Walalangi & Partners | Merger & Acquisition, Banking & Financing, Real Property and Foreign Direct Investment Indonesia

Chambers Global 2020

Chambers Asia Pacific 2020
Walalangi & Partners

Asia Business Law Journal 2020
Real Estate & Competition

Asia Business Law Journal
The A List 2020

Asian Legal Business - Indonesia Law Awards 2020
Winner

Asian Legal Business 2020
M&A Rankings

IFLR1000 30th Edition
Highly Regarded

IFLR1000 30th Edition
Recommended Firm

AsiaLaw Profiles
Recommended 2021

AsiaLaw Awards Winners 2020
Lawyer of The Year

hukumonline.com
Top 30 Largest Indonesian Corporate Law Firms

Dear valued clients,

thank you for your trust

In Corporate and M&A, W&P is cited by Asialaw and IFLR1000 as “The team headed by Mr Walalangi knows well the history of joint venture companies and the commercial goals as well as the way of thinking of the people behind it (particularly the sponsors) and it always properly take such factors into account when advising its clients.”

W&P’s work-quality in finding practical legal solutions and level of responsiveness are widely recognized by its clients, as cited by Asialaw: “The quality of work is very satisfying. The speedy response is also amazing.”

W&P is highly praised for their commitments and quality, where in Legal500 a client is quoted “Walalangi & Partners have been our reliable guide to Indonesian law. They always understand our business and are responsive and practical.”

Walalangi & Partners (W&P) is a corporate law firm, which is highly praised by its clients for its swift responsiveness, thorough analysis as well as comprehensive and out-of-the-box legal solutions and advice.

W&P (and its lawyers) are ranked by Chambers Asia-Pacific and Chambers Global in Corporate/M&A.

W&P was recently awarded Indonesia Equity Market Deal of the Year at the Indonesia Law Awards 2020 by Asian Legal Business and was nominated finalist in 15 categories, including: Indonesia Law Firm of the year, Banking & Financial Services, Construction & Real Estate, TMT, Equity Market and for M&A Deal of the Year.

W&P is ranked by Asialaw Profiles 2021 as Recommended Firm in Banking & Finance and Corporate & M&A by Asian Legal Business in M&A by IFLR1000 30th Edition as Recommended Firm and has been named Competition & Antitrust and Real Estate Law Firm 2020/2021 by Asia Business Law Journal.

On a personal level, our managing partner Mr. Luky Immanuel Walalangi is ranked by Chambers Asia-Pacific and Chambers Global in Corporate/M&A and was awarded Indonesian Lawyer of the Year 2020 at the Asialaw Awards 2020. He is also ranked by IFLR1000 30th Edition as Leading Lawyer and listed as one of the A-List: Indonesia’s Top 100 Lawyers by Asia Business Law Journal 2020.

Chambers Asia Pacific, Chambers Global, Legal500, Asialaw and IFLR 1000 have quoted the following praise from W&P’s clients:

“Extremely competent and responsive, a true-blue boutique that punches above its weight and gives the bigger more established firms a run for their money.”
"Walalangi & Partners maintains the quality and responsiveness of a top-level international law firm.”
“Extremely approachable and responsive, with great in-depth knowledge of the local legal landscape. With an abundance of ambition and drive, they are definitely on track to be a mover and shaker in the Indonesian legal scene”
“Walalangi & Partners provide very practical and timely advice which considers business realities”
"W&P is a top law firm in Indonesia. The way its Founding Partner, Mr. Luky Walalangi always directly hands-on in our transactions maintain the quality of W&P’s services as top International law firms. We always trust and relieved once our transactions are in good hands of W&P."
"Walalangi & Partner are very professional, provided excellent legal advice combine with the current business strategy. Highly recommended."
"Very responsive, cost-efficient and tries to respond to client’s concern as much as possible."

INDUSTRY

Counsel to Japan’s Nippon Steel Corporation, the world’s third-largest steel producer by volume as of 2017, in the USD 7 billion joint acquisition of Indian carbon steel manufacturer Essar Steel India Limited. Essar Steel owns PT Essar Indonesia and is one of the largest major steel manufacturing companies with fully integrated steelworks and extensive domestic sales channels in India. The deal resulted in Nippon Steel Corporation and ArcelorMittal SA taking control of the 10 million ton-per-year Essar Steel plant, marking the first participation of global steel majors in the fast-growing Indian steel market without a local partner. Working alongside top tier Indian law firms, W&P assisted Nippon Steel in structuring the transaction from an Indonesian corporate law and bankruptcy law perspective. The acquisition of Essar Steel is an important strategic step for Nippon Steel Corporation because India has long been identified as an attractive market for the client. Nippon Steel Corporation has made direct investments in many countries, including Brazil, the US, China and ASEAN countries, in areas where those countries can take advantage of its advanced technology. India is a large and strategic market and Nippon Steel Corporation’s aim is to create sustainable and long-term value by becoming a leading steel manufacturer in the country. This deal provides it with the opportunity to contribute to India’s expansion in infrastructure and urbanization in the coming decades.
Counsel to Hokkan Holdings Corporation (Hokkan), one of the largest Japanese bottling and packaging maker companies, in its IDR1,262 billion or approximately ¥9.5 billion acquisition of beverage package manufacturing business from 7 group companies of PT. Deltapack Industri (DPI group), which includes transfer and assignment of substantial DPI group’s moveable and immovable assets as well as business portfolios. W&P assisted the structuring of the transaction, the multi layers transfers and the preparation of all transaction documents, where the acquisition was conducted through a new JV company Indonesia of beverage package manufacture between Hokkan and DPI Group.
Counsel to and advising Showa Denko on the structuring and successful divestment from PT Indonesia Chemical Alumina (ICA), a company established in 2007, with a capital of US$188,500,000 and annual production of 300,000 ton of chemical grade alumina (CGA) resulting to annual sales of US$ 200 million. The divestment resulted in PT Aneka Tambang Tbk owning 100% of ICA’s shares.
Counsel to Nippon Steel and Sumitomo Metal Corporation and Osaka Steel corporation in their investment of more than US$500 million, where W&P advised on the establishment of industrial and marketing companies together with a domestic steel state owned company, the complex shareholding structures, land acquisition and development, construction and licensing matters.
Counsel to Mitsui Co Ltd and Fujimori Kogyo in the ¥7 billion in the acquisition of PT Kingsford Holdings ("Kingsford"), which owns 79.42% of PT Champion Indonesia Shares Tbk as well as 3 operating manufacturing companies of packaging business, including in the subsequent Mandatory Tender Offer where Kingsford made a tender offer for 20.58% of PT Champion Indonesia shares owned by minority shareholders and the capital infusion implemented by Mitsui and Fujimori Kogyo and merger notification to KPPU.
Counsel to a Japanese trading company in its business and assets of transfer of construction chemicals transfer with its Indonesian local partner.
Counsel to a Japanese trading company in its shares subscription of an Indonesian public company active in auto-parts industry.

REAL PROPERTY

Counsel to Mitbana Pte Ltd, a joint venture company of Mitsubishi Corporation (MC) and Surbana Jurong (SJ), in the biggest (and first of its kind) advance smart and sustainable Transit-Oriented Developments (TODs) in BSD City, South Tangerang, Greater Jakarta, where Mitbana forms a significant partnership with leading Indonesian property developer Sinar Mas Land. Building on BSD City’s track record, the Project is to transform hundreds of hectares of greenfield land into TODs comprising residential units, commercial properties, living amenities, green-park offices, digital hubs, a convention centre, a hospital, schools, railways and public transport nodes, which enlarges BSD City’s existing development footprint and expand on its current population of 200,000 residents.
This is the first-of-its-kind integrated TODs in Indonesia that includes master planning in a post-pandemic world, and adoption of smart and sustainable technological solutions and to support the Indonesian government’s focus on infrastructure development in Jakarta, including development of railway stations, which will result in better connectivity for commuters and residents. Mitbana leverages MC’s global experience in real estate developments including integrated developments and technology implementation in diversified industry as well as SJ’s technical capabilities in master planning, urban, residential and industrial development.
Counsel to Mitsubishi Corporation (MC) in its real property and urban development in a prestigious South Jakarta area Fatmawati with a leading Indonesian property developer, with the total project area of 3,300 m2, where the Project includes expansion of mixed-uses properties, including apartment and commercial premise and involves complex spatial allocation conversion as well as land sales and purchase.
Counsel to Leopalace21 Singapore Pte. Ltd on the development of residential apartment tower project in Bekasi, Greater Jakarta area, with one leading Indonesian real property company The MAJ Group and PT Central Graha Sejahtera. The Project will be developed in 2 stages, the first stage in the development of1665 units and it aims mid-level young families and millennials. Massive infrastructure development has made the property in suburban area of Greater Jakarta thriving due to its attractiveness to mid-level young families.
Counsel to Mitsubishi Corporation in its superblock urban development project of more than US$350 million, located in 12 Ha area of Vasanta InnoPark, Bekasi regency, West java Indonesia. As a whole, Vasanta InnoPark plans to construct 17 high-rise buildings, including apartments, commercial facilities, office buildings, and hotels and it is situated in a very strategic location for connecting to airports, ports, and industrial parks.
Counsel to Toyota Tsusho Corporation in its real property and phase III residential expansion, through land acquisition and residential towers development, located in Cikarang Bekasi, with a total investment value of IDR910,000,000,000 or approximately ¥7,142 million. This is the continuation of the successful establishment and operation of the preceding AXIA Phase I and AXIA Phase II.
Counsel to Tokyo Tatemono Co Ltd & Tokyo Tatemono Asia Pte Ltd, one of the biggest Japanese real property companies, in their proposed of more than $300,000,000 urban development projects in Indonesia, specifically on the development of certain prominent office and residential towers in the most prestigious area in south Jakarta, in which W&P assists the Clients both from legal and commercial perspectives, particularly in relation to their sophisticated multi layers financing and funding structures and closely work together with them in their joint venture, land acquisition, construction and licensing matters.
Counsel to Mitsubishi Corporation in its 19 hectares satellite township mixed-use development project in Tangerang Regency (of 1,000 units of landed houses and shophouses), with a total investment commitment of up to approximately ¥10 billion with Sinarmas group.
Counsel to Toyota Tsusho Corporation in its residential property development with Lippo Group in Cikarang, West Java, including preparation of its various lease agreements with its tenants (apartment, supermarket, restaurant, security, etc).
Counsel to a Japanese trading company in its urban development project in Kemang – Antasari Area, Jakarta Selatan.

LOGISTIC AND CONSTRUCTIONS

Counsel to a Japanese trading company in their JV of a logistic (freight forwarding) company in Indonesia with its Indonesian counterpart.
Counsel to a Japanese trading company in its US$200 million investments in logistic and warehouse business.
Counsel to a Japanese trading company in the proposed investment plan in an existing local logistic company in Surabaya, East Java.
Advising a logistic Japanese company in its proposed investment of a storage site in Batam for storing and maintenance of cranes and special trailers.
Counsel to a Japanese company in its proposed investment in a joint venture company for construction services.

TMT

Counsel to PT Dhost Telekomunikasi Nusantara, a wholly owned Indonesian subsidiary of of DeClout Limited, an Indonesian company engaging in provision of service of equipment and infrastructure of in-building distributed antenna system (DAS) and fibre optic system, in its acquisition of indoor telecommunication infrastructure assets from PT XL Axiata Tbk, one of the largest cellular telecommunications networks and services providers in Indonesia. DHOST successfully reached an agreement with XL for the acquisition of 196 Picocell in September 2020, which will be leased back by XL. We assisted Dhost in both its financing process and acquisition process. This is a pivotal step for DHOST in expanding its indoor telecommunication infrastructure assets management portfolio across Indonesia and at the same time this will in turn help XL and other telecommunications network and services providers to deliver stable and reliable telecommunications networks across numerous buildings in Indonesia, using DHOST’s unique and cutting edge technologies system.
Counsel to Cool Japan Fund in its first USD 50 million multi-layer funding to GO-JEK, which will go toward Go-Jek's video and music streaming service for mobile users and hopes to tap the popularity of Japanese anime and horror movies in Indonesia. The funding will help bring existing programs to Go-Jek's service and work with the startup to produce original Japan-related content locally and the investment also will help Japanese restaurants in Indonesia set up shop at Go-Jek's Go-Food Festival locations.
Counsel to Mitsubishi UFJ Lease & Finance in its investment in Gojek, as part of its ongoing Series F funding round, which together with investment of Mitsubishi Corporation and Mitsubishi Motors Corporation have raised over US$1 billion investment. The new investment allows Mitsubishi to tap into Gojek's expertise and presence in the mobility and consumer services market and at the same time enable Gojek to continue to develop new products and services to reach more people and create greater value and to invest across transport, food delivery, logistics, mobile payments, and merchant services businesses and to accelerate its market expansion across Southeast Asia. Our team was led by Mr. Luky Walalangi with full support of Mr. Hans Adiputra, Ms. Siti Kemala Nuraida, Mr. Wisnu Renansyah Jenie and Ms. Femalia Kusumowidagdo.
Counsel to Mitsui & Co Ltd in its strategic investment in Axiata's digital business, one of the largest telecom companies in Asia with some 150 million subscribers in Southeast Asia and South Asia, which businesses include Boost, an electronic wallet service in Malaysia and Indonesia; ADA, an independent digital marketing agency; and Apigate, an application programming interface platform company. Axiata Digital was established in 2013 and has to-date invested in 30 brands in businesses ranging from financial services to digital advertising.
Counsel to Bizzy Group in its financing and internal restructuring of 9 e-commerce, logistic and distribution companies, involving multi layers acquisitions and capital reductions in various companies, including structuring of more than IDR1,100 billion Syariah Mudharabah Financing to the acquirors.
Counsel to TIS Inc, a leading Japanese IT Corporate group, with 60 IT group companies, in the subscription/purchase of more than IDR500 billion convertible bonds issued by PT Anabatic Technologies Tbk, one of the leading Indonesian IT service providers, with IDR4,593 billion sales revenues (35.8 billion) and market capitalization of IDR1,631 billion.
Counsel to one of the biggest Japanese trading companies in its acquisition of an Indonesian company providing supporting services of electronic payment processing system for business-to-business (B2B) which connects micro, small and medium business enterprises to the digital payment and supply chain platform facilities.
Counsel to Itochu Corporation in its acquisition of a pier-to pier (P2P) lending company.
Counsel to Oriente Group, including PT Oriente Mas Sejahtera, a P2P company, in the preparation of its products’ transactional documents.
Counsel to a Japanese trading company’s subsidiary in their acquisition through subscription of new shares of a data center project company owned by an Indonesian conglomerate group.
Counsel to a Japanese trading company in the proposed investment in e-commerce and broadcasting (TV Shopping).
Counsel to Gunosy Inc in its investment, through acquisition and loan structure in mobile news curation business.

BANKING AND FINANCE COMPANY

Counsel to major Japanese consumer credit supplier Orient Corp in the acquisition of a majority interest in an Indonesian finance company PT. Mizuho Balimor Finance from Mizuho Bank. Established in 1989, PT. Mizuho Balimor Finance has capital of 448 billion rupiah and receivables of around USD 190 million. The acquisition would allow Orient Corp to tap into the growing Indonesian car loan market, and will enable Orient Corp to expand its local arm's business to used vehicles. This will be Orico's third overseas arm following those in Thailand and the Philippines.
Counsel to Bizzy Group in its financing and internal restructuring of 9 e-commerce, logistic and distribution companies, involving multi layers acquisitions and capital reductions in various companies, including structuring of more than IDR1,100 billion Syariah Mudharabah Financing to the acquirors.
Counsel to PT Bank Sahabat Sampoerna and Koperasi Sahabat Sampoerna in their proposed acquisition of aggregate IDR7 trillion (US$550 million) loan portfolios of approximately 80,000 small scale – medium scale loan accounts from another licensed Indonesian bank, including advising and assisting them in the structuring complex and sophisticated financing and fundraising structures and the subsequent plan to service of the proposed portfolio loans.
Counsel to Bank Rakyat Indonesia for the acquisition of majority stakes of a Multi-finance company from a Japanese bank.
Counsel to and advising a domestic bank in its internal restructuring and fundraising, including by issuance of new shares and preparation of multi-layer transaction documents for its stand-by subscribers.
Counsel to Acting for Mitsui and Co Ltd. in structuring and internal restructuring of PT BAF with an Indonesian conglomerate group.
Counsel to a Japanese lease and finance company in the proposed acquisition of a multi finance company and its subsidiaries in Indonesia.
Counsel to Toyota Tsusho Corporation in its acquisition of an Indonesian auction company of used cars.
Counsel to a European insurance company in relation to the acquisition of an existing Insurance company.

FINANCING PROJECTS

Counsel to PT Dhost Telekomunikasi Nusantara, a wholly owned Indonesian subsidiary of of DeClout Limited, an Indonesian company engaging in provision of service of equipment and infrastructure of in-building distributed antenna system (DAS) and fibre optic system, in its acquisition of indoor telecommunication infrastructure assets from PT XL Axiata Tbk, one of the largest cellular telecommunications networks and services providers in Indonesia. DHOST successfully reached an agreement with XL for the acquisition of 196 Picocell in September 2020, which will be leased back by XL. We assisted Dhost in both its financing process and acquisition process. This is a pivotal step for DHOST in expanding its indoor telecommunication infrastructure assets management portfolio across Indonesia and at the same time this will in turn help XL and other telecommunications network and services providers to deliver stable and reliable telecommunications networks across numerous buildings in Indonesia, using DHOST’s unique and cutting edge technologies system.
Counsel to certain State-Owned Company in relation to its respectively US$1,500,000,000 Corporate Loan and US$1,137,000,000 Corporate Loan.
Counsel to one of the biggest Japanese companies in multi million United States dollars corporate loans to an Indonesian mining company.
Counsel to Lenders in relation to US$800,000,000 loan to a coal mining company.
Counsel to Lenders on US$800,000,000 multicurrency credit facilities agreement to a multinational company with subsidiary in Indonesia.

SERVICES INDUSTRY

Counsel to subsidiaries of a Japanese trading company in its investments in subsidiaries engaging in various services in Indonesia.
Counsel to a Japanese trading company’s subsidiaries in their investment in O&M power plant company.
Counsel to a Japanese trading company in acquisition of holding company with an Indonesian subsidiary in medical equipment services.
Counsel to Toyota Tsusho Corporation its investment in their medical laboratories business in Indonesia.
Counsel to a Japanese conveyor belt company in an assets acquisition from and establishment of a joint venture company.

Our main areas of practice include Merger & Acquisition, Banking & Finance, Real Property, Project Development, Foreign Direct Investment, Antitrust, Debt & Corporate Restructuring, Capital Market (Debt and Equity), Employment, General Corporate, TMT, Energy & Natural Resources, Constructions.

Our clients vary from the most prestigious Japanese trading houses, multinational banks, financial institutions, multi-finance companies, real estate and property companies, multinational industrial companies from various sectors, state owned enterprises and start-up fintech companies. This allows us to have great competence and vast experience in various industries and services, working together with our clients in their diverse legal needs, complex and sophisticated financing, fundraising and shareholding structures, and to advise them in specific legal matters, including on personal data protection, telecommunications, urban development, energy, and general trading/service legal matters.

MERGER & ACQUISITION

Complex and multifaceted M&A Transaction Structures, including assets and business transfer, and share acquisition.
Representing clients in drafting and negotiation of Joint Venture Agreements, Shareholders Agreement, Shares Subscription Agreement or Conditional Sale and Purchase Agreement.

BANKING & FINANCING

General advisory on banking and financial institutions.
Complex loan financing structured in almost all sectors of industry representing domestic and international banks and financial institutions.
Notes and convertible bonds issuance.

REAL PROPERTY

General advisory on real property development and land issues as well as construction related matters.
Joint Venture projects on real property development, including some of the most prestigious apartment, condominium, condotel and office development projects in Jakarta.

FOREIGN DIRECT INVESTMENT

Advice on the establishment of investment companies and subsidiaries.
Merger & acquisition issues.
Strategic investments, including classification of stocks and regulatory compliance.

ANTITRUST

General advisory on Antitrust issues.
Assistance on Merger Control notification.

DEBT & CORPORATE RESTRUCTURING

Advice on capital reduction, recapitalisation, and take over.
Mergers, spin-offs and formation of new entities as well as regulatory compliance.

GENERAL CORPORATE

General advisory and establishment of foreign investment companies.
Structuring investments and corporate needs to help our clients to achieve their commercial goals.

Nov

We were shortlisted as one of the South East Asia Rising Law Firms of 2020 by Asian Legal Business. We… Read More »

Nov

We are very honoured that our Ms. Miriam Andreta has been shortlisted by Women in Business Law Awards Asia 2020,… Read More »

Oct

It gives us great and humble pleasure to announce that Walalangi & Partners (in association with Nishimura & Asahi) has been recognized… Read More »

Oct

Our hearty congratulations to our senior associate, Mr. Hans Adiputra Kurniawan, for being recognized as a Rising Star by IFLR1000 , 30th Edition.… Read More »

Sep

Our Managing Partner Luky I. Walalangi was named “Lawyer of the Year: Indonesia” at the asialaw Awards 2020, presented by… Read More »

Sep

W&P – Indonesia Fintech 2020

Our Ms. Sinta Dwi Cestakarani, Ms. Anggarara Hamami and Mr. Jovico Nicolaus Honanda, contribute in the fourth edition of Fintech 2020 published by Global Legal Group, where they elaborate in detail Fintech Landscape in Indonesia and its corresponding regulations, including:

fintech activities that are regulated in Indonesian as well as the restrictions;
the typical funding for fintech;
regulatory hurdles for fintech business;
relevant personal data protection; and
intellectual property rights and fintech.

Trust this is useful and helpful for your general overview on regulatory coverage of Indonesian Fintech.

For full article please click here

Authors:

Ms. Sinta Dwi Cestakarani, Ms. Anggarara Hamami and Mr. Jovico Nicolaus Honanda,

Jul

W&P – Overview of 2020 Indonesia Banking Regulation

Our Mr. Hans Adiputra, Ms. Femalia Indrainy Kusumowidagdo and Mr. Raditya Pratamandika contribute in the thirteenth edition of Banking Regulation 2020 published by Lexology Getting the Deal Through, where they elaborate 2020 regulatory framework of Indonesian banking industry, including discussing and analysing transaction between banks and its affiliates, regulatory challenges in Indonesia, supervision, consumer protection, government takeovers, capital requirements, ownership restrictions, changes in control as well as bank failures

For full article please click here

Authors:

Hans Adiputra, Femalia Indrainy Kusumowidagdo and Raditya Pratamandika