Capital markets: Independent local firms in Japan

Anderson Mori & Tomotsune

Anderson Mori & Tomotsune is experienced in the cross-border aspects of debt and equity capital markets transactions, both inbound and outbound. As well as its representation of J-REITs, the firm has expertise in structured finance and securitisation, with a particular specialism in renewable energy projects. Active in this area is Hironori Shibata, who is known for acting in corporate matters, international finance, and cross-border M&A transactions, with an emphasis on international capital market and public offering. Also notable in the team is Harume Nakano, who focuses on asset management and investment funds, real estate investment trusts (REITs) and financial regulation.

Other key lawyers:

Hironori Shibata; Harume Nakano

Testimonials

‘One of the go-to firms in Japan for capital markets and M&A matters’

‘The lawyers are always reliable and responsive’

‘Good quality for money’

‘Kazuhiro Yoshii is courteous, pleasant, knowledgeable and responsive’

Takuo Hirose is responsive and knowledgeable’

‘Hiroaki Takahashi has abundant experiences to close securitization transactions, covering various kinds of Asset-backed securities’

Key clients

COSMO ENERGY HOLDINGS COMPANY, LIMITED

SAPPORO HOLDINGS LIMITED

Work highlights

  • SAPPORO HOLDINGS LIMITED issued JPY 20,000,000,000 Zero Coupon Convertible Bonds due 2021. Acted as Japanese legal counsel to the issuer.
  • COSMO ENERGY HOLDINGS COMPANY, LIMITED (the “Issuer”) issued JPY 60,000,000,000 Zero Coupon Convertible Bonds due 2022. Acted as Japanese legal counsel to the issuer.

Mori Hamada & Matsumoto

Mori Hamada & Matsumoto advises domestic and international issuers and underwriters in complex securities offerings, including initial public offerings, global equity offerings, mutual funds offerings, and J-REIT formation and offerings. The firm also has experience in advising Japanese issuers’ listings on stock exchanges around the world. The securitisation practice is known for traditional asset-backed securities and inbound cross-border securitisation. Notable in the team is Katsumasa Suzuki, who specialises in M&A and Capital Markets. Capital markets specialist Katsuyuki Tainaka was promoted to partner in 2019.

Other key lawyers:

Katsumasa Suzuki; Katsuyuki Tainaka

Key clients

Goldman Sachs International and Goldman Sachs Japan Co., Ltd.

Merrill Lynch International

SoftBank Corp.

J.P. Morgan Securities plc

SMBC Nikko Capital Markets Limited and SMBC Nikko Securities Inc.

UBS Securities Japan Co., Ltd.

Morgan Stanley & Co. International Plc.

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

Nomura Securities Co., Ltd.

Citigroup Global Markets Japan Inc.

Work highlights

  • Acted as legal counsel to SMBC Nikko Securities Inc., Mizuho Securities Co., Ltd. and UBS Securities Japan Co., Ltd., the underwriters in ARTERIA Networks Corporation’s IPO.
  • Counsel to the issuer, SoftBank Corp. (SBKK), on Japanese law in relation to SBKK announcing its initial public offering of shares of its common stock in the Japanese and overseas markets, and the offering was successfully completed on December 19, 2018.
  • Played a leading role in helping the issuer, WORLD CO., LTD, to address issues arising from listing examinations, such as providing detailed explanations in conformity with TSE, as well as press releases related to the offering, the Securities Registration Statement and other relevant disclosure documents upon the Issuer’s request.
  • Acted as legal counsel to Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. the international managers and Japanese underwriters on Japanese law, in a global offering of the Issuer’s units.
  • Acted as legal counsel to SMBC Nikko Securities Inc., Nomura Securities Co., Ltd. and Citigroup Global Markets Japan Inc., the underwriters in the first ever global offering of Invesco Office J-REIT, Inc.

Nagashima Ohno & Tsunematsu

Nagashima Ohno & Tsunematsu is known for advising on global offerings by Japanese issuers of equity and debt securities, global and domestic IPOs, Japanese offerings by foreign issuers, and J-RIET transactions. The firm also has a strong securitisation team that is particularly experienced in complex and innovative transactions. Fumihide Sugimoto leads the practice that includes capital markets specialist Miyuki Ishiguro and Motohiro Yanagawa, who has expertise in structured finance and securitization. In recent highlights, the team acted for Sumitomo Mitsui Financial Group in the issuance of TLAC Compliant Senior Notes and advised Goldman Sachs International and J.P. Morgan Securities plc, as managers, in Altaba Inc.’s sale of its entire stake in Yahoo Japan Corp. to a number of overseas investors through Accelerated Bookbuilt Offering.

Practice head(s):

Fumihide Sugimoto

Other key lawyers:

Miyuki Ishiguro; Motohiro Yanagawa

Testimonials

‘Exceptional knowledge’

‘Quick response and reasonable fee’

‘Very satisfactory with services’

‘Motohiro Yanagawa is recommended’ 

Key clients

Mitsubishi UFJ Financial Group, Inc.

Mizuho Financial Group, Inc.

Sumitomo Mitsui Financial Group

Sumitomo Mitsui Trust Holdings, Inc.

Shinsei Bank, Limited

Goldman Sachs

Morgan Stanley

Bank of America Merrill Lynch

Nomura Securities Co., Ltd.

JP Morgan

Daiwa Securities Co. Ltd.

Development Bank of Japan

Work highlights

  • Japanese legal advisers to Mitsui Fudosan Co., Ltd. in the offering outside Japan  by the Company of its $300m 3.950% Senior Notes due 2029.
  • Acted for Mizuho Securities Co., Ltd. (“MHSC”) and Mizuho Securities USA Inc. (“MSUSA”) in an OSCAR US 2019-1 Crossborder ABS transaction backed by a pool of auto loan receivables originated by Orient Corporation.
  • Advised ARTERIA on networks corporation offering of 17.5m shares of Common Stock (Offering Price: JPY1,250 per share).
  • Issuer counsel to the offering of the  Japanese Yen Bonds – Eighth Series (2019), Republic of Indonesia Japanese Yen Bonds – Ninth Series (2019), Republic of Indonesia Japanese Yen Bonds – Tenth Series (2019), Republic of Indonesia Japanese Yen Bonds – Eleventh Series (2019), Republic of Indonesia Japanese Yen Bonds – Twelfth Series (2019) and Republic of Indonesia Japanese Yen Bonds – Thirteenth Series (2019).
  • Advised Japan Bank for International Cooperation on the issue of $2bn principal amount of the 3.375% Guaranteed Bonds Due October 31, 2023, and $1bn principal amount of the 3.500% Guaranteed Bonds Due October 31, 2028.

Nishimura & Asahi

Covering a full range of capital-market transactions, Nishimura & Asahi's experience includes debt, equity, hybrid securities, and J-REITs. In the securitisation market, the firm advises arrangers, originators, and trustors. Finance expert Masaru Ono co-leads the team with Kohei Koikawa, who has particular experience in equity and debt transactions. He led in acting as Japanese counsel for Mitsubishi UFJ Lease & Finance (MUL) in its global issuance and offering of USD bonds through a Rule 144A offering, the first Rule 144A offering by MUL.

Practice head(s):

Masaru Ono; Kohei Koikawa

Key clients

Takeda Pharmaceutical Company Limited

Morgan Stanley & Co. International plc

Mercari Inc.

LINE Corporation

Money Forward Inc.

SEVEN & I Holdings

Mitsubishi UFJ Lease & Finance

NIDEC Corporation

SBI Holdings, Inc.

Daiwa Securities Co. Ltd.

Work highlights

  • Acted as Japanese counsel for Takeda in its issuance of USD/EUR bonds to finance a portion of the funds necessary for the acquisition of Shire plc and to reduce their commitments under the 364-Day Bridge Credit Agreement entered into in connection with the acquisition on May 8, 2018.
  • Acted as Japanese counsel for Mercari, the issuer, in the first IPO by a unicorn company in Japan. Mercari’s IPO was priced at JPY3,000 (approx. $27) per share, at the top of an indicative range of JPY2,700-3,000, valuing it as Japan’s first and one of only two unicorns, at $3.7bn.
  • Acted as Japanese counsel to LINE Corporation, a company listed on the first section of the TSE and on the NYSE, in its offering and issuance of its first convertible bonds in the Euro market. Convertible bonds with identical terms were also issued to NAVER Corporation, a parent company, through a third-party allotment, in order to maintain its ownership in LINE above a certain level.
  • Acted as Japanese counsel for Money Forward in its first follow-on offering.  The offering was conducted outside Japan in reliance on Rule 144A and Regulation S.
  • Acted as Japanese counsel for SEVEN & I Holdings in its issuance and offering of its first USD global notes through a Rule 144A and Regulation S offering.

Atsumi & Sakai

Atsumi & Sakai is particularly known for securitisation and other structured finance, representing arrangers, investors, trust banks, and originators. The firm has experience in the securitisation of a range of assets including lease receivables, trade receivables, bank loan receivables, and corporate debt obligations, as well as handling securitisations of residential mortgage loans. The practice also advises globally major activist funds and hedge funds on their investments and transactions. Fumiko Oikawa advises major Japanese banks, leading securities firms, and other financial institutions on capital markets, structured finance, structuring, and documentation. She co-leads the team in Tokyo with Yuri Suzuki, who represents international investment banks, domestic financial institutions and global companies. Also notable is Naoki Kanehisa, who leads the practice in London and focuses on banking and capital markets, fintech, regulation of financial institutions and M&A.

Practice head(s):

Fumiko Oikawa; Yuri Suzuki; Naoki Kanehisa

TMI Associates

Specialising in new technology and cross-border advice, TMI Associates acts in a range of finance matters including project finance, securitisation, liquidation, REIT, insurance, and trusts. The firm’s international network gives it expertise advising on investment matters related to private equity funds, as well as providing advice regarding the financing of construction and redevelopment projects. Banking and capital markets specialist Yoshiyasu Yamaguchi leads a practice that was strengthened by the 2018 arrival from Baker McKenzie (Gaikokuho Joint Enterprise) of Hitoshi Sumiya, who has particular experience in J-REIT securitisation, acting primarily for Japanese clients. Also notable is Hiroyoshi Kuromaru, who is known for expertise in the Financial Instruments and Exchange Act and the Companies Act.

Practice head(s):

Yoshiyasu Yamaguchi

Other key lawyers:

Hitoshi Sumiya; Hiroyoshi Kuromaru

Key clients

Daiwa Securities Co., Ltd.

Mitsubishi UFJ Morgan Stanley Securities Co.

Mizuho Securities Co., Ltd.

Nomura Securities Co., Ltd.

SMBC Nikko Securities Inc.

Sumitomo Mitsui Banking Corporation

Crédit Agricole Securities

JPMorgan Securities Japan Co., Ltd.

Tokai Tokyo Securities Co., Ltd.

Universal Entertainment Corporation

Solasia Pharma K.K.

Work highlights

  • Advised the Joint-Lead Managers, Daiwa Securities Co. Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Mizuho Securities Co., Ltd., Nomura Securities Co., Ltd. and SMBC Nikko Securities Inc., on preparation and review of the Subscription Agreement including the Conditions of Bonds and relevant documents relating to the issue and public offering of Westpac Banking Corporation Japanese Yen Bonds – Twelfth Series (2018).
  • Advised the Bond Administrator, Sumitomo Mitsui Banking Corporation, on preparation and review of the Agreement with Bond Administrator and the Agency Agreement including the Conditions of Bonds and relevant documents relating to the issue and public offering of Crédit Agricole S.A. Japanese Yen Subordinated Bonds – Sixth Series (2018).
  • Advised the Joint-Lead Managers, Daiwa Securities Co. Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Mizuho Securities Co., Ltd. and SMBC Nikko Securities Inc., on preparation and review of the Subscription Agreement including the Conditions of Bonds and relevant documents relating to the issue and public offering of National Australia Bank Limited Japanese Yen Bonds – Fifteenth Series (2018) and National Australia Bank Limited Japanese Yen Bonds – Sixteenth Series (2018).
  • Advising the Joint-Lead Managers, BNP Paribas Securities (Japan) Limited, Daiwa Securities Co. Ltd., HSBC Securities (Japan) Limited, Tokyo Branch, Mizuho Securities Co., Ltd. and SMBC Nikko Securities Inc. , on preparation and review of the Subscription Agreement including the Conditions of Bonds and relevant documents relating to the issue and public offering of Malayan Banking Berhad Japanese Yen Bonds – Third Series (2019), Malayan Banking Berhad Japanese Yen Bonds – Fourth Series (2019) and Malayan Banking Berhad Japanese Yen Bonds – Fifth Series (2019).
  • Advised Universal Entertainment Corporation in the issuance of US$600m 8.5% Senior Notes due 2021 privately placed outside Japan.