Firms act on Apollo’s largest PE investment in Japan

Mori Hamada & Matsumoto, Freshfields, Paul Weiss Rifkind Wharton & Garrison, Anderson Mori & Tomotsune and O’Melveny advised on global alternative asset manager Apollo Global Management’s acquisition of Japan’s Nippon Sheet Glass (NSG).

Once complete, the transaction will be Apollo’s largest private equity investment in Japan to date, with an enterprise value of JPY590 billion (USD3.7 billion).

Mori Hamada & Matsumoto, led by partners Tomoya Fujita, Soichiro Fujiwara and Ryo Kawabata, along with Freshfields, headed by partners Edward Cole and Martin Klusmann, provided counsel for NSG, a Japanese supplier of architectural glass.

“Mori Hamada has acted as lead counsel on this matter, advising on negotiations with Apollo, discussions with financial institutions, negotiations with preferred shareholders, support for the special committee and disclosure matters, among other matters,” Fujita told Asia Business Law Journal.

Mori Hamada also advised on compliance with Japanese antitrust law and the Foreign Exchange and Foreign Trade Act, he said.

Paul Weiss, Anderson Mori and O’Melveny advised Apollo.

Partner Tong Yu and counsel Chikara Momota led the Paul Weiss team, while partners Keita Tokura, Satoshi Kurita and Hikaru Naganuma guided Anderson Mori’s team. O’Melveny’s team was headed by of counsel Eric Rothenberg and senior counsel John Renneisen.

Fujita said the transaction adopted an innovative structure, combining a third-party allotment of shares with a debt-to-equity conversion to achieve a substantial debt restructuring without resorting to in-court insolvency proceedings or out-of-court workout regimes, which were usually used for debt-to-equity conversions of this size.

Under the agreement, Apollo will invest in equity to support NSG’s finances and long-term growth. At the same time, NSG’s principal lenders will convert part of their existing loans into equity, showcasing their commitment to helping give NSG a more stable balance sheet.

The transaction is expected to be completed in March 2027, subject to approval by NSG shareholders and customary closing conditions.