facility.    If we are unable to meet the conditions to extend and continue to comply with the  Revolving Facility, we might be forced to sell assets to generate cash, which might be on  unfavorable terms, if at all, or we might not be able to make all required payments of  principal and interest on our debt, which could result in a default, result in our lenders  foreclosing on our assets, or otherwise have a material adverse effect on our financial  condition and results of operations.    The non-recourse mortgage notes associated with the Arch Street Joint Venture of  $136.7 million as of March 31, 2024 are also scheduled to mature in November 2024, and  the Arch Street Joint Venture has two successive one-year options to extend the maturity  until November 27, 2026. The extension options are subject to satisfaction of certain  conditions, including satisfaction of certain financial and operating covenants. The Arch  Street Joint Venture may be unable to satisfy the extension conditions, and is also  evaluating alternatives to refinance this obligation. We cannot provide any assurance the  Arch Street Joint Venture will be able to satisfy the extension conditions or otherwise  extend or refinance the loan. If the Arch Street Joint Venture is unable to extend or  refinance the mortgage notes, our investment in the Arch Street Joint Venture could be  materially adversely affected.    As a result of the indebtedness we incur, we are, and expect to be, subject to the risks  normally associated with debt financing including:     that we will be unable to extend, refinance or repay our debt as it becomes due or  increase the availability of overall debt on terms as favorable as those of our  existing debt, or at all;    that interest rates may rise;    that our cash flow could be insufficient to make required payments of principal  and interest;

   5  that required payments on mortgages and on our other debt are not reduced if the  economic performance of any property declines;    that debt service obligations will reduce funds available for distribution to our  stockholders;    that any default on our debt, due to noncompliance with financial covenants or  otherwise, could result in acceleration of those obligations; and   that if our degree of leverage is viewed unfavorably by lenders or potential joint  venture partners, it could affect our ability to obtain additional financing.    If we are unable to repay, extend or refinance our indebtedness as it becomes due, we  may need to sell assets or to seek protection from our creditors under applicable law,  which may have a material adverse effect on our business, financial condition and results  of operations.”  Item 2. Properties, page 25  4. We note your disclosure on page 4 that your portfolio is comprised of traditional  office buildings, as well as governmental office, office/laboratory, office/research  and office/flex properties.  Please tell us, and in future filings, please revise, to add  disclosure showing a percentage breakdown of your portfolio by office property  types.  Response:  We acknowledge the Staff’s comment, and we intend to include the below chart  providing a percentage breakdown of our portfolio by office property type in our Annual  Report on Form 10-K going forward. We also have included this new chart within our  quarterly Supplemental Financial Information, which is publicly available to investors  and furnished to the Staff on Form 8-K, beginning with the quarter ended March 31,  2024. Square feet and dollars are presented in thousands.  Property Type   Number of  Properties   Rentable Square  Feet   Square Feet as a  % of Total  Portfolio   Annualized Base  Rent   Annualized Base  Rent as a % of  Total Portfolio  Traditional Office   52    6,844    77.1 %  $ 95,609    72.0 %  Governmental Office   16    789    8.9 %   19,852    14.9 %  Medical Office   2    155    1.8 %   5,787    4.4 %  Flex/Laboratory and  R&D   4    267    3.0 %   3,752    2.8 %  Flex/Industrial   7    819    9.2 %   7,794    5.9 %  Total Portfolio   81    8,874    100.0 %  $ 132,794    100.0 %    5. We note your statement on page 11 that you compete with a number of other  owners and operators of office properties, and that you may lose tenants if your

   6 properties are not as attractive to existing or new tenants as properties owned by  your competitors “due to age of buildings, physical condition, lack of amenities or  other similar factors.”  For each property portfolio, please tell us, and in future  filings, please disclose, the class of the office buildings in that portfolio.  Please tell  us, and in future filings, please clarify, if the class of buildings is impacting your  ability to renew leases, or obtain new tenants, and the impact on leasing costs  associated with renewing or re-letting a particular space.   Response:  We acknowledge the Staff’s comment, and we advise the Staff that as of March 31, 2024,  59.3%, 35.0% and 5.7% of our office buildings by square feet were classified as class A,  class B and class C, respectively, as determined by the most recent appraisals of the  properties. We also advise the Staff that while the class of our office buildings may at  times be negatively impacting our leasing efforts and increasing our leasing costs, we do  not have enough information to conclude as such with certainty, because tenants and  prospective tenants do not share with us the reasons they have decided to vacate or not  take space in our buildings. In response to your c