Orion Properties Initiates Strategic Options Review and Cooperation Agreement with Kawa Fund
Orion Properties announced a strategic options review process and a cooperation agreement signed with The Kawa Fund. Orion is announcing a review of strategic options for the company, which may include, among other things, the consideration of potential acquisition and merger targets, the potential sale of the company and continuing to operate as an independent publicly traded entity. The board has directed management, together with Orion's outside financial and legal advisors, to conduct a process designed to evaluate actionable strategic alternatives. In association with announcing a review of strategic options and pursuant to the cooperation agreement, Kawa has agreed to withdraw its notice to nominate five individuals to stand for election to the Orion board of directors at the company's 2026 annual meeting of stockholders. Kawa has also agreed to certain standstill, voting and confidentiality commitments set forth in the cooperation agreement. The cooperation agreement provides Kawa the opportunity, if Kawa desires, to participate in the strategic options review process on substantially the same terms as other bona fide third parties to receive confidential information and submit a proposal for a strategic transaction. The board made the following statement: "The Orion Board of Directors remains firmly committed to acting in the best interests of all stockholders and has always been open to different ways to grow stockholder value. Over the past three years, the Board has devoted time to considering potential avenues for Orion to potentially pursue in addition to our stand-alone business plan. The strategic options review process will provide further opportunity to consider a range of potential strategic alternatives to maximize stockholder value. We look forward to working diligently with our external advisors to identify the best path for the future of Orion and all of our stockholders and to evaluate credible and actionable proposals."
Trade with 70% Backtested Accuracy
Analyst Views on ONL
About ONL
About the author

- Full Liquidation: Kawa Capital Management sold all 2,094,404 shares of Gerdau S.A. in Q4 2023 for approximately $6.49 million, reducing its exposure from 11.8% to 0%, indicating a strategic shift in risk management.
- Portfolio Shift: Following the liquidation, Kawa's top holdings now include BDN ($15.73 million, 36.4%), ONL ($12.54 million, 29.0%), and others, reflecting a pivot towards real estate and diversified materials companies.
- Stock Performance: As of January 20, 2023, Gerdau's shares were priced at $4.16, up 47% over the past year, significantly outperforming the S&P 500's 14% gain, showcasing the company's strong market position and pricing discipline.
- Investor Outlook: Gerdau's latest earnings report highlighted steady cash generation and ongoing capital returns, including dividends and buybacks, despite a normalization in steel markets, presenting a positive outlook for long-term investors focused on durability.
- Position Liquidation: Kawa Capital sold 2,094,404 shares of Gerdau S.A. in Q4, with an estimated transaction value of $6.49 million, marking a reduction of its exposure from 11.8% to 0%, indicating a focus on risk management.
- Market Performance: As of January 20, Gerdau S.A. shares were priced at $4.16, reflecting a 47% increase over the past year, significantly outperforming the S&P 500's 14% gain during the same period, showcasing the company's strong performance in the steel market.
- Financial Health: In its latest earnings report, Gerdau highlighted steady cash generation and ongoing capital returns, including dividends and buybacks, despite the normalization of steel markets, demonstrating financial flexibility and a robust balance sheet.
- Investment Strategy Shift: The complete exit from Gerdau S.A. suggests that Kawa Capital may be restructuring its portfolio and managing risk after a significant stock price rally, shifting focus towards more diversified real estate and materials assets.
Invalid Nomination Notice: Orion Properties (ONL) declared that The Kawa Fund Limited's notice to nominate five board candidates is invalid due to non-compliance with the company's bylaws, including failure to prove eligibility as a stockholder.
Bylaw Compliance Issues: The Kawa Fund's nomination lacked necessary details about its plans for the company and did not meet several other bylaw requirements, according to Orion's board.
Upcoming Annual Meeting: Orion Properties plans to announce the date for its 2026 annual meeting and will file proxy materials with the SEC in the near future.
Stock Performance: Following the announcement, Orion's stock rose by 4.6% in morning trading.

Operating Results Announcement: Orion Properties Inc. will release its third-quarter operating results for the period ending September 30, 2025, after market close on November 6, 2025.
Webcast and Conference Call Details: A conference call to discuss the results will be held on November 7, 2025, at 10:00 a.m. ET, accessible via the company's website or by phone for participants in the U.S., Canada, and internationally.

Acquisition Proposal Rejected: Orion Properties Inc. has rejected a revised acquisition proposal of $2.75 per share from Kawa Capital Management, stating it undervalues the company and is not in the best interests of its stockholders.
Future Opportunities Considered: The Board remains open to evaluating proposals that appropriately value the company, with Wells Fargo and Hunton Andrews Kurth LLP advising Orion on financial and legal matters, respectively.
Orion Properties Board Decision: The board of Orion Properties rejected Kawa Capital Management's revised acquisition offer of $2.75 per share, stating it undervalued the company and was not in the best interest of shareholders.
Stock Market Reaction: Following the announcement, Orion Properties' stock rose by 4.7% in premarket trading, reaching a price of $2.86.








