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Indonesia Group

Drew & Napier’s team of specialists has covered Indonesia for more than 10 years.

We provide a full range of services across industries including dispute resolution, corporate advisory work, and transactional services on foreign direct investment, mergers and acquisitions, projects and infrastructure, and workouts.

Our clients include institutional investors, corporate and individual shareholders, and management. We help to negotiate, structure, and document their investments and transactions.

We have readily available resources, including a network of associates and local practitioners for Indonesian investment, tax, and related matters. Our team has worked on numerous transactions and contentious matters in Indonesia and is able to contribute a keen understanding of the problems and solutions faced by client with interests there.

Practice Areas 

Corporate M&A / Banking & FinanceCapital Markets

  • CVC Capital Partners on the restructuring of its investment, through Asia Color Company Limited, in PT Matahari Department Store Tbk (Matahari) with PT Multipolar Tbk and PT Matahari Pacific, and the subsequent public offering of a 40% stake in Matahari that raised approximately US$1.36 billion.

  • Acted for Fullerton Financial Holdings Pte Ltd, a Temasek subsidiary, in selling 75% of its stake in Sorak Financial Holdings to Maybank. Sorak owned 56% of Bank Internasional Indonesia (BII). This made Maybank the controlling shareholder of BII. The Sale & Purchase Agreement contemplated that Kookmin Bank would sell its 25% stake in Sorak. The total purchase price for 100% of Sorak was US$ 1.5 billion

  • Acted for the shareholders of PT. Henrison Inti Persada (PT HIP) and its shareholders in relation to a joint venture with Noble Group. Under the terms of the joint venture, Noble Group acquired a 51% stake in PT HIP which will develop approximately 32,500 ha of land for palm oil production in Sorong Regency, West Papua Province, Indonesia. Based on Noble’s announcement, the joint venture represents Noble’s first venture in the palm oil sector. Noble further announced that PT HIP is to be registered as a member of the Roundtable on Sustainable Palm Oil, an organisation which promotes the production of palm oil in a sustainable manner based on economic, social, and environmental criteria.

  • Represented a subsidiary of PT Bumi Resources Tbk as Singapore counsel, in the IPO of its minerals assets on Jakarta Stock Exchange in an offering of approximately US$ 1 billion.

  • Acted for PT Bumi Resources Tbk, as Singapore counsel in connection with its Regulation D private placement convertible bond offering of US$ 375 million and in connection with its Regulation S bond offering of US$ 300 million.

  • Advised Domas Agrointi Prima (Sawit Mas Group) on the sale of its oleochemical plants to Bakrie Sumatera Plantations, and the sale of its palm oil plantations to a consortium of investors. The sale required the restructuring of debt in excess of US$ 600 million held by various financial institutions, and a US$ 2 billion off-take arrangement with Proctor & Gamble.

  • Advised on the restructuring and acquisition of a substantial stake in a privately-held Indonesian pharmaceutical group and the subsequent joint venture between the foreign investor and the original Indonesian shareholders. 

  • Advised certain foreign and Indonesian parties on the establishment and development of a hotel group in Indonesia.

  • Advised various Singapore parties in their multimillion dollar acquisition of the entire share capital of an Indonesian company involved in the pulp and paper industry. Subsequent to the completion of the acquisition, Drew & Napier also advised on the restructuring of debt obligations in excess of US$ 100 million.

  • Advised PT Bank Negara Indonesia Tbk and PT BNI Securities on an investment by and joint venture with Softbank.

  • Advised one of the largest Indonesian public-listed cable television companies with respect to an investment by a major private equity fund.

  • Advised the shareholders of a leading tobacco group on an investment by and joint venture with KT & G Corporation.

Corporate M&A

  • Acted on the acquisition and disposal of various mining concessions.

  • Advised on numerous exclusive off-take agreements, royalty agreements, joint operation agreements with respect to mining businesses.

Corporate Restructuring & Workouts

  • PT Berlian Laju (US$2.6 billion)We advised on the worldwide debt restructuring of PT Berlian Laju Tanker Tbk. It is the largest restructuring exercise in Indonesia for some years. PT Berlian is a leading worldwide seaborne liquid cargo transportation specialist and one of the largest chemical tanker operators in the world.  Its fleet of over 100 vessels comprises chemical tankers, oil tankers, gas tankers FSOs and FPSOs. The company is listed on both IDX and SGX. The total debt of the company is estimated at over US$2 billion.  As PT Berlian has assets and operations all over the world, its debt restructuring involves complex multi-jurisdictional legal and practical issues. The exercise has involved Court applications in Indonesia, Singapore and the USA. In Indonesia, the company’s debt composition proposal has been approved by the Indonesian Courts with the approval of the vast majority of its creditors, both international and domestic. This deal has been awarded Asian-MENA Counsel: Deals of the Year – Honourable Mention.

  • Represented Asia Pulp & Paper, in its US$ 16 billion debt restructuring. The group has more than 300 subsidiaries across the world and its debt and equity securities were once publicly traded on several exchanges. The restructuring, which is ongoing, involves numerous cross-border multi-jurisdictional litigations including a series of cases before Indonesian courts, including the Supreme Court, on the validity of US$ 1 billion worth of SEC registered notes.  Further, there are also various judgments issued by the US courts in relation to the debt of the group, some of which are the subject of attempts to enforce across the world.

  • Acted for a Jakarta Exchange-listed agricultural group in restructuring bond issues of US$ 300 million and US$ 225 million bond issues for two companies. The continuing restructuring involves a lawsuit filed in the Jakarta District Court against the security agent for US$ 4 billion, and a lawsuit in the UK High Court in respect of the same matter.

  • Acted in an Indonesian power generation group bond restructuring of US$ 300 million bond issue for a company in a diversified Jakarta Exchange-listed power generation group.

  • Advised Domas Agrointi Primam, the oleochemical arm of the Sawit Mas Group, on its debt and corporate restructuring and the sale of its palm oil plantations and oleochemical plants. The obligations to be restructured include debt in excess of US$ 600 million, and a US$ 2 billion off-take arrangement with Proctor & Gamble. The disposal will require the consent of all stakeholders and contemplates the purchaser assuming a substantial part of the obligations of the Sawit Mas Group.

  • Acted for the majority shareholders of Singapore Tin Ltd in its US$ 8 5 million corporate restructuring, with a view to public listing. Assets include tin mines in Indonesia.

  • Acted in the restructuring of a US$143 million bond issued by PT Apexindo Pratama Duta Tbk, a major energy services company based in Indonesia principally engaged in providing oil, gas and geothermal drilling services.

Trusts

  • Advised on the establishment of various family trusts for Indonesian families with respect to their Indonesian and international holdings and assets whether for succession planning or wealth management.

Arbitration

  • Acted for an employer, against a turnkey main contractor, in an international arbitration in respect of disputes involving termination of an engineering, procurement, and construction contract for a power plant in Indonesia. The sums in dispute amount to about US$ 200 million.

  • Acted for an Indonesian client, in a dispute with a Chinese party over an Engineering, Procurement, and Construction Contract for the construction of a coal fired and steam generating power plant in Indonesia costing US$ 108 million. The dispute is the subject of an arbitration conducted in accordance with ICC Rules and administered by SIAC. The claim in damages is about US$ 100 million.

  • Acted for a major global companyin a US$ 70 million damages claim in an UNCITRAL arbitration; for alleged breach of a joint-venture agreement brought by various Indonesian parties.

China

Our team of Mandarin speaking lawyers has extensive experience in Indonesia and has been involved in most of the largest transactions there. They use their Indonesian expertise to advise Chinese companies on acquisitions, investments, joint ventures, and disputes in Indonesia. The Chinese companies we represent come from many industries including shipping, energy, resources, banking, infrastructure, financial, entertainment and lifestyle. Please see our Greater China Desk webpage for further details.

Accolades

Chambers Asia-Pacific and Global

Corporate & Finance (Expertise Based Abroad) — Indonesia 2017

‘Highly regarded Singapore law firm with extensive experience of Indonesia work, covering dispute resolution and M&A. Considered a go-to firm for major restructuring and insolvency matters in particular, with an especially strong reputation acting for Indonesian debtors.’