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Ratih (Ipop) Nawangsari

Counsel


Ratih Nawangsari (or Ipop) is a counsel in O’Melveny’s Singapore office and a member of the Transactions Department.

Ipop specializes in general corporate, finance, projects and oil and gas/natural resources work in Indonesia. She also has broad experience in assignments relating to foreign investments, financing, mergers and acquisitions, the power sector, natural resources and capital markets in Indonesia. Prior to joining the firm, she was a foreign legal consultant with Latham & Watkins LLP in Singapore, and before that a senior associate with Hadiputranto, Hadinoto & Partners, one of the major Indonesian law firms in Jakarta.

Ipop is admitted to practice in Indonesia. She has been in practice since 1996, during which she has advised clients from various industries in numerous types of multinational transactions.  

Illustrative Professional Experience

Capital Markets

  • Represented PT Sido Muncul Tbk, as international legal counsel, in connection with its US$72.5 million initial public offering on the Indonesia Stock Exchange. PT Sido Muncul is the first herbal and pharmaceutical company to be listed in Indonesia. Kresna Graha Sekurindo and Mandiri Sekuritas served as underwriters for the offering.
  • Represented PT Dyandra Mitra International Tbk (DMI), as international legal counsel, in connection with its US$46 million initial public offering on the Indonesia Stock Exchange and international share placement under Regulation S. Mandiri Sekuritas and OSK Nusadana Securities Indonesia served as underwriters for the offering. DMI is Indonesia's leading enterprise in the meetings, incentives, conferencing, exhibitions (MICE) industry.
  • Represented PT Cipaganti Citra Graha Tbk (CPGT), as international legal counsel, in connection with its initial public offering on the Indonesia Stock Exchange. Mandiri Sekuritas and Kim Eng/Maybank securities acted as underwriters of the offering. CPGT is a major land transportation company based in Indonesia.
  • Represented PT Kobexindo Tractors Tbk., a heavy equipment company in Indonesia, as international legal counsel, in connection with its initial public offering on the Indonesia Stock Exchange. Lautandhana Securindo, Mandiri Sekuritas, and Valbury Asia Securities acted as underwriters of the offering.
  • Represented PT Bank Tabungan Negara (Persero) Tbk (BTN) as international counsel in connection with its global offering of rights to purchase common shares and concurrent approximately US$154 million placement of shares under Regulation S to international investors. Credit Suisse, Goldman Sachs, Bahana Securities, Danareksa Sekuritas, and Mandiri Sekuritas acted as joint global bookrunners. BTN is one of Indonesia’s top four state-owned banks, and is the country’s largest housing lender and tenth largest commercial bank by asset size and deposit base. This transaction is Indonesia’s largest rights offering placement in 2012.
  • Represented PT Wismilak Inti Makmur Tbk. (WIIM), an Indonesian cigarette manufacturer, as international counsel in connection with its US$43 million initial public offering and listing on the Indonesia Stock Exchange. The offering also included a share placement to international investors under Regulation S of the US Securities Act. Mandiri Sekuritas and OSK Nusadana Securities served as underwriters in the offering.
  • 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 PT Greenwood Sejahtera, as international legal counsel, in connection with its initial public offering and listing of up to 3.33 billion common shares on the Indonesia Stock Exchange and placement under Regulation S. HD Capital, Danareksa Sekuritas and Mandiri Sekuritas acted as underwriters of the offering.
  • Representing Allestari Development Pte. Ltd. and Clarity China in connection with its transfer of 90.6% shares in PT Alam Raya Abadi, an Indonesian company holding nickel mining concession in Maluku, Eastern Indonesia, as well as on related mining services and cooperation arrangements.
  • Represented PT Jaya Agra Wattie, an Indonesian plantation company, as international counsel in connection with its initial public offering.
  • Represented PT Sari Wangi AEA, a prominent Indonesian tea plantation company applying bio energy technology, in connection with a convertible note and structured investment transaction by an international private equity firm.
  • Represented an ad-hoc committee of bondholders regarding the restructuring of US$238 million in high yield bonds issued by PT Davomas Abadi Tbk.
  • Represented the underwriters in connection with the US$400 million high-yield bond offering by Adaro Finance B.V. The bond offering was made concurrently with a US$200 million senior credit facility borrowed by Adaro Finance B.V., with P.T. Adaro Indonesia and P.T. Indonesia Bulk Terminal as guarantors. This deal was named ‘Best Non-Investment Grade Bond Deal 2005’ by FinanceAsia and ‘Southeast Asia Deal of the Year 2005’ by Asian Legal Business.
  • Represented Jefferies International Limited, as placement agent, in connection with a private placement of US$90 million in ordinary shares of Agri International Resources Pte. Ltd. and US$150 million of 10.875% senior secured notes due 2012 by AI Finance B.V., a subsidiary of Agri International Resources Pte. Ltd.
  • Represented Indo Integrated Energy B.V., (a Dutch SPV) in connection with the US$250 million 8.5% senior notes due 2012, guaranteed by the Indonesian parent company (PT Indika Inti Energi), and subsequent public offering of shares of PT Indika Energy Tbk. 

Financing

  • Represented PT Sarana Multi Infrastruktur (Persero) in connection with its participation in an existing syndication loan facility through a loan purchase transaction.
  • Represented Fullex Investments Limited, as international counsel in connection with an indirect purchase of interest of an Indonesian nickel mining asset.
  • Represented Kailai Investment, a China-based private equity firm in connection with an investment into an Indonesian oil and gas company through a farm-out transaction.
  • Representing Sitasa Energi, an Indonesia iron ore mining company, in connection with an offshore and onshore financing transaction by an Indonesian-based private equity firm.
  • Represented lenders in connection with the financing of Wayang Windu geothermal power project in West Java, Indonesia.
  • Represented senior creditors in connection with the US$360 million and IDR1.18 trillion financing of PT Professional Telekomunikasi Indonesia.
  • Represented creditors in connection with the financing of a major power project in East Java, Indonesia.
  • Represented Pertamina, an Indonesian state-owned oil and gas company, as a senior secured lender in connection with a re-financing deal for Java Energy by United Overseas Bank in relation to the expansion of aromatic plant production of PT Trans Pacific Petrochemical Indotama (TPPI).
  • Represented a major Chinese company in connection with a proposed investment in an Indonesian agribusiness company.

Restructuring

  • Represented a strategic investor in connection with a structured investment into a listed Indonesian telecom company.
  • Representing a Japanese-listed company on a structured investment into an Indonesian coal concession.
  • Representing the Senior Mezzanine noteholders on the restructuring of the US$525 million indebtedness of a major Indonesian offshore platform company.

Mergers and Acquisitions

  • Represented Clarity China Partners, L.P in connection with an acquisition of interest in a Singapore based company with major mining asset in Indonesia.
  • Represented US private equity firm Indigo Partners in connection with its acquisition of a 49% stake in Mandala Airlines. This is the first foreign acquisition of an Indonesian airline.
  • Represented JPower and Keppel consortium in connection with the acquisition of Powergen’s interest in PT Jawa Power (an Indonesian power company) and PT Powergen Jawa Timur (an Indonesian power support service company).
  • Represented Astra International in connection with the proposed acquisition of interest in a first generation coal contract of work company.
  • Represented Genting Sanyen in connection with the acquisition of interests held by El Paso in PT Energi Sengkang (an Indonesian power company) and Energi Equity Sengkang (a gas operation project company in Indonesia).
  • Represented Southern Arc Minerals Inc. in connection with its proposed acquisition of mining interests under an existing contract of work and mining authority (kuasa pertambangan).

Energy and Natural Resources

  • Represented SUEK, an Russian Coal Company in connection with its proposed mining activities in Indonesia.
  • Represented CNOOC in connection with a gas sales agreement with PT PLN.
  • Represented Pertamina, an Indonesian state-owned oil and gas company, in connection with the signing of the oil and gas upstream cooperation contract and upstream corporate restructuring in accordance with the New Oil and Gas Law.
  • Represented Shell Oil and Gas Company in connection with its proposed oil and gas downstream activities in Indonesia.

Entertainment

  • Represented Achmad Fuadi, author of ‘Negeri 5 Menara’ book, in connection with the novel adaptation and movie production contract.
  • Representing a major Indonesian entertainment company in connection with its proposed entertainment activities in Asia with a number of major foreign entertainment companies.
  • Representing a major US based entertainment group in connection with its proposed entertainment platform in Asia.

Professional Activities

Member, Indonesian Legal Counsel Association (Ikatan Penasehat Hukum Indonesia – IPHI) and the Association of the Indonesian Advocate (Perhimpunan Advokat Indonesia - PERADI)
Languages, Bahasa Indonesia; English and French (conversational)

University of Indonesia Faculty of Law, Bachelor of Law (SH), 1996

University of Michigan Law School, Master of Laws (LL.M.), 2001


Indonesia

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)

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)

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

Derivatives in Indonesia: An Overview of 2010 (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 Regulation on Mining Supervision (Indonesia Practice)

Letter of Credit Requirement for Indonesian Commodities Exports Has Been Revoked  (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)

A Brief Look at Law Number 24 Year 2009: Must All Agreements Involving Indonesian Parties Use the Indonesian Language? (Indonesia Practice Group Alert)