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): December 14, 2015
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, Suite 1801 New York, New York |
10019 | |||
| (Address of Principal Executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (212) 237-3100
N/A
(Former name or former address, if changed from last report)
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:
| ¨ | 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)) |
| Item 8.01. | Other Events. |
On December 14, 2015, Paramount Group, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to its prospectus dated December 14, 2015, which was included in its automatic shelf registration statement on Form S-3 (File No. 333-208541) (the “Registration Statement”). The Prospectus Supplement relates to 46,601,137 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) | |
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: December 14, 2015
Exhibit 5.1
[LETTERHEAD OF GOODWIN PROCTER LLP]
December 14, 2015
Paramount Group, Inc.
1633 Broadway, Suite 1801
New York, New York 10019
| Re: | Securities Being Registered under Registration Statement on Form S-3 |
Ladies and Gentlemen:
This opinion letter is furnished to you in our capacity as counsel for Paramount Group, Inc., a Maryland corporation (the “Company”), in connection with the Registration Statement on Form S-3 (File No. 333-208541) (as amended or supplemented, the “Registration Statement”) filed by the Company with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and the Prospectus Supplement, dated December 14, 2015 (the “Prospectus Supplement”), filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act relating to the offering of 46,601,137 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Shares may be issued from time to time by the Company to the extent that certain holders of 46,601,137 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 Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of November 21, 2014, 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 opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
For purposes of the opinion set forth below, we have assumed that, in the future, 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 authorized but unissued shares of Common Stock under the Company’s Charter is less than the number of unissued Shares.
The opinion set forth below is limited to the Maryland General Corporation Law (which includes reported judicial decisions interpreting the Maryland General Corporation Law).
Paramount Group, Inc.
December 14, 2015
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 December 14, 2015, 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 |