Global law firm K&L Gates recently represented Japanese carrier Japan Airlines (JAL) in a landmark deal that has the company acquiring 31 of aircraft manufacturer Airbus’ A350 planes, along with options for a further 25 aircraft. This marks JAL’s first-ever order with Airbus, in addition to the largest order for the A350 in 2013.

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Simpson Thacher is representing Kohlberg Kravis & Roberts & Co. L.P. in its acquisition of an interest in Panasonic Healthcare Co., Ltd. of Japan, a subsidiary of Panasonic Corporation.  The transaction was announced on September 27, 2013.  A newly formed holding company will acquire Panasonic Healthcare for an equity value of approximately ¥165 billion (US$1.67 billion).  KKR will have an 80% interest in the holding company and Panasonic Corporation a 20% interest.  The transaction, which is subject to regulatory approvals and other customary closing conditions, is expected to close by the end of March 2014.

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Simpson Thacher is representing Goldman Sachs as financial advisor to Applied Materials, Inc. in connection with its execution of a definitive agreement to combine Applied Materials with Tokyo Electron Limited via an all-stock combination which values the new combined company at approximately $29 billion.  The new company will have a new name, dual headquarters in Tokyo and Santa Clara, a dual listing on the Tokyo Stock Exchange and the NASDAQ, and will be incorporated in The Netherlands.

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The Firm recently represented Sumitomo Mitsui Trust Bank, Limited in connection with a Rule 144A and Regulation S offering of US$500 million aggregate principal amount of Senior Floating Rate Notes due 2016 and US$500 million aggregate principal amount of 2.95% Senior Notes due 2018, guaranteed by its parent company, Sumitomo Mitsui Trust Holdings, Inc. Goldman, Sachs & Co., J.P. Morgan, Citigroup and Daiwa Capital Markets Europe were the joint lead managers for the offering.

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Shearman & Sterling advised Japanese company Mori Seiki Co., Ltd. on its increased shareholding in German machine tool manufacturer Gildemeister Aktiengesellschaft (“Gildemeister”) and the participation in a subsequent capital increase with subscription rights.

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Simpson Thacher recently represented the initial purchasers in connection with the offering of US$2 billion of senior bonds in tranches due 2016, 2018 and 2023 by Japan’s Sumitomo Mitsui Banking Corporation, guaranteed by the bank’s New York branch.  The senior bonds were offered and sold in reliance on the exemption from SEC registration provided in Section 3(a)(2) of the Securities Act.  Goldman Sachs & Co., Citigroup Global Markets Inc., Barclays Bank PLC, Merrill Lynch, Pierce, Fenner and Smith Incorporated and SMBC Nikko Capital Markets Limited were the joint lead managers for the offering.

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Orrick, Herrington & Sutcliffe LLP announced today that Edward “Ted” S. Johnson has joined the firm as a partner in its M&A and Private Equity Practice Group based in the firm’s Tokyo office. A leading corporate and M&A lawyer in Japan, Mr. Johnson was formerly a partner with Paul Hastings where he previously served as Managing Partner of the Tokyo office.

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The firm is representing ANA Holdings Inc. in connection with the $139.5 million (approximately JPY 13.7 billion) acquisition of Pan Am Holdings, Inc. (“Pan AM”) and its subsidiaries, including Pan Am International Flight Academy, Inc., from American Capital, Ltd. (“ACAS”), affiliates of ACAS and other Pan Am shareholders. The transaction, which is subject to customary closing conditions, including regulatory approvals, is expected to close by the end of 2013.

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The Firm recently represented Dentsu Inc. in connection with its offering of 35 million shares of common stock, which included an international offering to institutional investors pursuant to Rule 144A and Regulation S. The offering raised approximately ¥121,886 million.

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The Tokyo office of the Firm recently represented the initial purchasers, led by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. in an offering of $500,000,000 2.100% Senior Notes due 2018 by Japan Tobacco Inc.  The notes were sold to international investors outside of Japan in reliance on Rule 144A and Regulation S. The notes are listed on the Singapore Stock Exchange.

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