Naoaki Eguchi is head of the Firm’s Banking & Finance Practice Group in Tokyo, and is a member of the Asia Pacific Banking & Finance Group steering committee. He has been recognized for his work on Goldman Sachs’ TOB of Universal Studios Japan, which was named the Debt Market Deal of the Year at the 2010 ALB Law Awards and on Fukushima Soma LNG power project finance of 1180 MW with USD 1.2 billon, which was named the Projects, Energy and Infrastructure Deal of the Year at the 2018 ALB Law Award. He has been a member of the Japan Wind Power Association since 2006 and has been serving as a member of Offshore Wind Power Task Force of the Association since 2017. Naoaki has advised many foreign companies investing in Japan, especially renewable companies these days. He is a member of Japan Biomass Power Association.
Naoaki focuses his practice on project finance, infrastructure PPP, PFI and acquisition finance — including MBO, TOB and LBO. His practice also covers finance with export credit agencies such as JBIC and NEXI, real estate finance, limited recourse loans, distressed loan transactions, structured finance and securitization. He has significant experience representing Japanese and foreign financial institutions and sponsors.
Representative Clients, Cases or Matters
Solar Power M&A and Secondary Sales
- Acting for Marubeni on its sales of 82 MW solar power station in Oita, Kyushu, Japan at USD 400 million in 2017. We also acted for Marubeni for their green field project finance of this Oita solar power station in 2013 where Mizuho Bank provided finance.
- Acting for Gunkul Engineering Public Company Limited for their purchase of development right of 38 MW Miyagi solar power station from a Japanese developer in 2017.
- Acting for a New York Stock Exchange listed Yield Co to purchase a 3 MW solar power station and a 6 MW solar power station from a foreign developer in 2015.
- Acting for Etrion to purchase development rights for solar power station in Mito Ibaraki, Shizukuishi Iwate, Aomori and Komatsu Ishikawa, Niigata, Kumamoto, Yokkaichi Mie and Utsunomiya Tochigi Prefecture from Japanese developers from 2012 to 2017.
- Acting for Trina Solar Japan to purchase development rights from a Japanese developer on Ishinomaki Solar Power (14 MW).
- Acting for Sunpower/TOTAL to purchase development rights from a Japanese developer on Nanao Solar Power (27 MW) in Ishikawa Prefecture in Japan.
Solar Power Project Finance Closed in 2013:
- Acting for Marubeni in connection with its 82 MW solar power project located in Oita City, financed by Mizuho Corporate Bank (“Mizuho”) on a project finance basis (limited recourse).
- Acting for SoftBank/Mitsui in connection with their 43 MW solar power project located in Yonago, Tottori Prefecture, financed by Mizuho on a project finance basis (limited recourse).
- Acting for Recycle One in connection with its 40 MW solar power project located in Futtsu, Chiba Prefecture, financed by Mizuho on a project finance basis (limited recourse).
- Acting for Shinsei Bank in connection with its financing of five solar power projects (with a total capacity of 5.5 MW) located in Kushiro, Hokkaido and sponsored by JAG Co., Ltd. This project is noteworthy for its bundling of five projects into a TK-GK structure and financing on a full non-recourse project finance basis – the first of its kind in the Japanese solar market. Please refer to the attache d Press Release for further details.
- Acting for Sumitomo Corporation in connection with a 13 MW solar power project located in Tomakomai, Hokkaido, a 23 MW solar power project located in Saijo, Ehime Prefecture and a 13 MW solar power project located in Kitakyushu, Fukuoka Prefecture. All of these projects were financed by Sumitomo Mitsui Banking Corporation on a project finance basis (limited recourse).
- Acting for Sumitomo Mitsui Trust Banking on its limited recourse financing of an 8 MW solar project in Ashikita, Kumamoto Prefecture.
Closed in 2014:
- Acting for SoftBank/Mitsui on the limited recourse financing of its 111 MW solar project located in Tomato, Hokkaido.
- Acting for Marubeni on the limited recourse financing of its 49 MW solar project located in Kisomisaki, Aichi Prefecture.
- Acting for SoftBank/Mitsui on the limited recourse financing of its 19.6 MW solar project located in Izumi Otsu, Osaka Prefecture.
- Acting for SoftBank/Mitsui on the limited recourse financing of their 22.4 MW solar project located in Arao, Kumamoto Prefecture.
- Acting for SoftBank/Mitsui on the limited recourse financing of their 19.6 MW solar project, located in Miike, Fukuoka Prefecture.
- Acting for Sumitomo Mitsui Banking Corporation on their limited recourse financing of various roof top solar projects totaling 200 MW, sponsored by Mitsubishi Corporation and JA.
- Acting for Gestamp for their financing about US$ 110 million from Deutsche Bank for 31.6 MW solar power project in Daigo city Ibaraki Prefecture.
- Acting for Pacifico Energy for their financing about US$ 105 million from The Bank of Tokyo Mitsubishi UFJ for 32 MW solar power project in Kumenan Okayama prefecture.
- Acting for Pacifico Energy for their financing from syndicated banks led by The Bank of Tokyo Mitsubishi UFJ for 96.2 MW solar power project in Hosoe Miyazaki Prefecture.
- Acting for a NY Stock Exchange listed Yield Co for their due diligence of solar power assets (6 MW and 3 MW) in Japan and negotiation of share purchase agreement.
- Acting for Credit Agricole Corporate Investment Bank for their financing for a 31.2 MW solar power project in Gunma Prefecture sponsored by T-Solar.
- Acting for several foreign purchasers for their acquisition of solar power assets in Japan.
Closed in 2016:
- Acting for Total and SunPower for their financing by the Sumitomo Mitsui Banking Corporation for a 20 MWp solar power project in Nanao, Ishikawa Prefecture.
- Acting for Norddeutsche Landesbank Girozentrale for their financing for a 10.3 MWp solar power project in Date, Hokkaido.
- Acting for Sonnedix for their financing by Shinsei Bank for a 30 MWp solar power project in Miyako, Iwate Prefecture.
- Acting for Etrion for their financing by Sumitomo Mitsui Trust Bank, Limited for a 9.5 MWp solar power project in Misawa, Aomori Prefecture.
Closed in 2017:
- Acting for Etrion for their financing by Sumitomo Mitsui Trust Bank, Limited for a 13 MWp solar power project in Komatsu Ishikawa Prefecture.
- Acting for an European developer for their project financing of 18 MW solar power station in Miyako Iwate Prefecture.
Wind Power Generation
- Acting for lenders and developers on project finance for various wind power projects in Japan, including Horonobe and Sarakitomanai, Hokkaido; Hibikinada, Kitakyushu; Rokkasho, Aomori; Misaki, Ehime; Hachiryu, Akita; and Wajima, Ishikawa under the RPS scheme in total more than 150 MW and currently working more than 9 wind power project in total more than 120 MW under the feed in tariff scheme. We drafted and reviewed various types of documentation related to these projects, such as surface rights agreements, EPC contracts, O&M contracts, power purchase agreements, financing agreements and collateral agreements.
- Acting for an acquirer on the share transfer agreements for several wind power projects.
- Acting for a lender on a financial restructuring of a wind power project.
- Acting for a sponsor with regards to the purchase and development of a new wind power plant and assisting with the project financing for the power plant.
- Acting for a sponsor on their off-shore wind power project.
Hydroelectric Power Generation
- Acting for Sumitomo Trust and Banking as the lender, in relation to the acquisition of the Akashiba Water Power Plant, a hydroelectric power station, owned by Covalent Materials Corporation. We drafted a variety of agreements related to the acquisition, including the purchase agreement and loan and collateral agreements. We also performed due diligence on behalf of the client.
- Acting for Tokyo Star Bank in relation to due diligence for JEN Holdings’ acquisition of a hydroelectric power plant.
Biomass Power Generation
- Acting for the Bank of Tokyo Mitsubishi UFJ and Gunma Bank, a regional bank, on structuring and reviewing project contracts to draft loan and collateral agreements in relation to Agatsuma Bio Power’s biomass power plant in Gunma prefecture.
- Acting for United, Renova and Kuniumi for their 20 MW wood chip biomass power plant in Mukaihama Akita city with project finance from Shinsei Bank and Hokuto Bank.
- Acting for a sponsor on their biomass power (110 MW) project finance in Japan using imported wood pellet material.
- Acting for Sumitomo Trust Bank on its project financing of Bio Ethanol Japan`s construction of a biomass power plant.
- Acting for a lender on a PFI project in relation to a biomass processing plant in Toyama prefecture.
- Acting for BTMU, DBJ, Mizuho Bank and SMBC on a project finance arrangement for Integrated coal Gasification Combined Cycle (IGCC) power plant of 540 MW x 2 with USD 2.6 billion in 2017.
- Acting for Japan Petroleum Exploration, Mitsui & Co, Osaka Gas and Mitsubishi Gas Chemical and Hokkaido Electric Power Co on development and project financing of natural gas-fired power generation project of 590 MW x 2 with USD 1.2 billion finance in 2017.
- Acting for syndicated lenders on the reviewing project agreements and drafting of finance contracts for a IPP project in Yokosuka (239 MW) and TOA OIL’s IPP project (274 MW).
- Acting for syndicated lenders for their financing to MCM Energy Service Co., Ltd, which provide power (127.5 MW) and steam (530t/h) to Mazda car factory in Hiroshima.
- Acting for a developer on a PFI in relation to waste power generating facilities in Japan, including Fukuoka Clean Energy’s project and an RD F power generation project in Fukuyama.
- Represented Nomura Securities in its USD230 million mezzanine financing to an acquisition company incorporated by Marubeni Corporation and Tokyo Electric Power Corporation to purchase Mirant Power Plants in the Philippines for USD3.6 billion.
- Acted for BNP Paribas in its syndicated loan of USD300 million to the Ministry of Finance in Vietnam, insured by NEXI. The loan will be used for building the first oil refinery in Vietnam.
- Acted for the syndicated lenders in their acquisition financing of USD750 million to Goldman Sachs to acquire Universal Studios Japan through TOB.
- Advised a lender and drafted financing documents and securities agreements concerning the trade financing of USD50 million to a Kazakhstan uranium company, insured by NEXI.
- Advised arranger banks for syndicated loans and security packages valued at USD1 billion in project finance for the House of Representatives and House of Councilors office buildings PFI projects, USD250 million in project finance for the Tokyo Haneda International Airport Apron PFI project and acting for a sponsor on Haneda International Airport Cargo terminal PFI, and USD117 million in project finance for the Mine Prison PFI project. Acting for the Finnish government for their embassy PPP project in Tokyo.
- Acted for lenders, national and local governments, and project sponsors in more than 200 PFI deals, including the financing of Sendai Airport PPP, Kansai Airport PPP, Fukuoka Airport PPP and Aichi Toll Road PPP, the No. 3 Government office, 7 hospital PPP (Kochi, Yao, Ehime, Kanagawa Cancer Centre, Matsuzawa, Tsukuba University, Komagome), Tokyo University Earthquake Research Centre, Chita and Toyota Water Facilities, Enoshima Aquarium, the No. 3 Government office, a mine prison, the Embassy of Egypt, and the Embassy of Finland etc.
Publications, Presentations and Articles
- Co-author, “Japan Chapter,” Seventh edition of the Project Finance volume of Getting the Deal Through (PDF※), Law Business Research Ltd., August 2013
- Co-author, “World Legal & Business Guide No.7 Mexico” , Business Law Journal, LexisNexis, October 2011
- Co-author, “The Business of Wind Farms: What you need to know when entering the Japanese market,” Journal of Wind Energy, JWEA Vol.36 No.2 (Serial No.102), Japan Wind Energy Association, August 2012
- Co-author, “World Legal & Business Guide No.4 Brazil” , Business Law Journal, LexisNexis, July 2011
- Co-author, “World Legal & Business Guide No.3 The United Kingdom of Great Britain and Northern Ireland” , Business Law Journal, LexisNexis, June 2011
- “Japanese PFI/PPP entering a new stage,” Euromoney, 2008.
- “Acquisition finance thrives in Japan,” IFLR, 2007.
- “Amended PFI Law and Real Estate Development,” Real Estate Management Journal, November 2005.
- “Future Receivable Assignment and Tax Levy,” Kinyu Homu Jijyo (Financial Legal Magazine), May 2005.
- “Effective security packages bring project finance surge,” International Financial Law Review (“IFLR” ), 2005.
- “Project Finance to PFI – Credit of Local Government,” Kinyu Homu Jijyou, September 2003.
- “Legal Aspects and Projects of Japanese PFI,” Kigyo Hougaku (Company Law) Shoji Homu, 2003.
- “Legislative Agenda for Project Finance in Japan,” Jurist, January 2003.
- “Recent Legal Issues on Project Finance in Japan,” Kinyu Homu Jijou, June 2002.
- “Legal Issues on PFI,” Chiiki Kaihatsu (Regional Development), August 2002.
- “New Supreme Court Judgment on Security Interest on Future Cash Flow,” Ginko Homu 21 (Bank Legal 21), January 2002.
- “Legal Aspects of MBO Finance in Japan,” Kinyu Houmu Jijou, October 2001.
- “Japanese Securitization – May 2000 Amendments to the SPC Law,” IFLR, June 2000.
- “Japan Offers Debtors and Creditors Greater Options,” IFLR, April 1998.
- “Project Finance in Asia,” Overseas Construction Association of Japan, Inc., August 1996.
- “Indonesia,” a chapter in Asian Business Legal Guide, Nikkei BP, 1996.
- Securities Interest Handbook for Foreign Banks and Financial Institutions, Tokyo Aoyama Law Office, 1995.
- Presenter, “Overseas Infrastructure PPP,” Nikkei Seminar, September 2010.
Professional Association and Memberships
- Tokyo Bar Association – Member
- Ministry of Land, Infrastructure, Transport and Tourism – Airport Operation Reform Committee Member (2001-)
- Cabinet Office, Government of Japan – PFI Promotion Committee Member (2010-)
Mr. Eguchi has been named a winner of “Debt Market Deal of the Year,” for the matter of Goldman Sachs’s TOB of Universal Studios Japan, in 2010 ALB Law Awards.
London University (LL.M. International Business Law) (1992)
Hitotsubashi University (LL.B.) (1986)
Mr. Eguchi is fluent in Japanese and English.
※Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Project Finance 2014, (published in August, 2013; contributing editor: Phillip Fletcher, Milbank, Tweed, Hadley & McCloy LLP). For further information please visit www.GettingTheDealThrough.com.