Fall 2017 Davis Polk Tokyo - Davis Polk & Wardwell LLP · – Legal 500 Japan 2016 Equity Capital...
20
Davis Polk Tokyo We represent companies, financial sponsors and investment banks on a wide range of Japanese and cross-border corporate transactions. ATTORNEY ADVERTISING. Prior results do not guarantee a similar outcome. Description of a matter herein does not indicate one way or the other whether Davis Polk regularly represents the named client. Fall 2017
Transcript of Fall 2017 Davis Polk Tokyo - Davis Polk & Wardwell LLP · – Legal 500 Japan 2016 Equity Capital...
Davis Polk TokyoWe represent companies, financial sponsors and
investment banks on a wide range of Japanese
and cross-border corporate transactions.
ATTORNEY ADVERTISING. Prior results do not guarantee a similar outcome. Description of a matter
herein does not indicate one way or the other whether Davis Polk regularly represents the named client.
Fall 2017
We advise on the matters that matter – groundbreaking securities offerings, complex financing transactions and industry-shifting mergers and acquisitions.
Davis Polk’s Tokyo office opened in 1987 as the first of the firm’s offices in Asia.
Our Japan practice focuses on capital markets transactions, mergers and acquisitions/joint ventures and global enforcement and investigations. We also work on Japan-related cross-border insolvency and restructuring, finance and credit transactions, as well as antitrust and competition, litigation, IP and other corporate and advisory projects.
Our Tokyo-based team leads the firm’s Japan practice and is composed of highly skilled, bilingual practitioners, including Partner Jon Gray and Counsel Mörk Murdock and Chris Kodama.
Our professionals leverage their knowledge of the Japanese business and legal environments to provide sophisticated, practical advice to our clients and continually seek innovative solutions to their most challenging business and legal needs. Our Tokyo-based team collaborates with our global network of offices in Hong Kong, Beijing, New York, Northern California, Washington DC, London, Paris, Madrid and São Paulo to provide an integrated, effective offering.
Our professionals are regularly recognized by legal publications, including being ranked as “Tier 1” in Chambers Global and IFLR1000, and are known for their knowledge of Japanese corporate practices and market conventions.
1
Our equity capital markets practice is ranked among the world’s best. Leading international corporations and the world’s largest financial institutions look to our professionals for advice on equity and equity-linked offerings of all kinds around the world.
We advise both issuers and underwriters on a broad range of equity capital markets transactions, including initial public offerings, privatizations, block trades, private placements, PIPEs and other primary/secondary offerings.
Our lawyers regularly work on equity offerings by private and public Japanese companies, including those listed on the Tokyo Stock Exchange, New York Stock Exchange or NASDAQ, as well as those seeking to publicly list on those or another stock exchange around the world, such as the Hong Kong Stock Exchange.
Our team also has extensive experience assisting clients with the regulatory aspects of capital markets transactions, including U.S., Japanese, UK and Hong Kong securities regulation.
“Clients appreciate that the team members are client-friendly, and know which issues we need a heads-up on.”
– Chambers Asia-Pacific 2017
“One of the best out there” for capital markets work, with “a clarity, willingness to help and responsiveness that is difficult to beat.”
– Legal 500 Japan 2016
Equity Capital Markets
Companies we have worked with on equity capital markets matters include:
2
Initial Public Offerings
Sushiro Global Holdings¥76.1 billion
Advised Sushiro on IPO and Tokyo Stock Exchange listing
Macromill¥53.3 billion
Advised joint global coordinators on IPO and Tokyo Stock Exchange listing
LaSalle LOGIPORT REIT$935 million
Advised joint lead managers on IPO and Tokyo Stock Exchange listing
Seibu Holdings$44.5 billion
Advised a selling shareholder on IPO
Shinsei Bank¥231 billion
Advised joint lead managers on IPO and Tokyo Stock Exchange listing
Aozora Bank$3.22 billion
Advised Aozora Bank on its IPO and Tokyo Stock Exchange listing
NYSE Listings
Sumitomo Mitsui Financial GroupAdvised SMFG on NYSE listing
and SEC registration
CanonAdvised Canon on NYSE listing
and SEC registration
ORIXAdvised ORIX on NYSE
listing and SEC registration
Follow-on/Secondary Offerings
Sumitomo Mitsui Banking Corporation/Recruit
¥218 billionAdvised SMBC on secondary
offering of Recruit shares
Industrial & Infrastructure Fund Investment Corporation
¥21.8 billionAdvised joint global coordinators on global offering of investment units
START TODAY$250 million
Advised the sole lead manager on common stock offering by its CEO
Invincible Investment Corporation¥37.9 billion
Advised joint global coordinators on global offering of investment units
Nanocarrier¥11.29 billion
Advised the sole global coordinator on global offering of common stock
Hitachi$1.39 billion
Advised Hitachi as a selling stockholder on multiple secondary offerings of hard-
disk technology company common stock
NEC$1.36 billion
Advised international managers on global offering of common stock
ORIX¥83.4 billion
Advised ORIX on global SEC-registered offering of common stock
3
Debt Capital Markets
Companies we have worked with on debt capital markets matters include:
Our team in Japan has been advising on debt issuances for over 30 years. Clients regularly retain our lawyers in this area because of our market practice knowledge, creativity and insight we bring to these transactions, particularly in the financial institutions sector.
The strong relationships that we have formed with many of the largest financial institutions worldwide as issuer counsel or designated underwriters’ counsel are a reflection of the quality of our work and our team-orientated approach that spans across our firm. Our innovative practice is the right scale and size to keep us at the leading edge of novel and complex debt products as well as developments in debt market issues and practice.
Our advice covers a broad range of debt capital markets transactions, including regulatory capital issues, 4(a)(2) private placements, sovereign bond offerings, high-yield notes offerings, insurance hybrid notes and liability management transactions.
Sources say “They are increasing their share in capital markets, especially in the debt space.”
– Chambers Asia-Pacific 2017
Exceptional reputation for its expertise and track record advising on high-profile debt and equity offerings.
– Chambers Asia-Pacific 2017
4
Recent Global Debt Offerings
Mitsubishi UFJ Lease and Finance Advised MUL on its debut $500 million
Rule 144A/Reg S offering of senior notes
Sumitomo Life Insurance Advised Sumitomo Life on multiple
offerings of step-up callable subordinated notes
The Metropolis of Tokyo Advised the Metropolis of Tokyo on its
$1 billion debut 144A global bond offering
Sumitomo Mitsui Financial GroupRegularly advise SMFG on notes
offerings, including its debut SEC-registered offering
Mizuho Financial GroupRegularly advise joint lead managers
on notes offerings, including its debut SEC-registered offering
Japan Finance Organization for Municipalities
Regularly advise JFM on senior notes offerings under its GMTN program
Nippon Life Insurance Advised Nippon Life on multiple offerings
of step-up callable subordinated notes
Meiji Yasuda Life Insurance Advised joint lead managers on its
$2 billion debut 144A/Reg S offering of step-up callable subordinated notes
Central Japan Railway Company Advised joint lead managers on its $300 million debut 144A offering of
senior notes
ORIX Regularly advise ORIX on
SEC-registered notes offerings
Sumitomo Mitsui Trust Bank Advised SMTB on multiple stand-alone
offerings of senior notes and as a co-guarantor on its guaranteed secured
obligation program and initial offering thereunder
High-Yield Notes Offerings
eAccessAdvised initial purchasers on
high-yield notes offering
5
Mergers and Acquisitions
Our M&A lawyers regularly advise on a variety of cross-border transactions involving Japanese and international enterprises, including a mix of outbound, inbound and Japanese business combinations. Recent deals have involved leading financial institutions and pharmaceutical, technology, industrial, consumer and entertainment companies.
We advise bidders, targets and financial advisers on transactions of all sizes, including acquisitions, investments and disposals of privately held businesses and public companies, and cross-border joint ventures. We are also experienced in advising on U.S. and international securities laws and tender offer regulations applicable to cross-border and Japanese domestic transactions.
Clients value our ability to provide strategic and timely advice on key transaction issues and to analyze and explain issues in Japanese with an understanding of the client’s business objectives and decision-making process.
Our M&A lawyers work closely with top M&A lawyers and specialists in other offices and draw upon our firm-wide M&A expertise in other markets. On recent deals we have teamed up with lawyers in our New York, Northern California, Hong Kong, Paris and London offices. We also collaborate with top M&A lawyers at Japanese and other law firms on specific transactions.
“Houses an experienced bench coupled with a strong international network, assisting Japanese companies with an array of cross-border transactions including joint ventures, mergers and acquisitions.”
– Chambers Global 2017
Davis Polk “has a solid grasp of the technical legal aspects of the market and the cultural realities of doing business in Japan” and “can deliver top-of-the-line advice.”
– Legal 500 2017
Companies we have worked with on M&A matters include:
6
Recent Outbound M&A
SoftbankAdvised sell-side on the acquisitions of ARM Holdings and Fortress Investment
Mitsubishi Tanabe$1.1 billion
Acquisition of NeuroDerm
Dai-ichi Sankyo$4 billion
Divestment of Ranbaxy to Sun Phamaceutical
Daikin Industries$3.7 billion
Acquisition of Goodman Global
Dai-ichi Life HoldingsStrategic Alliance with Janus Capital
and Henderson Global
ShionogiAcquisition of Sciele Pharma, and
collaboration and license agreement with, and investment in Egalet
NEC$449 million
Acquisition of Information Management business of Convergys
Toyo Seikan$775 million
Acquisition of Stolle Machinery
Mitsubishi UFJ Lease & FinanceAcquisitions of Engine Lease Finance Corporation and Beacon Intermodal
Leasing, and Jackson Square Aviation
Recent Inbound M&A
Comcast NBCUniversal$1.5 billion
Acquisitions of ownership of Universal Studios Japan
ValeoPartial tender offer for the
shares of Ichikoh Industries
Nikko Cordial Acquisition of Nikko Cordial
ownership by Citigroup
D+M GroupAcquisition of D+M Group by Sound
United and Charlesbank Capital
Japan Business Combinations
Sumitomo Mitsui Trust Bank/ Citi Cards Japan
JX Holdings/Tonen General$13 billion
Higashi Nippon Bank/ Bank of Yokohama
$8.7 billion
Tokyo Stock Exchange/ Osaka Securities Exchange
$15.8 billion
Chuo Mitsui Trust Holdings/ Sumitomo Trust and Banking
SMFG/Promise
Nippon Mining Holdings/ Nippon Oil Corporation
$12 billion
7
Litigation/Dispute Resolution/Investigation
Davis Polk has a long tradition of representing Japanese clients in a variety of litigation and enforcement matters. Major Japanese companies and financial institutions regularly turn to us to handle matters in the United States and abroad across a range of regulatory investigations, enforcement actions, arbitrations, internal investigations, commercial disputes and civil and criminal court proceedings.
Davis Polk has one of the leading litigation and disputes teams in Asia with four partners and over 20 counsel and associates, based primarily in our Hong Kong office. Partners Martin Rogers, James Wadham and Karen Chan have extensive experience advising on major investigations and disputes across Asia, while former federal prosecutor Patrick Sinclair provides advice on U.S. anti-corruption, securities fraud, anti-money laundering and sanctions issues. Our Asia team works in a fully integrated manner with our litigation and enforcement teams in Washington DC, New York and Northern California to deliver comprehensive service to our corporate and financial institution clients in Japan.
Regulatory Compliance
Our regulatory lawyers advise clients on matters related to the supervision and regulation of banks, investment firms, insurance companies and asset managers, including in connection with corporate governance, market conduct and regulatory investigations. Our lawyers also have broad and deep experience in advising these and our other corporate clients on matters relating to anti-money laundering, anti-bribery and corruption, and fraud.
Antitrust
Our antitrust lawyers collaborate closely with our team of corporate, finance and M&A lawyers and advise clients on a wide variety of U.S. and cross-border transactions across industries. We also provide representation in the full range of antitrust litigation, including private class actions, criminal and administrative investigations, and government civil enforcement actions. Our lawyers also advise Japanese clients in connection with Hart-Scott-Rodino merger review filings and U.S. antitrust issues related to M&A transactions.
“Competition Group of the Year”– Law360 2016
“Accomplished U.S. firm poised to handle a variety of global investigations.”
– Chambers Global
Litigation/Dispute Resolution/Investigation,
Regulatory Compliance and Antitrust
8
Litigation and Dispute Resolution
Market Manipulation Advising numerous financial institutions
in connection with widely reported investigations and parallel civil litigation
into alleged market collusion of JPY LIBOR, SIBOR and FX benchmarks
IP & Antitrust LitigationAdvised U.S. joint venture between two Japanese companies and a U.S.
company, and obtained a dismissal of claims brought by a class of indirect purchasers of SD card flash memory
devices, which alleged that a “fair market price” royalty provision in the license
agreement between the joint venture and manufacturers of SD cards constituted
naked price-fixing
Dispute ResolutionAdvising a Japanese financial institution
with a bankruptcy matter and commercial dispute related to a Japanese industrial
company and a subsidiary
Regulatory Matters
FCPA – EntertainmentAdvised a leading investment bank in an investigation in Japan concerning
excessive entertainment
FCPA – Books & RecordsRepresented Japanese industrial
company in an SEC investigation into potential breaches of FCPA related to
power plant contracts with an overseas state-owned energy utility
U.S. Broker-Dealer RulesConducted multiple internal investigations for leading Japanese financial institutions in connection with their compliance with
U.S. broker-dealer rules
AML and Anti-CorruptionConducted an internal investigation for a Japanese conglomerate into potential corruption and money laundering issues
AdvisoryProvided analysis of local distribution
company investments to a major Japanese oil and gas company
Antitrust Matters
Japanese Executives in Automotive Industry
Represented Japanese executives in criminal antitrust investigations of the
automotive parts industry
Civil Litigation & DOJ InvestigationAdvised a Japanese freight forwarder
in connection with its $100 million settlement of civil litigation arising out of alleged price-fixing in the sale of freight forwarding services between the U.S. and Japan, as well as the related DOJ
investigation
M&A AdviceRepresented Daiichi-Sankyo on antitrust
aspects of the $4 billion acquisition of Ranbaxy Laboratories by Sun Pharmaceutical Industries Ltd.
Representative Case Studies
9
Credit and Restructuring
We are among the world’s most experienced law firms in advising borrowers, banks, credit funds and other lenders on leveraged and investment-grade financing transactions. We have advised many banks and borrowers on a broad range of lending activities in Japan and the Asia-Pacific region. We support clients across the full range of product lines, including corporate loans, leveraged and investment-grade acquisition financings, bridge loans, high-yield bonds, structured finance, derivatives, recapitalizations and debt restructurings.
Our team also has experience advising on restructuring and insolvency situations.
“Davis Polk benefits from awide geographic scope and cross- border expertise, especially in Asia and Europe.”
– Chambers Global 2015
“Regularly sought out by leading financial institutions for its expertise in leveraged buyouts where the team is also well placed to advise borrowers.”
– Chambers Global 2015
Elpida MemoryAdvised the court-appointed trustee of Elpida Memory, a debtor in a corporate
reorganization proceeding pending in Japan, in obtaining the first-ever recognition by a
U.S. Bankruptcy Court of a Japanese plan of reorganization
ORIX Global Credit FacilityRegularly advise ORIX Corporation on its
revolving credit facility
Fuji-Xerox credit agreement$31 billion
Syndicated credit facility, made available in four currencies to the parent company and its six subsidiaries throughout the region
Inversiones CMPC credit facilities$600 million
Advised the Bank of Tokyo-Mitsubishi UFJ, as administrative agent, on an
unsecured term loan credit facility and an unsecured revolving loan credit
facility provided to Inversiones CMPC
Companies we have worked with on credit and restructuring matters include:
10
TokyoIzumi Garden Tower 33F
1-6-1 Roppongi
Minato-ku
Tokyo 106-6033
JAPAN
Tel: +81 3 5574 2600
Fax: +81 3 5574 2625
Tokyo Office Location
11
+81 3 5574 2667 tel
Mörk [email protected]
+81 3 5574 2661 tel
Chris [email protected]
+81 3 5574 2668 tel
Benjamin [email protected]
+81 3 5574 2634 tel
Mari [email protected]
+81 3 5574 2655 tel
Shinya Fujiwara [email protected]
+81 3 5574 2633 tel
Alexander Coley [email protected]
+81 3 5574 2662 tel
Key Contacts in Japan Practice
Tokyo Office
12
13
Key Contacts in Japan Practice
Hong Kong Office
Bonnie Y. [email protected]
+852 2533 3308 tel
Martin [email protected]
+852 2533 3307 tel
James [email protected]
+852 2533 3309 tel
Patrick [email protected]
+852 2533 3305 tel
Karen [email protected]
+852 2533 1016 tel
14
Key Contacts in Japan Practice
London Office
Will [email protected]
+44 20 7418 1448 tel
Simon [email protected]
+44 20 7418 1015 tel
John D. [email protected]
+44 20 7418 1330 tel
Northern California Office
Eugene C. [email protected]
+1 650 752 2058 tel
Neal A. [email protected]
+1 650 752 2021 tel
15
Key Contacts in Japan Practice
New York Office Office
George R. Bason Jr. M&[email protected]
+1 212 450 4340 tel
Donald S. BernsteinInsolvency and [email protected]
+1 212 450 4092 tel
Phillip R. MillsM&[email protected]
+1 212 450 4618 tel
Yukako KawataInvestment [email protected]
+1 212 450 4896 tel
Luigi L. De GhenghiFinancial [email protected]
+1 212 450 4296 tel
Kyoko Takahashi Lin
Executive [email protected]
+1 212 450 4706 tel
Michael Davis
+1 212 450 4184 tel
Frank J. AzzopardiIntellectual Property and [email protected]
+1 212 450 6277 tel
Timothy GraulichInsolvency and [email protected]
+1 212 450 4639 tel
Erika D. [email protected]
+1 212 450 4183
Daniel Newman
Financial [email protected]
+1 212 450 4992 tel
Yuko Masunaga [email protected]
+1 212 450 4195 tel
16
Our Global Capabilities
Northern CaliforniaNew York
Washington DC
São Paulo
London
Madrid
Paris
17
London
Madrid
Paris Beijing
Hong Kong
Tokyo
davispolk.com
© 2017 Davis Polk & Wardwell llp
Davis Polk refers to Davis Polk & Wardwell LLP and its associated entities. 02659-Jun17
New York
Northern California
Washington DC
São Paulo
London
Paris
Madrid
Tokyo
Beijing
Hong Kong
