Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

Ali Budiardjo Nugroho Reksodiputro (ABNR) has performed impressively over the past year, with growing banking advisory mandates and increased roles on high-valued securities issuance. It has also worked on many M&A transactions in the telecommunications and shipping industries.

The firm acted for Japan Bank International Cooperation (JBIC) on the US$2.3 billion financing for the expansion of a power plant in Indonesia. On bond issuance, it worked for the government of Indonesia on sovereign offerings on the Singapore Stock Exchange valued at US$2.2 billion.

For M&A, the firm assisted Indovision on the US$350 million acquisition of the transponders business from ProtoStar Asia Service and also provided advice on related regulatory issues concerning orbital location. Other examples saw it represent Lotte Shipping on the US$300 million acquisition of the entire share capital of Makro Indonesia. It also advised Indofood Sukses Makmur on the acquisition of the dairy business of Indolakto, as well as Samsung Corporation on the takeover of two plantation companies.

Emir Nurmansyah is a well-respected banking partner. Theodoor Bakker and Woody Pananto have been active leading M&A transactions. The firm’s corporate practice also saw the arrival of foreign counsel Philip Paynes from Blake Dawson.

Though smaller in size, Assegaf Hamzah & Partners has gained great market exposure on capital markets and M&A transactions often involving government bodies.

Of note was its role acting for the Ministry of Finance in April 2009 on the country’s first international sovereign sukuk (Islamic bond) issuance, totalling US$650 million. Another bond offering saw the firm represent the underwriters on the issuance of Rp1.6 trillion (US$157 million) bonds by Indofood Sukses Makmur. It also advised the underwriters on Oto Multiartha’s Rp600 billion (US$59 million) public offering.

M&A highlights include Maybank engaging the firm on the acquisition of the majority of shares in Bank International Indonesia. Assegaf Hamzah & Partners also acted for Sigmantara Alfindo in the sale of 35% of Alfa Retialindo to Carrefour Indonesia.

Name partner Fikri Assegaf has been active across a number of deals this year. Bono Daru Adji and Eri Hertiawan have also led financial and corporate transactions.

Bahar & Partners is well-recognised for capital markets work proving its credentials on a number of high profile issues this year. For example, it advised Morgan Stanley and Citigroup Global Markets Asia as standby purchasers on a rights issue by Bank Danamon Indonesia. It also acted for Matahari Putra Prima on a planned bond issuance, consisting of a conventional bond and a ijarah (capital leasing) bond.

For corporate work, Qatar Telecom mandated the firm on the acquisition of the majority of shares in Indosat and on the tender offer for Series B shares of Indosat. Leading partner Wahyuni Bahar is a well respected lawyer at the firm.

DNC Law Firm is highly visible on banking and project finance deals largely due to its solid client base of local banks. For example, the firm advised the lenders and security agents – including Sumitomo Mitsui Banking Corporation, ING Bank, DBS Bank and Bank Sumitomo Mitsui Indonesia – on the US$336 million financing for an Indonesian mining contractor Bukit Makmur Mandiri Utama.

Other bank work includes advising HSBC as security agent on a US$45 million financing for Essex, a subsidiary of Risjadson Group, as well as counselling bank lenders on a US$55 million financing provided to Unggul Indah Cahaya. On the borrower side, it acted for Elnusa on a US$99.5 million financing advanced by a consortium of banks.

For M&A work, the practice counselled OSK Investment Bank on the acquisition of securities company Nusadana Capital Indonesia. Leading individuals include Arie Armand and Ibrahim Senen.

As an affiliate of Baker & McKenzie, Hadiputranto Hadinoto & Partners is benefiting from its solid international client base and a capacity to handle complicated and large-scale transactions. It has been active in banking, project finance and M&A this year. It has also worked on several acquisition financing deals, such as the advice to eight mandated lead arrangers on a US$460 million senior facility agreement to Professional Telekomunikasi Indonesia for the acquisition of telecommunications towers. In the natural resources sector, the firm also represented PAM Lyonnaise Jaya on a US$50 million recourse financing for its West Jakarta water concession business, provided by the Asian Development Bank.

The firm is also active on securities offerings. It was involved in the Indonesian government’s Rule 144A/Regulation S sovereign sukuk offering, counselling joint lead managers Barclays Capital, HSBC and Standard Chartered Bank. Issuer work includes roles on Bank Danamon’s Rp4 trillion (US$362 million) rights issue and Trikomes Oke’s US$9.2 million IPO.

A key M&A deal over the last year was representation of the country’s largest mining company, Bumi Resources, on the US$551 million takeover of Australian company Herald Resources. In the banking sector, the firm also worked on the creation of Bank CIMB Niaga, which was a US$10.2 billion merger between local banks Bank Niaga and Bank Lippo. One additional example is the representation of HSBC on the acquisition of 89% of the shares in Bank Ekonomi Raharja at a cost of US$614 million.

The state-owned power utility PLN also engaged the firm on the continuing financing of a number of energy and power projects. The financing was provided by Barclays, China Development Bank, BNI, BRI and Bank Mega under guarantee from the government of Indonesia.

Tuti Hadiputranto heads up the capital markets team while the banking and project finance practice is led by Timur Sukirno. Indri Pramitaswari has advised on a number of M&A and project financing transitions, working together with foreign counsel Mark Innis. Other leading individuals include Daniel Ginting and Mita Djajadiredja.

Hanafiah Ponggawa & Partners is well known for spinning-off businesses, particularly in the banking sector. The young firm is also active in several bank lending deals.

In the M&A space, the firm advised Bank Rakyat Indonesia (BRI) on an acquisition of a local bank, followed by a spin-off of BRI’s shariah business units into the local bank. It also acted for BUMD on the establishment of a shariah-based commercial bank and on the spin-off of the shariah business into a new separated shariah-based commercial bank.

In the aviation industry, the firm advised Garuda Indonesia on the leasing of eight Boeing aircraft and another 27 aircraft from leasing companies Gecas, ILFC and Aircap. It also helped Citra Sar Makmur in obtaining a credit facility of Rp1 trillion (US$98 million) consisting of a combination of conventional and shariah loan syndications. Finally, the practice also advised Bank Akita on its sale of shares to Barclays Bank.

Al Hakim Hanafiah, Fabian Buddy Pascoal and Andre Rahadian are the leading names in the practice.

Hendra Soenardi & Rekan made its name on Indonesia’s largest IPO last year, acting for the shareholders of Adaro Energy in the US$1.3 billion offering. The firm’s banking and M&A teams were also active last year.

Adaro Energy retained the firm for its role as guarantor on a US$300 million secured facility from a consortium of banks to borrower Saptaindra Sejati. On M&As, the firm worked on the US$1.1 billion acquisition of 100% interest in Agalia Energy Investments and Ariane Investments Mezzanine. It also advised the purchaser Alam Tri Abadi, a subsidiary of Adaro Energy, on the deal. One further example saw it counsel SHV Holdings on the €227 million sale of Makro Indonesia to Korean company Lotte Shopping. Eddy Hendra stands out as leading partner of the firm.

Hiswara Bunjamin & Tandjung possesses a solid client base of foreign investment banks. This year saw a large proportion of its work in the energy and power sectors, with support from parent firm Herbert Smith. For example, HBT represented Deutsche Bank, Credit Suisse and UBS in two note offerings by an Indonesian private oil and gas company and an independent power producer.

In the M&A space, the firm advised Indonesian oil and gas exploration company Black Gold Energy, together with substantial shareholder Goldman Sachs, in relation to a share subscription in the company by a major sovereign wealth fund together with a subsequent buyout of certain member interests. Other corporate work includes representing BHP Billiton on the proposed disposition of Kendilo Coal Mine in East Kalimantan, and BAT on a proposed major acquisition in Indonesia.

Tjahjadi Bunjamin heads the firm’s finance practice, specialising in the areas of banking and finance, restructurings and capital markets. Iril Hiswara heads the M&A practice, both for public and private transactions. Herbert Smith partner David Dawborn is seconded to HBT in Jakarta as senior international counsel together with four other Herbert Smith lawyers.

Hutabarat Halim & Rekan is strong in banking and project finance and this year also had a good performance across M&A in a number of resources and real-estate transactions.

The banking practice worked on several loan and restructuring mandates, such as counsel to Maritim Nusantara on the US$9.2 million loan facility from Export-Import Bank of Malaysia. In addition, the firm advised Starworld Investment on the restructuring of security documents on the proposed US$26 million acquisition of 300 strata title units of condominium buildings in the commercial district of Jakarta. Yellow Horizon instructed the firm on its US$15 million purchase of non-performing loans of Bank Lippo. Hutabarat Halim & Rekan advised on the settlement and restructuring of the loans with corporate debtors.

M&A activities included the firm’s work on Perkebunan Perkebunanan Nusantara II (PTPN II), where the firm was consulted on the joint operation agreement of a palm oil and rubber plantation area. Property developer Pikko Group also instructed the firm on the Rp28 billion (US$2.7 million) acquisition and development of an entertainment centre and park in Jakarta. And it turned to the firm for the acquisition of properties from Cakrawala Dekatama and for the purchase of Crystal Cakrawala Indah for the development of a property complex in Indonesia’s north Sumatra province. Pheo M. Hutabarat and Rosna Chung co-head the banking practice while Peter Fanning led a number of M&A deals this year. Nini N Halim and Inka Kirana act as co-heads of the corporate department.

Founding and senior partner Kartini Muljadi has enjoyed a high profile in the market for more than 30 years and acts for many corporates, as well as the Indonesian government, on various capital raising deals and project financings.

The firm’s banking and finance practice also includes acquisition finance, trade and export finance, equipment finance, syndicated finance and securitisations. The practice is also known for its regulatory capability.

Lubis Ganie Surowidjojo has been steadily growing its practice, especially in banking and capital markets. For example, it advised Standard Chartered Bank on a credit facility to Triputra Investindo Arya and Trinugraha Thohir. The US$100 million deal involved a pledge over shares of Adaro Energy.

Other work includes its representation of DBS Bank on a US$40 million revolving facility to Adaro Indonesia, and its role as counsel to the lead arrangers on the restructuring of an Indonesian company’s US$80 million facility.

On M&As, the firm worked for GIC Special Investment, Goldman Sachs and Noonday on the sale of 3.9% shares in Adaro Energy through a block trade.

Mochamad Fajar Syamsualdi and Ahmad Jamal Assegaf led a number of deals this year. Arief Surowidjojo, Abdul Haris Rum and Arisia Arundati Pusponegoro are leading lawyers for banking and capital markets.

Makarim & Taira S is renowned for its corporate commercial practice as well as housing a solid reputation for capital markets work. This year, it has also worked on many high-quality financings for energy projects.

The firm worked on a US$333 million credit facility to Titan Capital and Titan Kimia Nusantara, acting for a group of bank lenders including Standard Charted Bank, Offshore Labuan, WestLB and RHB Bank. It also represented HSH Nordbank on the US$4 million loan agreement for an aircraft mortgage, and assisted a syndication of banks on the US$250 million working capital facility provided to Smelting.

Notable project financing deals include the firm’s representation of the lead arrangers – which included Bank Mandiri, Bank Negara Indonesia and Bank Central Asia – on the US$479 million financing for the state-owned electricity company PLN for three coal-fired power plants in Indonesia (Indramayu) and Labuan, Malaysia. Another high-value financing saw the firm represent Central Java Power on the development of a US$2.3 million project, which was leased to PLN.

The corporate practice advised Sun Life on the US$18 million acquisition of 49% shares in Commerce International Group, which is owned by CIMB Group. Sun Life also consulted the firm on the formation of a joint-venture life insurance company with CIMB Group and Bank CIMB Miaga.

Rahayuningsih Hoed and Ratna Iskandar co-lead the banking and project finance team, with the support of foreign consultant Gregory Ranslam. Richard Cornwallis is head of the M&A practice.

Makes & Partners has had a strong performance in project finance and corporate transactions this year. The firm represented HSBC Institutional Trust Services as trustee on a S$350 million (US$244.5 million) credit facility agreement for Lippo Mapletree Indonesia Retail Trust, and on a S$120 million (US$83.8 million) loan facility for First Reit Singapore.

Notable M&A transactions saw HSBC Asia Pacific Holdings engage the firm on the acquisition of shares from Bank Ekonomi Rahardja, totalling US$631 million. The firm also advised Kestrel Wave Investment in the voluntary tender offer of 15.2% total issued and paid up capital of Citra Tubindo, valued at Rp4 trillion (US$393 million).

The firm’s deal list also includes advising Nusantara Infrastruktur on the Rp400 billion acquisition of Jakarta Lingkar Barasatu, and Bahana TCW Investment Management as fund manager in the Rp325 billion acquisition of Pelabuhan Penajam Banua Taka.

Name partner Yozua Makes led a number of these deals with support from Mariko Bawi and Iwan Setiawan.

Melli Darsa & Co is well respected in the market for its solid practice across capital markets, M&A, banking and projects. Notable deals include a number of rights issues, such as representing Temasek Holdings subsidiary Asia Financial on a US$390 million issue by Bank Danamon in April 2009. UBS also mandated the firm to advise it as financial adviser on a US$375 million issuance by Astra International subsidiary United Tractors.

More samplings include the firm’s advice to Northstar Pacific on the subscription of US$20 million mandatory exchangeable bonds issued by Delt Sarana Pradana. The bonds were exchangeable into shares in Trikomsel Oke, an Indonesian distributor of wireless communication and multimedia gadgets company.

The firm also enjoys a good reputation on banking law. Bank Mandiri engaged the firm on the Rp1.86 trillion (US$183 million) investment loan facility and working loan capital facility to Darmex group for the development of its plantation business. It also assisted Banking Mandairi’s credit recovery group on a debt restructuring deal for Bosowa group, including a Rp1.6 trillion (US$157 million) syndicated loan and a bilateral loan totalling US$53 million.

Name partner Melli Darsa is well respected in the market while other leading individuals include Sugianto Osman, Elizabeth Silalahi and Zippora Siregar.

Traditionally strong on capital markets, Mochtar Karuwin Kormar is often found on the underwriter’s side. This year, the firm completed a number of deals in the shipping sector, where it acted for banks in Singapore on financing arrangements with Pratama Ocean Line and Berlian Laju Tanker among others. It also advised Oswal Logistics on the financing behind the purchase of tugs and barges. Aircraft owners Cessna and Gecas also sought the firm’s counsel on leasing transactions to Indonesian airlines.

Other notable deals saw International Finance Corporation mandate the firm on a US$45 million loan facility, while Thiess Contractor instructed the practice on a bond issuance. Leading lawyers include Craig Heggie, Emir Kusumaatmadja, Tiffany Boer and Miranti Ramadhani.

Soemadipradja & Taher has enjoyed steady growth in capital markets, M&A and financing transactions this year. Notable deals over the last year include representing Bank Syariah Muamalat Indonesia on the issuance of Rp300 billion (US$29.5 million) subordinated sukuks and advising Abbey Communications as a standby purchaser in the rights issue of Abdi Bangsa.

Highlights of the banking practice saw UOB mandate the firm on loan agreements with foreign borrowers and Indonesian security providers and guarantors. Standard Chartered Bank and Bank Syariah Muamalat Indonesia also turned to the firm for advice on regulatory issues.

For M&A, the firm acted for the purchasers on CIMB Group’s acquisition of Asuransi Jiwa John Hancock Indonesia and on the takeover of Accette Broker Asuransi by Accette Group. It also represented Antam on the proposed acquisition of Herald Resources.

Linda Widyati and Dezi Kirana have been active this year. The firm also saw the promotion of corporate lawyer Retno Muljosantoso and Emalia Achmadi to its partnership.

Soewito Suhardiman Eddymurthy Kardono has had a successful year in project finance and M&A work, with a high presence in the plantation, mining and telecommunications sectors.

Deal highlights saw mandates from Bangkok Bank on a Rp100 billion (US$9.8 million) credit transaction, and Axis Bank on the financing of the acquisition of a mining interest in Indonesia.

Power projects saw the firm’s role on a US$450 million greenfield investment by Showa Denko in a bauxite mining and chemical-grade alumina processing project. It also acted as counsel to IFC and the state electricity utility PLN on the Central Java Model Private Power Project.

In the telecommunications sector, the firm worked for Sarana Menara Nusantara on the acquisition of Professional Telekomunikasi Indonesia, one of the largest telecommunication tower operators in the country. Other samplings include its advice to Djarum on the proposed acquisition of shares in Palmindo and representation of Enel Trade on its US$300 million purchase of a 19% stake in Bayan Resources. Capital markets work saw it advise Gem Diamonds on a private placement and listing of shares on the London Stock Exchange in April 2009.

Mohammad Kadri is the firm’s banking specialist and handles the restructuring of listed banks and assists clients who plan to acquire or merge Indonesian banks. Richard Emmerson and Ira Eddymurthy were active in the private power sector. Ira Eddymurthy and Susandarini also led a number of M&A deals this year.

Widyawan & Partners is an energy boutique firm with a long-established reputation in the market. The firm is active in the power and mining sectors.

Notable deals this year saw the firm acting as local counsel to Medco Energi International as one of the shareholders in the establishment of a liquefied natural gas (LNG) downstream company. Name partner Widyawan is a leading figure at the firm.

Brigitta I Rahayoe & Partners

Deacons-associated firm Brigitta I Rahayoe & Partners advises on the whole spectrum of banking and finance products. Name partner Brigitte Rahayoe has accrued a good deal of overseas experience during her career and the focus of her firm reflects that. The firm has few Indonesian competitors in the banking and project finance space in the People’s Republic of China.

NSMP Law Offices

Offering a wide range of financial and corporate legal services, Nurjadin Surmono Mulyadi Pratanto (NSMP) was established in 2006. Major practice areas it covers are corporate lending, trade finanance, project finance, derivatives, debt and financial restructuring, insolvency and corporate restructuring, M&A, IP, dispute resolution and capital markets. The firm employs over 25 lawyers and paralegals and provides quality advice to domestic and international clients. Key industries its transactional work concentrates around include mining, plantation, infrastructure, financial services, banking, aviation, property and pharmaceuticals. Partners of the firm are Nurjadin, Ilya Sumono, Mulyadi, Michael Pratanto and Dewanto.

Roosdiono & Partners

Full service corporate law firm Roosdiono & Partners assists international and Indonesian corporate clients across diverse fields of industry, commerce and government. The ambitious, outwardly-looking firm has broadened its practice in recent times through its strategic alliances with Malaysia’s largest firm Zaid Ibrahim & Co (in 2005) and Singapore’s largest firm Allen & Gledhill (in 2008). The firm’s capability was boosted on January 1 2009 when it admitted to its partnership Dini Shanti Purwono. In addition to covering capital market and securities transactions, Purwono’s experience includes advising on foreign and domestic M&A transactions as well as acting on the sale of strategic stakes of public and private companies to foreign investors.