Paramount Group, Inc. (OBAI) Earnings Call Transcript & Summary

Good morning, and welcome to the Rithm Capital to acquire Paramount Group, Inc. Conference Call. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Emma Hoelke, Associate General Counsel. Please go ahead.

Thank you, and good morning, everyone. I would like to thank you for joining us today. Earlier this morning, we issued a press release announcing the acquisition of Paramount Group, Inc. Joining me today are Michael Nierenberg, Chairman, CEO and President of Rithm Capital; Nick Santoro, Chief Financial Officer of Rithm Capital; and David Welsh and David Schonbraun, our partners at GreenBarn Investment Group. Throughout the call, we are going to reference the investor presentation that was posted this morning to the Rithm Capital website, www.rithmcap.com. If you've not already done so, I'd encourage you to download the presentation now. I would like to point out that certain statements made today will be forward-looking statements. These statements, by their nature are uncertain and may differ materially from actual results. I encourage you to review the disclaimers in our press release and our investor presentation regarding forward-looking statements and to review the risk factors contained in our annual and quarterly reports filed with the SEC. And with that, I will turn the call over to Michael.

Good morning, everyone. Thanks, Emma, and thanks to all of you that have dialed in this morning. Obviously, we're really excited to announce the acquisition of Paramount. Very rarely do you have the opportunity to acquire what we deem our A assets at a discount to book value, while we deemed the beginning of the so-called office market recovery. We view this as a great opportunity for our company and the right time to grow our commercial real estate asset management business. Some of you, and as we think about this, we ask ourselves why now. And here are the reasons. We've been waiting for this for a long time. We have avoided what I would say the downturn in the real estate market, particularly in the office sector that's occurred for going back to the COVID days. So when you look today, A office is in demand. People are back to work. The Fed, they'll cut rates today, whether they go 25 or 50 basis points, we don't know. But we do believe currently, the market is pricing in, I think, something between 5 and 6 rate cuts over the course of the next 1.5 years. What does this mean? We love our entry point. Lower rates, what does that mean? That should lead to cap rate compression. Our entry point on this deal and these assets are as follows: it would cost us roughly 30% -- we're entering at 30% of what it would cost to replace these assets. When you look back to pre-COVID levels, the valuation on these assets are roughly 40% of pre-COVID levels. We look at this as our ability to generate outsized returns for our LPs and shareholders. Why this deal? It's transformative for our shareholders and LPs as we continue to diversify our investment strategies at Rithm, bringing in new partners while creating funds around this transaction. From a macro standpoint, we love the story. The intent of this deal is to make this a balance sheet-light transaction funded by our partners and LPs, creating value for our asset management business. Here's a way to think about this. We acquire a pool of assets at a discount to book. We raised LP capital around our asset management business, which let's say, trades, give or take A -- we'll just use a 10 vault, for example. This is an example of how we're going to create value. It is our expectation based on discussions and incoming calls we've received and are having that the equity check from Rithm could be as little as $300 million to $500 million. We expect our closing for Rithm and its affiliates to have $2.5 billion to $3 billion of cash and liquidity. Currently, we sit on $2.2 billion and have access to more than another $500 million. It's important to note that while the purchase prices advertises $1.6 billion, the company is currently sitting on, I believe, $490 million of cash and liquidity, which will be used to help fund the purchase. Rithm looks forward to working with the employees of Paramount, leveraging our GreenBarn partners, which we created in 2022 to continue building out our world-class operating and investment manager. Just a couple of facts on GreenBarn and our partnership. Since we formed GreenBarn in 2022 with David Welsh and David Schonbraun, we have deployed $700 million of equity, representing north of $3 billion of assets in 13 different deals. This includes both Rithm and third-party capital, including co-invest from different LPs. Another fact, 70% of the capital has come from third parties. We were an early mover in New York and San Francisco office. We acquired the debt of Columbia Property Trust, which is known as CXP. This portfolio consists of New York, Boston and San Francisco office. We went in on the debt, some of the debt converted to equity, where we've actually taken over some of the buildings, both in New York and San Francisco. When we look at this, we expect to see north of 2x on our investment. When looking at Rithm and its affiliates, we have substantial scale and personnel across all of our real estate verticals. For this transaction, when you think about it from a diligence standpoint, we work very closely with our banking advisers, UBS and Citi, as well as two of the leaders in the real estate brokerage and advisory business, Eastdil and Newmark. We are very excited for this opportunity. When you look back to Rithm, formerly known as New Residential, we've done this before when we started this company with $1 billion of equity that dates back to 2013 and built the company as you see it today known as Rithm. We view this opportunity as a very similar -- in a very similar manner where we think we're going to create substantial value for both our LPs and shareholders. I'm now going to refer to the short deck that's been posted online, and then we'll open it up for Q&A to the callers. So I'm going to start on Page 3. What is Paramount? Again, we announced, we're acquiring Paramount for $1.6 billion or $6.60 per share. What does Paramount have? Paramount owns and operates Class A office properties in two of the gateway cities in the United States: New York City and San Francisco. The portfolio includes 13 owned and 4 managed highly quality office assets, totaling more than 13 million square feet, of which today -- of which, as of the end of June, 85% of those assets are currently leased. We are going to acquire the company for $1.6 billion. As I pointed out, there's roughly $490 million of cash on the balance sheet. So that will be used as part of the purchase price, we intend to bring in third-party capital and LPs. And like I said earlier, it's our expected equity check should be something in the vicinity of $300 million to $500 million. When we look at cash consideration, it will be funded with excess cash from the balance sheet again, cash and liquidity from Rithm's balance sheet and potential opportunities from co-investors and different LPs. At the time of expected closing, Rithm will -- should have something in the vicinity of $2.5 billion to $3 billion of available cash and liquidity. Our target date for the closing is late Q4, subject to customary closing conditions and approvals and again, subject to Paramount shareholder approval. I mentioned before why now, and I'll hit it again. Real estate valued 40% below pre-COVID values, 25% to 30% of replacement costs with locked in asset-level non-recourse financing. Acquisition of exceptional assets in prime locations, New York and San Francisco. Rithm has been patient, as I pointed out before, while we've done some commercial real estate investing, both here at Rithm, Rithm Property Trust and alongside third-party LPs. We've been very patient in the office sector. And we believe now is the right time to do so with -- again, with the Fed cutting rates, we expect cap rate compression and just the overall entry point on the underlying assets at what we think are very, very attractive values. When we look at Rithm on the asset management model, how do we think about ourselves? One is, we seek to acquire assets at a discount to book value and in this case, transform them into an asset management opportunity. If you think back to the old Rithm/New Residential days, we would fund everything on balance sheet. It's our expectation, once again, that this will be a balance sheet-light transaction for us, bringing in third-party capital alongside us as partners. Our goal, and we've been pretty vocal about this over the course of the past, quite frankly, 3 years since we -- since the company -- since we bought the manager back from Fortress was to create a real third-party asset management franchise. When you look at us today, and I'll get to that slide -- the next slide, we manage, give or take, $100 billion of assets between balance sheet and third party. Last week, we announced the Crestline acquisition, which vaults us into both the credit -- grows our credit presence to give or take about $35 billion in credit. We now have an insurance and reinsurance business. And then obviously, we have with our scope to partners, we have the multi-strat fund. We have extreme -- a ton of experience in all different verticals in real estate and obviously, the new hot topic in asset management and asset-based finance. Back to Page 4 for a second. When we look at the growth of the real estate platform, it's truly -- it could be a very, very good diversification play. As we've been very, very big in the so-called single-family residential space. When you think about that, we have a servicing portfolio of $850 billion rates go down. These assets have duration. We're going to see cap rate compression. So we look at the whole picture and we think about all of our duration risk across our entire portfolio and in our different funds, and we think this is going to be a great one for our company. When we look from the fundamentals in office, like I said, there's the Fed cutting rates. The other thing really to talk about when you look at the New York City market, for example, which we're in, and we're in the middle of looking at more space, it is office to find good prime office, a quality office space is very, very difficult. And when you look, there's a truly limited supply, and what we're currently seeing is really increased rents more and more folks getting back to office, and we love, again, the macro story of where we are. Page 5, I just kind of hit on that, but just real quickly, credit multi-strat real estate, asset-based finance. Company currently manages north of $100 billion in assets. When you look at our investment professionals and you think about the team, which I'm sure I'll get there in a couple of slides, we have a ton of people around the house. We've been doing this for a long period of time. And like I said before, when we actually started New Residential Rithm, which was started a Fortress with mortgage servicing rights, we took an asset class. We built a real asset management business with $1 billion of permitting capital to where today we're north of $8 billion. When you look at Paramount on Page 6. 13 million square feet across 17 different assets. Company was founded in 1978 and I mentioned before that from a lease perspective, 85% of these assets are leased. When you look at the annual average rent $90 per square foot exposure to Class A office rental revenues 94% and the average lease term for office leases 7 years. Below on the bottom of the page on Page 6, you can see the Blue-Chip Tenant Base, and that continues to grow, on a daily basis. We look at the commercial real estate opportunity, again, very, very bullish on office as we look at the so-called dislocated recovery trade or investment. There's $20 trillion of commercial real estate value in the United States. Office values, we believe, hit a trough in 2024 and currently increasing Q1 '25, U.S. office leasing volumes up 15% year-over-year, although it remains 10% to 20% below pre-COVID levels. Manhattan leasing activity measured 7 million square feet in Q2 of '25, which is 33% ahead of its 5-year quarterly average. San Francisco, another great recovery story, quite frankly, saw 3.2 million square feet of leasing, including renewals in Q2 of '25, the highest quarterly total since pre-COVID in Q2 of 2019. Looking at Page 8, office tailwinds. We believe and our partners believe that we're well positioned to capitalize on the recovery of office through the acquisition of a premier platform with high-quality properties. As I pointed out, New York and San Francisco, the gateway -- two of the gateway markets in the United States, and we're very, very bullish. When you look at Page 9, talking about this, I'll just hit a couple of things here. North of $8 billion of permanent capital I mentioned before, when you look at the investment professionals around the house between Rithm, Sculptor, GreenBarn, and a number in Crestline, quite frankly, we have well north of 200 investment professionals. Everybody is focused on their, what I would call their, specialty and the platform and where we are, I think, in the marketplace is really to try to add alpha to our portfolios and create real value for our shareholders and LPs. We think this transaction is going to enable us to continue doing that. When you look at the average age or you think about how long we've been doing this together, the average investment experience is north of 30 years. I think I'll probably bring that number up. Page 10, just talk about our commitment to growth and diversification. 2022, we announced we internalized the -- we bought the manager back from Fortress. At that time, we rebranded our company to Rithm Capital, set out on a mission to raise third-party capital and grow our asset management business. Keep in mind prior to that, all of our capital formation was done in the public equity markets. 2023, we enter into a deal to acquire Sculptor, which is really the launch of our so-called asset management business in a meaningful way. 2024, we acquired the external manager of something that was called Great Ajax. We renamed that Rithm Property Trust, small in nature, $300 million of equity -- liquidity on the balance sheet and no different than some of our other -- some of the larger alts out there that have kind of repositioned some of their REITs. We think that has a lot of potential here as well. When you look at 2025, we really have started clicking on, what I would call, third-party LPs and bringing folks onto our platform. We announced this year that we did a large transaction up to $1.5 billion with a third-party, with two different third-party LPs to develop a fund around residential transition loans. We're launching a so-called non-traded REIT, which we -- I believe we actually launched that yesterday. That's on being done with our JPMorgan partners. Last week, obviously, we mentioned Crestline and the acquisition of that platform and with their group, and we're really excited about that one. And then obviously, today, we're announcing Paramount. When you look, and I've got a bunch of tech this morning about how busy we are. If you go back to the FT article that when we announced the Crestline deal, one of the quotes that I made was that, when you look at our platform today, what's next and how we think about it, I did allude to commercial real estate. This checks the box. It was one other thing that I put in there, and that was on the consumer side as we think about the growth of the ABF market. After that, quite frankly, I think we have all the pieces to execute, create real alpha for LPs, bringing a lot more partners onto our platform and continue to grow our asset management business. Behind Page 10, you'll see some -- just some stats and actually some photos of these premier assets that in the Paramount portfolio. With that, why don't I turn it back to the operator. We have our whole team here sitting in our room here, and we're happy to answer any questions that you may have.

[Operator Instructions] First question comes from Bose George at KBW.

Congratulations on another deal. Just in terms of the transaction, does it create any goodwill or negative goodwill? It's just -- yes, just how does this compare to like NAV or do you have just kind of the best way to think about that?

Sorry, Bose. No goodwill. I mean, look at it like we're acquiring a company. We're buying what we think, I don't know that this is the right way to quote it, but we're actually buying this at a substantial discount to stated book value. There is no goodwill though, as it relates to this.

I mean, could there be negative goodwill then, since you're buying it at a discount to stated book?

There can be a negative goodwill, which would more than likely be offset by transaction costs, because of just how they come into the P&L.

Okay. And then just any impact on the dividend. It looks like there is no dividend coming out of Paramount. This is obviously not a big investment for you guys, but just yes, just thoughts on the dividend as a result of this.

No, no impact at all. And we'll likely come out with our dividend announcement tonight.

The next question comes from Crispin Love with Piper Sandler.

For the terms, can you just discuss a little bit deeper the co-investors part, what that could look like? Would that be investors from Sculptor, other LPs? Are you going to be fundraising for that? And then just curious when we'll get more details on the equity, Rithm will be responsible for you. Michael, you did mention the $300 to $500 million, but when we might get those final details?

Yes. Good questions, Crispin. I mean, here's what I would tell you. The amount of phone calls -- incoming phone calls from what I would say, peers in the business, I now have a lot of new real estate friends to our GreenBarn partners who are sitting across the table from me. There's been a ton of incoming calls from folks that want to be part of this. I can't tell you exactly how much capital we're going to need. That's why I gave you an estimate. It's our expectations quite frankly, that if we wanted to syndicate the whole thing we could do that. We're thinking about this more from a strategic standpoint, how we grow our asset management business. We will likely be bringing third-party LPs alongside us. I just don't know what the -- what that quantum looks like right now. What I would say is that, when you think about the commercial real estate space, and obviously, we have different verticals, this is an opportunity to raise capital around a specific transaction. We will not be raising blind pools of commercial real estate money, unless it's around a specific transaction. This is one where we think we're going to have huge success, to raise a lot of capital, quite frankly, we could probably oversubscribe the amount of capital that we'll have in this. But just so we're clear, we'll be out seeing LPs and other partners. Quite frankly, we all have a lot of friends in the business. I would expect the amount of capital. And again, I don't want to short this will likely be less than what I state. So when you think about where we are in the equity markets and quite frankly, all the hedges always -- they hear a deal like this and they're going to turn around and try to get short the equity, because we're going to hit the capital markets with an equity raise. It is our intention, based on where we are. One, we pointed out that at closing, we're going to have something between $2.5 billion and $3 billion of cash and liquidity. Two, we're going to raise money from third-parties. And this is our whole mission around growing our so-called asset management business. So to give you a specific number, I don't know. But I would tell you between -- I put in -- we put in the press release and I alluded to my comments, when you think about Newmark and Eastdil, I don't know what their transaction volumes are, but they're massive right now in office and everything else. It's like -- we've had 100 phone calls from people looking to be part of this thing. The amount of capital we need, I think, is going to be less than we actually think it will be.

Great. I appreciate that. And then, just last question for me. Can you speak to expected earnings accretion and synergies that could come from the deal and how you just think about the pro forma company?

Yes. I think it's -- going in day 1, we think it's kind of a flattish, quite frankly, until we really assess what I would call the asset management fees that we're going to generate from our third-party LPs. Part of it depends on how much cash we're going to fund off balance sheet. I think when you look at these kind of businesses, a lot of it is IRR based when we think whether we ever exit this or not. So it is our projection on a long-term basis that we think this will be -- we're hoping north of 20s from an IRR standpoint when you think on the multiple of capital, we're hoping it could be 1.5x to north of 2x, but we just don't know. But I think day 1, you should assume flattish from an earnings standpoint. And then on a go-forward basis, we think the upside is going to be substantial. I mean, you almost think of it like a book value thing, right? If we do 20s and you end up and the MOIC is 2x, you're going to create substantial book value for Rithm shareholders. And then the bigger thing is, like I pointed out, buying assets at a discount to book and turning that into asset management streams that trade at 10 to 30 multiples, that's really what we're striving for here. And that's been our mission for something that we've been talking about for a while.

The next question comes from Eric Hagen with BTIG.

A follow-up on the synergies. I mean, are there financing synergies that you can explore for the Paramount portfolio, which make it like even more accretive? Like you mentioned asset-based financing being popular kind of steam in the market right now? Like can you explore that with this transaction?

I think we'll explore everything like -- and I think, what I would say is, we're out with an ABF fund. When we look at that, we don't have, what I would say, office commercial real estate in that fund today. I think this will be more specific from a capital raise around this transaction. While saying that, the team has, I think, in one of our slides, we talk about how we've done $60 billion of securitizations. And when I think about the breadth of our team and what we do and how we think about financing, and I'm looking at Charles Sorrentino, who's sitting next to me, who has run our CMBS desk, get to some of the big banks and in charge here around our so-called CIO functions. I think, we're extremely optimistic about ways that we're going to maximize value for shareholders in LPs. That's what I would say. And obviously, with a portfolio that's 85% leased in office recovery on the upswing and the Fed cutting rates, I think there'll be upside to some of the projections that we're thinking about.

Yes. That's helpful. I realize it's all coming together with the co-investment, but what are we thinking as far as the fees go? What does it mean to the overall kind of bottom line for the asset management business, depending on how much you're able to source from third-parties?

I mean, here's an example, right? Let's assume I take the $300 million number you take $1.6 billion, minus $490 million or just call it $500 million to keep the math simple. That's $1.1 billion or some transaction costs, right? So let's assume $200 million to $300 million of equity. Just use $1 billion. Let's assume the average management fee is X, that trades at Y multiple, that should get you to how you think about that.

Okay. We can maybe follow up on what the kind of fee stream might look like. This is really helpful. Congrats again. I appreciate you guys.

Thanks, Eric.

The next question comes from Jay McCanless in Wedbush Securities. Mr. McCanless, your line is open. Do you have a question, you may need to unmute your phone.

Sorry about that. With some of the headlines that we've seen about Paramount and senior management, I guess who's going to be running these assets for Rithm? And is that evolving? And how do you think that's going to play out over time?

Right. Paramount has a very, very large management team. It's not about just like we do here, it's not about any one of us. You look at the broad organization. And there's huge teams. I mean, you look at, for example, at Rithm, when I quoted north of 200 investment professionals, when you look around the house, we probably have close to 11,000 people between our opcos and everything else. You look at Paramount, there's a ton of people there, and they've done a great job. We're going to work closely from the Rithm level. We have our GreenBarn partners here. I pointed out, we were an early mover in kind of the office recovery side. So I think collectively, we're all going to work together to figure out what's going to enhance shareholder value for everybody. And one of the things that we do, and quite frankly, I do is we try to empower our employees to be the best that they can be. There's a lot of folks there. We look forward to sitting down in a room and getting together, but it will be a collaborative effort, that's what I would say.

Okay. And then the other question I had on Slide 7, where you say office values, you believe had a trough in '24 and are increasing. I guess, could you unpack that a little more? And what are some other things you're seeing? What are some other metros maybe if this is the first of several acquisitions, kind of what are the things we need to be watching for? What have you all seen in the market to give you confidence that office really has troughed?

I'm going to turn this one to my partners, David and David, who are chomping at the bit to say something. So guys?

So a few key reasons to express why we're bullish in the office recovery. On the New York -- in the New York market, you got accelerating fundamentals happening right now, unprecedented shift in the supply-demand dynamics. There's no new construction, 10% of the inventory is coming offline with the conversions. And the return to work phenomenon is back now 4 to 5 days a week. In SF, San Francisco, the upturn now is clearly underway. The AI explosion is happening and San Francisco is at the epicenter of that. It's a top-performing economy with the highest concentration of the largest companies in the country. Tech talent is all based there. And the tenant demand stands at 6.5 million square feet with 50% of that increase coming from a year ago, and the tech AI demand is 50% of that. Dave?

Okay. I think simply stated, you have really good leasing fundamentals that you're seeing the capital markets really pick up from a financing standpoint and you have a lot of capital inflows on the equity side, especially from international capital. So that's really setting up for a good recovery kind of from all the different facets, and that's making this really attractive right now.

This concludes our question-and-answer session. I would like to turn the conference back over to Michael Nierenberg for any closing remarks.

So thanks, everybody, for joining us this morning. We are -- I would say like when you look at -- in our investment careers and we think about thematic investing, this is a period of time that we are extremely excited about this transaction and actually the prospect of seeing a real lift for our shareholders and LPs. We like the entry level. We do think rents are going to continue to increase here based on what we're seeing in our own personal experience and needing more space. We have great operating partners across all of our different firms that make up Rithm asset management. So all we need to do is execute. And I'm very confident in the teams that we're going to be able to do so. You'll likely hear more from us as, obviously, as we go forward. But if there's any follow-up questions, we're around, and I appreciate everybody's time this morning.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

Thank you.