Mr A, Miss B, and Mr C are good friends since their time in college. The three of them have established a start-up company, PT DEF, 3 years ago, after their college graduation. PT DEF develops a digital platform that connects patients, doctors, laboratory, pharmacy, clinics, hospitals, research universities, and panels of medical experts from all over the world, using the updated national big database. By using this platform, a patient in a small village in Sumba, for example, may send a small drop of his or her blood, or his or her hair, or any part of his or her body to be analyzed in small town laboratory nearest to her village. The analysis is a simple one so that it can be done in a small laboratory of a small town. The results will be processed by the platform and more detailed results will be obtained in a couple blinks of eyes. A medical doctor who is commissioned to be part of the platform will make a diagnosis, and in the case of a more complex one, it can be verified by the panel of experts. So in a 1-2 day timeframe, a more accurate diagnosis could be developed, and the doctor in-charge could issue a prescription, send it to a pharmacy linked to the system that is closest to the patient, and deliver it to the patient with detailed instructions. In case of more complex and serious cases, the doctor will send detailed instructions to a doctor at a local clinic/hospital on how the patient is to be treated. The systems connect with mandatory national insurance program so the patient need not worry about the payment, or be concerned that the clinic or hospital may refuse to treat him or her. The unique feature of this platform is the access to big data provided by the government and other open sources, and its connectivity with the national health system, and if necessary international health system.

Within a one year period, PT DEF has obtained funding from PT GHI, a venture capital company, amounting to US$ 5 million to develop the platform. Now that the platform is to be offered to cover ASEAN countries, PT DEF needs more funding amounting to US$ 50 million. Today, PT DEF books still record a loss of US$ 12 millions. Valuation of PT DEF is presently at US$ 25 millions.

After making efforts to communicate with banks, financial institutions, investors and analysts, these are the offers received by PT DEF:

1. PT GHI offers an additional investment of US$ 50 million with the condition that PT DEF must be in a profitable condition within the next two years, and PT GHI will then exit promptly after such condition is reached;
2. PT JKL Tbk., an Indonesian state-owned bank offers a US$ 25 million term loan, with commercial interests, payable in 5 years;
3. PT MNO, a company owned and controlled by an Indonesian conglomerate focusing in coal and electric automotive businesses, highly-politically connected, and a younger brother of a senior minister who plans to join the band for the presidential election in 2024; PT MNO offers a very cheap loan of US$ 25 million, convertible into shares no more than 10 years at market value;
4. PQR Inc., a private equity in Singapore, that offers a funding of US$ 10 million in the form of equity, and a convertible loan of US$ 15 million that will be converted into shares when PT DEF conducts an IPO in Indonesian Stock Exchanges or other markets.

Questions:

1. What will be your advice to PT DEF on what offers need to be considered if you are appointed by PT DEF as its counsel? What will be the most effective and efficient structure of funding that you would advise to PT DEF based on such offers?

2. How do you plan to write legal due diligence, once one or more offers that you advised PT DEF on, has been accepted by PT DEF? What aspects do you need to carefully consider in such a legal due diligence, and what step of actions you need to do before you start doing the legal due diligence?