November 13, 2014
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Folake Ayoola
Re: | Paramount Group, Inc. |
Registration Statement on Form S-11 (File No. 333-198392)
Request for Acceleration of Effective Date
Dear Ms. Ayoola:
As underwriters of Paramount Group, Inc.’s (the “Company”) proposed public offering of shares of common stock, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness as of 4:00 p.m., Eastern Time, on November 17, 2014, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that the undersigned effected the following approximate distribution of the Company’s Preliminary Prospectus dated November 6, 2014, through the date hereof.
Preliminary Prospectus dated November 6, 2014:
8,602 copies to prospective underwriters, institutional investors, dealers and others.
We were advised on November 13, 2014 by the Corporate Financing Department of the Financial Industry Regulatory Authority, Inc. that it has reviewed the above-captioned proposed offering and that it has determined to raise no objections with respect to the fairness and reasonableness of the underwriting terms and arrangements of the offering.
The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.
[Signature on following page]
Very truly yours, | ||||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | ||||
By | /s/ Michael A.H. Allong | |||
Name: | Michael A.H. Allong | |||
Title: | Authorized Signatory | |||
Morgan Stanley & Co. LLC | ||||
By | /s/ Heather Smith | |||
Name: | Heather Smith | |||
Title: | Vice President | |||
Wells Fargo Securities, LLC | ||||
By | /s/ Elizabeth A. Dichiaro | |||
Name: | Elizabeth A. Dichiaro | |||
Title: | Managing Director |