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    Tokyo

    Sullivan & Cromwell LLP
    Otemachi First Square East Tower 17F
    5-1, Otemachi 1-chome
    Chiyoda-ku, Tokyo 100-0004, Japan
    T: +81-3-3213-6140
    F: +81-3-3213-6470
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    Sullivan & Cromwell was one of the first U.S. law firms to open a Tokyo office in 1987, promptly after Japan allowed non-Japanese lawyers to establish offices there. Through the years, the office has expanded as S&C’s Asia practice has grown.

    The Firm has worked on a number of prominent transactions involving major Japanese corporations, including registered U.S. public offerings and Rule 144A/Regulation S offerings from Japan. S&C is also a perennial leader in Japanese domestic and cross-border mergers and acquisitions.

    In addition, the Tokyo office is active in financial regulatory, litigation/investigation, project finance and FCPA and other compliance matters.

    Spotlight

    S&C Advises Takeda in $3 Billion Senior Notes Offering and Concurrent $1.5 Billion Tender Offers

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    Keiji Hatano Recognized in Asia Business Law Journal’s A-List of Japan's Top Lawyers for the Third Consecutive Year

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    Asian Legal Business Recognizes S&C as ‘Capital Markets Law Firm of the Year’ at Japan Law Awards

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    Three S&C Matters Recognized at DealWatch Awards in Japan’s Capital Markets

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    Arm’s Nasdaq IPO Wins ‘Securities Deal of the Year: Equity’ at Asia Legal Awards

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    Experience

    Capital Markets

    • The underwriters in Activia Properties’ $212.5 million global equity offering in 2021 and $287.1 million global equity offering in 2018
    • The underwriters in ARUHI’s $240.2 million global equity offering in 2019
    • The underwriters in GLP J-REIT’s $534 million global equity offering and $199 million global equity offering in 2020, $416 million global equity offering and $563 million global equity offering in 2018
    • Honda Motor in its $2.75 billion global green notes offering in 2022

    • Industrial & Infrastructure Fund in its $324 million global equity offering in 2024, $123 million global equity offering in 2019 and $124 million global equity offering in 2018
    • Integral Corporation in its $140.1 million global IPO in 2023
    • Japan Post Bank in its $9.2 billion global equity offering in 2023
    • Japan Post Holdings in its $7.4 billion global equity offering in 2021
    • Japan Post Insurance in its $2.9 billion global equity offering in 2019
    • The underwriters in Mitsui Fudosan’s $300 million senior unsecured notes offering in 2022, $300 million senior notes offering in 2019 and $300 million senior notes offering in 2018
    • Nippon Prologis REIT in its $298.4 million global equity offering in 2020, $325.6 million global equity offering in 2019 and $258.3 million global equity offering in 2018
    • Nippon Steel Corporation in its ¥300.0 billion zero coupon convertible bonds offering in 2021
    • Nomura Holdings in its $2.0 billion global TLAC notes offering in 2024, $1.5 billion global TLAC notes offering and $1.9 billion global TLAC notes offering in 2023, $1.9 billion global TLAC notes offering and $2.5 billion global TLAC notes offering in 2022, $3.25 billion global TLAC notes offering in 2021 and $2.5 billion global TLAC notes offering and $3.0 billion global TLAC notes offering in 2020
    • The underwriters in Nomura Real Estate Master Fund’s $303.7 million global equity offering in 2019
    • The underwriters in Rakuten’s €1 billion undated subordinated hybrid notes offering and $1.75 billion multi-tranche undated subordinated hybrid notes offering in 2021 and $800 million senior notes offering in 2019
    • Rakuten Bank in its $666.7 million global IPO in 2023
    • Rakuten Group in its ¥50.0 billion senior notes private placement, $2.0 billion senior notes offering and $1.8 billion senior notes offering in 2024 and tender offers to purchase up to $1 billion aggregate principal amount of certain of its outstanding securities in 2024, $1.9 billion global equity offering in 2023, $450 million “tap” senior notes offering in 2023 and $500 million senior notes offering in 2022
    • The underwriters in Renesas Electronics’ $2.6 billion global equity offering in 2018
    • The underwriters in Recruit Holdings’ $3.3 billion global equity offering in 2019
    • The underwriters in Sekisui House REIT’s $371.3 million global equity offering in 2019
    • The underwriters in Skylark Holdings’ $369.2 million global equity offering in 2021
    • SoftBank Corp. in its ¥120 billion issuance of Series 1 Bond-Type Class Shares in 2023. S&C also represented SoftBank Corp. and SoftBank Group Corp. in SoftBank Corp.’s $11.8 billion global equity offering in 2020 and $23.55 billion global IPO in 2018
      The SoftBank Corp. IPO was the largest IPO in Japan of all time and the second largest IPO ever globally at the time. Named “Technology, Media and Telecommunications Deal of the Year” and “Equity Deal of the Year” by the Asian Legal Business.
    • SoftBank Group Corp. in Arm Holdings’ $5.2 billion IPO in 2023
    • The underwriters in SUMCO CORPORATION’s $1.1 billion global equity offering in 2021
    • Takeda Pharmaceutical in its €3.6 billion global notes offering and $7.0 billion global notes offering in 2020 and €7.5 billion global notes offering and $5.5 billion global notes offering in 2018
      The 2018 dollar-denominated notes offering was the largest dollar-denominated bond offering by a Japanese issuer in history and the 2018 euro-denominated notes offering was the largest debut euro-denominated unsecured bond offering in history. The offerings were named “Debt Market Deal of the Year” by the Asian Legal Business.
    • The underwriters in WingArc1st’s $154.8 million global IPO in 2021

    M&A

    • Aoki Shoten in its acquisition of Aoki Super in 2024
    • Goldman Sachs Japan in its acquisition of Nihon Housing in 2024
    • Honda Motor (Japan) in acquisition of Yachiyo Industry and partial sale to SMRC Automotive Holdings in 2024 and its acquisitions of Keihin (Japan), Showa (Japan) and Nissin Kogyo (Japan) and their combination with Hitachi Automotive Systems (Japan) to establish a joint venture with Hitachi (Japan) in 2020
    • ITOCHU (Japan) in its acquisition of additional shares of Descente (Japan) in 2019
      The first successful hostile tender in Japan involving major public companies
    • J. Front Retailing (Japan) in its acquisition of Parco (Japan) in 2020
    • Lazard in its capacity as financial advisor to Showa Shell (Japan) in its business combination with Idemitsu Kosan (Japan) in 2019
    • The Longreach Group (Japan) in its acquisition of Japan Systems (Japan) in 2021
    • Marubeni (Japan) in its lease financing joint venture with IBJ Leasing (Japan) in 2019
    • Mitsubishi UFJ Financial Group (Japan) in its divestiture of MUFG Union Bank (U.S.) to U.S. Bancorp in 2022
    • Mitsui O.S.K. Lines (Japan) in its acquisition of DAIBIRU CORPORATION (Japan) in 2022 and in its acquisition of Utoc Corporation (Japan) in 2022
    • MUFG Bank, Ltd. (Japan) in its $936 million acquisition of additional shares of U.S. Bancorp in 2023
    • Nippon Express (Japan) in its establishment of a holding company in 2022
    • Nippon Steel (Japan) in its acquisition of Nippon Steel Trading (Japan) announced in 2022 and in its acquisition of Nisshin Steel (Japan) in 2019
    • Polaris Capital Group (Japan) in its acquisition of Space Value Holdings (Japan) in 2022
    • Recruit Holdings (Japan) in its acquisition of Glassdoor (U.S.) in 2018
    • SBI Holdings in its acquisition of SBI Shinsei Bank in 2023
    • Sumitomo Pharma (Japan) and Sumitovant Biopharma (U.S.) in their “going-private” acquisition of Myovant Sciences (Bermuda) in 2023
    • Takara Leben (Japan) in its establishment of a holding company
    • Takeda Pharmaceutical (Japan) in its acquisition of Shire (Ireland) in 2018
      The biggest-ever acquisition of a foreign firm by a Japanese company
    • Tokio Marine Holdings (Japan) in its divestiture of Tokio Millennium Re AG (Switzerland) and Tokio Millennium Re (U.K.) Limited to RenaissanceRe Holdings (Bermuda) in 2019
    • Toyo Construction in its dealing with Yamauchi Family Office in 2023

    Rankings and Recognitions

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    News

    Office Contacts

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