Clifford Chance

Clifford Chance advises on JPY2.2 trillion airport privatisation

Leading international law firm Clifford Chance has advised airport concession holder and operator VINCI Airports S.A.S on its JPY2.2 trillion concession of Japan's Kansai and Osaka international airports. This deal represents Japan's first major airport privatisation, and the country's biggest public private partnership to date.

As preferred negotiating right holder, a consortium comprising France's VINCI Airports and Japan's ORIX Corporation (Orix) established Kansai Airports K.K., the concessionaire company to enter into the project agreement with the current owner and operator of the airports, New Kansai International Airport Company (NKIAC). VINCI Airports and Orix each have a 40% stake in Kansai Airports, while thirty additional minority shareholders, primarily companies from the Kansai region, own the remaining 20%.

On 15 December 2015, Kansai Airports and NKIAC entered into the project agreement granting the operating right (concession) to Kansai Airports for a 44-year period. The transfer of the two airports – which together form Japan's second-busiest airport group – is expected to occur in April 2016.
Lead partner Ross Howard said, "This project sets an important benchmark for brownfield, concession-style public-private partnerships in Japan, as the Abe government continues to progress plans to privatise further airports and other large infrastructure assets."

Clifford Chance advised VINCI Airports on all aspects of the transaction, including the bid process and negotiation of project documents and the establishment of the concessionaire company, as well as the ongoing financing. The transaction is the VINCI group's first major investment in Japan.
Ross was supported by counsel Yusuke Abe, senior associate Akihiko Takamatsu, and associates Amelia Hanscombe and Yoko Kumegawa in Tokyo on the project document and bid-related aspects, together with partner Matthew Buchanan and senior associate Danielle Delbridge in Singapore. Tokyo counsel Natsuko Sugihara and Satoshi Mogi and senior associate Luna Hiraoka delivered corporate advice.

"We are delighted to have been able to help VINCI Airports on its successful joint bid with ORIX Corporation and to contribute to the impressive growth of its airports portfolio. We look forward to supporting VINCI Airports to achieve the successful closing of the related financing and the asset transfer to Kansai Airports."