Withers advises PAG on tax structuring for landmark US$3 billion acquisition of Sapporo Real Estate

Withers has advised PAG on the tax structuring of its joint acquisition with KKR of Sapporo Real Estate Co., Ltd., in a transaction valued at US$3 billion. The acquisition is one of the largest real estate related transactions of 2025 and has attracted significant attention not only in Japan but globally as well. 

Under the transaction, investment funds managed by PAG and KKR will acquire 100% of Sapporo Real Estate from Sapporo Holdings Limited, with completion expected to take place in stages over a three-year period. Acquisition of the first tranche, which will represent a 51% stake, is expected to close on June 1, 2026. 

Withers advised PAG on the tax structuring of all aspects of the acquisition, drawing on the firm's integrated Asia-Pacific and US tax capabilities. The Withers tax team was led by partner Eric Roose and included lawyers from the firm’s offices in Japan, Singapore and United States; namely Kohei Kobayashi, Tomoyuki Nakamichi, Kwong Wing Leon, Charles Kwek, Elliot Galler, and Robert Berkson. The firm's Singapore funds team led by Daniel Yong with support from Si Ning Teng also advised on the Singapore legal aspects of the consortium structure and PAG's investment into the joint venture with KKR.

Commenting on the transaction, Eric Roose said: "This was a highly complex and high-profile transaction, requiring close coordination across multiple jurisdictions. It reflects the growing sophistication of cross-border real estate investments in Japan and highlights the importance of integrated tax and funds expertise when structuring transactions of this scale."

This engagement underscores Withers' strength in advising leading global investment firms on complex, high-value, multi-jurisdictional transactions across Asia.