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 Orion Properties Inc. 2398 E. Camelback Road, Suite 1060 Phoenix, AZ 85016 November 25, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Ms. Isabel Rivera Re: Acceleration Request of Orion Properties Inc. Registration Statement on Form S-3 (File No. 333-291422) CIK No. 0001873923 Dear Ms. Rivera: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Orion Properties Inc., a Maryland corporation, hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 3:00 p.m., Eastern time, on November 28, 2025, or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Hunton Andrews Kurth LLP, by telephoning Kate Saltz at (804) 788-8642. Thank you for your attention to this matter. Very truly yours, ORION PROPERTIES INC. By: /s/ Paul Hughes Paul Hughes General Counsel & Secretary

August 27, 2024
Gavin B. Brandon
Chief Financial Officer
Orion Office REIT Inc.
2398 E. Camelback Road, Suite 1060
Phoenix, AZ 85016
Re:Orion Office REIT Inc.
Form 10-K for the Fiscal Year ended December 31, 2023
File No. 001-40873
Dear Gavin B. Brandon:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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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. McPhun:  I am in receipt of the Division of Corporation Finance’s (“your” or the “Staff”) comment  letter dated August 1, 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 is Orion’s response to your comment. For your convenience, our response is  prefaced by the exact text of the Staff’s 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  Item 2.  Properties, page 25  We acknowledge your response to prior comment 1.  Please tell us, and in future  filings, please disclose, whether the Class B and Class C properties are concentrated  either geographically or by building type (e.g., traditional office).      Response:  As you are aware, Orion already discloses geographic and building type  concentrations in total for all of its operating properties.  See the Company’s  Supplemental Information Package for the quarter ended June 30, 2024 which was  furnished on the Company’s Form 8-K dated August 8, 2024.    As of June 30, 2024, there were the following ten percent (10%) or greater  geographic and building type concentrations amongst our class B and class C properties  collectively as measured by square footage:

   2  Geographic: Texas (17.7%)    Property Type: Traditional Office (67.3%); Flex/Industrial (20.7%); and  Governmental Office (10.0%)  In response to your comment, we have revised the relevant disclosure in the  Management’s Discussion and Analysis of Results of Operations and Financial Condition  section in Orion’s Form 10-Q for the quarter ended June 30, 2024, and will continue to  do so in future Form 10-Q and Form 10-K filings. To facilitate the Staff’s review, our  new disclosures have been underlined.     “Our leasing and asset disposition activity since the completion of our distribution  from Realty Income continues to be adversely impacted by a variety of market and  property specific conditions. Since the onset of the COVID-19 pandemic, the office  leasing market has experienced significantly reduced demand for space and changes in  space usage as tenants seek to attract employees back to the office, in newer, renovated  buildings with more amenities. As of June 30, 2024, 64.1%, 30.9% and 5.0% 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. As of June 30,  2024, our class B and class C properties collectively included the following 10% or  greater geographic concentration as measured by square footage: Texas (17.7%); and the  following 10% or greater property type concentrations as measured by square footage:  Traditional Office (67.3%); Flex/Industrial (20.7%); and Governmental Office (10.0%).   In the current office environment, class B and class C buildings generally have been  experiencing reduced demand and lease or sell at discounts to class A buildings and our  tenants and prospective new tenants across our portfolio sometimes compare the cost and  the value of leasing space in our building to the value of newer space with more  amenities asking higher rent in other buildings in the market. The class of buildings we  own may be negatively impacting our leasing velocity and pushing our leasing costs  higher, and has negatively impacted our sales price on non-core asset dispositions.”  *  *  *  *  On behalf of Orion, I hereby acknowledge that:   Orion is responsible for the adequacy and accuracy of the disclosure in the filings;   Staff comments or changes to disclosure in response to Staff comments do not  foreclose the Commission from taking any action with respect to the filings; and   Orion may not assert Staff comments as a defense in any proceeding initiated by the  Commission or any person under the federal securities laws of the United States.  Please let me know if you have any questions.  Sincerely,      /s/ Gavin B. Brandon  Gavin B. Brandon

   3 cc: Jennifer Monick   Kibum Park   Dorrie Yale   Paul McDowell   Paul Hughes   Kate Saltz, Hunton Andrews Kurth LLP

August 1, 2024
Gavin B. Brandon
Chief Financial Officer
Orion Office REIT Inc.
2398 E. Camelback Road, Suite 1060
Phoenix, AZ 85016
Re:Orion Office REIT Inc.
Form 10-K for the Fiscal Year ended December 31, 2023
Response dated July 19, 2024
File No. 001-40873
Dear Gavin B. Brandon:
            We have reviewed your July 19, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to a comment in our July 12, 2024 letter.
Form 10-K for the year ended December 31, 2023
Item 2. Properties, page 25
1.We acknowledge your response to prior comment 1. Please tell us, and in future filings,
please disclose, whether the Class B and Class C properties are concentrated either
geographically or by building type ( e.g., traditional office).
            Please contact Peter McPhun at 202-551-3581 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance

August 1, 2024
Page 2
Office of Real Estate & Construction

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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. 001-40873  Dear Mr. McPhun:  I am in receipt of the Division of Corporation Finance’s (“your” or the “Staff”) comment  letter dated July 12, 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 is Orion’s response to your comment. For your convenience, our response is  prefaced by the exact text of the Staff’s 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  Item 2.  Properties, page 25  1. We note your response to prior comment 5.  As previously stated, please tell us,  and in future filings, please disclose, the class of office buildings in each portfolio, or  advise.    Response:  We acknowledge the Staff’s comment, and we note as an initial matter the  following disclosure which we added to our Form 10-Q for the quarter ended March 31,  2024 under “Management’s Discussion and Analysis of Financial Condition and Results  of Operations – Factors That May Influence Our Operating Results and Financial  Condition – Economic Environment and Tenant Retention”.  “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.”

   2 The appraisals we receive of our properties include assessments of the classification of  the quality of our office buildings.  We have found our appraisals to be the most accurate  source for this data as opposed to other third party sources, like Co-Star. The  classifications of the quality of our properties are subjective and subject to change, for  example, as a result of the passage of time or due to capital improvements at the  properties.  We do not routinely obtain updates of our appraisals and we are unable to  provide information to correct or update such classifications.  While we believe the  classifications of our office portfolio provides useful information to investors on a total  portfolio basis, we have concerns that more detailed disclosures of classifications such as  by property type or on a property-by-property basis will include inaccuracies and is less  reliable and thus not useful to investors.      *  *  *  *  On behalf of Orion, I hereby acknowledge that:   Orion is responsible for the adequacy and accuracy of the disclosure in the filings;   staff comments or changes to disclosure in response to staff comments do not  foreclose the Commission from taking any action with respect to the filings; and   Orion may not assert staff comments as a defense in any proceeding initiated by the  Commission or any person under the federal securities laws of the United States.  Please let me know if you have any questions.  Sincerely,      /s/ Gavin B. Brandon  Gavin B. Brandon   cc: Jennifer Monick   Kibum Park   Dorrie Yale   Paul McDowell   Paul Hughes   Kate Saltz, Hunton Andrews Kurth LLP

July 12, 2024
Gavin B. Brandon
Chief Financial Officer
Orion Office REIT Inc.
2398 E. Camelback Road, Suite 1060
Phoenix, AZ 85016
Re:Orion Office REIT Inc.
Form 10-K for the Fiscal Year ended December 31, 2023
Response dated May 8, 2024
File No. 001-40873
Dear Gavin B. Brandon:
            We have reviewed your May 8, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our April 26, 2024 letter.
Form 10-K for the year ended December 31, 2023
Item 2. Properties, page 25
1.We note your response to prior comment 5. As previously stated, please tell us, and in
future filings, please disclose, the class of office buildings in each portfolio, or advise.
            Please contact Peter McPhun at 202-551-3581 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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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

United States securities and exchange commission logo
April 26, 2024
Gavin B. Brandon
Chief Financial Officer
Orion Office REIT Inc.
2398 E. Camelback Road, Suite 1060
Phoenix, AZ 85016
Re:Orion Office REIT Inc.
Form 10-K for the Fiscal Year ended December 31, 2023
Filed February 27, 2024
File No. 001-40873
Dear Gavin B. Brandon:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
a comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
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.
Item 1A. Risk Factors
We could experience difficulties or delays renewing leases . . . , page 8
2.In future Exchange Act periodic reports, 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.

 FirstName LastNameGavin B. Brandon
 Comapany NameOrion Office REIT Inc.
 April 26, 2024 Page 2
 FirstName LastName
Gavin B. Brandon
Orion Office REIT Inc.
April 26, 2024
Page 2
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 outstanding 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.
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, medical 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.
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 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 building 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.
Leasing Activity and Capital Expenditures, page 35
6.We note your statement that as of December 31, 2023, you had outstanding commitments
of $42.3 million for tenant improvement allowances and $0.3 million for leasing
commissions. In future Exchange Act periodic reports, please expand your disclosures to
discuss these amounts on a per square foot basis or square footage should be shown so the
amounts can be calculated, and also disclose any tenant concession amounts. Please
also expand your discussion of leasing results for the prior period, including the amount of
leases that were new leases compared to renewal leases, and the amount of leases that
were not renewed. Further, please quantitatively discuss the relationship between expiring
rents and current market rents.

 FirstName LastNameGavin B. Brandon
 Comapany NameOrion Office REIT Inc.
 April 26, 2024 Page 3
 FirstName LastName
Gavin B. Brandon
Orion Office REIT Inc.
April 26, 2024
Page 3
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Future Lease Expirations, page 36
7.We note your cross reference to the Lease Expirations table under Item 2, which indicates
that 15 leases are expiring in 2024 and that such leases represent 21.5% of your leased
square feet and 27.9% of your annualized based rent. We refer you to statements in your
earnings call transcript for the fourth quarter of 2023, which indicates that you expect that
several of your largest tenants with leases rolling in 2024 will not renew, causing revenues
and earnings to decline materially and carrying costs to rise until you can get these
properties released and that you note that leases and the associated declines in revenues
over the past couple of years have had an outsized material effect on your results, and that
impact will accelerate in 2024. In light of the foregoing, please tell us what consideration
you gave to disclosing known trends or uncertainties that are reasonably likely to have a
material impact on your cash flows, liquidity, capital resources, cash requirements,
financial position, or results of operations arising from, related to, or caused by the 2024
expiring leases within your Management’s Discussion and Analysis of Financial
Condition and Results of Operations. Reference is made to Item 303 of Regulation S-K.
Results of Operations, page 37
8.We note you have identified multiple factors that impact your operating results but it does
not appear that you have separately quantified each factor. For example purposes only,
you state that your decrease in rental revenue was primarily due to the decrease in your
overall occupied square footage due to scheduled vacancies and property
dispositions. When there are multiple factors (e.g., vacancies, dispositions) impacting your
operating results, please revise your disclosures to separately quantify the impact from
each factor.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Peter McPhun at 202-551-3581 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Paul Hughes

CORRESP
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filename1.htm

SEC Acceleration Request Letter

 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. 0001873923

 Dear Ms. McLean:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, Orion Office REIT Inc., a Maryland corporation, hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00
p.m., Eastern time, on November 14, 2022, or as soon thereafter as practicable.

 Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Hunton Andrews Kurth LLP, by telephoning Sam Kardon at (212) 309-1189.

Thank you for your attention to this matter.

Very truly yours,

ORION OFFICE REIT INC.

By:

 /s/ Gavin B. Brandon

Gavin B. Brandon

Chief Financial Officer, Executive Vice President and Treasurer

CORRESP
1
filename1.htm

SEC Acceleration Request Letter

 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. 0001873923

 Dear Ms. McLean:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, Orion Office REIT Inc., a Maryland corporation, hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00
p.m., Eastern time, on November 14, 2022, or as soon thereafter as practicable.

 Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Hunton Andrews Kurth LLP, by telephoning Sam Kardon at (212) 309-1189.

Thank you for your attention to this matter.

Very truly yours,

ORION OFFICE REIT INC.

By:

 /s/ Gavin B. Brandon

Gavin B. Brandon

Chief Financial Officer, Executive Vice President and Treasurer

United States securities and exchange commission logo
November 7, 2022
Paul H. McDowell
President and Chief Executive Officer
Orion Office REIT Inc.
2325 E. Camelback Road, Suite 850
Phoenix, AZ 85016
Re:Orion Office REIT Inc.
Registration Statement on Form S-3
Filed November 2, 2022
File No. 333-268121
Dear Paul H. McDowell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nana McLean at 202-551-4741 or Ruairi Regan at 202-551-3269 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Samuel M. Kardon, Esq.

CORRESP
1
filename1.htm

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 21, 2021

CIK No. 0001873923

Ladies and Gentlemen:

Pursuant to Rule 12d1-2 under the Securities
Exchange Act of 1934, as amended, Orion Office REIT Inc. (the “Company”) hereby respectfully requests that the Securities
and Exchange Commission (the “Commission”) accelerate the effective date and time of the above-referenced Registration Statement
on Form 10, as amended (the “Registration Statement”), and declare the Registration Statement effective as of 4:00 p.m.,
Eastern time, on October 22, 2021, or as soon thereafter as practicable. The Company also requests that the Commission confirm such
effective date and time in writing.

In connection with this request for acceleration, the Company acknowledges
that:

    •
    should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    •
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •
    the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact William J. Cernius of Latham & Watkins LLP
at (714) 755-8172 with any questions that you may have.

[Signature page follows]

    Sincerely,

    ORION OFFICE REIT INC.

    /s/ Michelle Bushore

    By:
    Michelle Bushore

    Title:
    Vice President and General Counsel

cc: (via e-mail)

Sumit Roy, Chief Executive Officer, Orion Office REIT Inc.

William J. Cernius, Latham & Watkins LLP

Darren J. Guttenberg, Latham & Watkins LLP

United States securities and exchange commission logo
August 17, 2021
Sumit Roy
Chief Executive Officer
Orion Office REIT Inc.
7 St. Paul Street, Suite 820
Baltimore, MD 21202
Re:Orion Office REIT Inc.
Draft Registration Statement on Form 10
Submitted July 21, 2021
CIK No. 0001873923
Dear Mr. Roy:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Information Statement submitted July 21, 2021
General
1.We note your disclosure on page 190 that you own 100% of the outstanding common
units of Orion LP.  However, you also disclose that Orion LP is authorized to issue
convertible units, such as LTIP Units, Performance Units and Preferred Units.  Please
clarify your ownership structure and, if known, quantify the expected percentage
ownership of Orion LP to be held by you, your affiliates and other entities.
2.Please clarify how you intend to contribute office properties to Orion.  Disclose if any
holders of units or other interests of Realty Income, L.P. will be entitled to receive any
Orion LP units or any other form of compensation in connection with the spinoff.

 FirstName LastNameSumit Roy
 Comapany NameOrion Office REIT Inc.
 August 17, 2021 Page 2
 FirstName LastName
Sumit Roy
Orion Office REIT Inc.
August 17, 2021
Page 2
Business and Properties
Our Company, page 104
3.We note that you intend to classify each of your properties as "core" or "non-core"
and selectively dispose of non-core properties in the portfolio that do not fit your
investment evaluation framework.  Please disclose which properties are considered non-
core, to the extent that they have been identified as such.
Index to Financial Statements, page F-1
4.Please update the financial statements and all relevant financial disclosures to comply
with Rule 3-12 of Regulation S-X.
            You may contact Peter McPhun at 202-551-3581 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ruairi Regan at  202-551-3269 or Brigitte Lippmann at  202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       William Cernius, Esq