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. Offerings on which we have advised in 2012 and 2013 include:
- GLP J-REIT’s ¥22.2 billion global follow-on offering (2013). We were U.S. counsel to GLP J-REIT and its asset manager, GLP Japan Advisors Inc. in its follow-on offering in Japan with a concurrent international offering. The offering outside the U.S. was made in reliance on Regulation S and the offering in the U.S. was made in reliance on Rule 144A. GLP Japan Advisors Inc., which is listed on the Singapore Stock Exchange, is Asia’s largest industrial and logistics infrastructure provider.
- Sumitomo Life Insurance Company (“Sumitomo Life”), a Japanese mutual company, approximately $2 billion global offering (2013). We represented the initial purchasers, led by J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives, on a global offering of $2 billion 6.50% hybrid debt securities by Sumitomo Life to institutional investors outside Japan. The offering outside the U.S. 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 U.S. law as counsel to the initial purchasers. Sumitomo Life is one of the largest private life insurance companies in Japan offering a wide range of products, including individual and group life insurance and annuities and other insurance products.
- Olympus Corporation (“Olympus”), a Japanese joint stock corporation, approximately $4 billion global offering (2013). We represented SMBC Nikko Capital Markets Limited, UBS Limited and Morgan Stanley & Co. International plc, as managers on a global offering of shares of common stock by Olympus to institutional investors outside Japan. The offering outside the U.S. 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 U.S. law as counsel to the managers. Olympus’ business focuses on medical and surgical products, particularly in the gastrointestinal endoscope area, as well as life science, industrial microscope and imaging products.
- 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.
- Nomura Real Estate Master Fund, Inc. (“NREMF”), a Japan Real Estate Investment Trust’s (“J-REIT”) approximately ¥161 billion global offering (2013). We were U.S. counsel to NREMF and its sponsor Nomura Real Estate Holdings in NREMF’s IPO in Japan with a concurrent international offering outside of the U.S. under Regulations S and in the U.S. in reliance on Rule 144A. NREMF, which is listed on the Tokyo Stock Exchange, invests in a balanced portfolio of logistics facilities and retail properties primarily in greater Tokyo.
- 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.