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 $30 billion since 2002. Recent offerings on which we have advised include:
- 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 was 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 was 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 was 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.
- Sawai Pharmaceutical’s ¥30 billion Reg. S CB offering (2010). We represented Deutsche Bank AG as sole underwriter on a ¥30 billion Regulation S zero coupon convertible bond offering by Sawai Pharmaceutical Co., Ltd., a leading Japanese generic drug maker.
- Pioneer's ¥29 billion offering (2010). We represented Deutsche Bank AG, acting as sole counsel as to English, US and Japanese law on a ¥29 billion Regulation S institutional offer outside of Japan of new shares by audio and video device manufacturer Pioneer Corporation.
- Toshiba Corporation's US$3 billion global offering (2009). We represented Toshiba Corporation as sole international deal counsel in connection with the global offering pursuant to Regulation S, which included an undocumented offering in Europe.
- Nomura Holdings' ¥300 billion global offering (2009). We represented Mitsubishi UFJ Securities International as initial purchaser of shares of Nomura Holdings, Inc. in connection with the global public offering, which included a Section 4 (1 1/2) offering in the U.S.
- Chuo Mitsui Trust Holdings' ¥103.5 billion global offering (2008). We represented Daiwa Securities and Nikko Citigroup, among others, in a follow-on global public offering including a Rule 144A offering in the U.S.
- LS Cable Ltd.'s ¥10 billion public offering (2008). We represented Nikko Citigroup in a public offering in Japan of ¥10 billion Japanese yen bonds.
- Nomura Real Estate Office Fund's ¥28 billion follow-on public offering (2008). We represented Nomura Securities in a follow-on public offering in Japan.
- Royal Bank of Canada's ¥146.3 billion public offering (2008). We represented Daiwa SMBC, Mizuho Securities and Nikko Citigroup in a public offering in Japan of ¥146.3 billion Japanese yen bonds.
- East Japan Railway Company's £250 million bond offering (2007). We represented the East Japan Railway Company in a public offering of £250 million of bonds in the Euro market, under its EMTN Programme, lead managed by Merrill Lynch and Mitsubishi UFJ Securities.
- Fujitsu Limited's private placement of ¥200 billion convertible bonds (2007). We represented Fujitsu Limited in a private placement in the Euro market of ¥200 billion convertible bonds.
- HSBC Finance Corporation's ¥500 million bond offering (2007). We represented HSBC Securities, Mitsubishi UFJ Securities and Mizuho Securities in a public offering in Japan of Japanese yen bonds.
- Industrial & Infrastructure Fund Investment Corporation's (IIF) ¥36.5 billion initial public offering (2007). This deal included an initial public offering and TSE listing in Japan and an unregistered offering of units to institutional investors outside of Japan and the United States (Regulation S only). We represented Nikko Citigroup, Nomura and UBS as the lead managers.
- KITO Corporation's ¥22 billion initial public offering (2007). We represented Daiwa SMBC in the initial public offering and TSE listing in Japan.
- Kenedix Realty Investment Corporation's ¥37.5 billion ($310 million) global follow-on offering (2007). We represented UBS Securities and Nomura Securities as lead managers of a registered offering in Japan and an unregistered offering to institutional investors outside of Japan (principally in Europe and a 144A offering in the US) of investment units by Kenedix Realty Investment Corporation, a J-REIT managed by an affiliate of the Kenedix Group.
- Mitsui Trust Holdings' ¥86.7 billion public offering (2007). We represented Nomura Securities and Morgan Stanley in a follow-on global public offering including a Rule 144A offering in the U.S.
- The Bear Stearns Companies' ¥41.5 billion bond offering (2006). We represented Bear Stearns (Japan), Daiwa SMBC, Mitsubishi UFJ Securities and Mizuho Securities in a public offering of ¥41.5 billion in Japanese yen bonds.
- East Japan Railway Company's £850 million bond offerings (2006). We represented the East Japan Railway Company in public offerings of £350 million, £250 million and £250 million of bonds in the Euro market under its EMTN Programme, lead managed by BNP Paribas and Nomura Securities, BNP Paribas and Mizuho Securities and BNP Paribas and Mizuho Securities, respectively.
- Export-Import Bank of India's ¥23 billion ($200 million) bond offering (2006). We represented Nikko Citigroup and others as lead managers of an offering of Samurai bonds, with a total value of over $200 million, by the Export-Import Bank of India.
- HSBC Finance Corporation's ¥60 billion ($525 million) bond offering (2006). We represented HSBC Securities Japan and others as managers in three simultaneous offerings of Samurai bonds, with a total value of approximately $525 million, by HSBC Finance Corporation.
- Japan Retail Fund Investment Corporation's ¥71.6 billion ($610 million) global follow-on offering (2006). We represented Nikko Citigroup and UBS Securities as lead managers of a registered offering in Japan and a 144A/Reg S offering elsewhere by Japan Retail Fund, a J-REIT established by Mitsubishi Corporation and UBS.
- LCP Investment Corporation's ¥29.2 billion initial public offering (2006). We represented Mizuho Securities, Shinko Securities and Kyokuto Securities in an initial public offering and TSE listing in Japan.
- Mitsui Trust Holdings' ¥97.9 billion ($845 million) global common stock offering (2006). We represented Nikko Citigroup and UBS, as global bookrunners and lead managers, in a public offering in Japan with a Rule 144A/Reg S offering elsewhere by The Resolution and Collection Corporation of the shares of common stock of Mitsui Trust Holdings, Inc.
- Mori Hills Reit Investment Corporation's ¥70 billion initial public offering (2006). We represented Mizuho Securities and UBS Securities as the lead managers of an initial public offering and TSE listing in Japan of the Mori Hills J-REIT.
- The Bear Stearns Companies' ¥76 billion bond offering (2005). We represented Bear Stearns (Japan), Mitsubishi Securities, Mizuho Securities and Daiwa SMBC in a public offering in Japan of Japanese yen bonds.
- HSBC Finance Corporation's ¥90 billion bond offering (2005). We represented HSBC Securities, Mitsubishi Securities and Mizuho Securities in a public offering in Japan of Japanese yen bonds.
- Jupiter Telecommunications' ¥105 billion ($981 million) common stock offering (2005). We represented Nikko Citigroup as joint global coordinators and joint global bookrunners on Japanese law aspects of the global offering of shares of Jupiter Telecommunications, in its initial listing on the Jasdaq Securities Exchange. 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 ¥105 billion ($981 million). Jupiter is Japan's largest MSO providing cable TV services and telephony services through 20 managed franchises.
- Japan Retail Fund Investment Corporation's ¥47.9 billion ($448 million) follow-on offering (2005). We represented the lead managers, including Nikko Citigroup, in a registered offering in Japan with a 144A/Reg S offering in the United States by Japan Retail Fund, a J-REIT established by Mitsubishi Corporation and UBS. We also represented these underwriters in the company's follow-on public offerings in 2003 and 2004, raising ¥98 billion ($916 million) in total.
- Inpex's ¥159 billion ($1.45 billion) common stock offering (2004). We represented Daiwa Securities, Nikko Citigroup and Nomura Securities, among others, as underwriters on Japanese law aspects of Inpex's global offering of shares, as part of its listing on the Tokyo Stock Exchange. 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 ¥159.8 billion ($1.45 billion).
- Nippon Mining Holdings' ¥74 billion ($675 million) common stock offering (2004). We represented Nikko Citigroup and UBS, as global bookrunners and lead managers, in a registered offering in Japan with a Rule 144A offering in the United States by Nippon Mining of its common stock. Nippon Mining is a diversified holding company overseeing operating companies in the petroleum, non ferrous metals, electronic materials and metal fabrication areas.
- Fields Corporation's ¥20.9 billion ($190 million) common stock offering (2004). We represented HSBC Bank plc, as lead manager, in a Rule 144A/Reg S global follow on offering by Fields Corporation of its common stock. Fields Corporation is Japan's largest independent distributor of pachinko/pachislot machines.
- Nomura Real Estate Office Fund's ¥76 billion ($690 million) follow-on offering (2004). We represented Nomura Securities, as lead underwriter, as to Japanese law aspects of a follow-on offering by Nomura Real Estate Office Fund, a J-REIT established by Nomura and focusing on the acquisition and management of office buildings in Japan. We also represented Nomura in the company's initial TSE listing in 2003, raising ¥21 billion ($190 million).