Sullivan & Cromwell regularly ranks as the leading law firm for U.S. and non-U.S. securities offerings, and this expertise is mirrored by its well-regarded work in Japan.
 
Recent highlights include representing:
 
  • Japan Post Holdings Co. Ltd. and its subsidiaries, Japan Post Bank Co. Ltd. and Japan Post Insurance Co. Ltd., in the $12 billion triple IPO and listing on the Tokyo Stock Exchange.

    This was the largest IPO in Japan this century and the largest privatization in Japan since Nippon Telegraph & Telephone Corp. in 1987.

    This offering was also awarded “IPO of the Year” by The Asian Lawyer.
     
  • SoftBank Corp. (Japan), in its $4.5 billion multi-tranche senior notes offering pursuant to Reg S.

    This was the largest international bond offering by a Japanese issuer and one of the largest noninvestment-grade bond offerings out of Asia.
     
  • the underwriters to Sony Corporation (Japan), in its $2.4 billion follow-on global offering of common stock.

    This offering was also awarded the grand prize of “Securities Deal of the Year: Equity” by The Asian Lawyer.
     
  • Central Japan Railway Company (JR Central) (Japan), in its $300 million senior notes offering pursuant to Rule 144A/Reg S.
     
  • the underwriters to Recruit Holdings Co. Ltd. (Japan), in its $1.8 billion IPO and Tokyo listing of common stock pursuant to Rule 144A/Reg S.
     
  • Rakuten Inc. (Japan), in its $1.53 billion follow-on offering of common stock, pursuant to Rule 144A/Reg S.
     
  • the underwriters to SUMCO Corp. (Japan), in its $1.2 billion follow-on global offering of common stock, pursuant to Rule 144A/Reg S.
     
  • the underwriters to Dexerials Corp. (Japan), in its $700 million IPO and Tokyo listing pursuant to Rule 144A/Reg S.
     
  • Nippon Prologis REIT Inc. (NPR) (Japan), in its $370.94 million follow-on global offering of its investment units pursuant to Rule 144A/Reg S. S&C also represented NPR in its $1.08 billion IPO and subsequent follow-on global equity offerings.
     
  • Japan Retail Fund Investment (JRF) (Japan), in its $202 million follow-on global offering of investment units. S&C has represented JRF in nine global equity offerings since its IPO in 2002, raising a total of more than $3.3 billion in equity capital.

S&C has advised many of the most significant domestic and cross-border M&A transactions involving Japanese companies. Recent highlights include representations of:
 
  • Tokio Marine Holdings Inc. (Japan), in its $7.5 billion acquisition of HCC Insurance Holdings Inc., a U.S. insurance holding company.
     
  • General Electric Company (U.S.), in its $4.7 billion pending divestiture, through subsidiary GE Ireland USD Holdings Unlimited Company, of GE group’s leasing business in Japan to Sumitomo Mitsui Finance and Leasing Company Limited (Japan).
     
  • Alibaba Group Holding Limited (China), in its joint venture with SoftBank (Japan) and Foxconn Technology Group (Taiwan), under which Alibaba will invest JPY 14.5 billion in SoftBank Robotics Holdings Corp. (Japan).
     
  • Goldman Sachs, as financial adviser to Nikon Corp. (Japan) in its acquisition of Optos Plc (UK) and as financial adviser to Daiichi Sankyo Co. (Japan) in its divestiture of Ranbaxy Laboratories Ltd. (India) to Sun Pharmaceutical Industries Ltd. (India).
     
  • Nippon Steel & Sumitomo Metal Corp. (Japan), in its joint acquisition with ArcelorMittal of ThyssenKrupp Steel USA, in its pending acquisitions of Nisshin Steel Co. Ltd. (Japan) and Tokyo Kohtetsu and in its acquisition of Nippon Steel & Sumikin Texeng (Japan) and Suzuki Metal Industry (Japan).
     
  • Panasonic Corp. (Japan), in its acquisition of Panasonic Information Systems (Japan).
     
  • Sompo Japan Nipponkoa Holdings Inc. (Japan), in its equity method investment in SCOR (France), including an agreement to acquire Patinex AG’s (Switzerland) entire holding in SCOR.