Baker McKenzie advises Heiwa on its acquisition of all shares in PJC Investments and related debt financing

Baker & McKenzie (Gaikokuho Joint Enterprise) (“Baker McKenzie”) advised Heiwa Corporation (“Heiwa”), operator of Pacific Golf Management K.K. (“PGM”), one of Japan’s largest golf course management companies, on its acquisition of all of the shares in PJC Investments Holdings L.P. (an affiliate of Fortress Investment Group LLC; “PJC Investments”), the parent company of Accordia Golf Co., Ltd. (“Accordia Golf”). On 18 December, Heiwa entered into a share purchase agreement to make PJC Investments a wholly-owned subsidiary of Heiwa and a loan agreement to secure the JPY 510 billion needed for the transaction. The closing is expected to take place on 31 January 2025 subject to completion of merger clearance and other conditions.

Accordia Golf and its subsidiaries constitute the largest golf course operator group in Japan, owning and operating 173 golf courses as of 30 November 2024. Heiwa combines this with its own 148 golf courses, making it not only the largest golf course management company in Japan with a total of 321 courses, but the largest in the world in terms of the number of golf courses owned (according to YH Research Inc.).

The transaction was led by Kiyoshi Endo, a partner in the Baker McKenzie Tokyo Corporate / M&A Group. Kiyoshi was supported by a team from the group made up of counsel Masao Tozaki and Hiroyuki Kitamura, associates Takatoshi Kashiwara and Lisa Nagao.