Jakarta Asia Pacific - Allen & Overy

 
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Jakarta Asia Pacific - Allen & Overy
Jakarta
Asia Pacific

allenovery.com | grlaw.co.id
Jakarta | Asia Pacific

Indonesian local law advice
with world class expertise

                                             30+                                                  6
                                                                                                                                             More Band 1

              5
            partners
                                                lawyers                                   offices across
                                                                                                                                           rankings across
                                                                                                                                       ASEAN than any other
                                                                                                                                        international law firm
                                          (including partners)                                ASEAN*                                          Chambers 2020

We believe our Indonesian offering is second to none. We have a dedicated
Indonesian team comprising partners and associates from our offices in Jakarta
(Ginting & Reksodiputro in association with Allen & Overy) and Singapore who
are experienced in advising on Indonesian deals.
No other law firm in Indonesia has the same level of                          Our five partner/foreign legal consultant team is comprised
integration with a top tier international firm. Ginting &                     of Daniel Ginting, one of Indonesia’s leading lawyers
Reksodiputro has access to the depth and breadth of                           covering the whole spectrum of advice; Harun Reksodiputro,
Allen & Overy’s resources – this sets us apart from our                       a market leading corporate and M&A practitioner;
competitors. This integration means that we are truly a                       Sugianto Osman, one of the foremost technology and private
one stop shop that can provide world class English/U.S./                      equity lawyers in Indonesia; Tarsis Halintar, a banking,
Indonesian law advice on a more efficient and effective                       PPP and finance specialist and Michael Tardif, a leading
basis than many other international firms who need to                         energy and major projects lawyer.
work with separate local firms in Indonesia.                                  Our Indonesian offering is a core element of A&O’s broader
Our international approach puts us at the top of people’s                     ASEAN coverage which encompasses offices in Singapore,
lists when it comes to complex, cross-border and                              Thailand and Vietnam (which have local law capability)
challenging transactions in Indonesia.                                        and Myanmar; and major ‘desks’ servicing Malaysia and
                                                                              the Philippines.

“They are responsive and provide helpful advice that is repackaged in a commercial way,
 rather than just repeating the law.”
 Chambers 2020 (Indonesia – Corporate/M&A)

Best Overall Law Firm – Ginting & Reksodiputro
 Asia Business Law Journal, Indonesia Law Firm Awards 2019

“An excellent reputation as a top choice for Indonesia-related work, with a strong offering
 across banking, corporate/M&A, capital markets and project financing.”
 Chambers 2020 (Indonesia – Corporate & Finance, Expertise Based Abroad)

                                                             * Singapore, Bangkok, Hanoi, Ho Chi Minh City, Jakarta (via exclusive association with Ginting & Reksodiputro), Yangon

© Allen & Overy LLP 2020
Jakarta | Asia Pacific

Our experience includes advising:

      Banking                                                                        Corporate

Grasberg copper mine                    Titan Infra Energy                       QBE General Insurance
acquisition financing                   syndicated financing                     Indonesia’s sale to
Acting for the mandated lead            Advised the mandated lead arrangers      Great Eastern
arrangers and bookrunners on a          and bookrunners in relation to a         Advised QBE Insurance Group on
USD2.85bn standby senior financing      USD450m syndicated financing to PT       the disposal of 100% of its shares
to fund the Indonesian government’s     Titan Infra Energy, one of Indonesia’s   in PT QBE General Insurance
acquistion (through its state-owned     fastest growing infrastructure,          Indonesia to Great Eastern
entity, PT Indonesian Asahan            energy and logistics companies,          General Insurance Limited and
Aluminium (Persero) (Inalum))           with expertise stretching across the     PT Suryasono Sentosa.
of the majority stake in the Grasberg   value china from energy resource
copper mine in the Papua province.      production, hauling road, port to        FWD Group’s acquisition
The deal is a record corporate          sea and river transportation, for the
acquisition in Indonesia.               refinancing of existing mezzanine
                                                                                 of Commonwealth Life
                                        and working capital facilities and       Advised FWD Group, the pan-Asian
Holcim Indonesia                        to complete certain corporate            insurance business of Pacific
acquisition financing                   reorganisations within the group         Century Group, on its acquisition
                                        as part of a pre-IPO/bond issue          of PT Commonwealth Life,
Advised the mandated lead arrangers     clean-up process. The financing was      the Indonesian life insurer,
and bookrunners on financing            highly secured and involved over         from Commonwealth Bank of
the acquisition by a wholly owned       300 separate security documents,         Australia and its local partners.
subsidiary of Indonesia’s top           with numerous existing security pools
cement maker, the state-owned           (which had to be released and retaken    Garudafood’s partnership
PT Semen Indonesia (Persero)
Tbk (Semen Indonesia) of shares
                                        in favour of the new lenders as part     with a PE investor
                                        of the refinancing) and different
in PT Holcim Indonesia Tbk.             types of security interests over         Advised PT Garudafood Putra
The financing included: (i) a           a wide range of assets eg accounts,      Putri Jaya, a leading food and
USD1.052m facility for the purpose      inventories, receivables, vessels,       beverage company in Indonesia,
of financing the acquisition of         barges and land. The transaction         on its strategic partnership with an
approx. 80.64% shares in PT             also involved a complex cashflow         international private equity investor.
Holcim Indonesia Tbk held by            model and bespoke security sharing
LafargeHolcim; and (ii) a USD253m       mechanics in relation to future
facility for the purpose of financing   hedging and ancillary facilities to be
the mandatory tender offer which        granted to the borrower.
Semen Indonesia is required to
make under Indonesian law for the
remaining shares in PT Holcim
Indonesia Tbk.

© Allen & Overy LLP 2020
Capital
                                               Markets

Tokopedia’s                              Bank Mandiri’s EMTN    LLPL Capital’s high yield
series H fundraising                     programme and drawdown bond issue
Advised Tokopedia, a leading             Advised HSBC, Mandiri Securities,         Advised CIMB, Barclays and Citi
Indonesian online marketplace and        MUFG Securities, SCB Singapore            as the joint lead managers together
one of Indonesia’s four “unicorns”,      Branch and Standard Chartered Bank        with SMBC Nikko Securities as
on its USD1.1 bn Series H fundraising    as the arrangers and the dealers on the   the co-manager and Citicorp as the
led by Softbank Vision Fund (SVF)        establishment by PT Bank Mandiri          trustee on LLPL Capital Pte. Ltd.’s
and Alibaba Group, and various           (Persero) Tbk of its USD2bn euro          debut 144A/Reg S high yield offering
other strategic corporate matters.       medium term note programme and            of USD775m 6.875% Guaranteed
                                         the inaugural drawdown of USD750m         Secured Senior Notes due 2039,
GO-JEK’s                                 3.75%. notes due 2024 thereunder.         unconditionally and irrevocably
series F fundraising                     This marked the first EMTN                guaranteed by PT Lestari Banten
                                         programme establishment by a              Energi, an Indonesian company.
Advised GO-JEK, one of Indonesia’s       quasi-sovereign Indonesian bank           Banten 1 (an Independent Power
four “unicorns”, on its first series     and the first time the bank has           Producer – IPP), a subsidiary of
F funding round led by Google,           tapped the international bond             Lestari Listrik, owns a supercritical,
JD.com and Tencent, as well as several   markets since 2009.                       coal-fired steam power generation
other investors including Mitsubishi                                               facility with pulverized boiler
Corporation and Provident capital.       Wijaya Karya’s high                       technology with an installed capacity
As at the date of this transaction,
GO-JEK is the largest provider of
                                         yield bond issue                          of 670 MW (gross)/635 MW (net)
                                                                                   located in Banten Province, Indonesia.
mobile on-demand and payment             Advised BNP Paribas, HSBC,
facilities in Southeast Asia.            Mandiri Securities and MUFG on
                                         PT Wijaya Karya (Persero) Tbk’s
                                         high yield Rule 144A/Reg S IDR5.4tn
                                         7.70% senior notes due 2022.
                                         This is the second Komodo
                                         bond (Indonesia offshore
                                         Rupiah-denominated bond) issued.
Energy &
     Natural                                                                     Infrastructure
   Resources

Jawa 1 FSRU and                          North Sumatera Province, and the       Airport Link BIJB
                                         drafting and negotiation of the
gas-fired IPP                            EPC contract with an Indonesian        Kertajati Toll Road
Advised JBIC, NEXI, ADB and the          state-owned contractor, PT Barata      Advised the lenders on the
commercial lenders on the USD1.8bn       Indonesia (Persero).                   IDR8.8 trillion (USD616.9m)
2x800MW Jawa 1 FSRU and gas-fired                                               financing of the Airport Link BIJB
IPP project, the first LNG-to-Power      Tangguh LNG Train 3                    Kertajati Toll Road, arranged by
project in Asia employing an FSRU.       Advised JBIC, ADB, 14 international    PT Bank Central Asia Tbk., to
Awarded Project Finance Deal of the      banks and four Indonesian banks        PT Lintas Marga Sedaya. The
Year, IFLR Asia Awards 2019; Power       on the USD3.745bn financing of an      financing was divided into two
Deal of the Year, PFI Awards 2018;       expansion of LNG Train (Train 3) of    tranches. Tranche B is for financing
and Asia Pacific Power – Gas Deal        Tangguh LNG Project in Papua Barat     the construction of a toll road
of the Year, IJ Global Asia Pacific      province, Indonesia, under a Trustee   between the Cipali Expressway and
Awards 2018.                             Borrower Scheme.                       the Kertajati Airport in West Java,
                                                                                Indonesia under a 35-year PPP
Jawa 3 gas combined cycle                ExxonMobil/Federal Oil                 BOT-concession. Tranche A is
power plant                              Advised ExxonMobil on its
                                                                                to refinance the existing
                                                                                IDR8.8trn facility. The project is
Advising PT Pembangkitan Jawa Bali       USD436m acquisition of Federal
                                                                                a key infrastructure link to the new
on the proposed development of the       Oil, one of Indonesia’s leading
                                                                                Kerjati Airport.
800MW Jawa 3 gas combined-cycle          automotive lubricants companies,
power plant, one of the first projects   from MPM Group.                        Bandar Lampung water
to be developed under the 51-49%
collaboration scheme between PLN’s       Newmont Mining                         PPP project
subsidiaries and private developers.     Corporation                            Advised a consortium of international
                                                                                and local investors on the proposed
Batang Toru 3 mini hydro                 Advised the three largest Indonesian
                                                                                750 litre per second water project
                                         state-owned lenders Bank Mandiri,
power project                            Bank Negara Indonesia and Bank
                                                                                (tendered under the PPP framework
                                                                                with the first viability gap funding)
Mitsui & Co Ltd. and Shikoku Electric    Rakyat Indonesia, as senior lenders
                                                                                in Bandar Lampung. This greenfield
Power Co., Inc. on the acquisition       to an Indonesian consortium,
                                                                                project is a PPP project tendered out
of a 30% stake in a subsidiary of the    on the acquisition financing of a
                                                                                by a regionally owned water company
IDX-listed renewables energy             majority interest (worth USD2.6bn)
                                                                                who will enter into a water concession
producer PT Terregra Asia Energy         in Newmont Mining Corporation’s
                                                                                agreement with the project.
Tbk. for the development of Batang       Indonesian copper and gold assets.
                                                                                Advice includes structuring the
Toru 3 10 MW Mini Hydro Power                                                   project and reviewing the water
Project in South Tapanuli Regency,                                              concession agreement and risk matrix.

                                                                                                        allenovery.com
FOR MORE INFORMATION, PLEASE CONTACT:

Jakarta
Ginting & Reksodiputro
in association with Allen & Overy LLP
The Energy Building, 15th Floor
Sudirman Central Business District
JI Jend Sudirman Kav 52-53
Jakarta 12190
Indonesia
Tel +62 21 2995 1700
Fax +62 21 2995 1799

Office contacts
Daniel Ginting                           Harun Reksodiputro                       Sugianto Osman                           Tarsis Halintar
Partner                                  Partner                                  Partner                                  Partner
Tel +62 21 2995 1701                     Tel +62 21 2995 1711                     Tel +62 21 2995 1728                     Tel +62 21 2995 1717
daniel.ginting@allenovery.com            harun.reksodiputro@allenovery.com        sugianto.osman@allenovery.com            tarsis.halintar@allenovery.com

Michael Tardif
(Partner level)
Foreign Legal Consultant
Tel +62 21 2995 1702
michael.tardif@allenovery.com

GLOBAL PRESENCE

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© Allen & Overy LLP 2020 | Indonesia_6pp_Office_Brochure_ADD-89320

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