Paramount Group (PGRE) Proxy Filing summary

Executive summary

• Rithm Capital agreed to acquire all outstanding shares of Paramount Group for $6.60 per share in cash, valuing the transaction at approximately $1.6 billion, with the deal expected to close in late Q4 2025, subject to shareholder approval and customary conditions.

• The merger will result in Paramount becoming a wholly owned subsidiary of Rithm, expanding Rithm's commercial real estate and asset management platform with a portfolio of 13 owned and 4 managed Class A office assets totaling over 13.1 million square feet.

• The transaction was unanimously approved by the boards of both companies and is structured as a two-step merger involving both the operating partnership and the REIT entity.

• Paramount shareholders will receive $6.60 per share in cash, and holders of operating partnership units will receive equivalent cash consideration based on a conversion factor.

• The merger is expected to provide immediate, full, and fair value to Paramount shareholders and create new opportunities for Rithm's investors.

Voting matters and shareholder proposals

• The merger is subject to approval by the affirmative vote of Paramount shareholders holding a majority of the outstanding shares at a special meeting.

• Paramount will file a proxy statement with the SEC and mail it to shareholders, who are urged to read it for important information about the transaction.

• The board recommends shareholders vote in favor of the merger, and the proxy statement will include all required disclosures and the board's recommendation.

Board of directors and corporate governance

• The merger agreement was approved by the Paramount board, which determined the transaction to be in the best interests of shareholders.

• Upon closing, the directors and officers of the surviving entity will be those of Rithm's merger subsidiary.

• The board received a fairness opinion from BofA Securities regarding the merger consideration.