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MoFo Advises PAG in Its Acquisition of Sapporo Real Estate

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Morrison Foerster advised PAG, a leading Asia-based alternative investment firm, on a definitive agreement between funds managed...

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Morrison Foerster advised PAG, a leading Asia-based alternative investment firm, on a definitive agreement between funds managed by PAG and KKR, a leading global investment firm, and Sapporo Holdings Limited (“Sapporo Holdings”) to acquire 100% of the shares of Sapporo Real Estate Co., Ltd. (“Sapporo Real Estate”) from Sapporo Holdings. The acquisition will close in stages over three years, with the acquisition of the first tranche, representing a 51% stake, expected to close on June 1, 2026.Sapporo Real Estate owns, operates, and develops a diverse portfolio of commercial, office, hotel, and residential assets primarily located in Ebisu and Sapporo, including Yebisu Garden Place.The MoFo team advising PAG was led by Tokyo mergers + acquisitions partners Naoya Shiota and Dale Caldwell and real estate partner Masahiro Shiga, with associates Yui Hirohashi, Karin Ito, and Ning Ning.

MoFo Advises PAG in Its Acquisition of Sapporo Real Estate

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Naoya Shiota is a partner in Morrison Foerster Law Offices and a member of the firm’s Private Equity Group. He has more than 20 years of experience advising private equity and corporate clients on cross-border M&A, finance, and other related transactions.He represents clients in a variety of industries including automotives, entertainment, and pharmaceuticals.Naoya received his LL.B. from the University of Tokyo and his LL.M. from Cornell Law School. He is a member of Daini Tokyo Bar Association.He is fluent in English and is a native speaker of Japanese.

Naoya Shiota

Partner

Dale Caldwell’s practice focuses primarily on representing clients in project finance and development transactions, as well as advising companies and funds on cross-border M&A, joint venture, and strategic alliance matters. Although Dale has experience across numerous industry sectors, Dale’s focus in recent years has been on renewable energy and data center transactions, in which he represents strategic and financial investors, and their portfolio companies, in developing, financing, purchasing, and selling projects throughout Asia and the United States. He advises clients at every stage of the project lifecycle—from site acquisition and design-build contracting to energy procurement and project financing.Dale’s work sits at the intersection of construction, infrastructure, and technology, with an emphasis on creating efficient, sustainable, and scalable power and data center solutions. He also counsels clients on strategic partnerships and cross-border joint ventures that support their global growth. Dale currently leads our global renewable energy and data center initiatives.Dale is recognized by numerous well-known rankings publications for excellence and accomplishment in his areas of expertise. He is consistently ranked as a leading lawyer in project finance and in banking & finance by Chambers Global, Chambers Asia-Pacific, The Legal 500 Asia Pacific, IFLR1000, and The Best Lawyers in Japan.

Dale Caldwell

Masahiro is the Managing Partner of Morrison Foerster Law Offices. He advises clients on a range of matters in various sectors, including:<ul><li>Real estate finance</li><li>Fund formation and private equity</li><li>Project finance for renewable energy projects</li><li>Banking and financial institutions</li><li>Workouts and restructurings</li><li>Distressed acquisitions and financing</li><li>Real estate investment trusts</li></ul>Over the past 20 years, Masahiro has advised on the purchase of more than ¥1.5 trillion ($16 billion) in Japanese real estate and represented lenders in more than ¥1 trillion ($1.1 billion) in issued bonds and securitized loans. He handles transactions across all major property types, including commercial, professional, industrial, and hospitality.Masahiro also represents major commercial lenders, investors, and investment banks in cross-border transactions. He has worked with leading banks, as well as with foreign borrowers and investors. He has advised private real estate firms, and counseled some of the biggest sovereign wealth funds in Asia, in their real estate transactions.Masahiro is a bengoshi registered in Japan and graduated from the Legal Training and Research Institute of Japan (48th Trainee).

Masahiro Shiga

Yui Hirohashi is an associate in the Corporate Department of Morrison Foerster’s Tokyo office.Yui earned her J.D. from Harvard Law School and received her A.B. from Harvard College, where she graduated magna cum laude with Highest Honors.Prior to joining Morrison Foerster, she was an associate in the New York and Tokyo offices of another leading international law firm.Yui is admitted to practice law in the state of New York.She is fluent in English and Japanese.

Yui Hirohashi

Associate

Karin Ito is an associate of Morrison Foerster Law Offices.Karin received her LL.B. from Keio University in 2013, her J.D. from Keio University Law School in 2016, and completed her training at the Legal Training and Research Institute of the Supreme Court of Japan in December 2017 (70th trainee). She also earned an LL.M. from the University of California, Los Angeles, School of Law in 2022.Karin is a bengoshi admitted to practice in Japan and is a member of the Daiichi Tokyo Bar Association.

Karin Ito

Ning Ning is a corporate associate in Morrison Foerster’s Tokyo office.Ning received her J.D. from Duke University School of Law, where she served as a student attorney for the Start-Up Ventures Clinic and represented early-stage businesses on a variety of corporate matters. She received her B.A. in Psychology and in Japanese with honors from Washington University in St. Louis. From 2010 to 2012, Ning studied at Waseda University in Tokyo and was a recipient of the 125th Anniversary Scholarships. Ning is fluent in English and Mandarin.Ning has been recognized by The Best Lawyers in Japan in its “Ones to Watch” category for Corporate and M&A Law.

Ning Ning

Mergers + Acquisitions

Real Estate

Japan