Practice Focus

Corporate, Projects & Securities

 

Sub-Practice & Industry

Public and Private M&A, Equity & Debt Capital Market, Restructuring, Telecommunication, Media & Technology (TMT), Private Equity, Corporate Governance, State- Owned Enterprises, Power, Energy & Infrastructure, Islamic Finance

 

Language

Indonesian & English

Pramudya A. Oktavinanda, PhD

MANAGING PARTNER
+62 21 5082 0900

+62 811165906
pramoctavy@umbra.law

Pramudya A. Oktavinanda is the Managing Partner of UMBRA – Strategic Legal Solutions and the go-to lawyer for any challenging and peculiar transactions that require systematic combination of immense legal skills, business acumen, pragmatic attitude, and imaginative thinking.

 

During his 14-year career, Pramudya has represented major governmental, local and international clients in some of the largest and most sophisticated national and cross border transactions consisting of public offerings of equity and debt securities (covering local and international offerings under Rule 144A/Reg S of the US Securities Act of 1933), private placements, mergers & acquisitions of public and private corporations, joint ventures, corporate, debt & pre-IPO restructuring, financial engineering, Islamic financing, and EPC & O&M contracts drafting and negotiation. His experience includes more than 175 deals with a combined value of at least US$18 billion.

 

In addition to being academically trained in the art of Law & Economics and Islamic Law as a Doctor of Jurisprudence from the University of Chicago Law School, Pramudya is well versed in various intricate industries such as telecommunication, broadcasting, digital technology, data & analytics service, power, energy, infrastructure, and state-owned enterprises.

 

While still an associate, he was listed in the 2014 edition of Legal 500 as “proven to be capable and helpful”. Pramudya is one of the youngest lawyers to be recognized in the Asian Business Law Journal 2018’s top 100 Indonesian lawyers, is nominated as “Deal Maker of the Year” by Asian Legal Business in its 2018 Indonesian Law Firms Award, and is recognized as a “Highly Regarded – Leading Lawyer” for M&A and Capital Market Transactions in IFLR 2019.

PROFILE DETAILS

Professional Affiliations

  • Member of the Association of Indonesian Advocates (PERADI).
  • Member of the Association of Capital Market Legal Consultants (HKHPM).
  • Member of the American Law & Economics Association (ALEA).

 

Education

  • Faculty of Law, University of Indonesia, Bachelor of Laws (SH) (cum laude) (2005).
  • University of Chicago Law School, Master of Laws (LLM) (2012).
  • University of Chicago Law School, Doctor of Jurisprudence (PhD) (2018).

 

Honors

  • Recipient of University of Chicago Law School Full Tuition Scholarship (2012-2018).
  • Recipient of Baker & McKenzie Graduate Legal Studies Scholarship (2011).
  • Best Outstanding Student of Faculty of Law, University of Indonesia (2004)

REPRESENTATIVE DEALS

M&A of Public and Private Corporations

  • Representing a major Indonesian telecommunication company in its proposed acquisition of a major local e-commerce and digital market place company (ongoing).
  • Representing PT Perusahaan Gas Negara Tbk. in its proposed acquisition of PT Pertamina Gas from PT Pertamina (Persero) (ongoing).
  • Representing a listed pharmacy company in its proposed acquisition of various local hospital group companies (ongoing).
  • Representing a listed pharmacy company in its proposed acquisition of a prominent local F&B company (ongoing).
  • Representing a major ride-hailing app company in its proposed acquisition of an Indonesian listed company (ongoing).
  • Representing a listed pharmacy company in its proposed acquisition of one of the oldest Indonesian pharmacy companies (ongoing).
  • Representing a major Indonesian telecommunication company in its proposed acquisition of an international payment system provider company (2017-2018).
  • Representing a major Indonesian telecommunication company in its proposed acquisition of a foreign business process outsourcing company listed in the New York Stock Exchange (2017-2018).
  • Representing PT Telkom Indonesia (Persero) Tbk. (“Telkom”) in its US$30 million acquisition of TSGN Global, a Malaysian VSAT provider company (2017).
  • Representing a major Indonesian telecommunication company in its proposed USD400 million acquisition of a foreign major fintech company (2017).
  • Representing Sujaya Group, the third largest poultry producer in Indonesia in its US$30 million sale of its feed mill assets as part of its debt restructuring program (2016-2017).
  • Representing a major Korean company in its proposed acquisition of a minority stake in a 114MW power plant project located at North Sumatera (2017).
  • Representing a major Korean company in its proposed acquisition of a minority stake in a 45MW power plant project located at North Sumatera (2017).
  • Representing PT Nexis Inti Persada in relation to the distressed takeover of PT Bank Pundi Tbk. through exchangeable bonds structure (2016).
  • Representing PT Benakat Integra Tbk. in its proposed US$90 million divestment in PT Elnusa Tbk. (2013-2014).
  • Representing PT Surya Citra Media Tbk. in its merger with PT Indosiar Karya Media Tbk. under the challenging Indonesian private broadcasting regulatory environment, creating the second largest broadcasting company in Indonesia (2013).
  • Representing PT Bakrie & Brothers Tbk. and PT Recapital Advisors in the US$3.2 billion takeover of PT Bumi Resources Tbk. and PT Berau Coal Energy Tbk. by Vallar Plc., a British public holding company owned by Rothschild family. This is one of the largest Indonesian corporate transactions by value in Indonesian history, creating the first Indonesian vessel to be listed at the London Stock Exchange (2010-2011).

 

Capital Market & Securities

  • Representing a property company in its proposed initial public offering and pre-IPO restructuring program (ongoing).
  • Representing PT PLN (Persero) (“PLN“) in its offering of Rp2.535 trillion bonds and Rp698.5 billion Ijarah Sukuk as part of its 2018 continuous local bonds offering program (2018).
  • Representing a major international development bank in its proposed public offering of Infrastructure Bonds in Indonesia which will be the first public offering by International Banking Institution in Indonesia (2011-2017).
  • Representing Telkom in its US$150 million private placement of its treasury shares (2016).
  • Representing PT Sentul City Tbk. in its proposed US$300 million rights issue for the purpose of acquiring new property project in Jakarta (2013-2015).
  • Representing PT Perusahaan Gas Negara (Persero) (“PGN”) in its offering of Global Medium-Term Notes Program of US$1.3 billion notes (2014).
  • Representing PT Bumi Resources Tbk. in its US$150 million rights issue as a part of its debt restructuring with China Investment Company (2013-2014).
  • Representing the Government of Indonesia in the 6th and 7th issuance of bonds under its Global Medium-Term Notes Program amounting to US$20 billion (2013).
  • Representing UBS Investment, CIMB and Morgan Stanley in the US$1.4 billion secondary global offering of PT Matahari Putra Prima Tbk. shares by CVC. MPP is one of the largest retail companies in Indonesia and this is the largest secondary offering in Indonesia involving complex deal structure (potential conflict of interest transaction and potential breach of IDX rule on daily trading price limit since the trading of MPP shares has been suspended for more than a year and the secondary offering was so successful that once opened, the shares price increases 1,000%) (2013).
  • Representing Deutsche Bank AG, Hong Kong branch as the Sole Book Runner and Lead Manager in the issuance of US$365 million Senior Secured Notes by Ottawa Holdings Pte. Ltd., a wholly-owned subsidiary of PT Bhakti Investama Tbk. The notes were sold to institutional investors in United States under Rule 144A and Regulation S of the US Securities Act of 1933, and listed in Singapore Exchange Securities Trading Limited (2013).
  • Representing PT PLN (Persero) (“PLN”), a state-owned electric utility company, on its second offering of USD 1 billion 30-year senior unsecured bonds as a continuation of the Global Medium-Term Notes (GMTN) Program it issued in 2011 (2012).
  • Representing PLN in the issuance of its Global Medium-Term Notes Program amounting to US$2 billion (2011).
  • Representing PT Berau Coal Energy Tbk (Berau) in its US$155 million IPO and global placement under Rule 144A and Regulation S of the US Securities Act of 1933.
  • Representing PT Bank Negara Indonesia (Persero) Tbk., a major state-owned bank, in its US$1.4 billion rights offering, the first to use a new structure of global offering under Rule 144A of the US Securities Act of 1933 (2010).
  • Representing Telkom in its domestic public offering of Rp3 trillion in bonds (2010).
  • Representing PT Bakrie Sumatera Plantations Tbk. in its US$550 million rights issue and takeover of Domba Mas Group’s oleochemical and plantation companies (2009).
  • Representing PT Benakat Petroleum Energy Tbk. in its US$160 million IPO (2009).
  • Representing PLN in its global offering of US$2 billion notes, the Indonesia’s largest corporate debt sales overseas (2009).
  • Representing PT Adaro Energy Tbk. in its US$1.2 billion IPO, the largest IPO to date to take place in Indonesia (2008).
  • Representing PLN in its global offering of US$1 billion in bonds (2007).
  • Representing PT Sampoerna Strategic in its US$120 million global IPO of its plantation subsidiary (2007).
  • Representing UBS AG, Lehman Brothers, and PT Danareksa Sekuritas as joint lead underwriters in the US$300 million global initial public offering of PT Media Nusantara Citra Tbk., one of the largest broadcasting and media holding companies in Indonesia (2007).
  • Representing PLN in its global offering of US$1 billion in bonds, the first ever offshore bond offering of PLN (2006).

 

Telecommunication, Media, and Technologies

  • Representing PT Dayamitra Telekomunikasi (“Mitratel”) in the proposed acquisition of telecommunication tower business and assets from three major local telecommunication tower companies (2017).
  • Representing Mitratel in the proposed US$12.5 million acquisition of telecommunication tower business and assets from a major local telecommunication tower company (2017).
  • Representing PT Pembangkitan Jawa Bali (“PJB”) in the drafting and negotiation of contracts for the development of REMDO system with General Electric for the purpose of realtime online management of PJB’s power plants (2017).
  • Representing a major Indonesian telecommunication company in its proposed cooperation with a major listed fintech company for developing new fintech apps and data center business in South East Asia (2017).
  • Representing Telkom in the development of new fiber optic infrastructure through BOO/BOT partnership scheme with third party developers (2016).
  • Representing Telkom in the restructuring of its CDMA Business (Telkom Flexi) and the sale of Telkom Flexi business (including the reallocation of its frequency allocation) to PT Telkomsel Indonesia, Telkom’s subsidiary and the biggest mobile telecommunication provider in Indonesia (2014-2016).
  • Representing Telkom in its joint venture with Telstra for the development of Network Application and Services Program for corporate clients using Telkom’s fixed telecommunication network. This deal marks the new strategic development program of Telkom to expand its digital business in Indonesia and involves the participation of most of Telkom’s subsidiaries as suppliers and partners for the program (2014-2015).
  • Representing Telkom in its joint venture with Zain Co, the biggest telecommunication company in Saudi Arabia for the sale and distribution of Telkomsel’s brands and products in Saudi Arabia (2014-2015).

 

Corporate and Debt Restructuring

  • Representing and assisting the Ministry of State-owned Enterprises and various State-owned Companies from the mining and oil & gas industries (including but not limited to PT Aneka Tambang (Persero) Tbk., PT Indonesia Asahan Aluminium (Persero), PT Bukit Asam (Persero) Tbk., and PGN) for the proposed establishment of Indonesian State-Owned Holding Company (BUMN Holding Project) which will create the largest state-owned holding companies in Indonesia (2016-ongoing).
  • Representing PT Eterindo Wahanatama Tbk. in its proposed US$150 million restructuring of its plantation and oleochemical business involving combination of new equity and debt financing structures (2016-2017).
  • Representing Sujaya Group, the third largest poultry producer in Indonesia, in its $300 million debt restructuring with 12 secured banking creditors. This is a very challenging deal since each secured creditor has its own bilateral agreement with multiple entities of the Sujaya Group without any single parent entity (2015-2017).
  • Representing PT Berlian Laju Tanker Tbk. in its US$1.2 billion debt restructuring involving a major debt to equity swap for all of its unsecured debt. This is the largest court sanctioned debt restructuring to date for an Indonesian listed company, involving a huge amount of international and local creditors (many are unknown). Plenty of discussion and negotiation were made with OJK and IDX to ensure that the plan is acceptable and can work under Indonesian capital market laws and regulations (2015-2016).
  • Representing PT Bumi Resources Tbk. in its US$1.1 billion debt restructuring with China Investment Company involving rights offering and acquisition of majority stakes in PT Kaltim Prima Coal by China Investment Company (2013-2015).
  • Representing OCP Asia in its US$70 million debt restructuring with PT Buana Listya Tama Tbk. involving rights offering, new financing facility, and encumbrance of sea vessels (2014-2015).
  • Representing Maxima Integra Group in relation to its US$120 million corporate restructuring, involving complex acquisition, debt assignments, capital increase, foreign bank financings and backdoor listing (2013- 2014).

 

Islamic Financing

  • Representing the Joint Lead Managers in the global offering of a US$10 billion in Sukuk al-Ijarah & Wakalah GMTN program by the Government of Indonesia (2016).
  • Representing the Shari’a Syndication Parties in relation to the proposed US$120 million Ijarah Muntahia Bit Tamlik financing transaction launched by a major electricity generator provider in Indonesia (2015-2016).
  • Representing the Government of Indonesia in the global offering of a US$2 billion in Sukuk al-Ijarah GMTN program, the first global offering of sovereign sukuk from Indonesia using GMTN program structure (2012).
  • Representing PT Bank Central Asia Tbk. in the establishment of its Islamic bank subsidiary, BCA Syariah, and in the preparation of its standard Islamic financing documents for its operation (2009).
  • Representing Barclays, HSBC and Standard Chartered as Joint Lead Managers in the global offering of a US$650 million in Sukuk al- Ijarah by the Government of Indonesia, the first global offering of sovereign sukuk from Indonesia (2009).
  • Representing PT Bank Permata Tbk in establishing Permata Bank’s standard form of Murabaha Import Facility Contract and supporting documents (2008).

 

Conventional Financing

  • Representing Sentul City Group in its Rp700 billion financing from BTMU, Tokyo for the development of its new Rp1.3 trillion condominium projects co-developed with Sumitomo Group (2017).
  • Representing a major telecommunication company in its proposed SGD$186 million financing from a major Japanese bank for acquiring a foreign fintech company (2017).
  • Representing PT Visi Media Asia Tbk. in its US$230 million financing from Credit Suisse (2013).
  • Representing Sentul City Group in its proposed US$60 million financing from Credit Suisse (2013).
  • Representing Sentul City Group in its US$20 million financing from CIMB Group (2013).
  • Representing Sentul City Group in its US$30 million financing from Ciptadana Group through issuance of bonds and option instrument (2013).
  • Representing Maxima Integra Group in a US$60,000,000 complex acquisition financing transaction from Tael Management Group (2011)
  • Representing Chinatrust Bank, a major Taiwanese bank, in a US$60,000,000 loan transaction for PT Indomobil Finance (2006).

 

Power, Energy & Infrastructure

  • Representing PT PJB services in the drafting and negotiation of US$35 million O&M contract for the operation and maintenance of 2 x 165 MW power plant (ongoing).
  • Representing Indonesia Power in the drafting and negotiation of contracts with its strategic partner for the US$ 350 million reinvestment, operation and maintenance of two major power plants having capacity of more than 1,000 MW (ongoing).
  • Representing Indonesia Power in the drafting and negotiation of contracts for development of the 2 x 100 MW mine mouth power plant project located in Sumatra with PLN.
  • Representing PJB in the preparation of project documents, roadshow and negotiation with potential investors for the development of two 2×300 mine mouth power plants located in Kalimantan (ongoing).
  • Representing PJB in the drafting and negotiation of contracts for development of the 500 MW mobile power plant (MPP) project with PLN (ongoing).
  • Representing Indonesia Power in the drafting and negotiation of contracts for development of the 300 MW MPP project with PLN (ongoing).
  • Representing PJB in the negotiation and drafting of its US$500 million master EPC contract and procurement contract with PT Rekadaya Elektrika and Siemens Group for the establishment of 500 MW MPP project (ongoing).
  • Representing PJB in the drafting and negotiation of HOA and shareholders agreement with Nebras Power for development of the 800 MW Sumbagut 1,3, 4 combined cycle gas to power project (ongoing).
  • Representing PT Citra Multi Energy in the negotiation and drafting of its US$15 million EPC contract for the development of 10MW mini hydro power plant project in North Sumatera (ongoing).
  • Representing the Presidential Unit for Electricity Development Acceleration and USAID in the drafting of new Presidential Regulation for New Renewable Energy Based Power Plant and negotiation of such draft with other Governmental units and ministries. This regulation could have a major impact on PLN business and also independent power producers that use renewables as their energy source. The regulation also involves major amendment to the current subsidy structure for PLN (2016).
  • Representing the Presidential Unit for Electricity Development Acceleration and PT Perusahaan Listrik Negara (Persero) in the drafting of new Presidential Regulation for 35 GW Power Plant Project and negotiation of such draft with other Governmental units and ministries. This is a central piece of regulation that is intended to accelerate the development of Indonesian electricity infrastructure for at least the next 10 years (2015-2016).
  • Representing PT Krakatau Steel (Persero) Tbk in the negotiation and drafting of its US$300 million EPC contract for the establishment of new hot strip mill with a capacity of 1,500,000 metric tons per year and expandable to 4,000,000 metric tons per year of hot rolled coil (2014).
  • Representing PT Semen Indonesia (Persero) Tbk and PT Semen Padang in the negotiation and drafting of their US$250 million engineering and procurement contracts for the establishment of new cement plant in Rembang and Indarung (2013-2014).
  • Representing PT Semen Tonasa in the negotiation and drafting of its US$114 million engineering, procurement & construction contract for the establishment of its 2 x 35 MW power plants (2010-2011).
  • Representing PT Semen Gresik (Persero) Tbk. And PT Semen Tonasa in the negotiation and drafting of its US$220 million engineering and procurement contracts for the establishment of Semen Gresik and Semen Tonasa’s new cement plants (2009).

 

Property & Real Estate

  • Representing PT Sentul City Tbk. in its joint venture cooperation with Sumitomo Group for the Rp1.3 trillion development of new condominium project in Sentul area using new financing and co-development structure (2017).
  • Representing PT Mega Urip Pesona in the proposed US$300 million joint venture with a major stated-owned company for the development of new city project in Bandung (2014-2015).
  • Representing Bakrie Land Group and Sentul City Group in relation to its US$150 million corporate and business restructuring involving complex acquisition of land and companies for the development of new major property project in Bogor (2013-2015).
  • Representing Sentul City Group in the proposed cooperation with Aeon Group for the construction and lease of new Aeon mall in Bogor (2013).
  • Representing PT Danayasa Arthatama Tbk. in the proposed US$2 billion joint venture with a major state-owned plantation company for the development of new city in North Sumatera (2012-2013)

PUBLIC SPEAKING & ACADEMIC ACTIVITIES

  • Speaker in workshop on “Merger & Acquisition 101”, held for PGN by UMBRA – Strategic Legal Solutions (December 2017).
  • Speaker in workshop on “Practical and Commercial Aspects of Contract Drafting & Negotiation”, held for PT Sarana Menara Nusantara (Protelindo) by UMBRA – Strategic Legal Solutions (November 2017).
  • Speaker in workshop on “Corporate Compliance Issues for Indonesian Listed Companies”, held for Telkom Group by Baker & McKenzie (May 2016).
  • Speaker in workshop on “Common Issues in Merger & Acquisition Transactions”, held for Telkom Group by Baker & McKenzie (February 2016).
  • Lecturer in University of Indonesia (Legal Aspects in Economic Transaction) (2014-2016).
  • Lecturer in Gajah Mada University, International Program (Civil Law and Contract Law) (2013-2015).

PUBLICATION

  • Is the Conditionally Constitutional Doctrine Constitutional?, Indonesia Law Review, Faculty of Law, University of Indonesia (2018).
  • Indonesian Constitutional Court rules (again!) on Electricity Law, Baker & McKenzie Newsletter (Co-Author) (December 2016).
  • Perlindungan Hak Tersangka Dalam Perspektif Hukum dan Ekonomi (Protection of Suspects’ Rights in Law and Economics Perspective), Teropong Law Journal of the Faculty of Law, University of Indonesia (Special Edition on The New Draft of Indonesian Criminal Procedure Act) (2016).
  • Public Choice Theory dan Aplikasinya dalam Sistem Legislasi Indonesia (Public Choice Theory and Its Application in Indonesian Legislative System), Jentera Law Journal on Rule of Law edition (2015)
  • Litigasi Keuangan di Bidang Pasar Modal Dalam Tinjauan Hukum dan Ekonomi (Securities Litigation in Law and Economics Perspective), Jurnal Hukum dan Pasar Modal (Journal of Law and Capital Market) (2014).
  • Special Purpose Vehicle Dalam Tinjauan Hukum dan Ekonomi (Special Purpose Vehicle in Law and Economics Perspective), Journal of Indonesian Corruption Watch (2013).
  • Penanaman Modal Asing Melalui Pasar Modal: Ketidakpastian Hukum yang Belum Tuntas Terjawab (Foreign Capital Investment through Capital Markets: The Unsettled Legal Uncertainties), Jurnal Hukum dan Pasar Modal (Journal of Law and Capital Market) (Co-Author) (2013).
  • Pendekatan Hukum dan Ekonomi Terhadap Kejahatan Pemerkosaan (An Economic Analysis of Rape Crimes), Jentera Law Journal on Women and Law edition (2012).
  • Sukuk Law – An Indonesian Legal Perspective, Islamic Finance News Vol. 5, Issue 31 (Co-Author) (2008).
  • Penawaran Tender dan Beberapa Permasalahannya (Tender Offer and Its Various Issues), Jurnal Hukum dan Pasar Modal (Journal of Law and Capital Market) (Co-Author) (2006).
  • Penerapan Good Corporate Governance: Mengesampingkan Hak-Hak Istimewa Demi Kelangsungan Usaha (Implementation of Good Corporate Governance: Waiving Special Rights for Pursuing Business Sustainability), book published by PT Prenada Kencana Media (Co- Author) (2006).