Company Restructuring: Discreet Strategies, Cost Efficiency, and Regulatory Acceleration with XPND

In the midst of global uncertainty and liquidity pressure in 2026, aggressive monetary tightening, a USD IDR exchange rate hovering around 16,600, and fragmented global supply chains have forced many companies in Indonesia to make major decisions faster than ever before.

In this environment, company restructuring is no longer an emergency response, but a core survival strategy to preserve enterprise value, protect reputation, realign debt structures, and execute mergers or acquisitions in a more controlled and measurable manner.

However, a recurring issue often emerges in practice. Many companies only take action after problems have already surfaced. Vendors begin to panic, creditors become more aggressive, and rumors of insolvency start to erode corporate credibility. At that stage, available options narrow significantly and costs tend to escalate.

This is where XPND acts as a strategic partner. Not simply as an advisor delivering recommendations on paper, but as an execution partner that supports company restructuring through a disciplined approach, discreet when required, and decisive when momentum must be secured.

Why Company Restructuring Has Become a Strategic Necessity?

In Indonesia, company restructuring typically operates across three interconnected pillars.

• Portfolio or asset restructuring
  This includes divestment of non core assets, business unit spin offs, corporate demergers, or the establishment of special purpose vehicles to segregate risk.
• Financial restructuring
  This focuses on debt reorganization, capital strengthening, debt to equity conversion, and the use of PKPU mechanisms as a restructuring tool.
• Organizational and management restructuring
  This covers changes in ownership structure, strategic rightsizing, and workforce realignment to ensure that employee competencies and cost structures remain aligned with post restructuring business realities under current labor regulations.

What is often overlooked is that these pillars rarely stand alone. Debt restructuring can trigger corporate actions governed by capital market regulations. Mergers and acquisitions carry employment related liabilities. Asset divestments may result in significant tax cash outflows if not structured properly.

For this reason, company restructuring must be led through a holistic approach. Companies need a team capable of understanding how legal, tax, financial, and operational risks interact, rather than addressing each function in isolation.

The Risks of Delayed Company Restructuring

Many executives view restructuring as an issue to be addressed later, once financial indicators turn visibly critical. In reality, the Indonesian insolvency framework is highly aggressive.

The Bankruptcy and PKPU Law does not apply a balance sheet based insolvency test. Even companies with substantial assets may be pushed into formal proceedings if they experience liquidity pressure and fail to settle a single due obligation.

As a result, delayed action can lead to several consequences:

• Minority creditors may escalate disputes into public proceedings
• Vendors may suspend supply due to payment concerns
• Corporate reputation and valuation can deteriorate rapidly
• Legal processes become prolonged as negotiations unfold under public scrutiny

XPND promotes a more rational approach. This begins with stakeholder mapping, preparation of negotiation pathways, securing majority support in advance, and executing formal steps in the most efficient manner possible.

Three Strategic Advantages of XPND in Company Restructuring

The Silent Rescue: Discreet Resolution Before Court Proceedings

Certain situations require resolution without triggering market panic. While formal prepack insolvency is not recognized under Indonesian law, practitioners have developed an effective hybrid strategy known as the Shadow Prepack.

This approach may appear straightforward, but it requires a high level of execution discipline.

Intensive and confidential negotiations are conducted with key creditors at the outset. Once majority support is secured through a Restructuring Support Agreement, the PKPU process is initiated. Court proceedings then function primarily as an administrative formality to convert the agreement into a binding homologation.

In early 2026, industry bodies including the Indonesian Curators and Administrators Association are actively pushing for a revision of the Bankruptcy and PKPU Law to be included in the national legislative program. However, legislative reform takes time. While the market awaits a more modern insolvency framework, Shadow Prepack remains the most effective and field tested hybrid solution available today.

XPND delivers this through its Pre Insolvency and Stakeholder Management services.

• Discreet negotiations
  XPND acts as an independent mediator to secure commitments from core creditors such as banks or strategic vendors, without generating reputational noise.
• PKPU voting simulation
  Before any court filing, XPND conducts voting simulations to ensure that statutory majority thresholds are met. This allows court proceedings to remain predictable and reduces the risk of deadlock once the process becomes public.

The benefits are clear. Business operations remain more stable, vendors avoid panic responses, corporate reputation is better preserved, and formal proceedings are significantly shorter because majority approval has already been secured.

The Cost Efficient Merger: Structuring Transactions with Predictable Tax and Workforce Costs

Many mergers and acquisitions in Indonesia fail not due to a lack of buyers, but because hidden costs emerge at the final stage. The most common drivers are asset transfer taxation and severance liabilities.

Without proper structuring from the outset, transactions often collapse when initial cash requirements increase sharply and no longer align with the assumptions of either buyer or seller.

XPND provides Integrated M&A Optimization services to ensure that company restructuring through mergers or acquisitions remains financially viable.

Tax efficient structuring under PMK 81 of 2024

Under PMK 81 of 2024, qualifying mergers, spin offs, and asset transfers may apply book value treatment without requiring a separate tax clearance letter from the Directorate General of Taxes, provided statutory conditions are met.

This allows capital gains tax to be deferred until future disposal, significantly reducing upfront cash leakage during restructuring transactions. XPND designs transaction structures and supporting business purposes to ensure compliance with these requirements.

Workforce realignment and severance exposure modeling under PP 35 of 2021

Revised severance regulations have made workforce liabilities more predictable in acquisition scenarios. XPND models severance exposure using updated formulas to ensure acquisition valuations reflect realistic workforce obligations and post transaction organizational stability, rather than overly conservative assumptions that undermine deal feasibility.

The result is early stage cash flow efficiency and clarity over long term liabilities. Company restructuring becomes a calculated strategic decision rather than an uncontrolled risk.

The Regulatory Fast Track: Accelerated Compliance for Corporate Actions

For publicly listed companies, corporate actions are often delayed by material transaction procedures, independent shareholder approvals, fairness opinions, and extensive disclosure obligations. In distressed situations, time becomes the most critical constraint.

Certain regulatory exemptions provide an accelerated pathway. When restructuring is executed in compliance with statutory requirements or pursuant to court decisions, specific procedural obligations may be waived. This is particularly relevant in the implementation of PKPU homologation outcomes.

XPND delivers Regulatory Compliance and Acceleration services through the following capabilities.

• OJK exemption strategy
  For distressed listed companies, XPND structures restructuring transactions to align with exemption criteria, preventing execution from being stalled by extended approval processes.
• Post merger KPPU filing
  The post transaction merger notification regime allows transactions to close more quickly, but shifts regulatory risk to the post closing phase. XPND manages mandatory filings within statutory timelines and conducts competition risk self assessments to mitigate exposure after closing.

The benefit is faster execution and higher legal certainty. Company restructuring progresses according to business timelines rather than bureaucratic cycles.

Company restructuring is inherently unique. A solution that succeeds for one organization may not be appropriate for another. The most critical step is to act early, before issues become public and strategic flexibility is compromised.

In a tight money environment, timing determines whether restructuring preserves value or destroys it.

Do not wait for liquidity pressure to erode your valuation. Secure your 2026 corporate value now!