Rithm Capital Corp. (NYSE:RITM) entered into an Agreement and Plan of Merger to acquire Paramount Group, Inc. (NYSE:PGRE) for $1.5 billion on September 17, 2025. Under the terms of the agreement, Rithm Capital Corp will $6.6 in cash per share. The transaction will be financed through a combination of cash and liquidity from Rithm?s balance sheet and potential opportunities from co-investors. In case of termination of transaction, Paramount Group, Inc will pay a termination fee of $59.7 million to Rithm Capital Corp.
subject to customary closing conditions, including the approval of Paramount?s common stockholders. The deal has been unanimously approved by the board of directors of Rithm Capital Corp and Paramount Group, Inc. The transaction is expected to close in late Q4 2025.
UBS Investment Bank acted as financial advisor to Rithm Capital Corp. Citigroup Global Markets Inc. acted as financial advisor to Rithm Capital Corp. Peter D. Serating, Blair T. Thetford and Daniel L. Luks of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Rithm Capital Corp. Newmark Group and Eastdil Secured L.L.C. acted as real estate broker to Rithm Capital Corp. BofA Securities, Inc. acted as exclusive financial advisor and fairness opinion provider to Paramount Group, Inc and indepfinishent board of directors of Paramount Group, Inc. Julian Kleindorfer, Darren Guttenberg and Sean Parish of Latham & Watkins LLP acted as legal advisor to Paramount Group, Inc.
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