Bernardus Billy

Practice Areas

Billy is a Partner at Makes & Partners. He heads the Firm’s Startup, Fintech and Venture Capital Practice Group. Billy is involved in managing various capital market transactions (equity and debt issuance), M&A, and foreign investments for domestic and international clients.

Career

Billy joined the Firm in 2011 as a junior associate, and in 2017 was appointed as a partner, making him the youngest partner at the Firm. His strong leadership in the Fintech practice has been exemplified through his key involvement in various deals including well known clients such as PT Ajaib Teknologi Indonesia, the 7th unicorn in Indonesia and the first fintech unicorn in Southeast Asia and several cryptocurrency exchange companies.

Billy also handles most of the global bond transactions at Makes (both 144a and/or RegS deals) and has broad knowledge in this sector. He has represented both issuers and underwriters in the global bond transactions, such as Lippo Karawaci, Agung Podomoro, Soechi Lines, Jababeka, Tunas Baru Lampung and Golden Energy and Resources Ltd. from the issuer’s side and Citigroup, UBS and Credit Suisse from the underwriter’s side to name a few.

In addition to his work at the Firm, Billy has made several positive contributions that extend beyond the legal industry. This includes his role as the initiator of A Kit of Standard Startups Agreements (Aksara Nusantara), a set of fully editable investment package documents for startup fundraising, made available for free download and use at the following link: www.makeslaw.com/aksara, as an initiative to engineer emerging startup ecosystem in Indonesia.

Professional Memberships

• Board of Ethics of AFTECH (Indonesian Fintech Association of Indonesia) for 2021-2025;

• Member of the Indonesian Advocates Association (PERADI); and

• Registered member of the Capital Market Consultants Association (Himpunan Konsultan Hukum Pasar Modal).

Publications

• International Comparative Legal Guides (ICLG) Indonesia Chapter on Fintech (2022)

• Chambers and Partners, Asia Pacific- Indonesia Chapter on Capital Markets (2021-2022)

Personal

Billy possesses a strong legal and commercial grip on every step of the transaction and the underlying commercial sensitivities, which help him render effective advice. Billy is lauded by his clients for his deep understanding of the law and for his ability to “analyze and break down complex business/legal issues and bring a comprehensive and solution-oriented mindset to the table”.

Clients

• PT Profesional Telekomunikasi Indonesia

• PT Global Digital Niaga

• Golden Energy and Resources Limited

• PT Fliptech Lentera Inspirasi Pertiwi

• PT Ajaib Teknologi Indonesia

• PT First Media Tbk and Asia Link Dewa Pte. Ltd

• PT Anugerah Surya Pacific Resources

• PT Lippo Karawaci Tbk.

• LMIRT Capital Pte. Ltd

• PT Soechi Lines Tbk.

• PT Ciputra Development Tbk.

Work Highlights

Billy has been involved in several high profile and complex transactions that span across Makes & Partners’ practice areas, including representing / acting for the following:

• the two largest shareholders of PT Link Net Tbk (one of Indonesia’s biggest cable TV operators and fixed broadband internet provider), for the sale of its shares to Axiata, a Malaysian multinational telecommunications conglomerate.

• PT Profesional Telekomunikasi Indonesia, the largest independent tower owner and operator in Indonesia, in the mega acquisition of 94.03% shares in PT Solusi Tunas Pratama Tbk through a bidding process. This deal was the second biggest acquisition deal in Indonesia in 2021.

• PT Anugerah Surya Pacific Resources, one of the biggest and most prominent mining conglomerates in Indonesia in connection with the sale of the majority shares in 2 (two) of its subsidiaries engaged in the nickel mining business activities in Indonesia, namely PT Stargate Pacific Resources and PT Stargate Mineral Asia to DTN, a subsidiary of PT United Tractors Tbk.

• PT Global Digital Niaga (a member of the Djarum Group, popularly known as Blibli) in connection with its qualifying investment in PT Aplikasi Karya Anak Bangsa (GoJek), a decacorn startup in Indonesia.

• Expedia Inc. (one of the big four online travel agencies in the world), investment in Traveloka. Traveloka is one of the giant unicorn start-ups in Indonesia. This injection of capital by Expedia made Traveloka a unicorn start-up.

• PT Kawasan Industri Jababeka Tbk. (“KIJA”), one of the biggest and the first publicly listed industrial estate developers in Indonesia, in an exchange offer transaction and consent solicitation exercise by KIJA as the Issuer.

• Ajaib Group, the 7th unicorn in Indonesia and the first fintech unicorn in Southeast Asia, in connection with its acquisition of shares in PT Bank Bumi Arta Tbk.

• Nanovest in successfully conducting an ICO (initial coin offering) of Nanobyte (NBT) through a decentralized crypto-exchange named PancakeSwap which makes it as a game-changer in Indonesian crypto ecosystem. As such, Nanovest is an Indonesian investment platform that allows its users to trade US stocks and crypto assets within its application.

Education

Awards

Industry Sector Expertise

• Fintech

• Startup

• Venture Capital

• Capital Markets

• Mergers and Acquisitions

Expert in these Jurisdictions

Indonesia

Languages Spoken

English

Indonesian