Jakarta Asia Pacific - Allen & Overy
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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 Allen & Overy is an international legal practice with approximately 5,500 people, including some 550 partners, working in over 40 offices worldwide. Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. Allen & Overy LLP is authorised and regulated by the Solicitors Regulation Authority of England and Wales. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at our registered office at One Bishops Square, London E1 6AD. ROW © Allen & Overy LLP 2020 | Indonesia_6pp_Office_Brochure_ADD-89320 allenovery.com | grlaw.co.id
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