Project Finance | Japan

Morrison & Foerster's Tokyo office is recognized as having one of the leading project finance teams in Japan. Our Tokyo attorneys represent sponsors, lenders and construction contractors in greenfield development projects and M&A transactions. Our Tokyo project finance team is led by three senior attorneys and operates globally across industry sectors but is particularly focused on power, oil & gas, mining, infrastructure development and transportation projects.

Recent project finance transactions on which we have advised include:

  • Mitsui’s Brazil Gas Distribution Business Acquisition. We are 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.

  • Freeport LNG Liquefaction Facility. We represented Osaka Gas Co., Ltd. and Chubu Electric Power Co., Inc. in the debt and equity financing of the Freeport LNG Liquefaction Project – the largest fully non-recourse construction project financing in history. A total of $11 billion debt and equity financing has been committed to development of the first two liquefaction trains of the project, with approximately $4.4 billion in debt financing being provided by Japan Bank for International Cooperation (JBIC) and a club of commercial banks, and $1.2 billion in equity financing being provided by Osaka Gas and Chubu, for the first of the liquefaction trains. We also represented Osaka Gas and Chubu Electric in their entry into a LNG liquefaction tolling agreement for the purchase of 100% of the capacity of one train (4.4 million tons per annum) for 20 years.

  • Caserones Copper and Molybdenum Mining Project. We 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 (Awarded Latin America Deal of the Year 2011 by Project Finance Magazine).

  • Sierra Gorda Copper and Molybdenum Mine. We 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. We represented Mitsui & Co. and Tokyo Gas in their $1.2 billion acquisition of five gas-fired combined cycle power stations in Mexico with an aggregate total generating capacity of 2,233 MW and a related gas pipeline company, and in the related $750 million limited recource financing of the acquisition (Awarded Energy and Natural Resources Deal of the Year by Asian Legal Business Japan Law Awards 2011).

  • Sumitomo Corporation's Investment in Usiminas' Mining Subsidiary. We represented Sumitomo Corporation in its up to $1.9 billion acquisition of a 30% stake in a recently created iron ore unit of Brazilian steelmaker Usiminas Siderurgicas de Minas Gerais.

  • South Texas Nuclear Power Project 3 & 4. We represent Toshiba America Nuclear Energy Corporation (TANE) as EPC contractor for the design and construction of a two unit, 2,800 MW nuclear power plant in Texas. We also are representing TANE in a vendor financing facility provided to one of the project owners.

  • San Cristobal Mining Project. We represented Sumitomo in its purchase, development, financing and operation of Minera San Cristóbal, which owns and operates one of the largest silver, zinc and lead mines in the world, located 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.

  • Pluto LNG Project. We 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.

  • Valladolid III Consortium. We represented the Valladolid III Consortium (Mitsui and Chubu Electric) in the development, financing and ongoing operations of the 525 MW Valladolid III natural gas-fired electrical power facility in Mexico.

  • Taiwan High Speed Rail Project. We represented the Taiwan Shinkansen Consortium, consisting of Mitsui & Co., Ltd., Mitsubishi Corporation, Marubeni Corporation, Sumitomo Corporation, Mitsubishi Heavy Industries, Toshiba Corporation and Kawasaki Heavy Industries, as supplier of the core system and trackworks, maintenance provider and equity participant for the $15 billion Taipei-Kaohsiung High Speed Rail Project. The representation involved analyzing and preparing several responses to the tenders for the core system, trackworks and maintenance contracts and negotiating and closing those contracts and the equity investment agreement.

The Legal 500 Asia Pacific 2017
Projects and Energy: International Firms and Joint Ventures (Band 1)

IFLR1000 2016
Japan: Project Finance

Chambers Asia Pacific 2017
Projects and Energy: International: Japan (Band 2)

Chambers Global 2017
Projects and Energy: International (Band 2)

Here is what they say about us:

"A long-standing name in project finance."
(Chambers Asia Pacific 2013)

"Experienced and good at negotiation, documentation and explanation."
(The Legal 500 Asia Pacific 2013)

"They are the ones we use for deals going to New York."
(IFLR1000 2013)

"The team in Tokyo is particularly well regarded."
(Chambers Global 2012)

"Definitely one of the leading firms in Tokyo for international projects matters."
(Chambers Asia Pacific 2012)

"Morrison & Foerster made waves in the project finance market last year."
(IFLR1000 2011)

" 'It is doing terribly well,' admits a rival."
(IFLR1000 2011)

"Particularly strong links in Latin America."
(Chambers Asia Pacific 2010)

"Strong reputation amongst leading players in the Tokyo market."
(Chambers Asia Pacific 2010)

"A long-standing name in project finance."
(Chambers Asia Pacific 2013)

"All of them are experienced, brilliant, clear, hard-working, quick in response and customer friendly. Team work among them has also been excellent."
(IFLR1000 2013)

"Experienced and good at negotiation, documentation and explanation."
(The Legal 500 Asia Pacific 2013)

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