Banking and finance: International firms and joint ventures in Japan

A&O Shearman

A&O Shearman’s banking and finance team in Tokyo offers broad expertise that covers acquisition/corporate finance, leveraged finance, microfinance and social investment, and restructuring matters, among others. The team is especially strong handling cross-border project finance mandates, recently advising the lenders in relation to a major iron ore ‘pellet feed’ production plant in Brazil. Energy transition specialists Matthias Voss and Scott Neilson jointly lead the group. Xue Wang, whose expertise also includes energy transition and green energy projects, regularly works with Chinese financial institutions, investors, and project sponsors. Hitomi Komachi is also a key contact with experience in the renewables, LNG, and mining spaces.

Responsables de la pratique:

Matthias Voss; Scott Neilson


Autres avocats clés:

Xue Wang; Hitomi Komachi


Principaux clients

Asia Development Bank (ADB)


Citibank N.A.


The Japan Bank for International Cooperation (JBIC)


Japan International Cooperation Agency (JICA)


NEOM


Mitsui


SACE S.p.A.,


Export-Import Bank of Korea (KEXIM)


Korea Trade Insurance Corporation (K-SURE)


Nippon Export and Investment Insurance (NEXI)


Bpifrance


Kansai Electric Power Company (KEPCO)


Chevron


Sojitz Corporation


Principaux dossiers


Baker McKenzie (Gaikokuho Joint Enterprise)

Baker McKenzie (Gaikokuho Joint Enterprise)’s comprehensive banking and finance service offering encompasses domestic and cross-border acquisition finance, project finance, structured finance, and real estate finance transactions, as well as regulatory matters, particularly those concerning fintech and sustainable finance. Recent highlights for the group include advising several banks in connection with the structuring and registration of the world’s first natively-issued digital cross-border repo transaction using stablecoins issued under Japanese regulations. With over two decades of international legal experience, practice head Shinichiro Kitamura is trusted by both lenders and borrowers, especially financial institutions, to advise on a broad range of matters. Gavin Raftery, co-managing partner of the firm’s Tokyo office, is noted particularly for his fintech and sustainable finance expertise. Kosuke Suzuki has considerable experience in project finance, including renewable energy and overseas infrastructure projects. Tsutomu Kobayashi left the firm in April 2024.

Responsables de la pratique:

Shinichiro Kitamura


Autres avocats clés:

Gavin Raftery; Kosuke Suzuki; Naoaki Eguchi; Pierre Chiasson; Shun Fukazawa; Mana Isobe


Les références

‘Shinichiro Kitamura is an outstanding and very experienced lawyer, with good communication and team building skills.’

‘Naoaki Eguchi is on top of renewables industry trends and a great advocate for renewables expansion in Japan. We regularly seek his views and advice on government policy in this area. Pierre Chiasson works with us closely on deal execution, including project financing.’

‘Kosuke Suzuki is a smart and sincere gentleman and offers professional and reasonable advice. Associates Shun Fukazawa and Mana Isobe respond quickly and accurately.’

Principaux clients

Air Trunk


DBS Bank


Japan Bank for International Cooperation (JBIC)


Mizuho Bank


MUFG Bank


Pacifico Energy K.K.


SBI Digital Asset Holdings Co., Ltd.


Sumitomo Mitsui Banking Corporation (SMBC)


Sumitomo Mitsui Trust Bank (SMTB)


UBS AG


Principaux dossiers


  • Advised JBIC on its participation (together with Export Finance Australia (EFA) and United States International Development Finance Corporation (DFC)) in the financing of Telstra’s acquisition of Digicel Pacific Limited (Digicel Pacific).
  • Advised DBS, UBS and SBI in connection with the structuring, documentation and registration of the world’s first natively-issued digital cross-border repo transaction.

Clifford Chance (Gaikokuho Kyodo Jigyo)

Clifford Chance (Gaikokuho Kyodo Jigyo)’s banking and finance practice in Tokyo advises a blue-chip client roster on a wide range of matters, including syndicated financings, bilateral and corporate loans, leveraged and acquisition finance, and project finance. Yusuke Abe’s broad expertise covers domestic and cross-border project, ECA, M&A, structured, and real estate finance as well as derivatives. Hans Menski specialises in the financing of projects in the energy, infrastructure, and natural resources spaces. Suguru Kimura is noted for his acquisition, ECA, and project finance experience as well as his financial regulatory expertise.

Responsables de la pratique:

Yusuke Abe


Autres avocats clés:

Hans Menski; Suguru Kimura


Les références

‘Clifford Chance has a diverse team that is able to deliver prompt, foolproof advice. Their speed and thoroughness are commendable and they demonstrate very good project management skills, never failing to remind the parties of the due dates. The team easily adapts, understands, and quickly returns with innovative ideas to resolve the issues of all parties.’

‘Clifford Chance is able to adapt, respond, and appropriately recommend innovative solutions quickly. The team understands all aspects of the deal, be it legal, financials, operations, and even ESG. The team carefully understands the needs of each lender. It is noteworthy that the CC team is able to infer, decide, and act on more important issues.’

‘They have a global network and a depth of knowledge.’

Principaux clients

Citibank, N.A.


Japan International Cooperation Agency


Sumitomo Mitsui Banking Corporation


Mizuho Bank, Ltd.


MUFG Bank, Ltd.


Standard Chartered Bank


Japan Bank for International Cooperation


HSBC Bank


Principaux dossiers


  • Advised the lenders (development finance institutions and commercial banks with ECA cover) on the development and financing of a 584MW gas-fired power plant in Bangladesh.
  • Advised JBIC in relation to the financing of a Turkish bank on the premise that the borrower sub-loans the facility for the costs of a Japanese Vessel.
  • Advised JBIC in relation to its loan to a Turkish joint venture of a Japanese steel manufacturing company (Toyo Kohan Co., Ltd.).

Milbank

Milbank’s banking and finance team in Tokyo has a particularly strong reputation for handling multijurisdictional project finance matters in the oil and gas, power, and infrastructure spaces. With major borrower and lender clients, including public finance institutions, ECAs, and Japanese financial institutions, the team is regularly involved in high-end mandates. Practice head Aled Davies regularly advises financial institutions, project sponsors, ECAs, and DFIs, among other clients, on project finance matters. Andrew Pendleton is also noted for his expertise in project finance, including project restructurings. Aaron Mundy has recently advised on major LNG and offshore wind project financings.

Responsables de la pratique:

Aled Davies


Autres avocats clés:

Andrew Pendleton; Aaron Mundy; Lewis Blundell


Les références

‘Andrew Pendleton and Aled Davies both stand out.’

‘Aled Davies is a legendary lawyer in the market, who has rich experience and knowledge as well as strong negotiation skills. Lewis Blundell is obvisouly a rising star in the firm and the market. Thanks to his experience as in-house lawyer in JBIC, he understands Japanese corporates/banks/ECAs’ needs, and how to satisfy such needs. This experience has evidently strengthened his communication and negotiation skills.’

‘Andrew Pendleton not only expresses objective legal opinions as a lawyer, but is also extremely good at solving problems, making legal proposals and coordinating solutions that overcome differences in opinion between lenders, sponsors, and local government officials. In addition, he responds very quickly to questions and inquiries.’

Principaux clients

EIB (European Investment Bank)


AfDB


Japan Bank for International Cooperation


Nippon Export and Investment Insurance


Korea Eximbank


Export-Import Bank of China (“CEXIM”)


EDC (Export Development Canada)


BPI France


Total Energies S.A


ExxonMobil


Santos


JX


The Bank of Tokyo Mitsubishi UFJ


Sumitomo Mitsui Banking Corporation


Mizuho Bank, Ltd.


BNPP (BNP Paribas)


Industrial and Commercial Bank of China


Principaux dossiers


  • Advising the sponsors, including Total, Exxon Mobil, Santos and JX, on the financing of the development of the LNG plant and associated infrastructure for the production of gas and condensate from the Elk and Antelope Fields in the State of Papua New Guinea.
  • Advised JBIC, Nippon Export and Investment Insurance and commercial lenders on the project financing of the Libra MV31 floating, production, storage and offloading vessel which will be deployed in the Mero Field in Brazil by a consortium led by Petrobas.

Norton Rose Fulbright

Norton Rose Fulbright’s banking and finance team in Tokyo stands out for its shipping and project finance expertise. Practice head George Gibson has over three decades of experience in the financing, acquisition, and disposal of infrastructure and energy-related projects. Paul Coggins leads the firm’s maritime practice, primarily advising commercial banks, ECAs, and sponsors on the financing of ships and offshore units. Akihiko Takamatsu’s varied practice covers asset finance, structured finance, and insolvency matters. Mai Tezuka is also noted for her aviation and maritime finance experience.

Responsables de la pratique:

George Gibson


Autres avocats clés:

Paul Coggins; Akihiko Takamatsu; Mai Tezuka


Les références

‘Paul Coggins is personable and reliable and has a wide range of knowledge.’

‘George Gibson is always reliable and provides us with lots of great advice with a strong sense of hospitality.’

‘The team offers expertise covering various fields.’

Principaux clients

Sumitomo Mitsui Trust Bank, Limited


Marubeni Corporation


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 HC Capital


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


Principaux dossiers


Ropes & Gray LLP

Ropes & Gray LLP’s finance team in Tokyo is noted particularly for its leveraged finance experience, which includes novel transactions involving incremental facilities and offshore-to-onshore financing structures. Tsuyoshi Imai specialises in leveraged buyouts, acquisitions, and corporate finance transactions. He leads the group alongside Ben Morris, who regularly works with private equity sponsors and their portfolio companies, asset managers, and other financial institutions in relation to domestic and cross-border leveraged acquisition finance transactions (including public-to-private transactions), margin loans, property finance, debt buy-backs, refinancings, and restructurings.

Responsables de la pratique:

Tsuyoshi Imai; Ben Morris


Les références

‘Ben Morris stands out for his good knowledge of financing transactions in Japan.’

‘R&G has good knowledge of US PE funds’ practice in Japan.’

Principaux clients

Bain Capital Private Equity


Bain Capital Credit


Baring Private Equity Asia


Kioxia Holdings Corporation


ADK Holdings, Inc.


Kirindo Holdings Co., Ltd.


Works Human Intelligence


Nichii Holdings Co., Ltd.


Nihon Safety Co., Ltd.


Proterial, Ltd.


Tri-Stage Inc.


MASH Holdings


EVIDENT CORPORATION


SYSTEM INFORMATION Co., Ltd.


Impact HD, Inc.


Principaux dossiers


  • Advised Bain Capital Private Equity in connection with the financing for its $3.2bn leveraged acquisition of Evident Corporation, a world-leading manufacturer of microscopes for life science and industrial applications.
  • Advised Bain Capital Private Equity in connection with the financing for its circa JPY 21 billion leveraged acquisition of SYSTEM INFORMATION, a leading player in Japan’s IT, software and consulting services market.
  • Advised Bain Capital Private Equity in connection with the financing for its circa JPY 33 billion leveraged acquisition of T&K Toka, a global player in the sale and manufacturing of various ink and printing products.

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

Praised for its ‘deep understanding of a wide range of financing matters’, White & Case LLP - White & Case Law Offices (Registered Association)’s debt finance team retains a strong foothold in the Japanese market. Practice head Clara Shirota‘s robust sponsor-side practice sees her advise private equity funds and their portfolio companies on a wide range of transactions, with a particular emphasis on leveraged and acquisition finance. Zenya Onishi’s areas of expertise include leveraged and acquisition finance as well as cross-border syndicated loans. Paul Harrison advises both lenders and sponsors on large-scale energy and infrastructure projects.

Responsables de la pratique:

Clara Shirota


Autres avocats clés:

Paul Harrison; Zenya Onishi


Les références

‘Zenya Onishi has been in the space for many years focusing on leveraged financing. He is familiar with the sponsor’s terms and good at negotiating effectively on behalf of lenders based on his knowledge and experience which I believe is indispensable.’

‘Zenya Onishi gives us good advice and proposals based on his knowledge and experience.’

‘They have a deep understanding of general financing terms as well as ones that are specific to the client, which gives lenders a great comfort when negotiating with the sponsor.’

Principaux dossiers


King & Spalding

King & Spalding’s banking and finance team in Tokyo regularly advises major lending institutions and banks across the APAC region, with experience encompassing cross-border project finance, import and export loans, acquisition finance, and asset finance, among other areas. John McClenahan, who has a wealth of experience advising banks, sponsors, and contractors on project finance matters, is managing partner of the firm’s Tokyo office. He oversees the finance practice alongside Mark Davies, who focuses on project and asset finance.

Responsables de la pratique:

John McClenahan; Mark Davies


Autres avocats clés:

Noah Honch; Michael Meade


Les références

‘They have a strong track record, expertise, and work well as a team.’

‘The team is flexible and agile.’

Principaux clients

MODEC, Inc.,


Marubeni Corporation


Mitsui & Co., Ltd. a


Mitsui O.S.K. Lines, Ltd.


Principaux dossiers


  • Advised the Consortium (Modec, Inc., Mitsui & Co., Ltd., MarubeniCorporation and Mitsui O.S.K. Lines) on more than 18 FPSO projects across the globe, including all aspects of the project financing, bridge financing, and corporate financing of these projects.

Morrison Foerster

Morrison Foerster’s banking and finance practice routinely acts for sponsors, senior lenders, and mezzanine lenders in a range of cross-border acquisition finance transactions with a Japan nexus. Practice head Keiko Yamazaki is a key contact for major Japanese banks and mezzanine financing companies seeking assistance with acquisition, real estate and project finance mandates. Akihiro Wani left the firm in October 2023.

Responsables de la pratique:

Keiko Yamazaki


Autres avocats clés:

Mitsutoshi Uchida; Reiko Omachi; Yuhki Asano


Principaux clients

CLS Bank International


PAG Renewables


Principaux dossiers


  • Advising 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 permissible activities of its Tokyo representative office.
  • Acted for PAG Renewables in the long-term limited-recourse project financing for the development, construction and operation of a 34.55 MW solar power project located in Yamaguchi Prefecture.
  • Advised PAG Renewables and its affiliated project company on restructuring the project company to spin out certain assets and liabilities that would not be financed through a corporate split transaction, refinancing existing project financing debt and incurring new limited recourse project financing debt for its existing solar power project and two additional solar power projects.

Mayer Brown

Mayer Brown GJBJ’s finance team in Tokyo advises bank holding companies, commercial and investment banks, as well as export credit agencies on syndicated loans, and secured and unsecured financing transactions of various types. With considerable experience handling projects work, Rupert Burrows leads the group. Myles Mantle is skilled in ship, trade, fund, export, and project finance transactions.

Responsables de la pratique:

Rupert Burrows


Autres avocats clés:

Myles Mantle


Les références

‘Rupert Burrows is a legend in the market. Myles Mantle is hard-working and keeps up to date with the industry.’

‘They have worked in Japan for a long time and have good knowledge of companies and the sector in Japan.’

Principaux clients

Japan International Cooperation Agency (JICA)


Japan Bank for International Cooperation


Principaux dossiers


Pillsbury Winthrop Shaw Pittman LLP

Pillsbury Winthrop Shaw Pittman LLP has a strong aircraft finance team based in Tokyo that advises major Japanese clients on JOL and JOLCA transactions, portfolio sales and financings, cross-border leasing arrangements, procurement of aircraft and engines, and restructurings, among other matters. Practice head Olivia Matsushita counts Japanese and international institutions, leasing companies, investors, and airlines as clients.

Responsables de la pratique:

Olivia Matsushita


Les références

‘Olivia Matsushita has supreme bilingual capability as well as a well-trained ability to listen to what her clients try to say.’

‘Olivia is so good at listening, even in Japanese conversations in which her bilingual capability shines. It is quite rare for non-Japanese speakers to write in Japanese the way the native Japanese do.’

‘Their Tokyo office aviation team is led by a native English speaker and an almost-native Japanese speaker. Japanese clients who are usually not fluent English speakers can fully rely on the partner expecting no negative influence from the language barrier and can discuss with and instruct her in Japanese.’

Principaux clients

Bank of Yokohama


BOT Lease


Development Bank of Japan


Chishima Real Estate


Clover Aviation Capital


FPG Amentum


FPG Trust


Hyakugo Bank


iStrings Aviation Capital


JA Mitsui Leasing


Mitsubishi HC Capital


Mizuho Leasing


MUFG Bank, Ltd


NTT TC Leasing Co., Ltd.


Showa Leasing


Sumitomo Corporation


SMBC Aviation Capital


Sumitomo Mitsui Finance and Leasing (SMFL)


Tokyo Century Corporation


Tokyo Star Bank


Atlas Air Worldwide Holdings, Inc. and Atlas Air, Inc.


Principaux dossiers


  • Advised Tokyo Century Corporation on the JOLCO financing of one Airbus A350-900 aircraft by a major European financial institution, for Air France, with structural features to address sustainability values and KPIs for CO2 emissions reductions.

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett Hong Kong‘s Asia banking and credit group advises major clients, including financial institutions and asset managers, on a range of financings involving Japanese businesses and assets. Makiko Harunari, who leads the practice from Hong Kong, handles cross-border financing transactions for financial sponsors, corporate borrowers, and financial institutions. Noted for being 'extremely diligent and smart in pushing forward transactions', Atsushi Usui plays a key role in the team.

Responsables de la pratique:

Makiko Harunari


Autres avocats clés:

Atsushi Usui


Les références

‘Makiko Harunari has an extensive and deep expertise in financing transactions involving private equity funds. While she is a tough negotiator, she is good at focusing on substantial issues and flexible at providing reasonable alternatives for the benefit of her clients.’

‘Makiko Harunari knows the market well and takes a hands-on approach to assisting clients in pushing forward transactions. Her advice is very straightforward and reasonable, and easy to understand for everyone.’

‘Makiko Harunari leads the STB Asia banking team. She has a strong commercial background and is an experienced acquisition finance lawyer.’

Principaux clients

KKR & Co. Inc.


The Blackstone Group


SoftBank


Principaux dossiers


  • Advised KKR (with Gaw Capital) on the acquisition of Hyatt Regency Tokyo – KKR’s first ever hotel investment in Japan.
  • Advised Blackstone on the financing in connection with its planned tender offer to acquire I’rom Group Co., Ltd.
  • Advised funds affiliated with Blackstone in connection with financings related to its acquisition of a majority stake in Sony Payment Services Inc.

Squire Gaikokuho Kyodo Jigyo Horitsu Jimusho

Squire Gaikokuho Kyodo Jigyo Horitsu Jimusho has a strong aviation finance offering in Tokyo and regularly advises Japanese leasing companies, banks, investors, and airlines on cross-border lease finance transactions, among other matters. Hisao Hirose has over four decades of experience in aircraft finance covering Japanese leveraged leases and operating leases. Asuka Fujita and Tomohiko Kamimura are other key contacts in the team.

Responsables de la pratique:

Hisao Hirose


Autres avocats clés:

Asuka Fujita; Tomohiko Kamimura


Les références

‘Hisao Hirose is a legendary lawyer in the aviation finance and lease market. I have relied on his professional work as well as that of his capable associates, and continue to work with him.’

Principaux clients

Fuyo General Lease Co. Ltd.


All Nippon Airways Company, Limited


Solaseed Air Inc


Peach Aviation


Mitsubishi HC Capital Inc.


Principaux dossiers


  • Acting for Fuyo in relation to its purchase of three passenger aircraft, the conversion of the same to freighter aircraft and leasing the to Yamato Transport Co., Ltd.
  • Advising lessor Fuyo on its leasing of one Boeing 737-800 aircraft to the lessee Solaseed Air (representing both lessor and lessee).
  • AssistedPeach Aviation Inc with the leasing transaction of two Airbus A320-251N aircraft from Fuyo General Lease Co., Ltd.

Watson Farley & Williams (Gaikokuho Kyodo Jigyo Horitsu Jimusho)

Watson Farley & Williams (Gaikokuho Kyodo Jigyo Horitsu Jimusho)’s asset and structured finance offering in Tokyo is noted for its experience advising financiers, lessors, and operators on aviation and maritime financings, which encompasses debt and export finance transactions as well as operator leasing arrangements. Asset and project finance specialist Simon Collins leads the practice alongside Keisuke Imon, who focuses on Japanese operating lease transactions.

Responsables de la pratique:

Simon Collins; Keisuke Imon


Principaux clients

Financial Partners Group (“FPG”)


Air New Zealand


Development Bank of Japan Inc. (“DBJ”)


Credit Agricole Corporate & Investment Bank (“CACIB”)


Hong Kong Shanghai Banking Corporation (“HSBC”)


ING Bank B.V.


Purus Maritime


MUFG Bank, Ltd. (“MUFG”)


Sumitomo Mitsui Banking Corporation (“SMBC”)


ANA Holdings Inc.


Avolon


ITOCHU Corporation


iStrings Aviation Capital


AerCap


Principaux dossiers