410 Indonesia

Indonesia
Chamber of commerce: Professional body:
Jakarta Chamber of Commerce and Ikatan Advokat Indonesia
Industry Complex Duta Merlin Block B-30
Majapahit Permai Block B 21-23 J1 Gajah Mada 3-5
Majapahit 18-20 Jakarta 10130
10160 Jakarta Indonesia
Indonesia Tel: +62 21 633 1636
Tel: +62 21 380 8091 +62 21 633 5138
Fax: +62 21 384 4549 Fax: +62 21 633 3326
Email: kadinjkt@indosat.net.id
Web: www.kadin.or.id

Overhaul of Indonesia’s mining Pre-notification is conducted by submit- needs for mineral and coal can be satisfied in
regime ting written documentation between the con- the stipulated time period.
cerned parties, stating their plan to imple- Divestment requirements for foreign-
Oene Marseille and Freddy Karyadi ment the transaction. KPPU shall then initi- owned mining companies are also governed.
Ali Budiardjo Nugroho Reksodiputro ate a preliminary assessment of the plan in 30 At least 20% of wholly foreign-owned ven-
Jakarta days. In the event KPPU, based on the pre- tures must be divested in several stages start-
liminary assessment, deems there is a highly ing from the sixth year until the end of the
Indonesia is holding out remarkably well in concentrated level of unfair competition or ninth year of production.
the current difficult economic period. With monopoly practices, it will proceed with a
expected 4% GDP growth, it will be one of thorough assessment within 60 days. The Reclamation and post-mining
the few growing economies in the world. opinion of the KPPU resulting from the thor- This draft stipulates that the IUP and IUPK
A number of regulations that have signifi- ough assessment is non-binding for the parties holder is obliged to submit a reclamation and
cant impact on acquisitions and financing conducting the transaction. post-mining plan when applying for IUP
have been passed recently. A short synopsis of Production Operation and IUPK Production
a number of them follows below. Mining opportunities for foreign investors Operation permits.
The Indonesian government is preparing four
Pre-notification for mergers, consolidations drafts of implementing regulations of the Mining supervision
and acquisitions New Mineral and Coal Mining Law (No. This draft outlines the government’s role and
Recently the competition authority, KPPU 4/2009), which will provide significant authority in supervising mining business
(Commission for Supervision of Business opportunities for foreign investors to make activity. The minister, governor or regent/city
Competition), issued Regulation 1 of 2009 direct investments in the mining sector, as fol- mayor will oversee the mining business of IUP
on Pre-Notification for Mergers, lows: and IUPK-holders including, but not limited
Consolidations and Acquisitions. The notifi- to, mining administration, operational tech-
cation is on a voluntary basis and there is no Mineral and coal mining niques, professional competency, financial
sanction for not notifying KPPU before This draft stipulates in detail the definition of development and social impact.
undertaking a merger, consolidation, or WIUP (Wilayah Izin Usaha Pertambangan –
acquisition. Area of Mining Licence). Every enterprise New aviation law
The pre-notification would only be filed if mining metals, mineral products and coal The new 2009 Aviation Law replaces the
the merger or consolidation causes the surviv- must obtain a WIUP by way of tender prior 1992 Aviation Law and emphasises five key
ing company to have: (i) asset value of more to operations. A WIUP specifies the area or areas: namely, airports, flight navigation, air-
than two-and-a-half trillion rupiahs ($250 part of area of mining – be it coal, metal min- craft, air transport and flight safety. This law
million); or (ii) turnover of more than five tril- eral, non-metal mineral and/or stone – that should drive significant improvements in the
lion rupiahs ($500 million). For banking and has been permitted by the government in co- aviation sector and establish good corporate
financial services, the asset value threshold is ordination with the regional government. governance of aviation companies.
five trillion rupiah and the turnover value is Aircraft are covered more thoroughly
15 billion rupiah. These thresholds are not Implementation of mining business activity under the new Aviation Law. An aircraft
applicable if the merger or consolidation This draft stipulates the implementation object may be encumbered with international
results in majority control of the relevant mar- framework for IUP (domestic market obliga- interests arising as a result of security agree-
ket by the surviving company. tion mining business licence) holders and ments, title reservation agreement, and/or
With respect to acquisitions, pre-notifica- IUPK (special mining business licence) hold- leasing agreements. A debtor may issue a
tion may be filed if the above thresholds of ers. The holder of IUPs and IUPKs of pro- deregistration request to the creditor to apply
assets, turnover or market shares are exceeded duction and operation (as opposed to the pre- for a registration annulment; however aircraft
through: (i) change of effective control due to liminary exploration permits) can export min- which have obtained an Indonesian registra-
transfer of shares or assets or otherwise; (ii) ing products of mineral and coal that have tion mark and Indonesian nationality (which
transfer of shares having more than 25% vot- been processed or purified locally to the off- has been acknowledged and recorded by the
ing rights; or (iii) transfer of assets. shore market, to the extent that domestic Minister of Transport) may not be annulled

www.iflr1000.com 2010 EDITION

 Financial and corporate | Indonesia 411

without permission from the creditor. Banking Project finance

Unfortunately, the details of the new aircraft
provisions have yet to become law. Recommended firms Recommended firms
Tier 1 Tier 1
New income tax law Ali Budiardjo Nugroho Reksodiputro Ali Budiardjo Nugroho Reksodiputro
Recently the Indonesian government intro- Hadiputranto Hadinoto & Partners Hadiputranto Hadinoto & Partners
duced a 5% capital gains tax on any disposal Hiswara Bunjamin & Tandjung Hiswara Bunjamin & Tandjung
of shares of a SPV abroad having shares of and Melli Darsa & Co Soewito Suhardiman Eddymurthy Kardono
special relationship with an Indonesian com-
pany, by non-resident shareholders of the Tier 2 Tier 2
SPV. Another new capital gains tax rule relates Assegaf Hamzah & Partners Bahar & Partners
to disposal of various luxury goods located in Bahar & Partners Hutabarat Halim & Rekan
Indonesia by non-resident taxpayers, which is DNC Law Firm Lubis Ganie Surowidjojo
subject to a 5% tax unless an applicable tax Hanafiah Ponggawa & Partners Makarim & Taira S
treaty requires otherwise. Hendra Soenardi & Rekan Soemadipradja & Taher
The controlled foreign corporation rule, Hutabarat Halim & Rekan
which requires a dividend distribution by a Makarim & Taira S Tier 3
foreign company to Indonesian shareholders Makes & Partners Assegaf Hamzah & Partners
that hold more than 50% of interests, has Mochtar Karuwin Komar Hanafiah Ponggawa & Partners
been recently revised by abolishing blacklisted Soewito Suhardiman Eddymurthy Kardono Hendra Soenardi & Rekan
countries. Corporate income tax rate reduc- Kartini Muljadi & Rekan
tions for publicly listed companies are also Tier 3 Makes & Partners
clarified by a regulation setting out details of Kartini Muljadi & Rekan Mochtar Karuwin Komar
the requirements for securing a reduction. Lubis Ganie Surowidjojo Soebagjo Jatim Djarot
The Capital Market and Financial Institution Soemadipradja & Taher Widyawan & Partners
Supervisory Board and Share Registrar of the Tumbuan Pane
public company will provide tax authorities Restructuring and insolvency
with the list of eligible taxpayers. Mergers and acquisitions
Recently, a 2.5% flat income tax has been Recommended firms
imposed on derivative transactions on a stock Recommended firms Tier 1
or commodity exchange. The tax base is the Tier 1 Ali Budiardjo Nugroho Reksodiputro
amount of initial margin, which is defined as Assegaf Hamzah & Partners Hadiputranto Hadinoto & Partners
any fund and/or securities that must be Hadiputranto Hadinoto & Partners Lubis Ganie Surowidjojo
deposited by the broker at the agency to Hiswara Bunjamin & Tandjung
secure the settlement of the contract. Melli Darsa & Co Tier 2
BT Partnership
Tier 2 Hutabarat Halim & Rekan
Ali Budiardjo Nugroho Reksodiputro Makarim & Taira S
Hanafiah Ponggawa & Partners Makes & Partners
Capital markets Hendra Soenardi & Rekan
Hutabarat Halim & Rekan Tier 3
Recommended firms Makarim & Taira S DNC Law Firm
Tier 1 Makes & Partners Hiswara Bunjamin & Tandjung
Assegaf Hamzah & Partners Mochtar Karuwin Komar Kartini Muljadi & Rekan
Bahar & Partners Soewito Suhardiman Eddymurthy Kardono Soebagjo Jatim Djarot
Hadiputranto Hadinoto & Partners Soewito Suhardiman Eddymurthy Kardono
Makes & Partners Tier 3 Tumbuan Pane
Melli Darsa & Co Bahar & Partners
DNC Law Firm The global credit crunch has not yet damp-
Tier 2 Kartini Muljadi & Rekan ened interest in Indonesia’s abundant natural
Ali Budiardjo Nugroho Reksodiputro Lubis Ganie Surowidjojo resources, such as mining, coal, oil and gas,
Hiswara Bunjamin & Tandjung Soebagjo Jatim Djarot renewable energy and power plants.
Hutabarat Halim & Rekan Soemadipradja & Taher Practitioners have witnessed continuing activ-
Lubis Ganie Surowidjojo ities in these projects as well as M&A transac-
Makarim & Taira S tions in the natural resources sector. “Because
Mochtar Karuwin Komar of the dropping price, mining exploration still
Soemadipradja & Taher shows a continuing demand,” says a lawyer.
But adoption of the country’s new mining
Tier 3 law in December 2008, with its stronger pro-
Kartini Muljadi & Rekan tection of the nation’s natural resources, has
Hendra Soenardi & Rekan brought up uncertainties. The new law has
Soewito Suhardiman Eddymurthy Kardono tightened up restrictions in mining explo-
ration – for example, mining companies will

2010 EDITION www.iflr1000.com

412 Indonesia | Financial and corporate
not be able to rely on a 30-year fixed rights
contract. Some lawyers describe the law as
“against the interest of foreign investors” and
expect that mining activities will see a slow-
down this year. Local media also reports that
one of country’s largest miners, Australia’s
BHP Billiton, has abandoned a $4 billion
investment plan partly due to the new regula-
tions.
While mining business players are expect-
ing more clarification in the government’s
implementation rules, the presidential elec-
tion has sparked a debate on whether eco-
nomic policies should be construed to be “lib-
eral towards foreign investment” or moving to
an “economy for the people”. “With the cur-
rent crisis, there is a desire for economic poli-
cies to be more careful in protecting national
interests,” says a lawyer, adding that the cur-
rent government is under pressure to have
more policies that do not rely only on the
“trickle down effect” but try to make
Indonesian industries more independent of
foreign investment.
But with President Susilo Bambang
Yudhoyono seen as more open to foreign
investment than his predecessors, lawyers
expect economic activities to continue on a
“business as usual” basis. “There is still steady
work for lawyers,” says one.
“The effect of the global financial crisis is
nowhere like the impact of the Asian eco-
nomic crisis in the late 1990s, and thus I per-
sonally do not expect any decrease of demand
for legal services – or at least, there will still be
enough work to go around all the law firms,”
the partner adds.
Ali Budiardjo Nugroho
Reksodiputro
Peers regard Ali Budiardjo Nugroho
Reksodiputro (ABNR) as an “old and strong
firm”. “They have gained lots of legal consult-
ing work since 1976 when the country
opened up for foreign investment,” says one
peer, “and their fame lasts until now – a major
player in Jakarta.”
Though capital markets dropped seriously
this year, ABNR managed to attract roles in
high-value issuances, advising the government
of Indonesia on the $2.2 billion global bonds
issuance listed on the Singapore Stock
Exchange. “They have great access to regula-
tors and knowledge of the market,” says a
client. “They also have experienced lawyers
and [are] easy to communicate [with] even to
the partner level, and good negotiation skills.”
The market praises the firm’s growing
practice in the banking sector, backed up with
its solid projects practice. “Their banking
practice is getting fairly good now and is
active in many deals,” says a rival. Another
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adds: “Their reputation for banking is high up
there.” This was exhibited in a $2.3 billion
financing for the expansion of Tanjun Jati B
power plant when Emir Nurmansyah advised
Japan Bank International Cooperation
(JBIC). “He is always found in large projects,”
says one competitor about Nurmansyah.
In October 2008, the team saw the arrival
of foreign counsel Philip Payne from
Australian firm Blake Dawson. Payne acted
for Indovision on its $350 million acquisition
of satellite transponders from ProtoStar Asia
Service and related regulatory issues concern-
ing orbital location. The new satellite was
launched in May 2009. The firm’s media
clients also include Global Mediacom group,
a satellite operator and owner of three broad-
cast television networks, radio stations and
print media as well as a CDMA mobile phone
network.
The shipping practice, led by Theodoor
Bakker, was active this year, advising Lotte
Shipping on its $300 million acquisition of
the entire share capital of Makro Indonesia.
Other noteworthy representations were
Indofood Sukses Makmur’s acquisition of the
dairy business of Indolakto and Samsung
Corporation in its takeover of two plantation
companies – Gandaerah Hendana and
Ineccda.
The firm is also busy with restructuring
work, assisting clients on legal documentation
and negotiation of commercial terms.
Leading lawyers
Theodoor Bakker
Emir Nurmansyah
Woody Pananto
Philip Payne
Hadiputranto Hadinoto &
Partners
“Hadiputranto Hadinoto & Partners is
known for their name, long history and good
reputation for complex and structured trans-
actions,” says a client, who consulted the firm
regarding a term loan facility on security
issues. It is difficult to argue the firm’s top
position across the board in financial and cor-
porate work. “They are almost everywhere,”
one peer notes.
The firm has had an exceptionally strong
year in the banking, M&A and project
finance sectors. “They are among the best in
terms of response time, knowledge on local
regulations, solid team work and expertise of
the counsellors,” comments a client.
In the first half of 2009 the firm has been
kept busy with bond offerings and IPOs. It
represented the joint lead managers, consist-
ing of Barclays Capital, HSBC and Standard
Chartered Bank, in the Indonesian govern-
ment’s Rule 144A/Regulation S sovereign
sukuk offerings. Other capital markets work
included advising the issuers on Bank
Danamon’s Rp4 trillion ($362 million) rights
issue and Trikomes Oke’s $9.2 million IPO.
As an affiliate of Baker & McKenzie, the
firm caters to a panel of international banks.
This could be reflected in the firm’s represen-
tation of eight mandated lead arrangers on a
senior facility agreement for Professional
Telekomunikasi Indonesia in connection with
its acquisition of telecoms towers. The agree-
ment consists of $360 million and Rp1.18
trillion ($116 million) tranches, totalling
$460 million.
In another acquisition financing deal, the
firm represented UOB Asia on a $130 million
loan also used to acquire a telecoms tower. In
the natural resources sector the firm advised
Pam Lyonnaise Jaya on a $50 million recourse
financing for its West Jakarta water concession
business, provided by Asian Development
Bank.
A landmark M&A deal saw the firm advise
on the merger between two local banks, Bank
Niaga and Bank Lippo. The combined entity,
Bank CIMB Niaga, has assets valued at $10.2
billion and is the fifth-largest bank in
Indonesia.
Clients singled out Mita Djajadiredja
within the “excellent team”. Djajadiredja and
Tuti Hadiputranto co-led the deal for HSBC
on its $614 million acquisition of 89% shares
in Bank Ekonomi Raharja, which made
HSBC the third-largest foreign bank in
Indonesia. The firm was also engaged by
Maybank on a mandatory tender offer in its
$551 million acquisition of 55.6% of the
shares of Bank International Indonesia.
Outside the banking industry, the firm
advised Indonesia’s largest mining company,
Bumi Resources, on its $551 million takeover
of Herald Resources, an Australian mining
company. In a recently-closed deal,
Hadiputranto Hadinoto also acted for
Commerce International Group in the $18
million sale of a 49% stake in an Indonesian
life insurance company to Sun Life.
Highlights of projects work saw the firm
advise state-owned power utility PLN on the
continuing financing of a number of energy
and power projects under the Fast Track
Program, guaranteed by the government of
Indonesia. Bank lenders included Barclays,
China Development Bank, BNI, BRI and
Bank Mega.
Leading lawyers
Mita Djajadiredja
Daniel Ginting
Tuti Hadiputranto
Indri Pramitaswari
Timur Sukirno
2010 EDITION

Hiswara Bunjamin & Tandjung
As an affiliate of Herbert Smith, Hiswara
Bunjamin & Tandjung caters to a panel of
international clients in cross-border transac-
tions, supported by the firm’s specialists in
Singapore and Japan. This year saw partner
David Dawborn seconded to Jakarta and
Singapore’s addition of Richard Nelson, an
energy and infrastructure expert who focuses
on M&A in Indonesia.
The firm’s practice shows a strong empha-
sis in oil, gas, energy and power sectors. “The
firm is very capable and offers good practical
legal advice based on a solid grounding in
Indonesian law and a depth of knowledge of
the Indonesian oil and gas industry,” com-
ments a client.
Having a strong connection with invest-
ment banks, the firm has acted for Deutsche
Bank, Credit Suisse and UBS in two note
offerings by an Indonesian private oil and gas
company and an independent power produc-
er.
The firm worked for an Asian telecoms
company on a proposed $65.6 million loan to
fund its purchase of shares in a telecoms com-
pany. The firm also advised Mitsubishi on a
crude oil pre-export financing arrangement in
Indonesia.
Peers highly recommend David Dawborn
in M&A, along with Brian Scott, who is
awaiting an imminent promotion to partner.
The pair led the team advising Black Gold
Energy and its shareholder Goldman Sachs on
a share subscription in an Indonesian oil pro-
ject, operated by a sovereign wealth fund. The
deal also involved a buyout of member inter-
ests.
Historically, Japanese companies form a
dominant client base for the firm’s projects
practice. Hiswara Bunjamin & Tandjung
counselled Mitsubishi as sponsor to a Donggi
Senoro liquefied natural gas (LNG) project in
relation to a gas sale agreement. Other
instructions from Japanese clients include
proposed farm-out agreements for a share of
the Pasangkayu block in Indonesia’s west
Sulawesi, upstream oil and gas investments,
power plant projects and engineering, pro-
curement and construction contract issues
relating to LNG projects.
“There is no good reason for me to use any
other firm for most of the work that needs the
assistance of outside counsel,” a client notes.
Leading lawyers
David Dawborn
Richard Nelson
2010 EDITION
Financial and corporate | Indonesia
Hutabarat Halim & Rekan
Hutabarat Halim & Rekan’s strength lies in
banking, projects and commercial practice. In
addition to its strong activities in banking and
finance, the firm also climbed up a tier in
M&A, with roles in several natural resources
and real-estate transactions.
The firm is busy with a number of loan
and restructuring mandates including repre-
senting a Labuan company on a $20 million
loan facility provided by Credit Suisse, and
advising Maritim Nusantara on a $9.2 million
loan facility from Export-Import Bank of
Malaysia.
Yellow Horizon instructed the firm on its
$15 million purchase of the non-performing
loans of Bank Lippo and advised on the set-
tlement and restructuring of the loans with
corporate debtors. The firm is also advising
Starworld Investment on the restructuring of
security documents in connection with the
proposed acquisition of 300 strata title units
of condominium buildings in the commercial
district of Jakarta, valued at $26 million.
In M&A, the firm represented
Perkebunanan Nusantara II, a state-owned
company, on a joint-operation agreement
regarding a palm oil and rubber plantation
area in June 2009. The firm also advised Mitra
Internusa Persada, a coal mining company, on
its sale of mining assets, a joint venture agree-
ment and acquisition of a mining concession
in Indonesia.
In real estate, the firm was lead counsel to
Pikko Group on several transactions including
a Rp28 billion ($2.7 million) acquisition and
development of an entertainment centre and
park in Jakarta, and the acquisition of proper-
ties from Cakrawala Dekatama and Crystal
Cakrawala Indah for the development of a
property complex in Indonesia’s north
Sumatra province.
One notable project finance mandate saw
the firm advise Sindicatum Carbon Capital on
a number of clean development projects.
Leading lawyers
Rosna Chung
Peter Fanning
Pheo Hutabarat
Lubis Ganie Surowidjojo
While maintaining its top position in restruc-
turing work, Lubis Ganie Surowidjojo has a
growing momentum in capital markets and
an even stronger performance in banking.
One highlight of the firm’s capital markets
work saw it advise Astra International on a
$50 million MTN programme.
Owing to its strategic alliance with Norton
Rose, the firm has accumulated a group of
international banking clients. It advised DBS
413
Bank on a $40 million revolving facility to
Adaro Indonesia and acted for the lead
arrangers on the restructuring of an
Indonesian company’s $80 million facility.
Standard Chartered Bank also called on
the firm for advice on a $100 million credit
facility to Triputra Investindo Arya and
Trinugraha Thohir. The deal involves a pledge
over shares of Adaro Energy.
In M&A, the firm led counsel for GIC
Special Investment, Goldman Sachs and
Noonday on the sale of 3.9% shares in Adaro
Energy through a block trade.
Leading lawyers
Ahmad Jamal Assegaf
Abdul Haris Rum
Mochamad Fajar Syamsualdi
Makarim & Taira S
“Makarim & Taira S has gone into the fourth
generation of partners. Its biggest strength is
corporate commercial practice,” says a rival.
While some in the market believe the firm’s
long-established reputation in capital markets
is being challenged by rivals, others note that
Makarim & Taira S is still a safe pair of hands.
“They have been around for quite some
time and are still doing modest work up to the
level where they were,” says one peer. Other
lawyers mention the firm’s project finance
work in the energy sector, which is not far
behind the top-ranking practices in terms of
quality.
The firm has worked for a group of banks
in several financing transactions. Tasdikiah
Siregar led the way, advising HSH Nordbank
on a $4 million loan agreement for an aircraft
mortgage. A syndicate of banks also mandat-
ed the firm on a $250 million working capital
facility for Smelting.
Additionally, Makarim & Taira S assisted
Standard Charted Bank, Offshore Labuan,
Westlb and RHB Bank on a $333 million
credit facility to Titan Capital and Titan
Kimia Nusantara. The Royal Bank of
Scotland Group also consulted the firm on
banking regulatory issues.
Reflecting the strength of its corporate
practice, the firm advised Sun Life on its $18
million acquisition of a 49% stake in
Commerce International Group, owned by
CIMB Group. Sun Life also sought the firm’s
counsel for the formation of a joint-venture
life insurance company with CIMB Group
and Bank CIMB Miaga. In addition, the firm
acted for Actis Capital on its acquisition of
shares in Malaysia’s Teknicast.
One highlight of the firm’s project finance
work saw it advise the lead arrangers on a
$475 million financing deal for the state-
owned electricity company PLN for three
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414 Indonesia | Financial and corporate
coal-fired power plants in Indonesia
(Indramayu) and Labuan, Malaysia. Central
Java Power also engaged the firm on the devel-
opment of this $2.3 billion project, which is
leased to PLN.
Leading lawyers
Rahayuningsih Hoed
Ratna Iskandar
Tasdikiah Siregar
Makes & Partners
Makes & Partners is renowned for its strength
in capital markets and M&A transactions, but
this year also earned a name in the project
finance sector. “They are small, but stable and
are also seen in big deals,” says a rival. One
client rated the firm’s service as “comparative-
ly excellent”, adding: “They have a better
standard operating procedure in serving
clients.”
Name partner Yozua Makes, who is well
recognised by clients, led a number of corpo-
rate transactions. Of note was the acquisition
of shares of Bank Ekonomi Rahardja by
HSBC Asia Pacific Holdings, where Makes
advised the purchaser in the $631 million
deal.
The firm has recently worked for Kestrel
Wave Investment in its Rp4 trillion ($393
million) voluntary tender offer for 15.2% of
Citra Tubindo. More examples include act-
ing for Nusantara Infrastruktur on its Rp400
billion acquisition of Jakarta Lingkar
Barasatu and representing Bahana TCW
Investment Management as fund manager in
the Rp325 billion acquisition of Pelabuhan
Penajam Banua Taka. In addition, the firm
acted for Saratoga Investama Sedaya on a
$30 million offshore loan facility for the
local company’s acquisition of shares in a list-
ed mining company.
HSBC Institutional Trust Services man-
dated the firm to advise on its role as trustee
in two loan facilities, including a S$120 mil-
lion ($83.8 million) loan facility for First Reit
Singapore and a S$350 million ($244.5 mil-
lion) credit facility agreement for Lippo
Mapletree Indonesia Retail Trust.
Leading lawyers
Mariko Bawi
Yozua Makes
Iwan Setiawan
Other ranked firms
“I would highly recommend them to anyone
looking for a reputable firm to work with in
Indonesia,” says a client of Assegaf Hamzah
& Partners. The firm has had an exceptional-
ly strong year, gaining great exposure in a
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number of deals, particularly in capital mar-
kets and M&A, where the firm moves up the
rankings.
Peers witnessed the firm’s active roles in
public offerings, particularly in government-
related deals. “They are as good as the bigger
and more expensive law firms,” comments a
client, who also singles out Fikri Assegaf and
Bono Daru Adji: “They are innovative in
advising us on the company’s daily legal mat-
ters, which is good value for money.”
Apart from seniors, the team’s associates
also received impressive praise: “They have a
very good team of associates who are always
keeping abreast with the ever-changing laws,”
a client says. “[The firm is] ensuring that
advice given is within the time [limits], and at
times even immediate responses are given in
time of urgency.”
One of the firm’s most notable mandates
was its role advising on the country’s first
international sovereign sukuk (Islamic bond)
issued in April 2009, when the firm repre-
sented the Ministry of Finance in the $650
million issuance. “Their team is dedicated and
has in-depth knowledge on the transactions
handled, particularly capital market transac-
tions,” says a client.
The firm also acted for the underwriters in
the issuance of Rp1.6 trillion ($157 million)
of bonds by Indofood Sukses Makmur, and
advised the underwriters on Oto Multiartha’s
Rp600 billion ($59 million) public offering.
The firm was involved in several high-pro-
file M&A transactions, including representing
Malaysian Banking (Maybank)’s acquisition
of the majority of shares in Bank International
Indonesia. In mid-2008, the firm advised
Sigmantara Alfindo in its sale of 35% of Alfa
Retialindo to Carrefour Indonesia.
The firm has recently represented a local
oil and gas company in the proposed acquisi-
tion of BP West Java.
“They are very much involved in their
legal work and practice good cohesiveness,
integrity and professionalism in providing
legal advice while indicating the laws and
relating it to the client’s business,” a client
comments.
Leading lawyers: Bono Daru Adji, Fikri
Assegaf and Eri Hertiawan
The strength of Bahar & Partners lies in
capital markets, where it has a proven track
record and receives consistent acclaim – even in
a sluggish market. “Their partners provide
excellent support to us on the transactions and
demonstrated good grasp of Indonesian legal
issues,” comments one client. Another client
singled out Wahyuni Bahar, saying: “His rela-
tionship with regulators and knowledge of the
regulations was extremely helpful.”
Wahyuni Bahar demonstrated his connec-
tions and experience by working on several
high-profile issuance deals, particularly on the
investment banks’ side. One highlight was
acting as counsel for Morgan Stanley and
Citigroup Global Markets Asia as standby
purchasers on a rights issue by Bank
Danamon Indonesia. The firm also advised
Matahari Putra Prima on a planned bond
issuance, consisting of conventional bonds
and ijarah (capital leasing) bonds.
However peers feel that the firm’s banking
practice doesn’t have quite the same reputa-
tion as its capital markets team due to partner
losses and the overall slowdown in the sector.
Yet other competitors disagree: “They have
two or three really good clients and receive
deal flow from them.” Much of the firm’s
work is focused on helping banks solve financ-
ing documentation and liquidation issues.
In M&A, Bahar & Partners acted for
Qatar Telecom on acquisition of the majority
of shares in Indosat, and on its tender offer on
the Series B shares of Indosat. Peers also recog-
nise the firm’s presence in projects. “We do see
them as very active in the mining sector in the
past three to four years,” says one.
Leading lawyers: Wahyuni Bahar
DNC Law Firm’s banking practice is not
far behind the top players, with a solid num-
ber of local banking clients. The firm worked
on a $336 million financing for Bukit
Makmur Mandiri Utama, a mining contrac-
tor in Indonesia, advising lenders and security
agents including Sumitomo Mitsui Banking
Corporation, ING Bank, DBS Bank and
Bank Sumitomo Mitsui Indonesia.
Again representing a group of banks, the
firm acted on a $55 million financing for
Unggul Indah Cahaya, and advised HSBC as
security agent on a $45 million financing for
Essex, a subsidiary of Risjadson Group.
The firm also showed it could act on the
borrower side, advising Elnusa on a $99.5
million financing from a consortium of banks.
DNC was active in the M&A market,
advising OSK Investment Bank on its acquisi-
tion of securities company Nusadana Capital
Indonesia. The firm also assisted coal produc-
er Indotambang Raya Megah on a $40 mil-
lion corporate restructuring.
Leading lawyers: Arie Armand and Ibrahim
Senen
Hanafiah Ponggawa & Partners has
demonstrated the growing capacity of its cor-
porate and M&A practice, especially in spin-
off businesses for banks since the law relating
to demergers was introduced in 2007.
Hanafiah Ponggawa also has a presence in
bank lending deals, with one peer describing
it as a “young and dynamic firm”.
The firm also helped Citra Sar Makmur
obtain a credit facility of Rp1 trillion ($98
million), which consisted of a combination of
conventional and shariah loan syndications.
2010 EDITION

In addition, the firm acted for Bank OCBC
NISP on the financing of a food and beverage
company’s acquisition of assets.
The growth of Hanafiah Ponggawa’s M&A
practice was proved this year when it advised
Bank Rakyat Indonesia (BRI) on the acquisi-
tion of a local bank, followed by a spin-off of
BRI’s shariah business units into the local
bank. The firm also represented BUMD on
the establishment of a shariah-based commer-
cial bank and the spin-off of the shariah busi-
ness into a new separated shariah-based com-
mercial bank.
Again counselling banks, another impor-
tant deal saw the firm advise Bank Akita on its
sale of shares to Barclays Bank.
Leading lawyers: Al Hakim Hanafiah and
Fabian Buddy Pascoal
Hendra Soenardi & Rekan has been
emerging as a strong competitor in banking
and M&A. Headed by Eddy Hendra, the firm
also made its debut in the capital markets
ranking after scoring a role in Indonesia’s
largest IPO last year – counselling sharehold-
ers of Adaro Energy in the $1.3 billion offer-
ing.
The banking team was active this year, act-
ing for Adaro Energy as the guarantor, togeth-
er with Saptaindra Sejati as the borrower, in a
$300 million secured facility from a consor-
tium of banks. The firm is also helping a dis-
tressed Indonesian company in the restructur-
ing of its $100 million of financial obliga-
tions.
The M&A practice is also exceptionally
busy. Eddy Hendra led counsel for Alam Tri
Abadi, a subsidiary of Adaro Energy, in the
acquisition of a 100% interest in Agalia
Energy Investments and Ariane Investments
Mezzanine, valued at $1.1 billion. The firm
additionally advised SHV Holdings in the
€227 million sale of Makro Indonesia to
Lotte Shopping, a South Korean company.
Leading lawyers: Eddy Hendra
“Melli Darsa & Co is one of the best we
have worked with in Indonesia,” comments a
client of the firm, which has received consis-
tent praise for its well-established capital mar-
kets practice and solid M&A transactions,
plus its strong track record in banking. “They
are very commercially focused and are able to
negotiate very well, as good as those interna-
tional firms,” says a client, who regards it as a
“very high quality local firm”.
This year saw Melli Darsa & Co work on
two rights issue deals – advising UBS as finan-
cial advisor on United Tractors’ (a subsidiary
of Astra International) $375 million issue,
and acting for Asia Financial, a subsidiary of
Temasek Holdings, in Bank Danamon’s $390
million rights issue in April 2009.
Northstar Pacific is also consulting the
firm on its subscription to $20 million
2010 EDITION
Financial and corporate | Indonesia
mandatory exchangeable bonds issued by Delt
Sarana Pradana. The bonds are exchangeable
into shares in Trikomsel Oke, a distributor of
a wireless communication and multimedia
gadgets company in Indonesia.
Melli Darsa wins particular nomination
from clients: “She has incredible understand-
ing in law, especially banking law,” says one.
The firm advised Bank Mandiri on a Rp1.86
trillion ($183 million) investment loan facili-
ty and working loan capital facility to Darmex
group for its plantation business. Bank
Mandiri’s credit recovery group also called on
the firm in a debt restructuring deal for
Bosowa group, which included a Rp1.6 tril-
lion ($157 million) syndicated loan and a
bilateral loan totalling $53 million.
Clients also point to Sugianto Osman,
who is described as very practical and a good
negotiator. “Osman is an excellent negotiator
and can go toe-to-toe against any US or inter-
national lawyer in an M&A situation,” a
client notes.
Leading lawyers: Melli Darsa, Sugianto
Osman, Elizabeth Silalahi and Zippora
Siregar
Mochtar Karuwin Komar is traditionally
one of the first recommendations for capital
markets on the underwriters’ side, but the
firm’s diminishing involvement in important
deals reflected peers’ observation of its decline
in recent years. “They used to focus on
finance and debt transactions, but have not
been that active for a long time,” a lawyer
comments.
But the strength of the firm still lies in its
individual talents such as Craig Heggie, Emir
Kusumaatmadja, Tiffany Boer and Miranti
Ramadhani, who one client describes as “hav-
ing good industry knowledge and [being]
good value for money”.
This year saw the firm advise on a bond
issuance for Thiess Contractor, act for
International Finance Corporation on a $45
million loan and provide advice to a govern-
ment-linked bank on a proposed acquisition.
In the shipping sector, the firm worked
with banks in Singapore on a financing
arrangement with Arpeni Pratama Ocean
Line and Berlian Laju Tanker, and represent-
ed Oswal Logistics on the financing of its pur-
chase of tugs and barges. Aircraft owners
Cessna and Gecas also instructed the firm on
leasing transactions to Indonesian airlines.
Proctor & Gamble engaged the firm on
the liquation of its cosmetics division, while
the firm also advised Widjojo Building on the
sale of its assets, which were later acquired by
GSK.
Leading lawyers: Craig Heggie and Emir
Kusumaatmadja
Soemadipradja & Taher is seen as increas-
ing its presence on important transactions and
415
projects, which has led to the firm’s promo-
tion in the capital markets, M&A and project
finance rankings. “They are small but have
good quality,” says a peer, adding: “The deals
they have done are good deals.” The firm has
expanded further this year, appointing four
partners in the M&A and energy projects
areas. “They provide good service and deliver
results,” says a client.
Despite the sluggish market, the firm
turned in an impressive deal list in the capital
markets sector. It advised Bank Syariah
Muamalat Indonesia on the issuance of
Rp300 billion ($29.5 million) subordinated
sukuks and acted for Abbey Communications
as a standby buyer in the rights issue of Abdi
Bangsa. ANZ Banking Group also mandated
the firm on structured financing transactions.
On the banking side, UOB instructed the
firm on loan agreements with foreign borrow-
ers and Indonesian security providers and
guarantors. The firm also assisted Standard
Chartered Bank and Bank Syariah Muamalat
Indonesia on regulatory issues.
Soemadipradja & Taher’s corporate and
M&A practice has recently been boosted by
two newly-appointed partners – Retno
Muljosantoso and Emalia Achmadi. In addi-
tion to CIMB Group’s acquisition of Asuransi
Jiwa John Hancock Indonesia and Accette
Group’s takeover of Accette Broker Asuransi,
the pair also led deals for Antam on a number
of transactions including the proposed acqui-
sition of Herald Resources.
Leading lawyers: Emalia Achmadi, Mufti
Habriansyah, Fadjar Kandar, Retno
Muljosantoso and Linda Widyati
Soewito Suhardiman Eddymurthy
Kardono’s (SSEK) overall approach to a trans-
action receives praise from clients, with one
saying: “They are a strong team providing
very good and valuable advice with reasonable
fees.”
The firm has a widely-recognised reputa-
tion for its strength in project finance and
M&A work, particularly in the plantation and
mining sectors. But it has also earned a name
in capital markets this year. “SSEK is a rep-
utable and good law firm with wide experi-
ence of most legal issues,” says a client.
Showcasing its growth in capital markets,
this April the firm advised Gem Diamonds on
a private placement and listing of shares on
the London Stock Exchange, underwritten by
JP Morgan Cazenove.
Mohammad Kadri is the firm’s banking
specialist, handling the restructuring of listed
banks and assisting clients who plan to
acquire or merge with Indonesian banks. The
firm advised Bangkok Bank in a Rp100 bil-
lion ($9.8 million) credit transaction and Axis
Bank on financing of the acquisition of a min-
ing interest in Indonesia.
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416 Indonesia | Financial and corporate

Ira Eddymurthy and Susandarini come in

for frequent praise from clients: “They are
professional and have strong legal back-
grounds with high quality services,” says one.
The firm advised Sarana Menara Nusantara
on the acquisition of Professional
Telekomunikasi Indonesia, one of the largest
telecoms tower operators in the country.
Djarum instructed the practice in the pro-
posed acquisition of shares in Palmindo, while
the firm also acted for Enel Trade on its pur-
chase of a 19% stake in Bayan Resources,
totalling $300 million.
Richard Emmerson and Ira Eddymurthy
were active in the private power sector, advis-
ing IFC and the state electricity utility PLN in
the central Java model private power project.
The firm is also working on a $450 million
greenfield investment by Showa Denko in a
bauxite mining and chemical-grade alumina
processing project.
Leading lawyers: Michael Carl, Ira
Eddymurthy, Richard Emmerson and
Susandarini
A lawyer at another firm describes
Widyawan & Partners as “an energy boutique
firm which has held a reputation for a long
time”, adding that the practice is strong in the
power and mining sector. The firm also has a
co-operation agreement with Australian firm
Allens Arthur Robinson.
One highlight of the firm’s work this year
was acting as local counsel for Medco Energi
International as one of the shareholders in the
establishment of a liquefied natural gas
(LNG) downstream company.
Leading lawyers: Widyawan

www.iflr1000.com 2010 EDITION