Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 1, 2024

Paramount Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland

001-36746

32-0439307

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1633 Broadway

New York, New York

10019

(Address of Principal Executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 237-3100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class

Trading
Symbol

Name of each exchange

on which registered

Common stock of Paramount Group, Inc., $0.01 par value per share

PGRE

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On March 1, 2024, Paramount Group, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to its prospectus dated March 1, 2024, which was included in its automatic shelf registration statement on Form S-3 (File No. 333-277583) (the “Registration Statement”). The Prospectus Supplement relates to 4,061,810 shares of the Company’s common stock that may be issued from time to time if, and to the extent that, the holders of an equal number of common units of limited partnership interests (“OP Units”) in Paramount Group Operating Partnership LP present such OP Units for redemption, and the Company exercises its right, in its sole and absolute discretion, to issue shares of its common stock in exchange of some or all OP Units presented for redemption.

An opinion of the Company’s counsel, Goodwin Procter LLP, regarding the legality of the shares of common stock covered by the Prospectus Supplement described above is filed as Exhibit 5.1 hereto and is incorporated herein by reference and into the Registration Statement and Prospectus Supplement.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit Number		Description

5.1		Opinion of Goodwin Procter LLP regarding the legality of the securities offered

23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1)

104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


PARAMOUNT GROUP, INC.

By:		/s/ Gage Johnson
Name:		Gage Johnson
Title:		Senior Vice President, General Counsel and Secretary

Date: March 1, 2024

Exhibit 5.1

LOGO

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

goodwinlaw.com

+1 617 570 1000

March 1, 2024

Paramount Group, Inc.

1633 Broadway

New York, New York 10019

Re: Securities Registered under Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Paramount Group, Inc., a Maryland corporation (the “Company”) in connection with its filing of a Registration Statement on Form S-3 (File No. 333-277583) (as amended or supplemented, the “Registration Statement”) filed on March 1, 2024 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and the Prospectus Supplement, dated March 1, 2024 (the “Prospectus Supplement”), filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, relating to the registration of the offering by the Company of up to 4,061,810 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). The Shares may be issued from time to time by the Company to the extent that certain holders of 4,061,810 common units of limited partnership interest (the “OP Units”) in Paramount Group Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), in accordance with the terms of the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of October 26, 2020, as amended (the “Partnership Agreement”), tender the OP Units to the Operating Partnership for redemption and the Company exercises its contractual right to acquire such tendered OP Units in exchange for the Shares.

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company. For purposes of the opinion set forth below, we have assumed that before the Shares are issued the Company does not issue shares of Common Stock or reduce the total number of shares of Common Stock that the Company is authorized to issue under its articles of incorporation, as amended and then in effect (the “Charter”) such that the number of unissued shares of Common Stock authorized under the Company’s Charter is less than the number of Shares.

The opinion set forth below is limited to the Maryland General Corporation Law.

Paramount Group, Inc.

March 1, 2024

Page 2

Based on the foregoing, we are of the opinion that when and to the extent issued in exchange for the OP Units as provided in the Partnership Agreement, the Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K relating to the Shares, dated March 1, 2024, which is incorporated by reference into the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement and Prospectus Supplement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ GOODWIN PROCTER LLP

GOODWIN PROCTER LLP

Document and Entity Information	Mar. 01, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001605607
Document Type	8-K
Document Period End Date	Mar. 01, 2024
Entity Registrant Name	Paramount Group, Inc.
Entity Incorporation State Country Code	MD
Entity File Number	001-36746
Entity Tax Identification Number	32-0439307
Entity Address, Address Line One	1633 Broadway
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	(212)
Local Phone Number	237-3100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock of Paramount Group, Inc., $0.01 par value per share
Trading Symbol	PGRE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false