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Banking and finance: International firms and joint ventures in Japan

Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho

Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho offers a full-service banking and finance practice well known for its project financing expertise on cross-border multi-billion deals. The long-standing practice offers both international and Japanese law capability, with particular cross-border financings, acquisition financing, syndicated loans, and complex multi-source financing for a range of lenders. Co-led by Matthias Voss (Tokyo and Seoul office head) and Scott Neilson, the practice also offers commercial banking and finance, vessel financing, and loan restructuring expertise. Neilson and Voss both have extensive expertise in infrastructure projects. Also of note is Xue Wang, who was promoted to partner. At a non-partner level, Akira Takahashi is a key figure and regularly works on matters involving Japanese ECAs and lenders.

Practice head(s):

Matthias Voss; Scott Neilson

Other key lawyers:

Xue Wang; Akira Takahashi

Testimonials

‘A diverse team that is well leveraged to deliver efficient, timely and value for money legal advice and support.’

‘Scott Nielson is well plugged into the industry developments and trends. He works across borders in many jurisdictions and offer depth and width of experience for a relatively young partner.’

‘Deep understanding of our business strategy.’

Key clients

Nigeria LNG Limited

JICA

Ichthys LNG

Mitsubishi Materials Corporation

EBRD

Work highlights

  • Advised Japan Bank for International Cooperation (JBIC), Nippon Export and Investment Insurance (NEXI), Crédit Agricole Corporate and Investment Bank, KFW IPEX-Bank GmbH, Mizuho Bank, Ltd, Siemens Bank GmbH, Société Générale, Standard Chartered Bank and Sumitomo Mitsui Banking Corporation on a total co-financing amount of approximately USD927 million for the development of a waste-to-energy facility in Warsan, Dubai.
  • Acted for Ichthys LNG Pty Ltd, the borrower in relation to the refinancing of the Ichthys LNG Project.
  • Acting as Lenders’ counsel in connection with the Rovuma LNG Project, (Area 4) located in Mozambique as a mega project for the development of the landside LNG facilities.

Baker McKenzie (Gaikokuho Joint Enterprise)

Baker McKenzie (Gaikokuho Joint Enterprise)’s banking and finance practice is led by Shinichiro Kitamura and offers the full range transactional and regulatory financial advice for inbound and outbound financing. Also of note in the team are Naoaki Eguchi and Gavin Raftery.

Practice head(s):

Shinichiro Kitamura

Other key lawyers:

Naoaki Eguchi; Gavin Raftery; Kosuke Suzuki; Masato Honma; Haruhiko Ogasawara

Key clients

Mizuho Bank

MUFG Bank

Sumitomo Mitsui Banking Corporation

Sumitomo Mitsui Trust Bank

Shinsei Bank

Pacifico Energy K.K.

Volkswagen Financial Services

JBIC

Forest Energy Inc.

Mitsubishi UFJ Trust and Banking Corporation

Work highlights

  • Advising Mizuho on the financing of Z Holdings Corporation’s ¥400bn take-over of ZOZO Inc.
  • Acting for SMBC on the financing of Asahi Group Holdings’ acquisition of Carlton & United Breweries from Anheuser-Busch InBev.
  • Advising Sumitomo Mitsui Trust Bank on its ¥11.8bn financing for Enex Infrastructure Investment Corporation, a listed infrastructure fund sponsored by ITOCHU ENEX Co., Sumitomo Mitsui Trust Bank, Mercuria Investment Co. and Maiora Asset Management PTE.

Clifford Chance

Yusuke Abe leads Clifford Chance’s Tokyo banking and finance offering and specialises in cross-border and domestic project finance, export finance, and M&A finance. Under his leadership, the practice is regularly instructed by both Japanese and international financial institutions on inbound and outbound acquisition and asset finance transactions, and regulatory matters related to derivatives. The team also has a market-leading aviation and energy practice which is supported by Hans Menski who is regularly instructed on first-of-a-kind project developments with complex, multi-source financings. The team is adept at work for blue-chip clients, offering international and Japanese law capabilities. Also of note is counsel Akihiko Takamatsu, who is well regarded by clients for his banking and regulatory expertise.

Practice head(s):

Yusuke Abe

Other key lawyers:

Hans Menski; Akihiko Takamatsu

Testimonials

‘The team is expert at advising on, preparing and filing large shareholding and Foreign Exchange and Foreign Trade Law reports in Japan.’

‘Partner Yusuke Abe is a high skilled and experienced partner who always thinks of his clients first and always give his feedback within 24 hours.

‘Small numbers with exceptional talent and perfect team collaboration.’

‘Mr. Akihiko Takamatsu shows passion towards our work and has a lot of commercial and legal knowledge of the industry/sector. We are feeling very satisfied with his work.’

Key clients

CVC Capital Partners

Permira Advisors Limited

Goldman Sachs

Japan Bank for International Cooperation

BOC Aviation Limited

Sumitomo Mitsui Banking Corporation (“SMBC”)

Nippon Export and Investment Insurance

Development Bank of Japan Inc.

MUFG Bank

Mizuho Bank

Sumitomo Mitsui Trust Bank

Mitsubishi UFJ Trust and Banking Corporation

Shinsei Bank, Limited

NEC Capital Solutions Limited

Citibank, N.A. (including the Tokyo branch)

VINCI Airports

LIXIL Corporation

Work highlights

  • Advised JBIC on the guarantee in respect of the financing by commercial financial institutions to ANA Holdings Inc. and Japan Airlines Co., Ltd.
  • Advised JBIC in connection with a facility agreement with Banco Nacional de Comercio Exterior, S.N.C., Institución de Banca de Desarrollo.
  • Advised JBIC in connection with a facility agreement with Mitsubishi Motors Philippines Corporation and PT Mitsubishi Motors Krama Yudha Indonesia.

White & Case LLP - White & Case Law Offices (Registered Association)

White & Case LLP – White & Case Law Offices (Registered Association) offers a premier banking and finance practice that routinely handles high-profile financing transactions in Japan. Expertise within the team spans matters including acquisition and leveraged financings, asset finance, structured financings, insolvency and restructurings, and regulatory issues. Led by Zenya Onishi, the team acted for Starwood Capital Group tender offer for Invesco Office J-REIT Inc – a first-ever tender offer that aimed to take private a listed REIT. Clara Shirota, who joined the team from Clifford Chance, has bolstered the firm’s sponsor-side practice. The team also has a significant energy and natural resources financing practice.

Practice head(s):

Zenya Onishi

Other key lawyers:

Clara Shirota

Testimonials

‘White & Case is one of the leading law firm in Japan specialized in aircraft finance and the firm has a strong legal team with proficient expertise and experience with competitive pricing to provide various legal services related to aviation finance.’

‘Mr. Zenya Onishi and Ms. Clara Shirota have extensive knowledge and experience in cross-border acquisition finance.’

Key clients

CVC Capital Partners

Sumitomo Mitsui Banking Corporation

MUFG Bank

Mizuho Bank

Nomura Capital Investment Co.

Aozora Bank

Japan Bank for International Cooperation

Starwood Capital Group

Work highlights

  • Representing MUFG Bank, SMBC, Mizuho Bank and Sumitomo Mitsui Trust Bank in connection with the funding of the tender offer for the acquisition of Hitachi Metals Ltd. by a consortium led by global private equity firm Bain Capital, a deal that is reportedly valued at approximately ¥817 billion (US$7.5 billion).
  • Representing Starwood Capital Group, a global private investment firm focused on real estate and energy infrastructure investments, on the tender offer for Invesco Office J-REIT, Inc., a listed J-REIT in Japan.
  • Representing CVC Capital Partners, the leading Luxembourg and UK-based private equity and investment advisory firm with circa US$111 billion in secured commitments, in connection with the financing for the proposed acquisition of Shiseido Co.’s shampoo and affordable skincare business for JPY 150 billion to JPY 200 billion (circa US$1.45 billion to US$1.9 billion).

Ashurst

Well known for its complex cross-border project finance work and sector specialist advice, Ashurst’s banking and finance practice offers bespoke financing and restructurings for Japanese clients or matters involving Japanese law, backed up by expertise in its global network. Strong in the power and renewables sector, the firm acts for trading houses, multilateral financial institutions, export credit agencies, and commercial banks under the joint leadership of Kensuke Inoue and David Wadham. Wadham is the firm’s utilities practice global head and focusses on power and infrastructure finance and development. Dual-qualified (California and Dai-ichi Tokyo Bar) Inoue is an overseas loans and restructuring expert. David McCormick is key name at non-partner level.

Practice head(s):

Kensuke Inoue; David Wadham

Other key lawyers:

David McCormick

Key clients

Japan Bank for International Cooperation (JBIC)

The Export-Import Bank of Korea (K-EXIM)

Nippon Export and Investment Insurance (NEXI)

Sumitomo Mitsui Banking Corporation (SMBC)

Mizuho Bank

MUFG

Mitsubishi Corporation

Chubu Electric Power Co.,Inc.

Marubeni Corporation

World Bank / International Finance Corporation (IFC)

Work highlights

  • Advising Japan Bank for International Cooperation (JBIC), The Export-Import Bank of Korea (K-EXIM), Nippon Export and Investment Insurance (NEXI) and commercial lenders comprising SMBC, Mizuho, MUFG, SMTB and BOC in relation to the funding of the 1.2GW Vung Ang II thermal power project in Vietnam.
  • Advised the export credit agency and commercial lenders in connection with the successful bid by Diamond Transmission Partners (Mitsubishi) and Chubu Electric to acquire and finance the Hornsea offshore transmission project in the UK.
  • Advised the Consortium of FCC Aqualia S.A. (Aqualia), Hajii Abdullah Alireza & Company LLC (HAACO) and Alfanar  sponsor consortium in connection with its bid to develop, design, finance, procure, construct, commission, operate and maintain the Jubail 3B IWP in Saudi Arabia.

Milbank

Milbank’s Japan-based banking and finance practice is trusted by international banks and financial institutions on complex, cross-border, high-value transactions. Instructed on a number of project financing matters worth billions, the team maintains longstanding relationships with well-known domestic and international clients such as JBIC, BNP Paribas, Societe Generale, and KEXIM. Notable for its asset finance skills in the oil and gas sector, the team is led by Aled Davies, trusted adviser to many financial institutions. Syndicated lending and complex financing mandates in the projects and energy space are a specialism for the team, with Andrew Pendleton a key name to note.

Practice head(s):

Aled Davies

Other key lawyers:

Andrew Pendleton

Testimonials

‘Best in class team in Japan for project financing.’

‘The team considers not only specific legal issue but provides the legal advice with well consideration of background, and provides to-the-point advice with well understanding of the client’s real needs.’

Key clients

Japan Bank for International Cooperation

The Bank of Tokyo Mitsubishi UFJ

Nippon Export and Investment Insurance

Sumitomo Mitsui Banking Corporation

Mizuho

BNPP (BNP Paribas)

CACIB

ING

Société Générale

AfDB

BPI France

EDC (Export Development Canada)

EIB (European Investment Bank)

Export-Import Bank of China

Industrial and Commercial Bank of China

Korea Eximbank

Work highlights

  • Advised JBIC, MUFG Bank Ltd., Sumitomo Mitsui Banking Corporation, Mizuho Bank, Ltd. Société General, Clifford Capital Pte. Ltd., Standard Chartered Bank, BNP Paribas and NEXI in connection with the project financing for the development of FPSO Anita Garibaldi MV33 to be deployed offshore Brazil in the Marlim Field in the Santos Basin with Petrobras as the Charterer.
  • Advising JBIC in relation to the preparation of the financing aspect of the proposals in response to an RfP for the development and operation of a high voltage direct current subsea transmission system in the UAE (issued by Abu Dhabi National Oil Company and Abu Dhabi National Energy Company PJSC.
  • Advised the Export-Import Bank of China (“CEXIM”) in connection with the financing provided to the Ministry of Finance of the Republic of Guinea (“MOF”) for the development of the 450 MW Souapiti Hydropower Plant and the restructuring of the Kaleta Hydropower Plant totalling $2.3 billion.

Norton Rose Fulbright

The banking and finance group at Norton Rose Fulbright has a strong asset and project finance practice for a number of long-standing banking and financial institution clients. The team also maintains an equally strong corporate finance practice and is regularly instructed in relation to restructuring transactions as a result of the current market conditions. Led by George Gibson, the Tokyo office is esteemed for its shipping expertise, and well regarded within the energy, infrastructure, telecomms, and technology sectors. Gibson’s expertise ranges through development to disposal of infrastructure and energy-related projects. Paul Coggins specialises in ship financing and advises on all aspects of commercial shipping agreements.

Practice head(s):

George Gibson

Other key lawyers:

Paul Coggins

Testimonials

‘It is difficult for an international firm to succeed in the Japanese financial legal market, but NRF’s Tokyo office is one of a limited number of firms that can properly represent Japanese clients in cross-border financial transactions.’

‘Mr. Paul Coggins, a partner of NRF Tokyo, is very reliable and respobsible. He is very quick to respond and give us the advice we need when we need it.’

‘I have been working with NRF Tokyo since 2013. Two reasons: 1. Japanese legal advice and expertise, especially on Japanese ECAs (JBIC/NEXI) led by strong figure (ex-Partner J. Gibbs and current Partner Paul Coggins) and 2. Track record on international maritime cases.’

‘My impression of the firm’s performance is always superb and consistent across geographies. Their Tokyo Office has one of best maritime law firm, esp. their local Japanese Associates and Paralegals are best.’

‘Paul Coggins, Partner of NRF Tokyo. He is a very solid, unbiased individual and is a good representative of Tokyo maritime practice.’

‘Tetsutaro Kubo, Associate. He is a recent joiner but I have a very strong remarks of him. I would commend him as Rookies-of-the-Year for Japan practice. ’

Key clients

BNP Paribas

ING Bank

Japan Bank for International Cooperation (JBIC)

JERA

Mitsubishi Corporation

Mitsui & Co., Ltd.

Mitsui O.S.K. Lines, Ltd.

Mizuho Bank

MUFG Bank

Mitsubishi UFJ Lease & Finance Co. Ltd.

Nippon Export and Investment Insurance (NEXI)

Nippon Yusen Kabushiki Kaisha (NYK)

ORIX Corporation

Sumitomo Mitsui Banking Corporation

Tiger Group Investments

Tokyo Gas Co., Ltd.

Tokyo Century Corporation

Work highlights

  • Advised the Japan Bank for International Cooperation (JBIC), Mizuho Bank, Ltd, Sumitomo Mitsui Banking Corporation, Sumitomo Mitsui Trust Bank, Limited, BNP Paribas Fortis SA/NV and Standard Chartered Bank on the financing for the approximately USD957 million financing of the Fujairah F3 Independent Power Producer (IPP) project in the United Arab Emirates (UAE).

Ropes & Gray LLP

Ropes & Gray LLP is predominant in the leveraged finance field, and its banking and finance practice offers a highly rated service to its private equity clients on its acquisitions and financing matters. Co-ed by Tsuyoshi Imai and Ben Morris, the team has a strong sponsor and limited partner practice across the TMT, asset management and life science industries. Imai advises global sponsors on LBOs, senior and mezzanine loans, and refinancing transactions in complex PE deals while Morris is also a key counsel for Bain Capital and its portfolio companies.

Practice head(s):

Tsuyoshi Imai; Ben Morris

Key clients

Bain Capital

Baring Private Equity Asia

Kioxia Holdings Corporation (formerly Toshiba Memory Holdings Corporation)

Nissan Motor Corporation

Ooedo Onsen Monogatari Hotels & Resorts

ADK Holdings

Yukiguni Maitake Co.

Showa Aircraft Industry Co.

Showa Aircraft Urban Development Co.

Nichiigakkan Co.

Kirindo Holdings Co.

Works Human Intelligence

Bain Capital

Baring Private Equity Asia

Kioxia Holdings Corporation (formerly Toshiba Memory Holdings Corporation)

Nissan Motor Corporation

Ooedo Onsen Monogatari Hotels & Resorts

ADK Holdings

Yukiguni Maitake Co.

Showa Aircraft Industry Co.

Showa Aircraft Urban Development Co.

Nichiigakkan Co.

Kirindo Holdings Co.

Works Human Intelligence

K&L Gates

K&L Gates’s is best known for its specialist asset financing practice in the aviation, shipping, rail, real estate, container and telecoms equipment industries. Regularly instructed by Japanese and foreign banks, leasing companies and trading houses, the team advises on cross-border financing deals, mezzanine loans, and security arrangements. Led by aircraft finance expert Robert Melson, the team has a wealth of experience in JOL/JOLCO structures, with Sebastian Smith supporting this in this area. Takahiro Kawaguchi and counsel Eiko Grieger are also names of note.

Practice head(s):

Robert E. Melson

Other key lawyers:

Sebastian Smith; Takahiro Kawaguchi; Neil Campbell; Eiko Grieger

Key clients

Fuji Trading Co., Ltd.

JP Lease Products & Services Co., Ltd.

Work highlights

  • Acted on the negotiated repossession of an Airbus A330 aircraft from Air Asia X and then advised on the subsequent structuring of the naked aircraft along with the freighter conversion.

King & Spalding

King & Spalding‘s tokyo banking and finance offering is led by Mark Davies, who has worked on project finance and banking transactions for 18 years. Aaron Lee and Jonathan Wang are key members of the team.

Practice head(s):

Mark Davies

Other key lawyers:

Aaron Lee; Jonathan Wang

Key clients

Japan Bank for International Cooperation

Japan International Cooperation Agency (JICA)

Korea Electric Power Corporation (“KEPCO”)

Keppel Capital Pte. Ltd.

Mitsui O.S.K. Lines, Ltd.

Marubeni Corporation

MODEC, Inc.

Mitsui & Co., Ltd.

Malakoff International Limited

MUFG Bank, Ltd.

Mizuho Bank, Ltd.

Sumitomo Mitsui Banking Corporation

Linklaters

Linklaters Japan banking and finance practice advises corporates and lenders across a variety of loan transactions and financing in energy, technology, and infrastructure. John Maxwell and Hirofumi Taba are key members of the team.

Morrison Foerster

Morrison Foerster’s banking and finance practice offers clients integrated multi-jurisdictional advice on financial sector regulatory matters, acquisition, project, and real estate finance, and derivatives transactions. Led by Akihiro Wani, the team has deep industry experience across the technology, consumer/retail, life sciences, and energy industries. Wani has 30 years of experience in capital markets and acts for major domestic financial institutions on regulatory matters and derivatives transactions. Also of note within the team is Keiko Yamazaki.

Practice head(s):

Akihiro Wani

Other key lawyers:

Keiko Yamazaki; Dale Caldwell; Yuhki Asano

Testimonials

’The team has plenty of the legal skills and knowledge which the clients in the banking and finance sector require.’

‘One of the team’s strengths is the global network. It always provides the news and information about the recent legal developments on the global basis, which have a significant impact on the banking and finance business.’

Key clients

CLS Bank International

Financial Services Agency of Japan

Work highlights

  • Advised on updating a Japanese law opinion on the enforceability of trade terms and conditions of CLS Bank International.
  • Advised the FSA as a Financial Services Monitor in regard to the opinions submitted by the general public to the FSA on their policy and related practices.

Mayer Brown GJBJ

Mayer Brown‘s Japanese banking and finance practice has a strong focus in the power, energy and natural resource sectors. Rupert Burrows and Shri Maski co-lead the team, which is regularly instructed by Japanese sponsors, lenders, and public authorities. A key client for the team is export credit agency NEXI, advising on significant projects whilst also maintaining strong vessel financing capabilities.

Practice head(s):

Rupert Burrows; Shri Maski

Key clients

Sumitomo Metal Mining Co., Ltd

Sumitomo Corporation

Nippon Export and Investment Insurance (NEXI)

Work highlights

  • Advised NEXI (through a dedicated secondment) on all aspects of the financing of FPSO Altamirante Barroso MV32, which will be the fifth FPSO to be deployed in the Buzios field in Brazil.
  • Advised NEXI (through a dedicated secondment) on all aspects of the financing of the 1,200MW ultra supercritical coal-fired power project in Vung Ang district, Ha Tinh province in central Vietnam.
  • Advising NEXI (through a dedicated secondment) on various aspects of export credit loans made to TeraSea Pte. Ltd., Singapore for the purchase of two ocean towing/salvage tugs built by Universal Shipbuilding Corporation, Japan at its Keihin Shipyard

Paul Hastings LLP

The banking and finance team at Paul Hastings LLP is led by Toshiyuki Arai, and typically handles multi-jurisdictional mandates covering regulatory implications, transactions, payment systems, and new product development. The practice collaborates across the firm’s global network, often with the Hong Kong and Seoul offices and advises financial institutions such as Sumitomo Mitsui Trust Bank, JCB, and its subsidiaries.

Practice head(s):

Toshiyuki Arai

Shearman & Sterling

Etienne Gelencsér leads on acquisition, project and structured finance matters for Shearman & Sterling, representing financial institutions and corporate clients. Notable clients include JBIC, Mizuho Corporate Bank, Development Bank of Japan, SMBC and Bank of Tokyo-Mitsubishi-UFJ.

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP operates an Asia-wide banking and finance practice led by Hong Kong-based Makiko Harunari. The firm advises on acquisition, real-estate, and other complex financing for private equity and corporate borrowers. Harunari has over a decade of complex Japan-focused and cross-border financing mandates, and also heads the firm’s wider Asia banking and credit practice.

Practice head(s):

Makiko Harunari

Testimonials

‘Ms. Harunari is a global LBO lawyer with the ability to read and write in Japanese, which makes her distinguished from other lawyers.’

‘STB Banking and Finance team has extensive experience and knowledge in leveraged finance, representing key global PE firms. The team can provide global service as well as local service by Asia/Japan team.’

Key clients

KKR & Co. Inc.

Marelli Corporation

PHC Holdings Corporation

SoftBank

The Blackstone Group

Work highlights

  • Advised KKR and Rakuten in financing related to their ¥172.5 billion acquisition of a controlling stake in Seiyu.
  • Advised SoftBank in its ¥500 billion (US$4.5 billion) margin loan.
  • Advised Blackstone in financing related to its acquisition Takeda Consumer Healthcare Company.

Squire Gaikokuho Kyodo Jigyo Horitsu Jimusho

Squire Gaikokuho Kyodo Jigyo Horitsu Jimusho ’ aircraft finance practice assists clients with complex leases and transactions, including sale-leasebacks, leveraged transactions, JOLCOs and JOLs. Led by Hisao Hirose , the Tokyo team has a combined practice experience of over 80 years, and are trusted by a client roster of Japanese leasing companies, major banks and investors, major airlines and LCCs. Asuka Fujita is also of note.

Practice head(s):

Hisao Hirose

Testimonials

‘SPB Tokyo is one of the leading law firms in Japan specialized in aircraft finance and the firm has strong legal team with proficient expertise, and experience with competitive pricing to provide various legal services related to aviation finance.’

Key clients

Fuyo General Lease Co., Ltd.

ANA Holdings Inc. and All Nippon Airways Co., Ltd.

Peach Aviation Limited

Mizuho Leasing Co., Ltd.

Sumitomo Mitsui Banking Corporation

Nippon Cargo Airlines Co., Ltd.

MUFG Bank, Ltd.

Mitsubishi HC Capital Inc. (formerly Mitsubishi UFJ Lease & Finance Co., Ltd.)

ORIX Corporation

Itochu Corporation

Mizuho Financial Group, Inc. and Mizuho Bank, Ltd.

Sumitomo Mitsui Trust Bank, Limited

Shinsei Bank, Limited

Work highlights

  • Represented Fuyo in its operating leases in connection with default of various lessees caused by the COVID-19 pandemic.
  • Represented Japanese airlines ANA, Peach and Vanilla in their operating leases, including new leases and novation of leases.
  • Represented Japanese airlines ANA, Peach and Vanilla in their operating leases, including new leases and novation of leases.