Nick Cavallo represents clients in complex cross-border transactions across multiple sectors.

Nick advises public and private companies, as well as private equity funds and their portfolio companies in cross-border mergers and acquisitions, strategic alliances, and other corporate transactions.

Before joining Latham, Nick worked for several years at other international law firms in Tokyo and New York. In those roles, he represented clients in connection with a wide range of complex securities law and general corporate law matters, including equity offerings; investment-grade, high-yield, and convertible debt offerings; tender and exchange offers; acquisition financing; and corporate governance matters.

Nick is fully bilingual in English and Japanese, having passed the Level 1 Japanese Language Proficiency Test in 2006 and the Level 2 Japan Kanji Aptitude Test in 2009.

Nick is a registered foreign lawyer in Japan as a member of the Dai-Ni Tokyo Bar Association. 

Nick’s experience at and prior to joining Latham includes representing:

Mergers, Acquisitions, and Strategic Alliances

  • Warburg Pincus in its privatization of J.S.B. Co., Ltd., a leading integrated platform of student housing and student support services in Japan, which marks Warburg Pincus’ first take-private investment in Japan
  • Haveli Investments, L.P., a technology-focused investment firm based in Austin, Texas, in its majority investment in SirionLabs Pte. Ltd., a global leader in contract lifecycle management (CLM) software
  • ESR Group, APAC’s largest real asset manager, in connection with:
    • The S$541 million sale of its entire 10.8% stake in Suntec Real Estate Investment Trust to Hongkong Land Holdings Limited
    • The S$190 million sale of ESR Trust Management (Suntec), the manager of the Suntec Real Estate Investment Trust, to Acrophyte Asset Management Pte.
    • The sale of its 30% stake in Kenedix, one of the largest real estate asset management companies in Japan, to SMFL MIRAI Partners Company, a wholly owned subsidiary of Sumitomo Mitsui Finance and Leasing Company
    • The US$270 million sale of its ARA Private Funds business to Sumitomo Mitsui Finance and Leasing Company
  • Nissan Motor Co. in connection with:
    • Negotiating and executing a binding framework agreement with Renault Group and subsequent definitive agreements in connection with Nissan’s proposed investment in Ampere, Renault Group’s new EV and software entity in Europe, and rebalancing and restructuring the parties’ alliance
    • Amendments to the agreements governing its strategic alliance with Renault, which, among other things, aimed to further increase the flexibility of each party with respect to their cross-shareholdings
    • Multiple repurchases of shares with an aggregate value of approximately ¥180 billion from Renault S.A. that were being held in trust by Natixis S.A. in connection with the parties’ rebalanced and restructured alliance
  • Nippon Life Insurance Company in its:
    • Approximately US$3.84 billion acquisition of a 21.6% equity interest in Corebridge Financial, a retirement solutions and insurance products company
    • Actions in response to the subsequent merger between Corebridge Financial and Equitable Holdings to create a retirement, life, wealth, and asset management company
  • A consortium of Japanese buyers, including Osaka Gas Co. and Sumitomo Corporation, in connection with their strategic investment in AG&P LNG Marketing Pte., I Squared Capital’s platform for investing in companies that develop city gas distribution networks in India
  • Faria Education Group, a leading provider of international education systems and services for learning, admissions, school-to-home, online courses, and study services, in its sale to funds managed by TA Associates
  • Kioxia (formerly known as Toshiba Memory Corporation), a leading global supplier of flash memory and solid-state drives, on negotiating agreements with Sandisk Corporation (formerly Western Digital’s flash memory business) in relation to multiple rounds of joint investments in multi-billion dollar fabrication facilities for production of 3D BiCS flash memory (Kioxia’s proprietary 3D NAND flash memory) and associated equipment at Kioxia’s Yokkaichi and Kitakami manufacturing facilities
  • Z Holdings Corporation in connection with the tender offer, sale and exchange involving its publicly traded subsidiary, eBOOK Initiative Japan, a Japan-based company engaged in creating and distributing ebooks
  • Terumo Corporation in its US$1.12 billion all-cash purchase of certain businesses of Abbott Laboratories and St. Jude Medical in connection with obtaining antitrust clearances for Abbott’s acquisition of St. Jude*
  • Obayashi Corporation in connection with its US$221 million cash tender offer for shares of Obayashi Road Corporation*
  • A consortium of buyers, including Apax Partners and Warburg Pincus, with respect to their leveraged buyout of Inmarsat plc*
  • Nippon Steel & Sumitomo Metal Corporation in its share exchange and Form F-4 registration in connection with converting Nisshin Steel Co., one of its subsidiaries listed on the Tokyo Stock Exchange, into a wholly owned subsidiary*

Capital Markets

  • SoftBank in its: 
    • US$23.6 billion global IPO (which was the largest IPO in the history of Japan and the second largest global IPO ever at the time)*
    • US$6 billion multi-tranche offering of senior notes*
  • Bristol-Myers Squibb Company with respect to the financing of its acquisition of Celgene Corporation for approximately US$74 billion*
  • Japan Post Holdings Co. and the Minister of Finance of Japan in a US$11.6 billion follow-on global equity offering*
  • Underwriters in multiple global equity offerings of Renesas Electronics Corporation, with a total combined value of over Terumo US$5.5 billion*
  • The issuer and selling shareholder in Chewy’s US$1 billion IPO*
  • Multiple Japanese REITs in connection with global equity offerings*
  • Multiple SPACs in connection with their IPOs*

Other Corporate Matters

  • FELIQS Corporation, a Japanese life sciences startup, in its Series A financing round
  • The sole financial advisor to Monex Group, Coincheck Japan’s former direct parent company and now the parent company of Coincheck, in connection with Thunder Bridge Capital Partners IV and Coincheck Group N.V.’s closed business combination
  • Bristol-Myers Squibb, Chewy, Enbridge, Honda Motor Co., Kyocera Corporation, Nomura Holdings, NTT DOCOMO, Phibro Animal Health Corporation, Tenet Healthcare Corporation, Teva Pharmaceutical Industries, Townsquare Media, TripAdvisor, Wynn Resorts, and numerous other multinational companies in connection with corporate governance and reporting matters*

*Matter handled prior to joining Latham

Bar Qualification

  • Japan (Registered Foreign Lawyer)
  • Texas
  • New York

Education

  • JD, University of Chicago Law School
  • BA, Washington University in St. Louis

Languages Spoken

  • English
  • Japanese