Singapore:
9 Raffles Place
#22-01/02
Republic Plaza 1
Singapore 048619
Phone+62-21-29921987
Fax+65 6593-1801

 

Joel R. Hogarth

Partner


Joel Hogarth focuses primarily on Mergers, Acquisitions, Private Equity and Corporate Finance and also provides practice support for our other practice areas on cross-border transactions involving Indonesia.

Joel is an English- and New York-qualified lawyer specializing in acquisitions and structured investments into emerging markets. He has represented investment funds, financial institutions and corporate groups on high profile Asian transactions since 2001.

Joel’s practice focuses on M&A and private equity with significant experience in special situations finance and restructuring. He employs an extensive knowledge of equity and debt investment techniques, including preference shares, hybrid instruments, convertible debt, mezzanine and high-yield financing to efficiently structure offshore investments into emerging markets.

Illustrative Professional Experience


Mergers and Acquisitions
  • Represented Honeywell International in connection with the US$338 million acquisition of a majority stake in King’s Safetywear from Navis Capital Partners.  The deal was one of the largest multi-jurisdictional acquisitions in South East Asia in 2011, particularly in terms of the scope of geographical coverage. 
  • Represented PT Global Mediacom in connection with its sale of a minority stake in PT Media Nusantara Citra Tbk (MNC) to Saban Capital Group, through its affiliate, Indonesia Media Partners LLC.  The investment by Saban is arguably the first true PIPE deal by a global private equity fund in Indonesia.
  • Represented CWT International in connection with its approximately US$94 million acquisition of 73.81% stake in MRI Trading, a Swiss incorporated base metals trading company with international operations.
  • Represented a consortium of investors in connection with the distressed acquisition of PT Mobile-8 Telecom Tbk, an Indonesian-listed mobile telecommunications company.
  • Represented the selling shareholders in connection with the divestment by auction of PT Jawamanis Rafinasi, one of Indonesia’s leading white sugar refineries, and Windsor & Brook Trading, a sugar trading company, to Wilmar International.
  • Represented Goldman Sachs Asia Special Situations Group and Citigroup Special Situations Group in connection with the corporate restructuring of their investments in the Adaro group of operating companies in connection with the US$1.3bn public offering of PT Adaro Energy Tbk, the largest initial public offering in Indonesia to date. This transaction was awarded deal of the year for 2008 by Asian Counsel magazine.
  • Represented the selling shareholders in connection with the multiple award winning divestment of PT Bukit Makmur Mandiri Utama (BUMA), a major Indonesian mining contractor. This leveraged buyout involved a concurrent onshore and offshore acquisition, financed by a high-yield bond and syndicated loan, and a simultaneous public and private equity placement. 

Private Equity
  • Represented a China-based private equity firm, in connection with an US$30 million acquisition of an Indonesian oil and gas exploration company and a drilling services company, through a structure involving a farm-out transaction.
  • Represented an Indonesian oil and gas company, as international counsel, in connection with a unique US$200 million pre-RTO convertible bond investment in certain Indonesian Participation Rights in oil and gas exploration and production projects to be held by local Indonesian parties, in anticipation of a complex reverse takeover by an Indonesian-listed company.
  • Represented J&Partners, L.P., a private fund, in connection with its US$200 million acquisition of the Indonesian and Malaysian gold mining assets of its UK-listed parent, Avocet Mining PLC.
  • Represented an Asia-based private fund in connection with its structured debt and equity investment into an Indonesian air services company and the proposed initial public offering of the company on the Jakarta Stock Exchange.
  • Represented a private equity fund, as sole international, in connection with its minority investment in a pre-IPO oil and gas exploration business based in Sumatra, Indonesia.
  • Represented a sovereign wealth fund in connection with its investment in a major Indonesian leveraged buyout transaction. 

Restructuring
  • Representing Asia Pulp & Paper Group, as global counsel, in connection with the restructuring of its US$9 billion indebtedness.
  • Represented Mobile-8 Telecom Finance Company BV (M8BV) and PT Mobile-8 Telecom Tbk (PTM8), as sole international counsel, in connection with the restructuring of the US$100 million guaranteed secured notes due 2012 issued by M8BV and guaranteed by PTM8 via a UK Scheme of Arrangement.
  • Representing the lenders in connection with the restructuring of a listed Indonesian shipping company.
  • Represented PT Purinusa Ekapersada in its restructuring of its eurobonds in the first major Indonesian composition plan under the new Indonesian bankruptcy law.

Capital Markets
  • Represented Indonesian-listed investment company PT Bhakti Investama Tbk as guarantor in connection with its offering of US$365 million of 5.875% senior secured notes due 2018 through its wholly-owned subsidiary Ottawa Holdings Pte. Ltd. Deutsche Bank acted as sole bookrunner and lead manager for the high yield note offering, which was sold to institutional investors in Asia, Europe, and the United States under Rule 144A and Regulation S.
  • Represented Australia and New Zealand Banking Group Limited, J.P. Morgan, and Standard Chartered Bank as the initial purchasers in connection with an offering of SG$115 million aggregate principal amount of 5.25% senior fixed rate notes issued by Trikomsel Pte. Ltd. and guaranteed by PT Trikomsel Oke Tbk.
  • High yield bond issuance to finance the construction of a Jakarta serviced apartment and retail complex.
  • Cumulative compulsorily convertible preference share (CCCPS) issuance by an Indian engineering services company.

Other Illustrative Experience 

  • Venture capital and multi-tranched mezzanine investment into an Indonesian cinema megaplex. 
  • Structured private equity and mezzanine investment into an Indian business process outsourcing company. 
  • Sale of a private equity stake in a major Indonesian corporate group. 
  • Mandatory convertible debenture issuance by an Indian real estate development company. 
  • Structured private equity and debt financing investments into a number of Indonesian coal concessions. 
  • Representation of a sovereign wealth fund in its investment in a major Indonesian leveraged buyout transaction. 
  • Cumulative compulsorily convertible preference share (CCCPS) issuance by an Indian engineering services company. 
  • High yield bond issuance to finance the construction of a Jakarta serviced apartment and retail complex. 
  • Mezzanine investment into a Malaysian delivery services company. 
  • Leveraged buyout of an Indonesian coal barging operation. 
  • Distressed investment into a Thai chemicals company. 
  • Acquisition financing of an Indonesian financial institution. 
  • Work-out advice on a distressed Philippines power investment. 

Directory Listings 

  • IFLR1000 2013, Mergers and Acquisitions (Foreign Firms), Singapore
  • Chambers Asia 2013, Corporate/M&A (Foreign Legal Consultants), Indonesia
  • Chambers Asia 2013, Corporate/M&A (Experts Based Abroad), Singapore
  • Chambers Asia 2012, Corporate/M&A (Foreign Legal Consultants), Indonesia
  • Chambers Asia 2012, Corporate/M&A (Experts Based Abroad), Singapore
  • IFLR1000 2012, Leading Lawyer in M&A (Foreign Firms), Singapore
  • Chambers Asia 2011, Corporate and Commercial (International Firms), Indonesia
  • Chambers Asia 2011, Corporate/M&A (International Firms), Singapore
  • Chambers Asia 2011, Restructuring and Insolvency (International Firms), Singapore
  • Asia Pacific Legal 500 2009, Capital Markets, Indonesia
  • IFLR1000 2009, Restructuring, Indonesia

Recent Publications and Speaking Engagements

  • Author, Private Equity (Transactions) - Indonesia, Getting the Deal Through, March 2013 
  • Panelist, Bank of America Merrill Lynch ASEAN Stars Conference, March 2013
  • Moderator, Mergers & Acquisitions Structuring Panel, International Financial Law Review Indonesia Forum, October 2012
  • Author, Speedier Process for Land Procurement for Infrastructure and Public Projects in Indonesia, O’Melveny & Myers Client Alerts, September 2012
  • Author, An Analysis of the New Bank Indonesia Regulation on Shareholding Limitations in Banks, O’Melveny & Myers Client Alerts, July 2012
  • Speaker, Raising Private Equity Financing in Indonesia, Asian-Mena Counsel In-House Congress Jakarta, June 2012
  • Author, Indonesia - New Export Tariffs on Mineral Ore and Oil Palm Products, O’Melveny & Myers Client Alerts, May 2012
  • Author, Update: Ban on Export of Mineral Ores is Lifted - But Not Without Costs, O’Melveny & Myers Client Alerts, May 2012
  • Author, Structuring Indonesian High Yield Bond Issuances in 2012, International Financial Law Review, May 2012
  • Author, Private Equity (Transaction) - Indonesia, Getting the Deal Through, January 2012
  • Author, Bapepam-LK’s New Material Transactions Rules Facilitate High Yield Bond Issuances by Indonesian Listed Companies, O’Melveny & Myers Client Alerts, December 2011
  • Author, The New Indonesian Bill on Currency — Important Features and Implications, O’Melveny & Myers Client Alerts, June 2011
  • Author, New Bank Indonesia Foreign Debt Reporting Obligations, O’Melveny & Myers Client Alerts, February 2011
  • Panelist, Alternative Financing in Emerging Markets, Structuring and Financing Mergers & Acquisitions Conference, July 2010
  • Author, Indonesia’s Proposed Mandatory Merger Pre-Notification Regime,  International Financial Law Review, May 2010
  • Author, Impact of New Indonesian Tax Regulations - The Possible Solutions, International Financial Law Review, March 2010
  • Author, The Indonesia Chapter of Juris Publishing practitioners text “Attachment of Assets,” 15th Edition 2009
  • Author, New Indonesian Tax Regulations have significant implications for Indonesian Bond Structures, Tax Planning International Review Journal, December 2009
  • Speaker, Broadening of Concessions Available for Foreign Investment, Jakarta Coaltrans Conference, October 2009 

Professional Activities

Languages, English; Indonesian

University of Central England, LPC, 2000

Clare College Cambridge, BA, 1999


Solicitor of England and Wales; New York

Indonesian Supreme Court Declares Mineral Ore Export Ban Regulation Null and Void (Indonesia Practice)

New Indonesia Notarial Deed Language Requirements (Indonesia Practice)

Indonesian Language as a Requirement for Validity of a Contract: A Review of Court Decision No.451/Pdt.G/2012/PN.Jkt.Bar. (Indonesia Practice)

Indonesia Investment Authority Issues New Regulation on Foreign Investment (Indonesia Practice)

International Bank Branches Must Form as Indonesian Limited Liability Companies under New Banking Law Bill (Indonesia Practice)

Indonesia Upstream Oil & Gas Regulatory Body (BPMigas) Declared Unconstitutional in Surprising Judgment (Indonesia Practice)

New Import Regulation to Replace Previous One-Category System (Indonesia Practice)

New Rules on Disclosure of Beneficial Ownership on Indonesian Listed Companies (Indonesia Practice)

Speedier Process for Land Procurement for Infrastructure and Public Projects in Indonesia (Indonesia Practice)

An Analysis of the New Bank Indonesia Regulation on Shareholding Limitations in Banks (Indonesia Practice)

Indonesia - New Export Tariffs on Mineral Ore and Oil Palm Products (Indonesia Practice)

Update: Ban on Export of Mineral Ores is Lifted - But Not Without Costs (Indonesia Practice)

Primer on Indonesia Private Equity (Indonesia Practice)

Primer on Indonesia Private Equity (Indonesia Practice)

Draft Bill on Notary Law: No More Notarial Deeds in English Language (Indonesia Practice)

Indonesia Ratifies Double Taxation Treaty with Hong Kong (Indonesia Practice)

Indonesian Mining Industry Reacts to New Decree on Mineral Processing and Refining (Indonesia Practice)

Bapepam-LK’s New Material Transactions Rules Facilitate High Yield Bond Issuances by Indonesian Listed Companies (Indonesia Practice)

The New Indonesian Bill on Currency — Important Features and Implications (Indonesia Practice)

New Bank Indonesia Foreign Debt Reporting Obligations (Indonesia Practice)

Further Clarification on Indonesia’s Mandatory Post-Merger Notification Regime - The KPPU Issues Merger Guidelines (Indonesia Practice)

Derivatives in Indonesia: An Overview of 2010 (Indonesia Practice)

Indonesian Equity Investments
— Selecting a Tax Efficient Holding Jurisdiction
(Indonesia Practice)

New Bapepam - LK Rule On Shares with Differing Nominal Values (Indonesia Practice)

2011 Indonesian Coal DMO Issued (Indonesia Practice)

New Regulation Clarifies Rules on Related Party Mining Services Companies (Indonesia Practice)

New Policy on Settlement of Non-Performing Loans by Indonesian State-Owned Banks (Finance and Restructuring, Indonesia Practice)

New Regulation on Mining Supervision (Indonesia Practice)

Merger Control in Indonesia - The New Merger Notification Regulation (Indonesia Practice, Mergers and Acquisitions)

Letter of Credit Requirement for Indonesian Commodities Exports Has Been Revoked (Indonesia Practice Group Alert)

Indonesia: New Foreign Investment Regulations (Indonesia Practice Group Alert)

Indonesia Reissues New Tax Regulations with Clarifications on the Beneficial Ownership Test (Indonesia Practice Group Alert)

New Bank Indonesia Regulations Clarify Notification Requirements for Unrated Borrower (Indonesia Practice Group Alert)

New Forestry Regulation Opens Protected Forest Areas for Mining and Other Strategic Activities (Indonesia Practice Group Alert)

Indonesian Mining Law: New Domestic Market Obligation (DMO) Regulation (Indonesia Practice Group Alert)

New Bapepam Rules on Material Transactions and Conflict of Interest Transactions (Indonesia Practice Group Alert)

Impact of New Indonesian Tax Regulations: Update (Indonesia Practice Group Alert)

New Indonesian Tax Regulations Have Significant Implications for Indonesian Bond Issuance Structures Business Tax (Indonesia Practice Group Alert)

The Indonesian Language Law (No.24/2009): Update on the new law requiring contracts with Indonesian parties to be in the Indonesian language (Indonesia Practice Group Alert)