In a move that continues its expansion into the real estate sector, global alternative asset manager Rithm Capital Corp, has entered into a definitive agreement to acquire Paramount Group Inc., a vertically integrated real estate investment trust that owns, operates, manages and redevelops Class A office properties in New York City and San Francisco, for total cash consideration to Paramount shareholders of $6.60 per fully diluted share (approximately $1.6 billion). Paramount’s portfolio includes 13 owned and four managed office assets, totaling more than 13.1 million square feet, 85.4% of which is currently leased as of June 30, 2025.
The agreement has been approved by the boards of directors of both companies. Rithm expects to fund the transaction with a combination of cash and liquidity from Rithm’s balance sheet and potential opportunities from co-investors. The addition of the Paramount portfolio will create new opportunities for investors to access Rithm’s real estate platform and bolster Rithm’s asset management business.
“We believe the acquisition of Paramount is a generational opportunity that will serve as a springboard to build out our commercial real estate and asset management platform and expands our owner-operator model,” said Michael Nierenberg, CEO of Rithm. “The Paramount portfolio is situated in cities where we have a strong conviction in the recovery of office market fundamentals, including improving rent rolls, a more favorable interest rate environment and increasing demand. We believe Rithm’s asset management business is well-positioned to create value in the commercial real estate market, with a growing footprint of high-quality office assets and the expert urban development and complimentary office management capabilities of our GreenBarn team and broader platform.”
“We are incredibly proud of the high-quality portfolio we’ve built and believe strongly in its intrinsic value,” said Martin Bussmann, lead independent director of Paramount. “Together, the board and management team have found an ideal partner in Rithm, which offers the financial scale needed to improve our fundamental operating performance. After an extensive process and evaluation of a range of strategic alternatives, we are pleased to have reached this agreement which will deliver immediate, full and fair value to our shareholders.”
The transaction is expected to close in late Q4 2025, subject to customary closing conditions, including the approval of Paramount’s common stockholders.
UBS Investment Bank and Citigroup Global Markets Inc. are acting as financial advisors to Rithm, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Rithm. Newmark Group and Eastdil Secured L.L.C. are acting as real estate advisors to Rithm.
BofA Securities is acting as exclusive financial advisor to Paramount and a transaction committee of the board, comprised of independent directors, and rendered an opinion that the transaction is fair to Paramount shareholders from a financial perspective. Several investor rights law firms subsquently announced investigations into the deal’s fairness to shareholders.
Latham & Watkins LLP is acting as legal counsel to Paramount.
