Private Equity | Morrison Foerster

Morrison & Foerster’s Tokyo office is active in representing private equity in Japan and elsewhere in Asia. As the largest international law firm in Tokyo with over 110 U.S. attorneys (including over 45 Japan-admitted attorneys) Morrison & Foerster has a unique capability to staff matters with attorneys who are experienced in both global “best practices” and the unique requirements of Japanese law.

The office principally represents private equity firms in their Japanese investments, but is also active in fund formation, venture financings, and investments in the region as a whole.

Recent transactions on which we have assisted include:

Japan Private Equity Transactions

Mizuho Capital Partners (MHCP). We represented Mizuho Capital Partners in their going-private deal with Kawasaki-based plastic auto parts maker Faltec. The value of the bid was ¥6.447 billion (US$ 52.2 million).
Secured Capital Japan. We represented Secured Capital Japan, a global real estate-focused private equity fund in its US$1.25 billion purchase and leaseback of 180 Japan outlets of Mitsubishi Fuso Truck and Bus Corporation.
Vestar Capital Partners. We represented Vestar Capital’s portfolio company, Solo Cup, in the sale of its Japanese subsidiaries, Yugen Kaisha Solo Cup Asia-Pacific and Solo Cup Japan Co., Ltd. to Phoenix Capital for US$48 million.
Nomura Principal Finance. We represented Nomura Principal Finance in connection with the international diligence, antitrust and financing structure for its US$870 million management-employee buyout of Tsubaki Nakashima, a Japan-based precision ball bearing manufacturer. In the transaction, Nomura acquired a 97.18% stake in Tsubaki by way of tender offer, and upon successful conclusion of the tender offer, Tsubaki managers and employees acquired 10% of the company's outstanding shares.
Advantage Partners and CCMP Capital. Two separate teams of our attorneys represented Advantage Partners and CCMP Capital respectively, in connection with their respective bids to acquire Sanyo Semiconductor.
THK. We represented THK, the listed Japanese linear-motion systems producer, which acquired Rhythm Corporation, the Japan based automotive parts maker, from Carlyle Group, the US based private equity house, for a total amount of US$106 million.
Mizuho Capital Partners. We represented Mizuho Capital Partners in its support for a management buyout of Nikkoshi Co Ltd, the Japan based manufacturer of computer peripheral parts, semiconductor and trader of non-ferrous metals. The buyout team acquired 97% of the company's equity, for an undisclosed consideration.
Thomson. We represented Thomson SA in its US$110 million ender offer for Canopus, a Japan-based developer of video encoding/decoding technology.
The IRCJ. We represented The Industrial Revitalization Corporation of Japan (IRCJ) in the sale of OCC, a leading manufacturer of optical cable and related products, to private equity firm Longreach Capital.
Citigroup Principal Investments. We represented Citigroup Principal Investments in its investment in New City Corporation, a leading real estate company in Japan.
Symphony Financial. We represented Symphony Financial in the deal involving Masuda Investment Group, a Japanese private investment group backed by Central Uni founders and management, together with investment funds managed by Symphony Financial, acquired a 38.05% stake in Central Uni, a listed Japanese manufacturer of medical equipment, for a total consideration of ¥3,481 million (US$32 million).
SBI Capital. We represented SBI Capital in its leveraged acquisition of Kakiuchi & Co., a Japan-based clothing manufacturer.
Fujitsu. We represented Fujitsu in Oaktree’s acquisition of a 35% equity interest in FDK Corporation, Fujitsu’s publicly-traded component manufacturing affiliate.
Fujitsu IT Holdings. We represented Fujitsu IT Holdings in the sale of Softek, its U.S. storage software subsidiary, to a consortium led by Investcorp, Columbia Capital and Needham Capital.
Mizuho Capital Partners. We represented Mizuho Capital Partners in its LBO acquisition of Tokyu Air Cargo, a subsidiary of Tokyu Rail Corporation.
The Carlyle Group. We represented Carlyle as a lead investor (together with Japan Telecom) in a US$100 million financing of eAccess, a Japanese provider of broadband-Internet access services.
Mizuho Capital Partners. We represented Mizuho Capital in its acquisition of a controlling stake in Vantec Corp., a Japanese transportation company, from British investment companies 3i Group and PPM Ventures.
Mizuho Capital Partners. We represented Mizuho Capital in its acquisition of Nissan’s stake in Hashimoto Forming and subsequent preferred stock investment in, and consolidation with, another auto parts company.
Mizuho Capital Partners. We represented Mizuho Capital in its acquisition of Ebara Udylite Co., Ltd. from Ebara Corporation and Enthone Inc.
Intel Capital. We represented Intel Capital in its US$150 million investment in Elpida, a joint venture between Hitachi and NEC which is the world’s fifth largest DRAM chip manufacturer.

Japan Fund Formation Matters

We are currently working on a wide range of private equity fund formation projects including, among others:

Two pan-Asia and one Japan-focused real estate funds;
private equity fund to invest in significant minority stakes in Japanese publicly traded companies - organized as a joint venture between our clients, a U.S. based hedge fund advisor, and a Japanese private equity sponsor;
buyout fund being established by the private equity affiliate of a major Japanese trading company;
fund for Japanese investors targeting resort real estate outside of Japan, sponsored by a Japan real estate investment and management company;
follow-on Japan real estate fund limited to certain “anchor” investors in a previous fund; and
novel structure for a private Japanese estate property fund targeting international investors, sponsored by an affiliate of a global investment bank.

Completed Tokyo fund formation projects include:

Advantage Partners, Inc. We represented Advantage Partners, a leading Japanese private equity firm, in the formation of its $415 million Japan-focused buyout fund.
AMB Property Corporation. We represented AMB, a leading global developer and owner of industrial real estate, in the formation of AMB Japan Fund I, L.P., a yen-denominated fund with over $550 million of equity capital, which will invest $2 billion on a leveraged basis in distribution facilities near airports, highway systems and seaports in Japan's major metropolitan areas.
CREED Corporation. We represented CREED Corporation in the formation of its fund with approximately JPY 56.5 billion of equity capital from institutional investors, and which plans to invite up to JPY 230 billion on a leveraged basis in office buildings and residential properties in Japan’s major metropolitan areas.
SOFTBANK Corp. We represented SOFTBANK in the formation of its $1 billion Asia Infrastructure Funds “SAIF”, a group of investment funds focusing on investments in Asia-based infrastructure and service providers.
SOFTBANK Corp. We represented SOFTBANK in its $500 million global joint venture with the World Bank to seed Internet companies throughout the developing world, including the establishment of venture funds in China and Latin America.