Gerard A. Hekker

Areas of Practice

• Mergers and Acquisitions
• Venture Capital
• Equity and Debt Securities
• Technology Transactions

Representative Matters

M&A/ Venture Capital

• Representation of Ambercycle Inc., and its subsidiaries Ambercycle Singapore Pte Ltd and PT Ambercycle Applied Materials Indonesia, on the project development of a manufacturing facility in Gresik, East Java, Indonesia utilizing proprietary technologies to regenerate of end-of-life polyester textile materials to produce recycled polyethylene terephthalate (rPET) under the trade name cycora® to support the manufacture and supply of sustainable polyester garments to multi-national clothing companies.

• Representation of Globe Telecom, Inc, a leading mobile telecommunications operator in The Philippines, in connection with the negotiation, finalization and execution an Amended and Restated Build-to-Suit and Colocation Master Lease Agreement for the leaseback portion of an approximately US$340 million sale and leaseback of telecommunication towers with Phil-Tower Consortium Inc.

• Representation of Globe Telecom, Inc. in connection with the negotiation, finalization and execution of a Transferred Sites Master Lease Agreement for the leaseback portion of an approximately US$99 million sale and leaseback of telecommunication towers with Unity Digital Infrastructure Inc.

• Represented Globe Telecom, Inc. on its Transferred Sites Master Lease Agreements, as well as its Build-to-Suit and Colocation Master Lease Agreements, in relation to the leaseback portion of an approximately US$1.64 billion sale and leaseback of telecommunication towers MIESCOR Infrastructure Development Corporation, Frontier Towers Associates Philippines Inc. and Phil-Tower Consortium Inc.

• Represented Axiata Investments (Indonesia) Sdn Bhd and PT XL Axiata Tbk, leading mobile telecommunications operators in Malaysia and Indonesia, on their acquisition of 66.03% of the issued share capital of PT Link Net Tbk, an Indonesian cable television and broadband services provider, for approximately US$595 million.

• Represented PT Profesional Telekomunikasi Indonesia (Protelindo) the leading independent telecommunications tower company in Indonesia, on its acquisition of 94.03% of the issued share capital of its competitor PT Solusi Tunas Pratama Tbk for approximately US$1.07 billion.

• Represented Protelindo on its US$164 million sale and leaseback acquisition of telecommunication towers from PT XL Axiata Tbk.

• Represented Protelindo, on the approximately US$135 million acquisition of 1000 telecommunication towers from PT Indosat Tbk.

• Represented Protelindo on the approximately US $102 million acquisition of the issued and outstanding shares of Indonesian tower company PT Komet Infra Nusantara.

• Represented Silterra Malaysia Sdn Bhd, a Malaysia-based semiconductor manufacturer, on its Series B preference share investment in Elenion Technologies Corp., a US specialty-semiconductor manufacturer.

• Represented Circles Asia Pte Ltd, a Singapore-based mobile virtual network operator, on its Series A preference share funding by Sequoia Capital and Salim Group and Series A1 preference share funding by Sequoia Capital.

• Represented Arrium Ltd, an international diversified mining and materials company, on the US$1.23 billion sale of U.S. based Moly-Cop division to private equity firm American Industrial Partners.

• Represented Ant Financial on its S$118 million Series C investment in M-DAQ Pte Ltd, creator and operator of the Aladdin FX solution for e-commerce platforms, representing a valuation of S$250 million, concurrent with an investment by EDB Investments.

• Represented Luxola Pte Ltd, a Singapore-based e-commerce platform, and its shareholders, on its acquisition by French luxury goods conglomerate LVMH through its cosmetics subsidiary Sephora.

• Represented PT Solusi Tunas Pratama Tbk, on the US$465 million sale and leaseback of 3500 telecommunication towers by PT XL Axiata Tbk, as well as the completed sale and leaseback of telecommunication towers by PT. Hutchinson CP Telecommunications and PT. Inti Samudera Pasai, and the proposed sale and leaseback of towers by PT XL Axiata Tbk., PT. Axis Telekom Indonesia and PT. Indosat Tbk.

• Represented PT XL Axiata Tbk, as purchaser, and Axiata Group Berhad, as controlling shareholder, on the US$865 million acquisition of PT Axis Telekom Indonesia from Saudi Telecom Company, named as “M&A Deal of the Year” and “Indonesia Deal of the Year” by Asian Legal Business in 2014, and “Deals of the Year 2014” by Asian-MENA Counsel.

• Represented China ASEAN Infrastructure Fund on the acquisition of a minority stake in IDX-listed tower company, IBS Tower.

• Represented CEMEX Asia Holdings Ltd., a subsidiary of CEMEX, S.A. de C.V., one of the world’s leading cement companies, on the US$330 million cash sale of its 25 percent interest in PT Semen Gresik (Persero) Tbk. (Indonesia), a cement producer, to a subsidiary of the Rajawali Group.

• Represented Axiata Group Berhad (formerly Telekom Malaysia Berhad and TM Group) on the approximately US$1 billion cash acquisition of a controlling interest in PT Excelcomindo Pratama Tbk. and negotiation of shareholder arrangements with Etisalat.

• Represented Indonesian Bank Restructuring Agency on the US$510 million auction sale of an equity interest in PT Bank Central Asia Tbk, named as “M&A Deal of the Year 2002” by Institutional Investor.

• Represented PT Telekomunikasi Indonesia (Persero) Tbk. on a series of transactions with PT Indosat Tbk. for the US$1.3 billion restructuring of the Indonesian telecom-munications industry (including a US$207 million acquisition of an Indonesian subsidiary of Cable & Wireless plc, and contesting and settling a US$1.3 billion arbitration claim by an Indonesian subsidiary of AT&T Wireless Services, Inc.), named FinanceAsia’s “2001 Most Innovative M&A Deal of the Year.”

• Represented Telenor AS on the US$207 million acquisition of a strategic interest in Malaysian telecommunications operator DiGi. and the US$713 million acquisition of a strategic interest in Thai telecommunications operator D-TAC and its parent United Communications Industry PLC.

Equity & Debt Securities

• Represented PT Global Digital Niaga Tbk (Blibli.com), an omnichannel e-commerce company (including an online travel company tiket.com) that are part of the Djarum Group, one of the largest diversified business groups in Indonesia, on its initial public offering of approximately US$518 million of shares listed on the IDX including a Rule 144A/ Regulation S international offering.

• Represented PT XL Axiata Tbk on its approximately US$321 million issue of rights to subscribe for its shares listed on the IDX, including a Rule 144A / Regulation S international offering.

• Represented Protelindo in connection with an investment in Stratospheric Platforms Limited to fund the research and development of high bandwidth telecoms network coverage from the stratosphere using hydrogen-powered High Altitude Platforms (HAPS) delivered by unmanned aircraft.

• Represented Tien Phong Commercial Joint Stock Bank (TPBank) on it proposed issuance of Tier II subordinated debt securities, which were to be listed on the SGX.

• Represented Vietjet Aviation Joint Stock Company on its proposed issuance of high-yield securities listed on the SGX including a Regulation S international offering.

• Represented Carlyle Group and Southern Capital Group on the proposed secondary sale of shares of PT Solusi Tunas Pratama Tbk including a Rule 144A/ Regulation S international offering.

• Represented PT Solusi Tunas Pratama Tbk on its issuance of US$300 million 6.25% Senior Notes due 2020 including a Rule 144A/ Regulation S international offering.

• Represented PT XL Axiata Tbk on its US$510 million offering of rights to subscribe for shares listed on the IDX including a Rule 144A/ Regulation S international offering.

• Represented PT Soechi Lines Tbk., Indonesia’s largest independent tanker shipping company, on a proposed issuance of US$200 million Guaranteed Senior Notes due 2020 including a Rule 144A/ Regulation S international offering.

• Represented PT ABM Investama Tbk, on its initial public offering of US$222 million of shares listed on the IDX including a Rule 144A/ Regulation S international offering.

• Represented the solicitation agent on the consent solicitation for amendments to covenants in the 6.25% Notes due 2017 issued by BW Group Limited.

• Represented PT Garuda Indonesia (Persero) Tbk, on a US$350 million privatization and IPO of shares listed on the IDX including a Rule 144A/ Regulation S international offering.

• Represented Axiata Group Berhad, as selling shareholder, and PT XL Axiata Tbk, as issuer, on a US$600 million secondary share sale including a Rule 144A/Regulation S international offering.

• Represented PT Tower Bersama Infrastructure Group Tbk., on an initial public offering of US$200 million of shares listed on the IDX including a Rule 144A/ Regulation S international offering.

• Represented PT Jasa Marga (Persero) Tbk., on its US$371 million privatization and initial public offering of shares listed on the IDX including a Rule 144A/Regulation S international offering.

• Represented PT XL Axiata Tbk. on issuance of US$250 million 7.125% Guaranteed Notes due 2013 including a Rule 144A/Regulation S offering, tender offer and consent solicitation for amendments on its US$250 million 7.125% Guaranteed Notes due 2013; and mandatory tax redemption of its US$350 million 8.0% Guaranteed Notes due 2009.

• Represented PT Trans-Pacific Petrochemical Indotama and its founders on various restructuring transactions relating to the construction and operation of a US$1.5 billion aromatics facility at Tuban, East Java, Indonesia including a US$400 million structured finance completed in cooperation with PT Pertamina (Persero), the Government of Indonesia, SMBC, Mitsui, JBIC and NEXI named “Asia-Pacific Petrochemicals Deal of the Year 2004” by Project Finance; a US$350 million secured trade finance facility with UOB as lead arranger, US$255 million structured mezzanine financing, and the related intercreditor arrangements, as well as extended restructuring negotiations with all creditor classes.

• Represented the joint lead international selling agents in the US$330 million IPO and privatization of PT Bank Mandiri (Persero) Tbk including a Rule 144A/ Regulation S international offering, named in 2003 as “Best Deal in Indonesia” by FinanceAsia, “Best Overall Equity Deal” and “Best Privatization” by Asiamoney, “Best Bank IPO in Asia” by The Asset, a “Commended Equity Deal in Asia” by Euromoney, a “Highly Commended IPO” by Corporate Finance, “Best Deal in Indonesia” by The Banker, and one of the “Equity Deals of the Year” by CFO Asia.

• Represented PT Polytama Propindo on a consent solicitation, covenant defeasance and exchange offer restructuring of the U.S.-registered high yield debt US$200 million Guaranteed Secured Notes due 2007.

• Represented the underwriters on the US$700 million IPO and privatization of the Petroleum Authority of Thailand into PTT PLC including a Rule 144A/ Regulation S international offering, named FinanceAsia’s “2001 IPO of the Year.”

Technology & Infrastructure Transactions

• Representation of Ambercycle Inc., and its subsidiaries Ambercycle Singapore Pte Ltd and PT Ambercycle Applied Materials Indonesia, on the project development of a manufacturing facility in Gresik, East Java, Indonesia including, among others, a production engineering agreement, a front-end engineering and design (FEED) agreement, product offtake agreements, feedstock supply agreements and an engineering, procurement and construction (EPC) agreement.

• Representation of PT XL Axiata Tbk in connection with agreements for landing services in Indonesia for the Project Echo Pacific Ocean subsea cable from the United States under development by Google Singapore Pte Ltd. and Edge Network Services Ltd, an affiliate of Meta Platforms Inc. (Edge), in cooperation with TPN SG Asset Holdco Pte Ltd., NEC Corporation and PT NEC Indonesia.

• Represented Globe Telecom, Inc. on telecommunication tower leasing and build-to-suit and colocation agreements with MIESCOR Infrastructure Development Corporation, Frontier Towers Associates Philippines Inc., Phil-Tower Consortium Inc, and Unity Digital Infrastructure Inc. in the Philippines.

• Represented PT iForte Solusi Infotek, an Indonesian fibre optic company, on a space segment (satellite) capacity agreement with Telestat.

• Represented PT XL Axiata Tbk, an Indonesian mobile operator, on a Business Support Services Agreement with PT Applications Solutions (Amdocs).

• Represented Protelindo, on tower leasing, build-to-suit and colocation agreements with PT Hutchison 3 Indonesian governing a minimum portfolio of 6000 towers.

• Represented Protelindo on take-or-pay on telecommunication tower build-to-suit and colocation agreements with PT Indosat Tbk.

• Represented edotco Group Sdn Bhd and edotco Bangladesh Tower Company Limited, on managed services agreements for active and passive tower infrastructure with Grameenphone Ltd, a subsidiary of Telenor.

• Represented edotco Myanmar Limited on the amendment of master tower lease agreements with Myanmar Posts and Telecommunications.

• Represented edotco Myanmar Tower Limited (formerly Digicel Asian Holdings Pte Limited and Digicel Myanmar Tower Limited) on agreements with Ooredoo Myanmar Limited and Telenor Myanmar Limited to build and lease telecommunications for network rollout in Myanmar.

• Represented Splash Mobile Money Limited on software licensing and development agreements for mobile money transfer and payment services in Sierra Leone, West Africa.

• Represented PT XL Axiata Tbk., on agreements for telecommunication towers leasing, technology managed services, national roaming and sales and distribution transactions.

Admissions

• Singapore (Foreign Lawyer)
• California
• England and Wales

Duane Morris LLP is a law firm based in the United States founded in 1904. We use "Duane Morris" to refer to Duane Morris LLP, a Delaware limited liability partnership, and affiliated entities that practice under the name Duane Morris or a similar name. Reference to a "partner" means a person who is a partner, or person with the equivalent standing and qualifications thereto, in the Duane Morris entities.

In Singapore, Duane Morris Singapore LLP and Selvam LLC operate a Joint Law Venture serving clients throughout Asia, Duane Morris & Selvam LLP, pursuant to Licence 2/2010 granted by the Attorney General of Singapore. Selvam LLC lawyers may provide services to clients of Duane Morris & Selvam under secondment from Selvam LLC pursuant to Licence 2/2010.

Education

• University of San Francisco School of Law, J.D., 1992
• Dartmouth College, B.A., 1986

Experience

• Duane Morris LLP
  - Partner, 2017-present
• Duane Morris & Selvam LLP
  - Director, 2017-present
• Sidley Austin LLP
  - Partner, 2013-2017
  - Counsel, 2011-2012
• Skadden Arps Slate Meagher & Flom LLP
  - Counsel, 2006-2011
  - Associate, 2000-2006
• Coudert Brothers
  - Associate, 1998-2000
• Graham & James LLP
  - Associate, 1994-1998

Professional Activities

• American Bar Association

Honors and Awards

• Recognized by Asian Legal Business as one of Asia Super 50 TMT Lawyers 2023
• Listed in The Legal 500 Asia Pacific 2021 as Recommended Lawyer in Capital Markets - Foreign Firms and Corporate and M&A - Foreign Firms

• Listed in The Legal 500 Asia Pacific 2020 as Recommended Lawyer in Capital Markets - Foreign Firms and Corporate and M&A - Foreign Firms

• Recognized in the area of Capital Markets Law by Best Lawyers in Singapore since 2018

• Ranked in Chambers Asia-Pacific 2019 for Corporate/M&A-Indonesia

• Ranked in Chambers Global 2019 for Corporate/M&A (International Firms)-Indonesia, Corporate/M&A-Singapore

• Listed in The Legal 500 Asia Pacific 2019 as recommended lawyer in Capital Markets - Foreign Firms, Corporate and M&A - Foreign Firms, Corporate and M&A - Local Firms and TMT - Local Firms

• Ranked in Chambers Global 2018 for Capital Markets (International Firms) and Corporate/M&A (International Firms)-Indonesia, Capital Markets and Corporate/M&A-Singapore

• Leading Individual (Capital Markets, Indonesia and Corporate/M&A, Indonesia Expert based abroad) - The Legal 500 Asia Pacific 2018

Language Skill

• Chinese (Mandarin)

Selected Publications

• Co-author, "Proposed Amendments to the Exempt Offering Framework under the Securities Act Relevant to Asian Companies," Duane Morris Alert, April 20, 2020 
• Co-author, "COVID-19: Bond Buybacks and Liability Management in Asia," Duane Morris Alert, April 6, 2020

Selected Speaking Engagements

• "Sale and Leaseback of Telecommunications Towers," CLE and Client Presentation, 2018

• "Overview of Covenants In High-Yield Debt Securities," CLE Presentation, 2018

• "Sale & Purchase Agreements, Conditions Precedent, Warranties & Indemnities," Closing, CLE Presentation, 2017

• "Privacy and Cloud Computing," Client Presentation, 2016

• "Standard Tax Clauses in M&A Transactions," CLE Presentation, 2016

• "Drafting Licensing Agreements," Client Presentation, 2015