Jon Gray
  1. Partner

Mr. Gray is a partner in Davis Polk’s Corporate Department, resident in the Tokyo office. He focuses on U.S. domestic and cross-border capital markets transactions and securities regulatory and general corporate matters. He advises investment banks, private equity funds and issuers in the United States, Japan and Greater China on a variety of debt, equity and restructuring transactions. His transactional experience includes SEC-registered offerings, offerings pursuant to Rule 144A and other private placements. Additionally, he has advised a number of U.S. public companies, foreign private issuers and financial intermediaries on ongoing reporting and disclosure obligations and corporate matters.

Mr. Gray is a Japanese speaker and has worked extensively in the Japanese financial sector and for Japanese clients while based in Tokyo, New York and Hong Kong.

Work Highlights

Mr. Gray’s recent experience includes the following representations:

DEBT/HYBRID SECURITIES
  • The underwriters on an SEC-registered offering of TLAC senior debt securities of Mizuho Financial Group
  • Sumitomo Mitsui Financial Group on multiple SEC-registered offerings of TLAC senior debt securities and an offering of Tier 2 subordinated debt securities under Rule 144A/Regulation S
  • The Metropolis of Tokyo on its debut offering of U.S.-dollar denominated bonds under Rule 144A/Regulation S
  • Sumitomo Mitsui Trust Bank, Limited, as co-guarantor in connection with the establishment and Rule 144A/Regulation S offering of covered obligations under a guaranteed secured obligation programme
  • Japan Finance Organization for Municipalities on multiple offerings of senior debt securities under its Rule 144A/Regulation S global medium-term notes program
  • Sumitomo Mitsui Banking Corporation on multiple offerings of senior debt securities under its Section 3(a)(2)/Rule 144A/Regulation S global medium-term notes program
  • Nippon Life Insurance Company on its subordinated notes offering under Rule 144A/Regulation S
  • The initial purchasers on:
    • An offering of TLAC senior debt securities by Mizuho Financial Group under Rule 144A/Regulation S
    • The debut offering of U.S.-dollar denominated debt securities by Central Japan Railway Company under Rule 144A/Regulation S
    • The debt offering of U.S.-dollar denominated subordinated notes by Meiji Yasuda Life Insurance Company under Rule 144A/Regulation S
    • Suntory Holdings' debut international bond offering*
    • Japan’s first Basel III-compliant Tier 2 capital issuance by Mizuho Financial Group*
EQUITY SECURITIES
  • The initial purchasers on:
    • The global IPO of investment units by LaSalle LOGIPORT REIT under Rule 144A/Regulation S  
    • A follow-on global offering of investment units by Invincible Investment Corporation, a Japanese REIT, under Rule 144A/Regulation S
    • The initial public offering by Seibu Holdings on the Tokyo Stock Exchange and subsequent secondary block offering by Cerberus affiliates*
    • The initial public offering of UC Rusal on the Hong Kong Stock Exchange*
  • The initial purchasers on the global offerings by:
    • Sharp*
    • Aozora Bank and secondary sale of shares by Cerberus affiliates*
    • All Nippon Airways*
  • Beijing Urban Construction Design & Development Group on its initial public offering on the Hong Kong Stock Exchange*

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* Selected representations before joining Davis Polk.

Recognition

Mr. Gray is recognized as a leading lawyer in several legal industry publications, including:

  • Chambers Global
  • Chambers Asia-Pacific − Japan, Hong Kong
  • IFLR1000 − Japan, Hong Kong
  • Legal 500 Asia-Pacific − Japan and Hong Kong Capital Markets
  • Who’s Who Legal − Capital Markets, Hong Kong
  • Lexology/International Law Office − 2013 Client Choice Award for Capital Markets in Hong Kong 

Professional History

  • Partner, Davis Polk, 2015
  • Partner, Linklaters, Tokyo, 2014-2015
  • Partner, Linklaters, New York, 2007-2009, Hong Kong, 2009-2015
  • Counsel, Linklaters, New York, 2005-2007
  • Associate, Simpson Thacher & Bartlett, New York and Tokyo, 1997-2005

Bar Admissions

  • State of New York
  • Japan, Gaikokuho Jimu Bengoshi, Dai-Ni Tokyo
  • Hong Kong Law Society - Registered

Education

  • B.A., Williams College, 1990
    • magna cum laude
  • J.D., Columbia Law School, 1997
    • Harlan Fiske Stone Scholar

Languages

  • Japanese