Category: Turkiye

Turunc has advised Bogazici Ventures on its follow-on investment in Fiber Games in a round that also saw Arz Portfoy invest. Ulgen advised Fiber Games.

Fiber Games is a hyper casual games-focused game development studio.

Bogazici Ventures is a Turkish Capital Markets Board-regulated venture capital fund focused primarily on fintech, health tech, retail tech, and gaming.

In 2021, Turunc advised Bogazici Ventures on its initial investment in Fiber Games (as reported by CEE Legal Matters on October 12, 2021).

The Turunc team included Managing Partner Kerem Turunc, Managing Associates Beste Yildizili Ergul and Naz Esen, and Associates Baran Ezeli and Batuhan Eraslan.

The Ulgen team included Founding Attorney at Law Ilkim Ulgen and Attorneys at Law Selin Deler and Buse Ozdemir.

Turunc has promoted Beste Yildizili Ergul and Naz Esen to Managing Associates and appointed them to Co-Head of Employment and Co-Head of Corporate Advisory teams, respectively.

Ergul, who is also the Co-Head of the firm’s Privacy team, has been with the team since 2015 when she joined as a Legal Intern. She became an Associate in 2016.

Esen also Co-Heads the Banking and Finance team at Turunc. She has been with the firm since 2015, having joined as a Legal Intern. She was promoted to Associate in 2016.

Turunc has advised Groupe Atlantic on obtaining approval from the Turkish Competition Board for its acquisition of a 50% stake in Eneko Havalandirma. Moral advised Eneko Havalandirma on the sale. Prokon reportedly advised Groupe Atlantic as well.

Groupe Atlantic is a France-based heating, ventilation, and air conditioning company.

Eneko Havalandirma is a Turkish producer of high-efficiency ventilation and air conditioning devices. 

The Turunc team included Founding Partner Noyan Turunc, Partner Esin Camlibel, and Managing Associates Beste Yildizili Ergul and Naz Esen.

The Moral team included Senior Partner Serkan Pamukkale, Senior Associate Aybike Gurcan Arslan, and Associate Kayra Menekse.

Paksoy, working with Wachtell, Lipton, Rosen & Katz, has advised Global Payments on its acquisition of Yazara Payment Solutions and its Turkish subsidiary SoftPos Teknoloji.

Global Payments is a payment technology systems company.

Yazara Payment Solutions is an American company providing payment solutions.

According to Paksoy, “the SoftPOS solutions offered by Yazara enable smartphones and tablets to be used as POS machines without the need for any additional hardware or dongle. With this acquisition, Yazara will benefit from the human resources and technical experience of Global Payments, and will be able to offer more extensive and advanced services to its customers.”

The Paksoy team included Partners Nihan Bacanak, Togan Turan, and Sansal Erbacioglu and Senior Associate Yeseren Sozuer.

Paksoy did not respond to our inquiry on the matter.

White & Case’s Turkish affiliate GKC Partners has advised Akbank, ING Turkiye, MUFG Bank Turkey, QNB Finansbank, and Turk Ekonomi Bankasi on an approximately EUR 90 million loan to Temsa.

Temsa operates in the Turkish automotive industry. According to GKC Partners, “the financing is aimed to further support Temsa’s current restructuring efforts as well as expand the company’s vehicle fleet to accelerate its global growth and sustainability investments.”

The GKC Partners team included Managing Partner Guniz Gokce, Partner Ates Turnaoglu, Senior Associate Aybike Iplikci, Associate Hasan Karakelle, and Legal Intern Selin Ulger.

Aksan has advised Pharmacontract on obtaining clearance from the Turkish Competition Board for the acquisition of unspecified subsidiaries in Italy.

Pharmacontract is a joint venture of Trilantic Europe and Alto Partners.

Trilantic Europe and Alto Partners are private equity groups.

According to Aksan, the subsidiaries in question are engaged in the development and manufacturing of pharmaceuticals.

The Aksan team included Senior Partner Onur Ergun.

White & Case’s Turkish affiliate GKC Partners has advised Zurich Insurance on its acquisition of NN Hayat ve Emeklilik. Baker McKenzie’s Turkish affiliate Esin Attorney Partnership advised the sellers.

Zurich Insurance is a multi-line insurer.

NN Hayat ve Emeklilik is the Turkish subsidiary of NN Group.

The GKC team included Partner Emre Ozsar, Local Partner Can Tolga Tezel, and Associates Gokcen Durgut, Umut Korkmaz, Selin Kaledelen, Denizhan Uslu, and Batuhan Akarsu.

The Esin Attorney Partnership team included Senior Partner Duygu Turgut, Senior Associate Toygun Tecirli, and Associates Batuhan Hamamcioglu and Fatma Bingol.

With its resolution numbered i-SPK.35.B.1 (dated 19 September 2024 and numbered 1484) (the “Resolution“), the Capital Markets Board (the “CMB“) clarified the legal status of non-fungible tokens (“NFTs“) and crypto assets used in virtual games.

The CMB also stipulated that liquidity providers for crypto assets will not be considered “platforms,” and certain transactions carried out as a regular occupation, or commercial or professional activity on digital marketplaces that allow peer-to-peer (“P2P“) trading may fall within the scope of unauthorized crypto asset service provision. You can access the CMB bulletin where the Resolution was published here.

What’s new about the NFTs?

With the Resolution, the CMB stipulated that NFTs, which the CMB defines as “crypto assets that are used to record the representation and ownership of digital assets, which are of a non-replicable and unique nature”, and crypto assets that are only used to create or provide various elements in virtual games will not fall within the scope of the listing principles set out in the Capital Markets Law No. 6362 (the “CML“), and that the provisions of the CML will not apply to those who provide trading, initial sale or distribution, clearing, and transfer and custody services in respect of these crypto assets.

However, platforms will be required to notify the CMB if they provide any services in respect of these assets. In addition, platforms will be obliged to trade these assets in a separate market from the crypto assets listed in accordance with the CML, and to inform their clients that these assets are not subject to the supervision and audit of the CMB in the environment where orders are received, using the standard text to be determined by the CMB.

Status of liquidity providers

Liquidity providers, whose main activity is to provide prices to platforms to generate liquidity and to execute transactions based on the prices provided, and who do not provide any other service to investors that may fall within the scope of the definition of platform, will not be considered platforms. Accordingly, liquidity providers will be able to continue their operations without meeting the establishment conditions required for the platforms and the operating requirements to be determined by the CMB in the future.

P2P transactions to be carried out as a commercial or professional activity

Trading on its own behalf but for the account of another person as a regular occupation, or commercial or professional activity on P2P digital marketplaces, which enables the purchase, sale and exchange of crypto assets directly between users, may fall within the scope of unauthorized crypto asset service provision. The Resolution sets 8 November 2024 as the deadline to cease such activities.

Conclusion

The CMB persistently regulates crypto assets and their service providers with unwavering diligence, while the regulatory framework for these assets continues to evolve in complexity.

By Muhsin Keskin, Senior Associate Attorney, Can Sozer, Partner Attorney, and Ali Ceti, Lawyer, Esin Attorneys Partnership

White & Case and its Turkish affiliate GKC Partners have advised Pegasus Airlines on its USD 500 million Eurobond issuance with Citigroup Group Markets Limited and Morgan Stanley & Co International as the joint global coordinators and joint bookrunners and J.P. Morgan Securities, HSBC Bank, SMBC Nikko Capital Markets Limited, and BCP Securities as the joint bookrunners. Baker McKenzie and its Turkish affiliate Esin Attorney Partnership advised the joint global coordinators and joint bookrunners.

The notes, due 2031 with a yield of 8%, will be listed on Euronext Dublin.

Pegasus Airlines is a low-cost airline operating mainly out of its hub in Istanbul. According to White & Case, “the issuance also facilitated a simultaneous tender offer for the Pegasus Eurobonds due 2026, which was fully financed through the proceeds from the current note issuance.”

The White & Case team in London included Partners Richard Pogrel and Laura Sizemore and Associates Hashim Eltumi, Greg Brown, and Ece Kuregibuyuk

The GKC team included Counsel Derin Altan and Associate Sehriban Unlu.

The Esin Attorney Partnership team included Istanbul-based Partner Muhsin Keskin, Senior Associate Zeki Nizam Cebe, and Legal Trainee Ahmet Semih Aktas.

The Baker McKenzie team included London-based Partners Megan Schellinger and Rob Mathews, Senior Associate Maxim Khrapov, and Associates Henry Gee and Akshay Prasad.

Sakar Law Firm, working with DLA Piper’s Canada office, has advised EMX Royalty Corporation on secured debt financing for a transaction with the Franco-Nevada GLW Holdings Corp.

EMX Royalty Corporation, together with its subsidiaries, explores for and generates royalties from metals and minerals properties. It explores gold, silver, platinum, palladium, copper, lead, zinc, manganese, nickel, cobalt, molybdenum, and iron deposits, as well as battery, precious, and base metals.

Franco-Nevada Corporation is a Toronto, Ontario, Canada-based, gold-focused royalty and streaming company.

Sakar did not provide additional information on the matter.