Capital Markets & Securites

Our firm also specializes in capital market and securities services, including acquisitions, mergers of publicly listed companies, debt exchanges, exchange offers, go-private transactions, Initial Public Offerings (IPOs), and secondary offerings (both debt and equity, including convertible bonds, warrants, and options). We also provide guidance on various issues related to Indonesia’s Capital Market law, such as private placements, debt-to-equity conversions, conflict of interest transactions, insider trading, tender offers, and general disclosure and reporting requirements.

Projects milestones

TR&Co. served as domestic legal counsel for the Republic of Indonesia in several significant financial transactions:
- Global Sukuk Issuance: the issuance of US$1.5 billion Global Sukuk due 2024 by Perusahaan Penerbit Surat Berharga Syariah Negara Indonesia – III (PPSI-III), wholly owned by Indonesia, under Rule 144A and Reg. S. The Sukuk was listed on the Singapore Exchange Securities Trading Limited (SGX-ST) with arrangers including CIMB Investment Bank Berhad, Emirates NBD Capital Limited, HSBC, and Standard Chartered Bank;
- Government GMTN Program: the issuance of Government GMTN Program notes, including series 5 tranche 1 (US$1,750,000,000, 5.25% due 2042), series 5 tranche 2 (US$500,000,000, 5.25% p.a.), and series 6 tranche 1 (US$2,000,000,000, 3.75% p.a. due 2022). These issuances complied with Rule 144A and Reg. S, with notes deposited at the Depository Trust Company (DTC) of New York and listed on SGX-ST;
- Sukuk Al-Ijara Issuance: the issuance of US$1,000,000,000 Sukuk Al-Ijara due 2018 (Rule 144A and Reg. S compliant), listed on SGX-ST and deposited with the DTC of New York; and
- Inaugural Eurobond Issuance: the inaugural of €1 billion Eurobond (2.875% due 2021) under the Global Medium-Term Notes Program under Rule Reg S and 144A. The dual listing occurred on SGX-ST and Frankfurt Stock Exchange (FWB) with arrangers including Citigroup Global Markets Inc., Deutsche Bank AG, London Branch, and Merrill Lynch (Singapore) Pte. Ltd.

TR&Co. has acted as Independent Legal Counsel for the Shelf Registration Program (Penawaran Umum Berkelanjutan) carried out by Indonesia’s largest multi-finance companies for more than a decade. These programs, totaling tens of billions of Rupiah, include prominent entities such as PT Adira Dinamika Multi Finance Tbk, PT Indomobil Finance Indonesia, PT Bussan Auto Finance, PT Federal International Finance, PT Astra Sedaya Finance, and PT Toyota Astra Financial Service