Naoaki Eguchi
Naoaki focuses his practice in the areas of project finance, PFI, acquisition finance (MBO/ TOB/ LBO), finance with Export Credit Agencies, securitization, real estate finance, limited recourse loans and NPL transactions.
Naoaki has extensive experience representing Japanese and foreign banks, investment banks and other financial institutions, sponsors and originators. He has been actively involved in implementing foreign financial techniques into the Japanese legal environment.
Overseas
  • Represented Nomura Securities on their mezzanine finance US$ 230 million to an acquisition company incorporated by Marubeni Corporation and Tokyo Electric Power Corporation to purchase Mirant Power Plants in Philippine at US$3.6 billion. JBIC, SMBC and MHCB provided senior loan of US$ 2.7 billion.

  • Acting for BNP Paribas for their syndicated loan of US$300 million to the Ministry of Finance of Vietnam insured by NEXI. The loan will be used for building the first oil refinery in Vietnam.

  • Acting for Mizuho Corporate Bank for their finance of US$60 million to Kazatomprom in Kazakhstan insured by NEXI. The loan will be used for the expansion of capacity for a uraniumdeposit.

  • Advised a lender concerning the project finance of US$130 million to Oman oil company.

  • Worked on a restructuring project finance deal in Indonesia worth US$31 million.

  • Worked on a telecom project finance deal in the Philippines involving JEXIM two-step loans valued at US$90 million.

  • Advised a lender on NEXI insurance, concerning the project finance of US$380 million to a Thai steel company, the project finance of US$65 million to a South African company for an aluminum project, and the project finance of US$600 million to a Venezuelan oil company.

  • Advised a lender and drafted financing documents and securities agreements concerning the trade finance of US$50 million to a Kazakhstan uranium company, insured by NEXI..
Japan
  • Acted on behalf of arranger banks as the lead lawyer for a syndicated loan and securities package valued at US$1 billion in project finance for Universal Studios theme park project in Osaka. This transaction was selected as the "Asian Real Estate Deal of the Year" by Euromoney magazine in 1999.

  • Acted on behalf of arranger banks for a syndicated loan and securities package valued at US$565 million in refinance for Universal Studios theme park project in Osaka and negotiated with Goldman Sachs (US$173 million) and Development Bank of Japan (US$143 million), who were preferred share new investors in 2005.

  • Advised arranger banks for a syndicated loan and security package valued at US$313 million in project finance for Fukuoka Clean Energyfs incinerator project. This transaction was selected as the gAsia Pacific Deal of the Year for Japanese Municipal Financeh by Euromoney magazine in 2003.

  • Advised arranger banks for syndicated loans and security packages valued at US$1 billion in project finance for the House of Representatives and House of Councilors office buildings PFI projects, US$250 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 US$117 million in project finance for the Mine Prison PFI project. Acting for Finnish government for their embassy PPP project in Tokyo. Acting for lenders for their finance of Japanese embassy in Egypt. Acting for the Japanese government for their Kudan #3 government office building PFI.

  • Acted for lenders, national and local governments, and project sponsors in more than 130 PFI deals.

  • Advised a lender concerning the project finance of US$150 million with an equity kicker to an information technology (IT) company.

  • Advised a lender concerning the TOB finance of US$53 million to an acquisition SPC.

  • Advised syndicated lenders concerning the LBO finance of US$320 million with domestic and overseas security packages to a life science company.

  • Advised a senior lender concerning an MBO finance transaction valued at US$80 million.

  • Advised a lender concerning an MBO finance transaction valued at US$100 million to an IT company.

  • Advised a sponsor regarding an LNG plant's EPC contract for project financing of US$800 million.

  • Advised a senior lender concerning the project finance of US$95 million for an incinerator project.

  • Advised borrowers on loan and security agreements for project finance deals valued at US$83 million and US$350 million, respectively, in IT equipment.

  • Advised a lender concerning its US$200 million oil power IPP project.

  • Advised lenders and borrowers in wind power plant projects at respective values of US$28 million, US$24 million and US$30 million.

  • Advised lenders regarding EPC contracts, finance documentation, and security packages for an RDF incinerator project financing deal valued at US$76 million.

  • Acted for an originator, a major real estate company in Japan, on their SPC borrowing of US$582 million to develop the Otemachi area in Tokyo.

  • Advised an originator on an office building project finance deal with a TMK structure of US$250 million and a developer of residential buildings on limited recourse financing of US$130 million.

  • Represented an originator on a J-Reit transaction of US$300 million.

  • Represented US and European investment banks and financial institutions on over 50 bulk loan sales transactions representing a face value of US$10 billion since the NPL Tokyo market opened in 1997.

  • Conducted loan and receivable asset securitization programs for a European bank and a US originator.

  • Advised an Internet provider regarding the online sale of loans, insurance and financial products.
Naoaki has organized and participated in various seminars and written many articles, including:

  • gJapanese PFI/PPP entering a new stageh Euromoney 2008
  • gAcquisition finance thrives in Japanh IFLR 2007
  • gAmended PFI Law and Real Estate Developmenth Real Estate Management Journal, November 2005.
  • gFuture Receivable Assignment and Tax Levyh Kinyu Homu Jijyo (Financial Legal Magazine), May 2005.
  • gEffective security packages bring project finance surgeh International Financial Law Review (gIFLRh) 2005.
  • gProject Finance to PFI - Credit of Local Governmenth Kinyu Homu Jijyou, September 2003.
  • gLegal Aspects and Projects of Japanese PFIhKigyo Hougaku (Company Law) Shoji Homu 2003.
  • gLegislative Agenda for Project Finance in JapanhJurist, January 2003.
  • gRecent Legal Issues on Project Finance in JapanhKinyu Homu Jijou, June 2002.
  • gLegal Issues on PFIh Chiiki Kaihatsu (Regional Development), August 2002.
  • gNew Supreme Court Judgment on Security Interest on Future Cash Flowh Ginko Homu 21 (Bank Legal 21), January 2002.
  • gLegal Aspects of MBO Finance in JapanhKinyu Houmu Jijou, October 2001.
  • gJapanese Securitization - May 2000 Amendments to the SPC Lawh IFLR, June 2000.
  • gJapan Offers Debtors and Creditors Greater Optionsh IFLR, April 1998.
  • gProject Finance in AsiahOverseas Construction Association of Japan, Inc., August 1996.
  • gIndonesiah a chapter in Asian Business Legal Guide, Nikkei BP, 1996.
  • gJapanese Export Credit Agenciesh (Baker & McKenzie Seminar in Singapore, August 1996).
  • "Securities Interest Handbook for Foreign Banks and Financial Institutions", Tokyo Aoyama Law Office, 1995.
  • Naoaki graduated from Hitotsubashi University in Tokyo, Faculty of Law in 1986 and from London University (University College London) in 1992 with an LL.M. in International Business Law. He was admitted as a lawyer (bengoshi) in Japan in 1988.
    He is a member of the Tokyo Bar Association.
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