REALTY INCOME CORP O → Orion Office REIT Inc. ONL
| Parent | REALTY INCOME CORP O |
|---|---|
| Spinco | Orion Office REIT Inc. ONL |
| Status | Completed |
| Structure | Spin-off A filing states a pro-rata distribution: holders receive shares automatically. |
| Focus | Focus-increasing Parent and spinco operate in different industries — the class the research associates with stronger post-separation returns. |
| Ratio | 1 Orion Office REIT share for every 10 Realty Income shares |
| Checked against EDGAR | 2026-08-22 |
Data trap
The company was Orion Office REIT at separation and only became Orion Properties in 2025, so vendor records keyed on today's name will not match the separation-era filings — though the ticker never changed. The information statement's estimate of about 54.2 million shares was computed from mid-2021 parent share counts and understates the 56,625,650 actually issued. The distribution was taxable to holders rather than a tax-free separation, and the spinco's first-year financial statements are carve-out predecessor figures for the office assets, not standalone results.
The restated filings have landed; this is kept as history.
Catalyst clock
- 2021-04-29Separation announced
- 2021-10-04Form 10 filed
- —Form 10 last amended
- 2021-10-22Form 10 effective
- 2021-11-02Record date
- —When-issued trading opens
- 2021-11-12Distribution
- 2022-03-24First standalone earnings
- —Index inclusion announced
Performance since separation
| Orion Office REIT Inc. since separation | -86.67% |
|---|---|
| REALTY INCOME CORP over the same window | -11.13% |
| S&P 500 (SPY) over the same window | +63.87% |
| Russell 2000 (IWM) over the same window | +25.24% |
| Excess over the S&P 500 | -150.54% |
| Excess over the Russell 2000 | -111.91% |
Measured from the first regular-way close on or after the distribution — 2021-11-15 at 21.30 — to 2026-08-21 at 2.84. Window: 4.8 years. The 2021-11-12 session was skipped: it traded on when-issued volume, not regular-way, and pricing from it would measure the return against a market that no longer existed the next day. Two benchmarks, because one is misleading: spin-offs are usually small companies, and across this period small caps lagged the S&P by several points a year on their own. Measured against the S&P alone, roughly a third of any shortfall is company size rather than the separation. Returns are arithmetic over end-of-day closing prices. Unlike every other figure on this page, they do not come from a filing.
Pre-distribution investor return
| Parent, announcement to separation | price history starts after the separation |
|---|---|
| Combined (REALTY INCOME CORP + Orion Office REIT Inc.), pre-distribution to now | -10.33% |
| Combined excess over the S&P 500 | -75.44% |
| Combined excess over the Russell 2000 | -35.70% |
Combined treats a pre-spin holding as 1 Orion Office REIT share for every 10 Realty Income shares valued at the parent's last close before regular post-spin trading resumed — 2021-11-11 at 70.13 — against that same basket today. That baseline is a practical proxy, not an attempt to isolate exactly how much value the separation transferred: for a large parent and a small spinco, ordinary day-to-day price noise can be bigger than the transfer itself.
Filings
Every fact on this page comes from one of these.
- 10-12Bfiled 2021-10-04 · 0001104659-21-122559Form 10 registration statement; never amended
- 8-Kfiled 2021-10-25 · 0001104659-21-129247Form 10 declared effective October 22, 2021; final information statement with the 1-for-10 ratio and the November 2 record date
- 8-Kfiled 2021-11-15 · 0001104659-21-138494Completion: distribution effective 4:01 p.m. Eastern on November 12, 2021; regular-way trading from November 15
- 10-Kfiled 2022-03-24 · 0001873923-22-000016First annual report; 56,625,650 shares distributed
Notes
Realty Income spun off the office properties it had just acquired in the VEREIT merger, separating them from its net-lease retail portfolio. The distribution took effect at 4:01 p.m., one minute after the close, so regular-way trading began the next session. Classified focus_increasing: unlike the closer Bluerock Residential/Bluerock Homes call in this batch, the Form 10 here is unambiguous — Orion is framed as 'a primarily single-tenant net lease suburban office-focused REIT,' explicitly 'unique and differentiated' from Realty Income's retained diversified retail/industrial net-lease portfolio, and the board candidly accepts the tradeoff that 'Orion's business will be less diversified.' The office assets had only just arrived via the same-day VEREIT merger and were carved back out immediately — Realty Income never intended to keep them. Orion raised roughly $610 million of new debt (term loan, revolver, CMBS bridge) and paid ~$596 million of it straight back to Realty Income as a leveraged-spin cash dividend; the distribution is also taxable rather than the usual tax-free structure.