Banking and finance: International firms and joint ventures in Japan

Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho

Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho ‘is top notch and at the forefront of recent trends and knows the banking and finance sector really well’. With extensive experience in acting for sponsors and lenders, including export credit agencies, multilateral development banks, and funds, the group is particularly known for its strong track record in handling large cross-border project finance transactions. Recently, the practice has been particularly active in the renewables, automotive, and infrastructure sectors. Managing partner Matthias Voss, who frequently advises on projects across the Asia Pacific and EMEA regions, overseas the team alongside Scott Neilson, whose expertise spans syndicated lending, acquisition finance and debt restructurings. Other key names are project finance expert Xue Wang and counsels Akira Takahashi, who is dual qualified in Japan and New York, and Hitomi Komachi, who focuses on renewable energy, infrastructure and oil and gas segments.

Practice head(s):

Matthias Voss; Scott Neilson

Other key lawyers:

Xue Wang; Hitomi Komachi; Akira Takahashi

Testimonials

‘The team is flexible and capable of dealing with local matters. The team knows the details of LMA and market practices.’

‘The person we worked was responsive and diligent.’

‘The A&O Tokyo team is top notch and at the forefront of recent trends and knows the banking and finance sector really well.’

Key clients

JBIC

JICA

NEXI

Mitsubishi Materials Corporation

EBRD

Ichthys LNG

Nigeria LNG Limited

UNOPS

JBIC

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 for the development of a waste-to-energy facility in Warsan, Dubai.
  • Acted for the project Sponsor, the Tolaram Group, on financing of a greenfield deep-sea port in Ibeju Lekki, Lagos, Nigeria.
  • Advising Mizuho, MUFG and SMBC International plc and a syndicate of 11 additional Asian investors, in connection with an English law governed  ¥27bn TONA-linked term loan credit agreement.

Baker McKenzie (Gaikokuho Joint Enterprise)

Baker McKenzie (Gaikokuho Joint Enterprise)‘s ‘very knowledgeable and responsive’ Tokyo team is noted for the breadth of its expertise, which spans securitisation, leveraged loans, bridge credit facilities and real estate finance. In addition to its strength in cross-border acquisition finance transactions, the group is often sought after by domestic and international banks and sponsor seeking advice on large renewable energy projects. Another core area of the practice is financial services regulation, often acting on complex regulatory matters, especially in the fintech and sustainable finance spaces. With extensive experience in inbound and domestic leveraged and acquisition finance, Shinichiro Kitamura leads the team, which includes Gavin Raftery, who focuses on securitisation, VC, financial services regulation and project finance, and Naoaki Eguchi, who is noted for his expertise in renewable energy projects. Also recommended are Masato Honma, Tsutomu Kobayashi and counsel Haruhiko Ogasawara.

Practice head(s):

Shinichiro Kitamura

Other key lawyers:

Gavin Raftery; Naoaki Eguchi; Masato Honma and Tsutomu Kobayashi; Haruhiko Ogasawara; Masabumi Tamagawa

Testimonials

‘The Baker’s banking and finance team in Tokyo is very knowledgeable and responsive. They have not let me down. Their answers are always reasoned and explained well.’

‘The individuals I work with are very knowledgeable and very responsive.’

‘Baker Tokyo office is uniquely positioned to server Japanese clients on cross-border deals because of its seamless service, commercial knowledge, resources and cost.’

Key clients

Mizuho Financial Group, Inc

Mitsubishi UFJ Financial Group, Inc

Sumitomo Mitsui Trust Bank

Shinsei Bank

Pacifico Energy KK

Japan Bank for International Cooperation (JBIC)

Daiwa Securities Group, Inc

Mitsubishi UFJ Trust and Banking Corporation

KKR

Air Trunk

Work highlights

  • Advised Mizuho Bank, Ltd, Sumitomo Mitsui Banking Corporation and MUFG Bank, Ltd, as mandated lead arrangers and senior lenders, on the financing of CVC’s acquisition of Shiseido’s personal care business.
  • Acted for KKR, a leading global investment firm, on its acquisition of Central Tank Terminal, a leading Japanese chemical storage tank operator from an affiliate of Macquarie Infrastructure and Real Assets.
  • Assisted AirTrunk with all aspects of the development and financing of its first data center project in Japan.

Clifford Chance

Clifford Chance is one of the port of calls for major international and domestic financial institutions, private equity sponsors, borrowers and corporates. The team’s expertise covers a wide range of financings, including syndicated lending, acquisition finance, leveraged facilities, and project finance. Acting as the sole legal adviser to the Asia Pacific Loan Market Association, the group has recently been busy with LIBOR transition matters. With specialised expertise in M&A, project and asset finance, Yusuke Abe leads the department, which includes Hans Menski, a key contact for finanncings of cross-border projects in the energy, infrastructure and oil and gas sectors. Another name to note is counsel Akihiko Takamatsu.

Practice head(s):

Yusuke Abe

Other key lawyers:

Akihiko Takamatsu; Hans Menski

Testimonials

‘Clifford Chance has provided superior advice and legal services support throughout the time I have worked with them. The firm’s client service is excellent.’

‘Yusuke Abe is a very capable, smart practitioner who is able to communicate complex information and advice clearly. In addition, the legal assistants at the firm are probably the best I have ever worked with.’

‘They are extremely capable, conscientious, detail oriented and very easy to work with. They are one of the main reasons I have consistently advocated within my company the value of our relationship with Clifford Chance Tokyo.’

‘Excellent time management with daily basis communication with the client. Swift responses to our inquiries.’ 

‘Akihiko Takamatsu is recommended for his deep knowledge of aviation finance and his strong management skills.’

‘They can assemble a team to accommodate to a specific deal in an effective manner, from the viewpoint of knowledge and expertise as well as cost effectiveness.’

‘In the context of JPY LIBOR transition to RFR, they are well aware of the market standard practice, based on which they provided adequate solutions.’

‘Akihiko Takamatsu understand our needs and provides good advice.’

Key clients

Japan Bank for International Corporation

Sumitomo Mitsui Banking Corporation

MUFG Bank, Ltd

Mizuho Bank

Work highlights

  • Advised JBIC in connection with a $3bn oil offtake financing for Abu Dhabi National Oil Company.

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

With ‘a strong track record in mid- and large-cap deals’, White & Case LLP - White & Case Law Offices (Registered Association) houses ‘a very strong and highly reputable finance team, which is recognised as ‘a go-to practice for multiple PE firms’ seeking advice on LBOs. Active on both lender and borrower-sides, the groups handles acquisition, leveraged and structured financings as well as restructurings and regulatory matters. Acting on high-profile cross-border transactions, including large buyouts and M&A financings, is Zenya Onishi, who overseas the practice. Clara Shirota, who is qualified in New York, Hong Kong and England, is a key contact for sponsor-side deals, often advising private equity houses and their portfolio companies.

Practice head(s):

Zenya Onishi

Other key lawyers:

Clara Shirota; Tomoyuki Susukida

Testimonials

‘White & Case Japan has a very strong and highly reputable finance team, with capabilities that include both financings in Japan and cross-border deals in the APAC region.’

‘Clara Shirota is a star partner, whose experience spans both Japan and the APAC markets. She is an excellent lawyer with a very deep understanding of commercial matters.’

‘Straightforward, swift responses, and satisfactory delivery. The team has strong expertise in LBO finance.’

‘Clara Shirota is a Tokyo partner that is, in my view, one of the leading partners in the Japanese market for private equity leveraged finance.’

‘The team has outstanding capabilities in working with large global PE firms, especially in large scale M&A transactions. The team has deep knowledge of negotiations with PE firms, which helps us greatly.’

‘Tomoyuki Susukida is the right-hand person of Zenya Onishi and gives us wide range support.’

‘The team gives us quick responses with high quality advice. It answers our demands correctly in addition to providing a professional service.’

‘The firm stands out in global deals. They are essential partners when it comes to deals with global PE funds.’

Key clients

Starwood Capital Group

CVC Capital Partners

MUFG Bank

Sumitomo Mitsui Banking Corporation

Mizuho Bank

PayPal Holdings

SK ecoplant

Work highlights

  • Advised Starwood Capital Group on its tender offer for Invesco Office J-REIT, Inc, a listed J-REIT in Japan, for ¥22,500 per investment unit, with an enterprise value of approximately $2.3bn.
  • Acted for CVC Capital Partners on the financing for the proposed acquisition of Shiseido Co.’s shampoo and affordable skincare business for an amount between ¥150bn an ¥200bn.
  • Advising MUFG Bank, SMBC, Mizuho Bank and Sumitomo Mitsui Trust Bank as part of a consortium led by Bain Capital in buying all the shares of Hitachi Metals Ltd for ¥817bn.

Ashurst

Ashurst‘s Tokyo office is particularly known for its strong expertise in complex cross-border project financing, especially transactions involving export credit agencies and the Japan Bank for International Cooperation (JBIC). Frequently acting on the sponsor- and lender-sides, the practice is noted for its track record in cross-border financings and restructurings. The group’s leadership is split between David Wadham, who focuses on projects in the energy and infrastructure sectors across the UK, Asia, and EMEA region; and JBIC loan expert Kensuke Inoue. Wadham and Inoue are supported by senior associate David McCormick.

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

  • Advised the lenders in relation to the funding of the 1.2GW Vung Ang II thermal power project in the Vung Ang Special Economic Zone, Vietnam.
  • Acted for the lenders on the due diligence process and contractual matters related to the Syrdarya CCGT Independent Power Producer (IPP) in Uzbekistan.
  • Assisted JBIC with its facilities to Toyota Industries Corporation Group, including advice on the general loan agreement and legal opinion matters.

Milbank

With a longstanding presence in Japan, Milbank‘s banking and finance is noted for its track record in handling large infrastructure and project finance transactions across the Americas, Asia and the EMEA region. Focusing on high-profile complex matters, the group typically acts for export credit agencies and major domestic and international financial institutions, including the Bank of Tokyo Mitsubishi UFJ, Mizuho Bank, BNP Paribas and the Industrial and Commercial Bank of China. With extensive experience in advising on complex asset and project finance transactions, Aled Davies overseas the team, which includes recently made partner Andrew Pendleton, who is noted for his expertise in the oil and gas and energy sectors, and associate Aaron Mundy.

Practice head(s):

Aled Davies

Other key lawyers:

Andrew Pendleton; Aaron Mundy; Dan Miyagishi

Testimonials

‘I highly appreciate its to-the-point and timely services.’

‘It understands the client’s business and needs.’

‘Main individuals are Aled Davis, Aaron Mundy and Dan Miyagishi. They are all good practitioners and know very well about the nature of projects and their business context.’ 

Key clients

Japan Bank for International Cooperation

The Bank of Tokyo Mitsubishi

Nippon Export and Investment Insurance

Mizuho Bank

BNPP (BNP Paribas)

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

Yinson Boronia Production

Crédit Agricole CIB

Sumitomo Corporation

Work highlights

  • Acted for the lenders on the comprehensive restructuring of financing and ownership arrangements for the $8.8bn Ambatony nickel cobalt mine in Madagascar.
  • Advised Yinson Holdings Berhad of Malaysia and Sumitomo Corporation of Japan as sponsors in connection with the development and financing of the Marlim 2 FPSO ‘Anna Nery’ to be deployed in the Campos Basin, off the coast of Rio de Janeiro.

Norton Rose Fulbright

Notable for its expertise in asset, vessel and project finance, Norton Rose Fulbright‘s Tokyo team is particularly active in the transport, energy, infrastructure and telecom segments. Another area of strength of the practice is corporate finance, including M&A financing, joint venture investments and IPOs. Acting for leading Japanese and international financial institutions, the group collaborates with firm’s network in the US, Europe and other parts of Asia to assist clients with complex cross-border matters. ‘Excellent partner’ George Gibson, who ‘has extensive experience in project finance deals’, heads up the department. Gibson works alongside Paul Coggins, who focuses on international shipping and offshore sectors.

Practice head(s):

George Gibson

Other key lawyers:

Paul Coggins; Tetsutaro Kubo; Andrew Clarke

Testimonials

‘In-depth market knowledge is important.’

‘George Gibson has extensive experience in project finance deals. Excellent partner who listens the client very well.’

‘Andrew Clarke is a good corporate lawyer. He has also extensive experience in M&A deals.’

‘Its strength lies particularly in its ability to support the smooth structuring, documentation, and execution of complex structured finance transactions.’

‘Paul Coggins is extremely smart, very responsive, and his advice is exquisite.’

‘I have been working with Norton Rose Fulbright Tokyo since 2013 because of its legal advice and expertise, especially on Japanese ECAs.’

‘Tetsutaro Kubo is a recent joiner but I highly recommend him. I would commend him as a rising start.’

Key clients

Sumitomo Mitsui Trust Bank, Limited

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

ITOCHU Corporation

Tokyo Gas Co., Ltd

Tokyo Century Corporation

Ropes & Gray LLP

Ropes & Gray LLP‘s Tokyo team is recognised for its notable strength in high-profile leveraged financing transactions, which makes it a popular choice for global private equity firms and their portfolio companies. The practice is particularly active in the telecom, asset management and life sciences industries and is jointly led by Tsuyoshi Imai and Ben Morris. With extensive experience in both M&A and private equity deals, Imai advises global sponsors on LBOs, senior and mezzanine loans, and refinancing transactions while Morris, who is highly regarded for his skill and expertise in LBO financing deals’, often handles acquisition financings and restructuring for portfolio companies.

Practice head(s):

Tsuyoshi Imai; Ben Morris

Testimonials

‘Ben Morris’s skill and expertise in LBO financing deals are excellent. He efficiently leads the transactions.’

Key clients

Bain Capital

Baring Private Equity Asia

Kioxia Holdings Corporation

Nissan Motor Corporation

Ooedo Onsen Monogatari Hotels & Resorts, Ltd

ADK Holdings, Inc

Kirindo Holdings Co., Ltd

Works Human Intelligence

Nichiigakkan Co., Ltd

Nihon Safety Co., Ltd

Work highlights

  • Advised Bain Capital on the financing package to support its competitive tender offer bid for all of the shares in the metals unit in Hitachi Metals, a global steel and magnet manufacturer.
  • Acted for Bain Capital on its acquisition of a 51% stake in Nihon Safety, a leading rental guarantee business in Japan.
  • Assisted Bain Capital with the financing to support its tender offer for all of the shares in Tri-Stage, Inc, a leading direct marketing business in Japan.

K&L Gates

K&L Gates stands out for its wealth of experience in handling asset finance transactions, with a focus on the real estate, shipping, aviation and telecom sectors. The group is frequently sought after by airlines, lessors, financiers and export credit agencies to advise on JOLCO structures, bridge facilities and secured and unsecured loans. Specialised in aircraft finance, Robert Melson overseas the group, which includes Sebastian Smith, who is recommended for financing and capital markets transactions in the aviation and shipping space, asset finance expert Takahiro Kawaguchi, and counsel Eiko Grieger, who is noted for his experience in cross-border leasing matters.

Practice head(s):

Robert Melson

Other key lawyers:

Sebastian Smith; Takahiro Kawaguchi; Eiko Grieger

Testimonials

‘K&L Gates is a well known law firm in our industry and is valued not only by us but also by our counterparty, which helps to smoothen negotiations.’

‘Its billing (performance against their charge and expenses) is great.’

‘Seamless coverage over different jurisdictions and different financial products.’

‘Robert Melson is excellent at coordinating global projects and delivering good solutions.’

Key clients

JP Lease Products & Services Co., Ltd

Financial Products Group

Work highlights

  • Advised FPG on the first ever financing of a Japanese Operating Lease (JOL) supported by Aircraft Finance Insurance  Consortium (AFIC), a non-payment insurance product designed by Marsh.
  • Assisted JP Lease Products & Services with the English, Japanese and Australian law aspects on the administration of Virgin Australia.
  • Acted for JP Lease Products & Services on the first ever “green” Japanese Operating Lease with Call Option (JOLCO).

Morrison Foerster

Morrison Foerster‘s integrated multi-jurisdictional service offers domestic and international sponsors and senior and mezzanine lenders specialised expertise in cross-border acquisition finance transactions. With deep sectorial experience in tech, retail, life sciences, energy and financial services, the group focuses on project finance, derivatives transactions, regulatory matters and acquisition finance. The team of US-qualified and Japanese bengoshi practitioners is led by Akihiro Wani, who excels in IPOs, financial regulations and derivatives. Wani works alongside Keiko Yamazaki, who is recommended for real estate and M&A finance.

Practice head(s):

Akihiro Wani

Other key lawyers:

Keiko Yamazaki; Yuichi Inase

Testimonials

‘This team is unique because of its impressively wide expertise, swift response, and diligence.’

‘It is highly capable of handling general banking and finance transactions, especially derivatives. Further, its in-depth expertise in the tech space greatly helps us to asses and mitigation the legal risks inherent in our present strategies.’

‘Akihiro Wani and Yuichi Inase are definitely stand out practitioners. We value their creativeness and innovativeness the most. They always impress us by making reasonable and realistic suggestions.’

‘By shedding light to the situation and facts from different angles, they always present viable options whenever we feel we are facing a deadlock or stumbling block.’

Key clients

CLS Bank International

Financial Services Agency of Japan

Work highlights

  • Advised CLS Bank International on the enforceability of its trade terms and conditions in connection with the settlement of international fund transfers, as well as on the permissible activities of its Tokyo representative office.
  • Assisted the Financial Services Agency of Japan with opinions submitted by the general public to the FSA on its policy and related practices.

Mayer Brown GJBJ

Focusing on the energy and natural resources and infrastructure sectors, Mayer Brown GJBJ‘s Tokyo team is prominent in the project finance space, where it frequently collaborates with the firm’s network in the UK, US and Singapore to advise Japanese sponsors, lenders and public authorities. With extensive experience in acting for export credit agencies, the group’s expertise spans syndicated lending, all types of secured and unsecured financing transactions, and vessel financing. The department is jointly led by managing partner Rupert Burrows, Shri Maski and former Haynes and Boone CDG, LLP practitioner Myles Mantle, who joined the firm in October 2021.

Practice head(s):

Rupert Burrows; Shri Maski; Myles Mantle

Key clients

NEXI

Work highlights

  • Advised Asian Development Bank (ADB), Export Finance Australia (EFA), and Japan International Cooperation Agency (JICA) on the project financing of the 144MW Lotus Wind Farm Project in Vietnam.
  • Assisted NEXI with 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.
  • Acted for NEXI on the approximately $1.6bn limited recourse financing of FPSO Sepetiba to be deployed at the Mero field in the Santos Basin, 180 kilometers offshore Rio de Janeiro.

Paul Hastings LLP

Under the leadership of Toshiyuki Arai, the Tokyo practice at Paul Hastings LLP works in close conjunction with the firm’s offices in Hong Kong, South Korea, Europe and the US to assist a roster of large banks and financial institutions with multi-jurisdictional transactions. Arai is supported by associates Yuko Kamo and Olga Belosludova, and the team’s strong relationship with the Financial Services Agency makes it well place to advise on regulatory and compliance matters.

Practice head(s):

Toshiyuki Arai

Other key lawyers:

Yuko Kamo; Olga Belosludova

Key clients

SMTC

SMBC

BTMU

Work highlights

  • Acted for Sumitomo Mitsui Trust Club Co., Ltd on a series of transactions involving Citi’s global corporate card issuance program in Japan.

Simpson Thacher & Bartlett LLP

With practitioners in Tokyo, Hong Kong and Beijing, Simpson Thacher & Bartlett LLP‘s banking and finance practice offers advice for private equity houses and corporate borrowers on complex high-profile financings, most notably LBOs and real estate finance transactions. From Hong Kong, Makiko Harunari heads up the team and covers a broad range of cross-border transactions, including the establishment of Japan-focused investment funds and back-leveraged financing.

Practice head(s):

Makiko Harunari

Key clients

KKR & Co. Inc

The Blackstone Group

Marelli Corporation

PHC Holdings Corporation

SoftBank

Work highlights

  • Assisted KKR with the financing to its announced tender offer to acquire Hitachi Transport System.
  • Acted for KKR on the financing its announced $2bn acquisition of Mitsubishi Corp.-UBS Realty.
  • Advised KKR on the financing its acquisitions of Yayoi and Central Tank Terminal.

Squire Gaikokuho Kyodo Jigyo Horitsu Jimusho

Squire Gaikokuho Kyodo Jigyo Horitsu Jimusho is renowned for its strong asset finance practice and its team of specialised practitioners, who handle the regulatory, corporate, tax and finance aspects of sales, purchases and leasing of aircrafts and vessels. The team’s expertise spans asset securitisation, sale-leasebacks, JOLCO transactions, cross-border leasing transactions, with its client list including banks, airlines, investors, and leasing companies. Leading the group is Hisao Hirose, who is noted for his expertise in structured finance transactions. Other key names include Asuka Fujita and Tomohiko Kamimura.

Practice head(s):

Hisao Hirose

Other key lawyers:

Asuka Fujita; Tomohiko Kamimura

Testimonials

‘Hisao Hirose performs greatly on our legal mandates.’

‘Correctly understands the client’s negotiation policy, from the preparation stage to the conclusion of the contract.’

Key clients

Fuyo General Lease Co., Ltd

ANA Holdings Inc

Peach Aviation Limited

Nippon Cargo Airlines Co., Ltd

Itochu Corporation

Mizuho Leasing Co., Ltd

ORIX Corporation

Sumitomo Mitsui Banking Corporation

Seaspan Corporation

Work highlights

  • Acted for Japanese airlines ANA and Peach on their operating leases, advising on 14 aircraft new lease transactions for ANA and 4 new lease transactions for Peach over the past year.
  • Represented Fuyo in its sale of three aircraft on lease to Japanese airlines.
  • Advised Nippon Cargo airlines (NCA) and its parent company Nippon Yusen Kaisha on the purchase of seven aircraft from financing lease companies.