ToruYamada

Of Counsel

Tokyo + 81.3.6800.1815

Toru Yamada has more than 25 years of experience advising companies, particularly pharmaceutical companies, tire manufacturers, securities firms, private equity firms, asset management firms, and financial advisers. His areas of practice include M&A, joint ventures, structured finance, securities regulations, fund formations, real estate securitizations, labor, corporate restructurings, and corporate counseling.

Toru served as the lead counsel in acquisition transactions of various listed and nonlisted companies in Japan. He also served as the lead counsel in a number of real estate securitization transactions and fund formations.

Toru is a member of the Dai-Ichi Tokyo Bar Association, the New York State Bar Association, the American Bar Association, the Japanese American Society for Legal Studies, the Trust Companies Association of Japan, among others. He is an editorial supervisor of "Complete Corporate Internal Rules" and "Complete Corporate Officers Rules" and a coauthor of "Limited Liability Partnership: Law and Registration." He has recently authored articles in Japanese periodicals about labor and equity finance.

Experience

  • Cleveland-Cliffs completes offers to exchange 6.375% Senior Notes and 7.00% Senior Notes issued by AK Steel CorporationJones Day represented Cleveland-Cliffs Inc. (“Cliffs”), a large vertically integrated producer of differentiated iron ore and steel in North America, in connection with its offers to exchange any and all 6.375% Senior Notes due 2025 and 7.00% Senior Notes due 2027 issued by AK Steel Corporation for the same aggregate principal amount of new notes issued by Cliffs’.
  • Cleveland-Cliffs issues $725 million of 6.75% Senior Secured NotesJones Day represented Cleveland-Cliffs Inc. ("Cliffs"), a large vertically integrated producer of differentiated iron ore and steel in North America, in connection with an offering of $725 million aggregate principal amount of 6.75% Senior Secured Notes due 2026.
  • Sumitomo Heavy Industries invests $46 million into Highview PowerJones Day advised Sumitomo Heavy Industries, Ltd., a technology leader in industrial machinery and environmental and power technologies, in its $46 million investment into Highview Power, a global leader in long-duration energy storage solutions.
  • Sumitomo Heavy Industries acquires InvertekJones Day advised Sumitomo Heavy Industries, Ltd. in the acquisition of the entire issued share capital of Invertek Drives Ltd.
  • Cabot acquires NSCC Carbon (Jiangsu) Co., Ltd. carbon black plant in ChinaJones Day advised Cabot Corporation in its acquisition of NSCC Carbon (Jiangsu) Co., Ltd. from Nippon Steel Carbon Co., Ltd., a subsidiary of Nippon Steel Chemical & Material Co., Ltd.
  • National Fuel Gas completes $300 million registered public offering of 4.75% NotesJones Day represented National Fuel Gas Company in connection with its registered public offering of $300 million of 4.75% Notes due 2028.
  • Hitachi acquires Mitsubishi Electric's particle therapy system businessJones Day advised Hitachi, Ltd. in its acquisition of the particle therapy system business from Mitsubishi Electric Corporation.
  • National Fuel Gas completes $300 million registered public offering of NotesJones Day represented National Fuel Gas Company, an integrated energy company, in connection with its registered public offering of $300 million of 3.95% Notes due 2027.
  • Starbucks completes first global yen Sustainability Bond OfferingJones Day represented Starbucks Corporation, the premier roaster, marketer, and retailer of specialty coffee in the world, in connection with an underwritten public offering of ¥85 billion (US$754 million) of 0.372% Senior Notes due 2024.
  • MPLX completes $2.25 billion public offering of Senior NotesJones Day represented MPLX LP in connection with a public offering of $2.25 billion of Senior Notes, consisting of (i) $1.25 billion aggregate principal amount of 4.125% Senior Notes due 2027 and (ii) $1 billion aggregate principal amount of 5.200% Senior Notes due 2047. Barclays Capital Inc.; Citigroup Global Markets Inc.; MUFG Securities Americas Inc.; Wells Fargo Securities, LLC, BNP Paribas Securities Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated; Mizuho Securities USA Inc.; RBC Capital Markets, LLC; SunTrust Robinson Humphrey, Inc.; TD Securities (USA) LLC; UBS Securities LLC; and US Bancorp Investments, Inc. acted as joint book-running managers for the offering.
  • Altium completes merger with GCA Savvian to create leading global investment bank GCAJones Day advised Altium, a leading international mid-market financial advisory group, in a merger with GCA Savvian Corporation, a premier global investment bank listed on the Tokyo Stock Exchange, to form GCA, a leading independent international investment bank focused on growth companies with an extensive global network, cross-border capability, and track record of industry-shaping transactions.
  • WESCO International subsidiary issues $350 million of 5.375% Senior Notes in Rule 144A and Regulation S offeringJones Day represented WESCO Distribution, Inc., a wholly-owned subsidiary of WESCO International, Inc., a multinational electronics distribution and services company, in connection with the issuance of $$350 million aggregate principal amount of 5.375% Senior Notes due 2024 in a Rule 144A and Regulation S offering.
  • DENKA buys Neoprene polychloroprene business of DuPont™Jones Day advised Denki Kagaku Kogyo Kabushiki Kaisha (DENKA) in the purchase of the Neoprene polychloroprene business of DuPont™ by Denka Performance Elastomer LLC, a joint venture company owned 70 percent by DENKA and 30 percent by Mitsui & Co., Ltd.
  • Sumitomo Chemical acquires remaining 40 percent of Nihon OxiraneJones Day advised Sumitomo Chemical Co., Ltd. in the acquisition of the remaining 40 percent of Nihon Oxirane Co. from joint venture partner LyondellBasell.
  • LIXIL acquires ASD Americas Holding, owner of leading North American kitchen and bath products manufacturer American Standard Brands, for $542 million from Sun Capital PartnersJones Day advised LIXIL Corporation, a leading Japanese manufacturer of building materials and housing equipment, in its acquisition of ASD Americas Holding Corp. from Sun Capital Partners for $542 million.
  • Bridgestone establishes tire manufacturing joint venture in RussiaJones Day advised Bridgestone in connection with the ¥37.5 billion (US$400 million) joint venture with Mitsubishi to build a radial tire plant in the Ulyanovsk Region of Russia, Bridgestone's first tire plant in Russia and CIS.
  • RHJ International sells 100% equity interest in Phoenix Resort to Sega SammyJones Day advised RHJ International SA in connection with its sale of its 100% equity interest in Phoenix Resort K.K., a multi-faceted hotel, resort, and conference complex, to Sega Sammy Inc., a Japanese listed corporation.
  • Cabot sells its Supermetals business for $400 millionJones Day advised Cabot Corporation in the $400 million sale of its Supermetals business to Global Advanced Metals.
  • RHJ International sells its 77.9% ownership of Niles Co. to Valeo for ¥15.4 billion (€135 million)Jones Day advised RHJ International SA in its sale of its 77.9% interest in Niles Co., Ltd., a Japanese auto parts manufacturer, to Valeo SA, a worldwide leader in the interior controls market, for a total cash consideration of ¥15.4 billion (€135 million).
  • Bridgestone acquires Bandag for $1 billionJones Day advised Bridgestone Americas Holding Inc. in its $1.05 billion acquisition of Bandag, Incorporated.
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