Mr. Caldwell is a partner in the firm’s Business Department and is resident in the Tokyo office; he currently serves as a co-chair of the Private Equity Buyout Group. Mr. Caldwell’s practice focuses primarily on representing lenders and borrowers in LBO/MBO and other types of acquisition financings, and advising companies on cross-border M&A, joint venture and strategic alliance transactions. Mr. Caldwell also has substantial experience in other types of sophisticated financings, including project finance and development transactions, in which he represents lenders, project sponsors and construction contractors. Examples of recent transactions on which Mr. Caldwell advised include the following:

M&A, Joint Ventures and Strategic Alliances

• Representing Fujitsu Limited in its formation (together with Advanced Micro Devices, Inc.) of Spansion LLC, a $3,000,000,000 company that combines Fujitsu’s and AMD’s world-wide flash memory businesses, and in connection with Spansion’s initial public offering.
• Representing Fujikura Limited in its acquisition of a 60% interest in Auxiliar de Componentes Eléctricos, an automotive parts manufacturer with facilities in Spain, Romania and Mexico.
• Representing Air Liquide in its $780 million acquisition from The Linde Group of the remaining 45% interest in Japan Air Gases, the companies’ Japanese joint venture in the industrial and medical gases industry.
• Representing Fujitsu Limited in its strategic alliance with Sun Microsystems to combine the parties’ Unix server development and distribution businesses.
• Representing Dainippon Ink & Chemicals in its sale (to management) of DIC’s Reichhold Division, consisting of more than 45 companies with 1700 employees, 16 manufacturing facilities and 9 R&D and technical support centers located in countries throughout North and South America, Europe and the Middle East.
• Representing Nagano Keiki Co., Ltd ., in its $55,000,000 acquisition of Aschroft Holdings, Inc.; Ashcroft, a leading manufacturer of pressure and temperature gauges, is a group of nine companies, with over 1,000 employees, located in six countries.

Leveraged and Other Finance

• Representing Mizuho Corporate Bank, Ltd ., as agent, lead lender and arranger of a ¥10,000,000,000 syndicated financing for the MBO acquisition of the
• Mister Minit group of companies located in Japan, Australia, New Zealand, Singapore and Canada, including the extension of a post-acquisition revolving credit facility.
• Representing Mizuho Corporate Bank, Ltd ., as agent, lead lender and arranger of a $210,000,000 syndicated financing provided in connection with the LBO acquisition of Shaklee Japan K.K. and Shaklee Corporation by Ripplewood Holdings and Activated Holdings (including post-acquisition revolving credit and letter of credit facilities), and in connection with the subsequent restructuring of the facilities.
• Representing the agent and the lenders in the work-out and restructuring of approximately $450,000,000 in secured financing provided to an affiliated group of U.S. and European companies in connection with the MBO acquisition and restructuring of the borrower group.
• Representing a Japanese borrower in a $150,000,000 multicurrency asset-based credit facility (secured by accounts receivable).
• Representing the lenders in over $500,000,000 of secured loans provided in connection with the financing of equipment lines in the technology sector.
• Representing the lessee in the restructuring of $1,000,000,000 in leverage lease facilities for projects located in the U.S.

Project Finance, Development and Construction

• Representing Marubeni and the other sponsor of a 39.6MW (gross) wind farm generating facility and ancillary facilities located in North Kyongsang, South Korea.
• Representing JBIC and NEXI in the financing of the $700,000,000 KEPCO Ilijan IPP Project, a 1,200 MW gas-fired combined cycle power plant in the Philippines, and representing BNP Paribas as Administrative Agent for the lenders in the same Project.
• Representing a consortium consisting of Mitsui & Co., Mitsubishi Heavy Industries, Toshiba, Mitsubishi Corporation, Sumitomo Corporation, Marubeni and Kawasaki Heavy Industries as supplier and contractor for the Trackworks portion of the $15,000,000,000 Taiwan High Speed Rail Corporation.
• Representing Daifuku Co., Ltd. as the engineering, procurement and construction (EPC) contractor for (1) a $50 million fullyautomated storage, retrieval and disbursement facility under construction in Japan and (2) a $55 million semiconductor manufacturing cleanroom facility under construction in China.
• Representing JBIC in the $230,000,000 financing (and subsequent restructuring) of a wireless communications project in Brazil.
• Representing two Japanese trading companies in connection with the supply and installation of manufacturing lines to a Brazilian steel company, and in providing the loan and pre-export financing for such equipment.

Mr. Caldwell received his B.A. from the University of Arizona and graduated, magna cum laude , from the University of Minnesota Law School. He joined Morrison & Foerster after graduating law school and has worked in the firm’s Tokyo office since 1996.