13D weekly report - January 26, 2025 to January 30, 2026

Kawa Capital Management reaches agreement with Orion Properties Inc. (ONL)

Key Summary: On November 17, 2025, Kawa Capital Management submitted a formal notice nominating five directors for election at the company’s 2026 annual meeting. On January 26, 2026, Kawa entered into a cooperation agreement under which the board initiated a non-binding strategic review, with Kawa allowed to participate on equal terms, subject to standstill and non-disparagement provisions through September 1, 2026.

Market cap: $134 million| Orion Office REIT specializes in the ownership, acquisition and management of a diversified portfolio of mission-critical and corporate headquarters office buildings in high-quality suburban markets across the U.S.

·         On November 17, 2025, Kawa Capital Management submitted a formal notice nominating five directors—Dan Amer, Porter Openshaw, Isaac K. Fisher, Nirmol Roy and Andrew Gitelson—for election at the company’s 2026 annual meeting, requesting they be included in the company’s proxy materials. Source

·         On January 26, 2026, Kawa Capital Management (9.7%) entered into a cooperation agreement with the company under which the board launched a strategic review to evaluate options including acquisitions, a potential sale, or remaining independent, without any obligation to pursue a transaction. The agreement allows Kawa to participate in the review on the same terms as others, includes customary standstill and non-disparagement provisions, and runs through September 1, 2026. Kawa agreed to support the board’s director nominees at the 2026 annual meeting and ensure its shares are present for quorum, while withdrawing its prior director nominations, and all related nomination agreements with Openshaw, Fisher, Roy, and Gitelson were terminated.

Liberty 77 Capital entered into a governance and standstill agreement with Lionsgate Studios Corp. (LION)

Key Summary: On January 26, 2026, the Liberty Parties entered into a governance and standstill agreement with the company and MHR under which Secretary Mnuchin was appointed as a Liberty-designated director

Market cap: $2.8 billion| Lionsgate Studios Corp is a pure play, publicly-traded content companies. It brings together diversified motion picture and television production and distribution businesses, a world-class portfolio of valuable brands and franchises, a talent management and production powerhouse.

On January 26, 2026, the Liberty Parties entered into a governance and standstill agreement with the company and MHR under which Secretary Mnuchin was appointed as a Liberty-designated director, with mutual voting support for nominees and customary standstill restrictions, including a 17.5% ownership cap. Source

ESL Partners supports $300m Lands’ End (LE) IP monetization joint venture

Key Summary:  On February 24, 2025, ESL Partners urged the Board to pursue a sale, citing a sharp stock decline despite operational improvements and arguing a strategic buyer could unlock value, while reserving the option to sell its stake independently. On January 26, 2026, the company instead announced a $300 million IP-focused joint venture with WHP Global, including a 50% stake sale, a voting agreement supported by ESL Partners, and a tender offer that could give WHP Global ~7% ownership.

Market Cap: $536 million | Lands' End, Inc. operates as a digital retailer of apparel, swimwear, outerwear, accessories, footwear, home products, and uniform in the United States, Europe, Asia, and internationally.

·         On February 24, 2025, ESL Partners (55.3%) sent a letter to the Board urging them to consider selling the company to maximize shareholder value. Despite recent operational improvements under Andrew McLean's leadership, the stock price had declined significantly, trading at $11 per share from $20 per share in October 2024. Lampert believed a strategic sale to a well-capitalized buyer could unlock substantial value through synergies and integration. He offered to support the Board in identifying buyers but warned of pursuing an independent sale of his stake if a full-company sale was not pursued.

·         On January 26, 2026, the company announced a Membership Interest Purchase Agreement with WHP Global to form a joint venture to monetize and expand its intellectual property, with WHP Global acquiring a 50% stake for $300 million while the company retains operational control. ESL Partners support the transaction, have agreed to a related voting agreement, and WHP Global will launch a tender offer for up to 2,222,222 shares at $45 per share, potentially resulting in ~7% ownership. Source

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