Michael C. Graffagna

Michael C. Graffagna

Partner

Tokyo, 81 3 3214 6522

Education

University of Illinois (B.A., 1984)
Harvard Law School (J.D., 1989)

Practices

Bar Admissions

California
New York
Japan (Gaikokuho-Jimu-Bengoshi)

Michael Graffagna is a partner and a member of the firm’s Project Finance and Development Group, resident in the Tokyo office.  Mr. Graffagna’s practice focuses on three areas:  (1) representing developers/sponsors in the development and financing of infrastructure projects financed on a limited recourse basis; (2) representing developers/sponsors in the acquisition of infrastructure projects financed on a limited recourse basis, as well as the acquisition financing of same; and (3) representing contractors in the construction of infrastructure projects. 

Mr. Graffagna has worked on many different types of projects, including nuclear, gas-fired, geothermal, coal-fired and hydro-electric power plants, mining projects, high speed and light rail, LNG regasification terminals and liquefaction facilities, gas and oil pipelines, oil fields, petrochemical facilities, water-related infrastructure, fiber optic undersea cable projects, cellular networks, and semiconductor fabrication facilities.

Mr. Graffagna has spent a significant portion of his career working in Tokyo, has a good working knowledge of the Japanese language, and his client base primarily consists of Japanese trading companies, utilities, manufacturers, and lending institutions. 

Freeport LNG Liquefaction Facility
Represented Osaka Gas Co., Ltd. and Chubu Electric Power Co., Inc. in the $1.2 billion equity financing and $3.1 billion debt financing for the first liquefaction train of the Freeport LNG facility – the Americas Project Deal of the Year – and in their entry into of a long-term LNG liquefaction tolling agreement for the project.
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.
San Cristobal Mining Project.
Represented Sumitomo Corporation in its purchase, development, financing and operation of Minera San Cristóbal S.A., which owns and operates one of the largest silver, zinc and lead mines in the world, located high in the Andes in Southwestern Bolivia. Sumitomo purchased a portion of its interest in a pre-arranged bankruptcy sale that closed within 71 days of the debtor's bankruptcy filing.
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.
Taiwan High-Speed Rail Project.
Represented 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-billion Taiwan High-Speed Rail Corporation.
Valladolid III IPP Project, Mexico.
Represented the Valladolid III Consortium (Mitsui and Chubu Electric) in the development and financing and ongoing operations of the 525 MW Valladolid III natural gas-fired electrical power facility in Mexico.
KEPCO Ilijan IPP Project, Philippines.
Represented Japan Bank for International Cooperation and Ministry of Economy, Trade, and Industry in financing of $700-million KEPCO Ilijan IPP Project, a 1,200 MW gas-fired combined-cycle power plant under construction in Philippines, and representing BNP Paribas as Administrative Agent for lenders. Transaction named Asian Project Finance Deal of the Year.
El Bajio IPP Project
Represented Tokyo Gas in the purchase of an interest from InterGen in the El Bajio IPP Project in Mexico. This Project is unique in that the Project Company has the ability to directly sell excess capacity to industrial offtakers. We conducted a full-scale due diligence review for the purchaser and negotiated the terms of the acquisition agreement and shareholders' agreement.
Manzanillo LNG Regasification Terminal.
Represented bidder for contract to build, own, and operate 500mcfd LNG regasification terminal to be located in Manzanillo, Mexico.
Freeport LNG Liquefaction Facility
Represented Osaka Gas Co., Ltd. and Chubu Electric Power Co., Inc. in the $1.2 billion equity financing and $3.1 billion debt financing for the first liquefaction train of the Freeport LNG facility – the Americas Project Deal of the Year – and in their entry into of a long-term LNG liquefaction tolling agreement for the project.
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.
San Cristobal Mining Project.
Represented Sumitomo Corporation in its purchase, development, financing and operation of Minera San Cristóbal S.A., which owns and operates one of the largest silver, zinc and lead mines in the world, located high in the Andes in Southwestern Bolivia. Sumitomo purchased a portion of its interest in a pre-arranged bankruptcy sale that closed within 71 days of the debtor's bankruptcy filing.
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.
Taiwan High-Speed Rail Project.
Represented 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-billion Taiwan High-Speed Rail Corporation.
El Bajio IPP Project
Represented Tokyo Gas in the purchase of an interest from InterGen in the El Bajio IPP Project in Mexico. This Project is unique in that the Project Company has the ability to directly sell excess capacity to industrial offtakers. We conducted a full-scale due diligence review for the purchaser and negotiated the terms of the acquisition agreement and shareholders' agreement.
KEPCO Ilijan IPP Project, Philippines.
Represented Japan Bank for International Cooperation and Ministry of Economy, Trade, and Industry in financing of $700-million KEPCO Ilijan IPP Project, a 1,200 MW gas-fired combined-cycle power plant under construction in Philippines, and representing BNP Paribas as Administrative Agent for lenders. Transaction named Asian Project Finance Deal of the Year.
Manzanillo LNG Regasification Terminal.
Represented bidder for contract to build, own, and operate 500mcfd LNG regasification terminal to be located in Manzanillo, Mexico.
Valladolid III IPP Project, Mexico.
Represented the Valladolid III Consortium (Mitsui and Chubu Electric) in the development and financing and ongoing operations of the 525 MW Valladolid III natural gas-fired electrical power facility in Mexico.

Michael Graffagna is ranked as a Leading Lawyer in Japan in Projects and Energy by The Legal 500 Asia Pacific (2017), Chambers Global (2017), Chambers Asia Pacific (2017), IFLR1000 (2016) and Best Lawyers in Japan (2017).

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