Herbert Smith Freehills and Hiswara Bunjamin & Tandjung advise private capital consortium on US$2.75 billion toll road investment platform

Leading international law firm Herbert Smith Freehills together with Indonesian associate firm Hiswara Bunjamin & Tandjung have advised an investment consortium that includes the Indonesia Investment Authority (INA), APG Asset Management and the Abu Dhabi Investment Authority, on the establishment of a US$2.75 billion toll road investment platform.  

The project involved transferring toll road assets into the platform and negotiating a complex shareholders' agreement to manage both existing investments and future toll road investment strategies. Teams from Jakarta and Singapore led the advice, supported by specialists around the region.

This latest transaction follows the team's advice on INA's initial toll road asset investment with PT Waskita via PT Rafflesia Investasi Indonesia in 2022, and on INA's US$1.3 billion investment in toll roads in North and South Sumatera last year.

Corporate partner Matthew Goerke said, "Our ability to deliver each consortium member's long-term commercial and geopolitical objectives within an Indonesian corporate governance structure was key to the success of this transaction."  

The Indonesia Investment Authority (INA) is Indonesia’s sovereign wealth fund, mandated to increase investment to support the country’s sustainable development and build wealth for future generations.

Hiswara Bunjamin & Tandjung was appointed to INA's legal panel in 2021, allowing the firms to pitch for roles for Indonesia's then newly established sovereign wealth fund.

The lead partners for this deal were Matthew Goerke, Glynn Cooper and Dhani Maulana Pattinggi, with support from Lucy Curran, Hui Qi Lim, Audrey Siew and Yun Wen Soh in Singapore.  Adhitya Nugraha, Raya Adhani, Fauzi Rohmat, Laila Francienne and Pandu Saidarja supported the team from Jakarta.

Singapore partners Adrian Cheng and Salonika Kataria advised on the debt finance aspects of the transaction. Adelaide Luke and Randi Adiguna advised on antitrust issues, while Gitta Satryani, Reshma Nair and Samyata Ravindran provided input on change in law risk.