Rithm Capital Corp. completed the acquisition of Paramount Group, Inc. from The Vanguard Group, Inc., BlackRock, Inc., Long Pond Capital, LP and others.
Published on 12/19/2025
at 02:21 pm EST - Modified on 12/18/2025
Rithm Capital Corp. (NYSE:RITM) entered into an Agreement and Plan of Merger to acquire Paramount Group, Inc. (NYSE:PGRE) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Long Pond Capital, LP and others for $1.5 billion on September 17, 2025. Under the terms of the agreement, Rithm Capital Corp will pay $6.6 in cash per share. In case of termination of transaction, Paramount Group, Inc will pay a termination fee of $59.7 million to Rithm Capital Corp. The transaction was funded with, $1.56 billion of preferred and common equity financing and commercial mortgage-backed securities debt financing.
The transaction is subject to customary closing conditions, including the approval of Paramount?s common stockholders. The obligations of the parties to consummate the Mergers are not subject to any financing condition or the receipt of any financing by the Rithm Parties. 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. As of November 10, 2025 Paramount announced a special meeting of stockholders to be held on December 16, 2025, at 10:00 a.m., Eastern Time. On December 16, 2025, the stockholders of Paramount Group, Inc. approved the transaction.
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 independent 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. BofA Securities wil be paid a fee currently estimated to be approximately $34.8 million, $3 million of which was payable and paid in connection with the delivery of its opinion. Innisfree M&A Incorporated acted as proxy solicitor to Paramount Group, Inc.
Rithm Capital Corp. (NYSE:RITM) completed the acquisition of Paramount Group, Inc. (NYSE:PGRE) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Long Pond Capital, LP and others on December 19, 2025.Paramount will be rebranded as it integrates into the Rithm platform and positions for new opportunities across the portfolio. In conjunction with the closing of the transaction, Albert Behler, Chairman, Chief Executive Officer and President of Paramount, is departing the company.
BlackRock, Inc., formerly BlackRock Funding, Inc., is an investment management company. It provides a range of investment management and technology services to institutional and retail clients. Its diverse platform of alpha-seeking active, index and cash management investment strategies across asset classes enables the Company to tailor investment outcomes and asset allocation solutions for clients. Its product offerings include single- and multi-asset portfolios investing in equities, fixed income, alternatives, and money market instruments. Its products are offered directly and through intermediaries in a range of vehicles, including open-end and closed-end mutual funds, iShares and exchange-traded funds, separate accounts, collective investment funds and other pooled investment vehicles. It also offers technology services, including the investment and risk management technology platform, Aladdin, Aladdin Wealth, eFront, and Cachematrix, as well as advisory services and solutions.
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Rithm Capital Corp. completed the acquisition of Paramount Group, Inc. from The Vanguard Group, Inc., BlackRock, Inc., Long Pond Capital, LP and others.
