Dale E. Caldwell

Dale E. Caldwell

Partner

Tokyo, 81 3 3214 6522

Education

University of Arizona (B.A., 1990)
University of Minnesota Law School (J.D., 1994)

Bar Admissions

California
Japan (Gaikokuho-Jimu-Bengoshi)

Dale Caldwell is a partner in the firm’s Finance Department. His practice focuses on a broad variety of sophisticated financing transactions, including: project finance, in which he represents lenders, project sponsors and construction contractors in connection with development and financing of infrastructure projects around the world; and LBO/MBO and other acquisition finance, in which he regularly represents lenders and both strategic and financial buyers. Mr. Caldwell also has substantial experience advising companies on cross-border M&A, joint venture and strategic alliance transactions. Mr. Caldwell previously served as the co-chair of the firm’s Global Finance Department.

SoftBank’s $21.6 billion investment in Sprint
Represented SoftBank in the acquisition financing secured for its $21.6 billion acquisition of a 78% interest in U.S. wireless operator Sprint Nextel. The transaction was the largest announced U.S. M&A transaction of 2012, the largest outbound investment from Asia and the largest U.S. M&A transaction in Japan’s history.
Mitsui’s Brazil Gas Distribution Business Acquisition
Representing Mitsui Gas e Energia do Brasil Ltda in its acquisition of a 49% stake in Petrobras Gás S.A – Gaspetro, a wholly owned subsidiary of Brazilian state-owned oil company Petróleo Brasileiro S.A. – Petrobras, for approximately US$500 million. Gaspetro holds an interest in 19 companies that distribute natural gas under concession agreements with 19 different Brazilian states.
Mitsui’s Brazil Transportation Joint Venture
Represented Mitsui & Co., Ltd. in the formation of a joint venture in Brazil with Odebrecht TransPort S.A. (transportation arm of Brazilian conglomerate Odebrecht S.A.), which will be devoted to developing and operating public-private partnership (PPP) projects in the Brazilian urban mobility transportation market. Mitsui will own 40% of the joint venture company, which will be formed with initial contributions of cash and interests in four transportation projects.
Caserones Copper and Molybdenum Mining Project
Represented SCM Minera Lumina Copper Chile in connection with the $1.4 billion limited recourse project financing for the development of the Caserones Copper and Molybdenum Mining Project in Chile. Minera Lumina is 75% owned by Pan Pacific Copper (which is a joint venture of JX Holdings, Inc. and Mitsui Mining & Smelting Co., Ltd.) and 25% owned by Mitsui & Co., Ltd. The financing consisted of a $1.1 billion senior facility provided by JBIC and a group of commercial banks that received the benefit of a NEXI guaranty, and a $300 million junior facility provided by a group of commercial banks that received a guaranty from JOGMEC.
Sierra Gorda Copper and Molybdenum Mine
Represented Sumitomo Metal Mining Co., Ltd. and Sumitomo Corporation in a $320 million junior facility provided by a group of commercial banks that received the benefit of a JOGMEC guaranty. The junior facility will be used by such entities to provide sponsor funding for the development of a large copper and molybdenum mine under development in the Sierra Gorda district of Chile.
Mexican Power Stations and Pipeline Acquisition
Represented Mitsui & Co., Ltd. and Tokyo Gas Co., Ltd. in their $1.2 billion acquisition of a controlling interest in five gas-fired combined cycle power stations in Mexico with an aggregate total generating capacity of 2,233MW and a related gas pipeline company, and in connection with the financing for such acquisition.
South Texas Nuclear Power Project Units 3 & 4
Represented Toshiba America Nuclear Energy Corporation (TANE) in its role as EPC contractor for the design and construction of a two unit, 2,800 MW Advanced Boiling Water Reactor nuclear power plant at the South Texas Project in Texas.  Also representing TANE in connection with a vendor financing credit facility made available to one of the owners of the new units at the South Texas Project.
Toshiba America Nuclear Energy's $300 million investment in Nuclear Innovations North America
Represented Toshiba America Nuclear Energy Corporation in its $300 million investment in Nuclear Innovation North American LLC, a joint venture with NRG Energy Inc. that was formed to develop nuclear projects in North America.
Pluto LNG Project
Represented Woodside Petroleum Limited in the $1.5 billion financing for this liquefied natural gas project in Australia. Japan Bank for International Cooperation (JBIC) provided a $1 billion tranche, and a syndicate of commercial lenders, lead by The Bank of Tokyo Mitsubishi UFJ, Ltd., provided the remaining $500 million tranche.
Mizuho Corporate Bank LBO Financings
Represented Mizuho Corporate Bank, Ltd., as lead arranger, agent, and lender in several leveraged buy-out acquisition financings, including (l) the 10,000,000,000 (yen) financing for a private equity firm's acquisition of a group of located in Japan, Australia, New Zealand, Singapore and Canada, including the extension of a post-acquisition revolving credit facility and (ii) the $210,000,000 financing provided in connection with two private equity firms' acquisition of a group of companies located in Japan and the U.S. (including post-acquisition revolving credit and letter of credit facilities).
SoftBank’s $21.6 billion investment in Sprint
Represented SoftBank in the acquisition financing secured for its $21.6 billion acquisition of a 78% interest in U.S. wireless operator Sprint Nextel. The transaction was the largest announced U.S. M&A transaction of 2012, the largest outbound investment from Asia and the largest U.S. M&A transaction in Japan’s history.
Mitsui’s Brazil Gas Distribution Business Acquisition
Representing Mitsui Gas e Energia do Brasil Ltda in its acquisition of a 49% stake in Petrobras Gás S.A – Gaspetro, a wholly owned subsidiary of Brazilian state-owned oil company Petróleo Brasileiro S.A. – Petrobras, for approximately US$500 million. Gaspetro holds an interest in 19 companies that distribute natural gas under concession agreements with 19 different Brazilian states.
Mitsui’s Brazil Transportation Joint Venture
Represented Mitsui & Co., Ltd. in the formation of a joint venture in Brazil with Odebrecht TransPort S.A. (transportation arm of Brazilian conglomerate Odebrecht S.A.), which will be devoted to developing and operating public-private partnership (PPP) projects in the Brazilian urban mobility transportation market. Mitsui will own 40% of the joint venture company, which will be formed with initial contributions of cash and interests in four transportation projects.
Caserones Copper and Molybdenum Mining Project
Represented SCM Minera Lumina Copper Chile in connection with the $1.4 billion limited recourse project financing for the development of the Caserones Copper and Molybdenum Mining Project in Chile. Minera Lumina is 75% owned by Pan Pacific Copper (which is a joint venture of JX Holdings, Inc. and Mitsui Mining & Smelting Co., Ltd.) and 25% owned by Mitsui & Co., Ltd. The financing consisted of a $1.1 billion senior facility provided by JBIC and a group of commercial banks that received the benefit of a NEXI guaranty, and a $300 million junior facility provided by a group of commercial banks that received a guaranty from JOGMEC.
Sierra Gorda Copper and Molybdenum Mine
Represented Sumitomo Metal Mining Co., Ltd. and Sumitomo Corporation in a $320 million junior facility provided by a group of commercial banks that received the benefit of a JOGMEC guaranty. The junior facility will be used by such entities to provide sponsor funding for the development of a large copper and molybdenum mine under development in the Sierra Gorda district of Chile.
Mexican Power Stations and Pipeline Acquisition
Represented Mitsui & Co., Ltd. and Tokyo Gas Co., Ltd. in their $1.2 billion acquisition of a controlling interest in five gas-fired combined cycle power stations in Mexico with an aggregate total generating capacity of 2,233MW and a related gas pipeline company, and in connection with the financing for such acquisition.
South Texas Nuclear Power Project Units 3 & 4
Represented Toshiba America Nuclear Energy Corporation (TANE) in its role as EPC contractor for the design and construction of a two unit, 2,800 MW Advanced Boiling Water Reactor nuclear power plant at the South Texas Project in Texas.  Also representing TANE in connection with a vendor financing credit facility made available to one of the owners of the new units at the South Texas Project.
Toshiba America Nuclear Energy's $300 million investment in Nuclear Innovations North America
Represented Toshiba America Nuclear Energy Corporation in its $300 million investment in Nuclear Innovation North American LLC, a joint venture with NRG Energy Inc. that was formed to develop nuclear projects in North America.
Pluto LNG Project
Represented Woodside Petroleum Limited in the $1.5 billion financing for this liquefied natural gas project in Australia. Japan Bank for International Cooperation (JBIC) provided a $1 billion tranche, and a syndicate of commercial lenders, lead by The Bank of Tokyo Mitsubishi UFJ, Ltd., provided the remaining $500 million tranche.
Mizuho Corporate Bank LBO Financings
Represented Mizuho Corporate Bank, Ltd., as lead arranger, agent, and lender in several leveraged buy-out acquisition financings, including (l) the 10,000,000,000 (yen) financing for a private equity firm's acquisition of a group of located in Japan, Australia, New Zealand, Singapore and Canada, including the extension of a post-acquisition revolving credit facility and (ii) the $210,000,000 financing provided in connection with two private equity firms' acquisition of a group of companies located in Japan and the U.S. (including post-acquisition revolving credit and letter of credit facilities).

Dale Caldwell is recommended as a leading lawyer in the following rankings publications:

  • Chambers Global, 2017 Edition: Leading Lawyer in Projects & Energy as well as in Banking & Finance 
  • Chambers Asia Pacific, 2017 Edition: Leading Lawyer in Projects & Energy as well as in Banking & Finance
  • The Legal 500 Asia Pacific, 2017 Edition: Leading Lawyer in Projects & Energy and recommended in Banking & Finance
  • IFLR1000, 2016 Edition: Leading Lawyer in Project Finance as well as in Banking
  • Best Lawyers in Japan: Listed in Project Finance and in Banking and Finance since the 2009 edition
  • The Legal 500 Latin America, 2012 Edition: Recommended in Projects & Energy: International Firms

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