Morrison & Foerster : Practices : Practices Areas : Finance : Overview

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Finance

Overview

Attorneys & Professionals

Morrison & Foerster’s Tokyo office offers clients one of the largest and most comprehensive finance practices of any international law firm in Japan, with substantial experience in handling a wide array of domestic and international financial transactions and a particular focus on bank finance and bank regulatory matters, project finance and real estate.

Together with Ito & Mitomi, our joint enterprise partner, Morrison & Foerster’s Tokyo Finance Group consists of over 20 lawyers, including nine partners and ten Japan-qualified lawyers. We are able to advise clients under U.S., Japanese and English law, and can provide “one stop” integrated services to clients on sophisticated cross-border financial transactions. More than half of our Finance Group is proficient in both English and Japanese, and our team is able to staff any client engagement with both Japanese- and English-speaking attorneys. We are also capable of drafting complex financing documentation in either language.

Our Finance Group is able to leverage the scope and breadth of Morrison & Foerster’s 75-attorney Tokyo office, the largest international law office in Tokyo, as well as attorneys based in Morrison & Foerster’s offices located in other major financial centers throughout Asia, the U.S. and Europe.

Our Finance Group’s clients in Tokyo include many of Japan’s most substantial and active lending institutions such as Mizuho Corporate Bank, UFJ, Shinsei Bank, Japan Bank for International Cooperation (JBIC), Development Bank of Japan, Nikko Citigroup, Merrill Lynch, CSFB and Hypo Real Estate. The Group also acts for many of Japan’s most active investors, opportunity funds, project developers and construction contractors such as AMB, daVinci Advisors, GE Real Estate Corporation, Nomura Real Estate Development Co., Deka Immobilien Investment, Rockpoint Group, Marubeni Corporation and Mitsui & Co.

The following pages identify recent transactions that our Finance Group has handled. For further information about the Group or Morrison & Foerster’s practice in Japan in general, please contact Ken Siegel, Managing Partner of the Tokyo office, at +81 3 3214-6522 or ksiegel@mofo.com.

General Finance and Regulatory Matters

The Finance Group represents lenders and borrowers in virtually every type of financing transaction, including working capital and revolving credit loans, term and convertible term facilities, asset-based lending facilities, letter-of-credit facilities, acquisition and LBO financings, and leveraged lease and other equipment, vendor and trade financing programs. In addition, the cyclical nature of Japan’s economy has resulted in the Finance Group handling major workout and restructuring projects. We also have significant experience in advising clients on a wide variety of U.S. banking and securities law regulatory restrictions.

Some of the financings, workouts, and regulatory matters that we have handled in the last year include the following:

Represented the agent, lead lender and arranger in connection with a $210 million syndicated LBO financing relating to the acquisition of companies located in the U.S. and Japan, including the extension of ongoing revolving and letter of credit facilities to multiple borrowers.
Represented Yahoo Japan in its ¥5.7 billion ($52 million) mezzanine loan to a Cayman special purpose company, BB Modem Rental PLC, formed by SOFTBANK in connection with the securitization of a portfolio of ADSL modems and modem rental agreements.
Represented the lessee and the guarantor in the restructuring of approximately $1 billion in leveraged lease financings for semiconductor fabrication facilities.
Represented various lenders in connection with $300 million secured credit facilities provided for the acquisition of manufacturing lines for semiconductors, flat panel displays, and other high-end consumer electronics.
Represented the borrower in connection with a $150 million loan secured by manufacturing facilities in Japan, and the same company as guarantor of an additional $200 million in loans for the financing of overseas facilities.
Represented a non-Japanese financial investor with respect to its participation in a consortium submitting a bid to the Industrial Revitalization Corporation of Japan in relation to the revitalization of a Japanese housing-sector company.
Advised a Japanese financial institution on the U.S. bank regulatory aspects of its acquisition of an interest in a Japanese entity that has U.S. subsidiaries engaged in non-banking activities.
Advised a Japanese commercial bank on the U.S. securities law aspects of its program to sell outside Japan shares it holds in other Japanese companies.

Real Estate

The Finance Group offers a leading real estate team in Tokyo that represents lenders, borrowers, opportunity funds and other investors in a wide range of finance, joint venture, acquisition and development transactions. It is also one of the few groups that has been active in the formation of, and offering of interests in, J-REITs.

Transactions handled by the real estate team over the last year include:

Represented a joint venture between two opportunity funds in their ¥23.75 billion ($215.9 million) acquisition and tokutei mokuteki kaisha (TMK) financing of a property in Tokyo, which will be redeveloped into a 23 story mixed-use building to include office and retail space.
Represented an international investment bank in providing a ¥40 billion ($363.6 million) secured credit facility to a U.S. based non-bank financial institution to fund its lending activities in Japan.
Represented an international opportunity fund in a ¥5 billion ($45.5 million) TMK restructuring and refinancing of several commercial properties located in Japan.
Represented an international opportunity fund in its ¥5.5 billion ($50 million) acquisition and TMK financing of a commercial property in Tokyo.
Represented a U.S.-based investment bank in a $325 million credit facility extended to a global opportunity fund and secured by multiple performing and non-performing assets located in Japan.
Represented an institutional lender in providing ¥4.7 billion ($42.7 million) in acquisition financing in connection with the acquisition of 3 residential buildings located in Japan.
Represented an institutional lender in providing ¥7 billion ($63.6 million) in construction financing for a Tokyo development project.
Represented a German open-ended property fund in a range of TMK investments in Japan.
Represented an institutional lender in a non-recourse loan extended to a Japanese residential developer and secured by residential properties located in Japan.
Represented a Japanese real estate investment company in the acquisition of a number of commercial properties located in central Tokyo.
Represented a Japanese regional bank in the transfer of its real estate assets to a newly established subsidiary in the form of a contribution in kind.

Project Finance

The Finance Group is recognized as having one of the leading project teams in Tokyo. The team represents sponsors, lenders and construction contractors in greenfield development projects and M&A transactions. The Tokyo team is led by three partners and operates globally across industry sectors but is particularly focused on power, oil & gas, infrastructure development and transportation projects.

Recent transactions include:

Beijing Olympics. Representing the Beijing Organizing Committee for the Games of the XXIX Olympiad in connection with the development of numerous Olympic venues, including the National Stadium, the National Gymnasium, the Olympic Village and the Convention Center/International Broadcasting Center.
Valladolid III Power Project. Representing a consortium consisting of Mitsui & Co., Chubu Electric and Calpine Corporation in connection with the development of the Valladolid III gas-fired combined cycle power plant, located in Yucatan, Mexico.
South Korean Wind Farm Project. Represented a Japanese corporation in connection with the development and financing of the North Kyongsang Wind Farm project in South Korea.
KEPCO Ilijan Power Project. Represented Japan Bank for International Cooperation as lead lender and BNP Paribas as administrative agent in connection with the financing of the Ilijan Power Project, a 1251MW gas-fired combined cycle power plant in the Philippines.
Taiwan High Speed Rail Project. Represented a consortium consisting of Mitsui & Co., Mitsubishi Heavy Industries, Toshiba, Mitsubishi Corp., Sumitomo Corp., Marubeni, and Kawasaki Heavy Industries as equity participant and supplier of the Trainsets and the Trackworks for the $16 billion Taiwan High Speed Rail Project.
Australian Smelter Project. Representing a Japanese corporation in connection with the proposed restructuring and sale of a copper smelting plant in Australia.
Baku-Tbilisi-Ceyhan Pipeline Project. Representing a Japanese corporation in connection with the acquisition of an equity interest in the project company developing the $3 billion Baku-Tbilisi-Ceyhan pipeline project, and in connection with the continuing development and financing of the BTC Pipeline Project.
Cross-Border Aircraft Transaction. Represented a Japanese trading company in a purchase, lease, and sale transaction with respect to a custom-designed aircraft where the aircraft will be purchased and refitted by third parties abroad, imported to Japan, and sold to a public-sector entity.