Morrison & Foerster/Ito & Mitomi are active in representing issuers and underwriters in a wide range of debt and equity offerings, having been involved in Tokyo based offerings that have raised over $50 billion since 2002. Recent offerings on which we have advised include:
- SoftBank Corp.’s $2,485,000,000 and €625,000,000 high-yield bond offering (2013). We represented SoftBank in its offering of $2,485,000,000 4½% and €625,000,000 4⅝% senior notes. The offering outside Japan was made in reliance on Regulation S and the offering within the U.S. was made in reliance on Rule 144A. SoftBank, which has made a bid to acquire a majority interest in Sprint Nextel Corporation by mid-2013, is a Japanese mobile communications company involved in a variety of complementary businesses such as broadband infrastructure, fixed-line telecommunications and the internet.
- Industrial & Infrastructure Fund Investment Corporation (“IIF”), a Japan Real Estate Investment Trust’s (“J-REIT”) approximately ¥11 billion global offering (2013). We represented Morgan Stanley & Co. International plc, SMBC Nikko Capital Markets Limited, Nomura International plc, Barclays Bank PLC, as international joint lead managers on a global offering of new investment units by IIF. The offering outside Japan was made in reliance on Regulation S and the offering within the U.S. was made in reliance on Rule 144A. We provided advice on Japanese and US law and were sole counsel to the international joint lead managers. IIF, a Tokyo Stock Exchange listed corporation, is a J-REIT focusing on investing in both industrial and infrastructure properties in Japan.
- GLP J-REIT’s $1.3 billion Global IPO (2012). We were U.S. counsel to GLP J-REIT and its sponsor Global Logistic Properties Limited (“GLP”) in GLP J-REIT’s IPO in Japan with a concurrent international offering outside of the U.S. under Regulation S and in the U.S. in reliance on Rule 144A. GLP, which is listed on the Singapore Stock Exchange, is Asia’s largest industrial and logistics infrastructure provider.
- Mazda’s ¥151 billion offering (2012). We represented the underwriters, acting as sole international counsel as to English, US, and Japanese law on the issuance of new shares and the secondary offering of shares, including a Regulation S offering, of automobile manufacturer Mazda Motor Corporation in the Japanese domestic market and internationally.
- Activia Properties Inc. (“Activia”), a Japan Real Estate Investment Trust’s (“J-REIT”) approximately ¥94 billion initial global offering (2012). We represented Activia on its initial global offering of new investment units. The offering outside Japan was made in reliance on Regulation S and the offering within the U.S. was made in reliance on Rule 144A. We were US counsel to Activia, a Tokyo Stock Exchange listed J-REIT, focusing on acquiring and managing urban retail properties, Tokyo office properties and other properties in Japan.
- Japan Retail Fund Investment Corporation (“JRF”), a Japan Real Estate Investment Trust’s (“J-REIT”) approximately ¥25 billion global offering (2012). We represented UBS Limited, SMBC Nikko Capital Markets Limited, and Morgan Stanley & Co. International plc, as international joint lead managers on a global offering of new investment units by JRF. The offering outside Japan was made in reliance on Regulation S and the offering within the U.S. was made in reliance on Rule 144A. We provided advice on Japanese and US law and were sole counsel to the international joint lead managers. JRF, a Tokyo Stock Exchange listed corporation, is one of the largest listed J-REITs by asset size that primarily invests in retail properties in major cities throughout Japan.
- Japan Prime Realty Investment Corporation (“JPR”), a Japan Real Estate Investment Trust’s (“J-REIT”) approximately ¥20 billion global offering (2012). We represented Mizuho International plc, Merrill Lynch International and Deutsche Bank AG, London Branch, as international joint lead managers on a global offering of new investment units by JPR. The offering outside Japan was made in reliance on Regulation S. We provided advice on English, Japanese and US law and were sole counsel to the international joint lead managers. JPR, a Tokyo Stock Exchange listed corporation, invests in office properties and retail properties in major cities throughout Japan.
- Industrial & Infrastructure Fund Investment Corporation (“IIF”), a Japan Real Estate Investment Trust’s (“J-REIT”) approximately ¥19 billion global offering (2012). We represented Morgan Stanley & Co. International plc, SMBC Nikko Capital Markets Limited, Nomura International plc and UBS Limited, as international joint lead managers on a global offering of new investment units by IIF. The offering outside Japan was made in reliance on Regulation S and the offering within the U.S. was made in reliance on Rule 144A. We provided advice on Japanese and US law and were sole counsel to the international joint lead managers. IIF, a Tokyo Stock Exchange listed corporation, is a J-REIT focusing on investing in both industrial and infrastructure properties in Japan.
- H2O Retailing Corporation’s ¥10 billion global share offering (2012). We represented UBS Investment Bank and Mizuho Securities as international joint lead managers with respect to English, US and Japanese law in an international offering comprising 15,000,000 shares of a 20,000,000 global offering by H20 Retailing Corporation. The offering outside Japan was made in reliance on Regulation S and the offering within the U.S. was made in reliance on Rule 4(2). H2O Group operates the Hankyu Department Store and Hanshin Department, together with supermarkets primarily in the greater Osaka area.
- NEXON’s approximately ¥97 billion IPO (2011). In the largest Japanese IPO in 2011, we represented NEXON Co., Ltd. as to Japanese and US law in its initial listing on the First Section of the Tokyo Stock Exchange and global offering of common stock. The offering consisted of a registered public offering in Japan, a Rule 144A offering in the U.S. and a Regulation S offering elsewhere and raised approximately ¥97 billion (approximately $1.2 billion). NEXON is a worldwide leader in free-to-play online games.
- Sekisui House’s ¥50 billion Reg. S CB offering (2011). In the first euro-yen convertible bond offering by a Japanese issuer since the Great East Japan Earthquake, we represented the underwriters, including lead manager, Mizuho International plc, co-manager Nomura International plc and managers, Morgan Stanley & Co. International plc, SMBC Nikko Capital Markets Limited and Daiwa Capital Markets Europe Limited, in a Regulation S zero coupon convertible bond offering by Sekisui House, Ltd., a major Japanese house builder.
- United Urban Investment Corporation (“United Urban”), a Japan Real Estate Investment Trust’s (“J-REIT”) approximately ¥18 billion global offering (2011). We represented SMBC Nikko Capital Markets Limited, Citigroup Global Markets Limited and Deutsche Bank AG, London Branch, as international joint lead managers on a global offering of new investment units by United Urban. The offering outside Japan was made in reliance on Regulation S. We provided advice on English, Japanese and US law and were sole counsel to the international joint lead managers. United Urban, a Tokyo Stock Exchange listed corporation, invests in various types of properties located in major cities throughout Japan, including retail properties, office buildings, hotels, and residential properties and is one of the largest J-REIT in terms of asset size.
- Kenedix Realty Investment Corporation (“Kenedix”), a Japan Real Estate Investment Trust’s (“J-REIT”) approximately ¥14 billion global offering (2011). We represented UBS Limited and Nomura International plc as international joint lead managers on a global offering of new investment units by Kenedix. The offering outside Japan was made in reliance on Regulation S and the offering within the U.S. was made in reliance on Rule 144A. We provided advice on Japanese and US law and were sole counsel to the international joint lead managers. Kenedix, a Tokyo Stock Exchange listed corporation, invests primarily in office properties in Tokyo metropolitan area.
- Japan Retail Fund Investment Corporation (“JRF”), a Japan Real Estate Investment Trust’s (“J-REIT”) approximately ¥20 billion global offering (2011). We represented UBS Limited, SMBC Nikko Capital Markets Limited, and Deutsche Bank AG, London Branch, as international joint lead managers on a global offering of new investment units by JRF. The offering outside Japan was made in reliance on Regulation S and the offering within the U.S. was made in reliance on Rule 144A. We provided advice on Japanese and US law and were sole counsel to the international joint lead managers. JRF, a Tokyo Stock Exchange listed corporation, is one of the largest listed J-REITs by asset size that primarily invests in retail properties in major cities throughout Japan.