Bradley K. Edmister

Bradley has worked on high-profile deals in Australia, Bangladesh, China, India, Indonesia, Malaysia, South Korea, Singapore, Taiwan, and Thailand, as well as throughout Europe and Latin America. He also advises clients on the cross-border securities aspects of public M&A transactions and advises investment banks with respect to fairness opinions. He also coordinates general advice to US subsidiaries of non-US companies and their parents.

Bradley leads Morgan Lewis’s Japan capital markets practice.  He has advised on numerous recent global equity offerings, as well as debt offerings, involving well-known Japanese companies and financial institutions. He is one of the preeminent advisors to J-REITs and listed Japanese infrastructure funds, regularly advising issuers and underwriters in global offerings for such entities.

An Ohio native, Bradley learned Japanese at Harvard University and has a deep affinity for Japanese culture. He has been a member of the Asian Affairs Committee of the New York City Bar Association, the Japan Society of New York, and the America-Japan Society in Tokyo. A frequent traveler to Japan, Bradley teaches US securities law at Keio University Law School in Tokyo.

Bradley practiced in Tokyo for 10 years before returning to New York to join Morgan Lewis in 2011.

Mergers and Acquisitions

• Represented Tadano, Ltd. in its acquisition of a 14.9% stake in NASDAQ-listed Manitex International, Inc. (Nasdaq: MNTX)
• Represented Sumitomo Corporation in the formation of the U.S. Prime Office (USPO) Fund II, an approximately $425 million closed-end private real estate fund for Japanese institutional investors to invest in specified real estate in the United States, and the acquisition by the fund of the Atlanta Financial Center in Atlanta, Georgia and related financing
• Represented Sumitomo Corporation in its over $1.6 billion 50-50 joint venture with Michelin North America Inc. combining Sumitomo’s subsidiary, TBC Corporation, with the wholesale tire distribution business of Michelin’s subsidiary, Tire Centers, Inc., to form the second-largest wholesale tire distribution business in the United States
• Represented Sumitomo Corporation in its approximately $802 million public acquisition of Fyffes plc
• Represented Nomura, Mizuho, Citi and Daiwa, the financial advisors to JX Holdings, in the announced integration of JX Holdings with TonenGeneral
• Represented Kenedix Asia in its sponsor participation in AmanahRaya REIT in Malaysia, through the acquisition of 15% of the units of Malaysia-listed AmanahRaya REIT (AARET:MK) and 49% of the shares of AmanahRaya-REIT Managers Sdn. Bhd., the asset manager of AmanahRaya REIT
• Represented Owl Creek Asset Management in the purchase by Comcast NBCUniversal of an initial 51% interest in Universal Studios Japan and subsequent purchase of the remaining 49% interest from Goldman Sachs, MBK, Owl Creek and management, valuing USJ at $7.4 billion
• Represented TBC Corporation, a subsidiary of Sumitomo Corp, in its approximately $310 million acquisition of NYSE-listed Midas, Inc. through a tender offer
• Represented NASDAQ-listed Chelsea Therapeutics in its sale to Lundbeck through a tender offer
• Represented Asahi Kasei Medical in an approximately $45.2 million PIPE investment in NASDAQ-listed NxStage Medical, through a debt-equity swap, and collaboration arrangements
• Represented Nomura Securities as financial advisor to Nippon Oil in its approximately $8 billion integration with Nippon Mining that won Asian Counsel's "Asian Deal of the Year 2010"
• Represented Mitchell International Inc. in the following:
  • Mitchell’s acquisition of a stake in GT Motive Einsa, S.A.U. in Spain and related joint venture arrangements
  • Mitchell’s strategic alliance with Guidewire Software, Inc. to co-develop an advanced level of integration between Guidewire’s core claims management system and Mitchell’s expert adjusting and workflow solutions in North America
• Represented CKE in its joint venture with SGX-listed BreadTalk Group to develop Carl’s Jr. restaurants in the People’s Republic of China
• Represented Calamos Investments in the acquisition of Black Capital LLC, a hedge fund group owned and managed by Gary Black
• Represented Sumitomo Corporation in the announced acquisition of a 20% stake in Upsher-Smith Laboratories from Sawai Pharmaceutical

Capital Markets

• Represented the underwriters, led by Mizuho and Macquarie in the global IPO of Canadian Solar Infrastructure Fund, Inc., an infrastructure fund investing in primarily solar energy projects approved for listing on the Tokyo Stock Exchange. This was the first global offering and first global IPO of an infrastructure fund on the Tokyo Stock Exchange’s new market
• Represented the underwriters, led by SMBC Nikko, Mizuho, Daiwa and Goldman Sachs, in a ¥18.3 billion global offering of investment units of Japan Hotel REIT Investment Corporation, a Tokyo Stock Exchange-listed J-REIT sponsored by RECAP (SC Capital Group)
• Represented Tokyo Stock Exchange-listed J-REIT, Kenedix Retail REIT Corporation, in a ¥18.9 billion global offering of its investment units underwritten by SMBC Nikko, Nomura, and UBS Investment Bank
• Represented the underwriters, led by SMBC Nikko, Goldman Sachs, Daiwa and Mizuho, in a ¥34.9 billion global offering of investment units of Japan Hotel REIT Investment Corporation, a Tokyo Stock Exchange-listed J-REIT sponsored by RECAP (SC Capital Group
• Represented the underwriters, led by SMBC Nikko and Morgan Stanley in a ¥33.3 billion global offering of investment units of United Urban Investment Corporation, a Tokyo Stock Exchange-listed J-REIT sponsored by Marubeni Corporation
• Represented Tokyo Stock Exchange-listed J-REIT, Kenedix Retail REIT Corporation, in a ¥16.4 billion global offering of its investment units underwritten by SMBC Nikko, Nomura, and UBS Investment Bank
• Represented Jones Lang LaSalle as selling shareholder in a ¥16.4 billion global offering of its investment units of LaSalle LOGIPORT REIT, a Tokyo Stock Exchange-listed J-REIT, underwritten by Nomura, Morgan Stanley and Mizuho
• Represented Tokyo Stock Exchange-listed J-REIT, Kenedix Retail REIT Corporation, in a ¥19.2 billion global offering of its investment units underwritten by SMBC Nikko, Nomura, and UBS Investment Bank
• Represented the underwriters, led by SMBC Nikko, Morgan Stanley, Bank of America Merrill Lynch and Daiwa in a ¥37.8 billion global offering of investment units of Japan Rental Housing Investments Inc., a Tokyo Stock Exchange-listed J-REIT and former portfolio company of Oaktree Capital
• Represented Kenedix Retail REIT Corporation, a Japanese real estate investment trust (J-REIT) in a ¥59.8 billion global formation IPO and listing on the Tokyo Stock Exchange. SMBC Nikko, Nomura, and UBS Investment Bank were the international joint lead managers and joint bookrunners
• Represented Merrill Lynch Japan Securities and SMBC Nikko as underwriters to Kenedix Residential Investment Corporation, a Tokyo Stock Exchange listed J-REIT, in an approximately ¥34.6 billion global equity offering
• Represented Tokyo Stock Exchange-listed J-REIT, Kenedix Office Investment Corporation, in a ¥29.2 billion global offering of its investment units underwritten by UBS Investment Bank, Nomura, and SMBC Nikko
• Represented Tokyo Stock Exchange-listed J-REIT, Kenedix Office Investment Corporation, in a ¥10.2 billion global offering of its investment units underwritten by UBS Investment Bank, Nomura, and SMBC Nikko
• Represented Kenedix, Inc, a Tokyo Stock Exchange listed real estate investment and asset management company, in an approximately ¥18.1 billion global equity offering
• Represented Mitsubishi Estate and its wholly owned finance subsidiary, MEC Finance USA, in respect of its US$4,000,000,000 Medium Term Note Programme