Category: Turkiye

The Esin Attorney Partnership and Baker McKenzie have advised Turkven Private Equity, the Akarlilar Family, and Mavi Giyim Sanayi ve Ticaret A.S.on Mavi’s IPO. White & Case advised underwriters Bank of America Merrill Lynch, Goldman Sachs, and Is Yatirim on the IPO, which, with a market capitalization of TRY 2,135,300,000 (TRY 43 per share) and an offering of 27,311,350 shares, is the largest in Turkey since 2013.

The offering consists of an international offering of 16,624,300 shares by Blue International Holding B.V. outside the United States and Turkey to institutional investors in offshore transactions; in the United States only to qualified institutional buyers; and a public offering of 7,124,700 shares to retail and institutional investors in Turkey in offshore transactions. An additional 3,562,350 shares were sold by the selling shareholder to cover over-allotments. Based on the offer price, Mavi’s total market capitalization at the commencement of trading was approximately TRY 2.14 billion. The shares began trading on the Borsa Istanbul on June 15, 2017 under the symbol “MAVI.”

Muhsin Keskin, the Esin Attorney Partnership’s Head of Capital Markets, who led his firm’s team on the matter, stated, “we are very happy and proud to have completed the legal framework for this momentous deal. This deal showcases Turkey’s strong economic programs and the rising interest in Turkish capital markets. It promises to shake up a moribund market for Turkish IPOs, characterized by years of cancelled or postponed sales. This IPO is very important for several reasons. First of all, it is 2017’s first successful public offering and the largest Turkish IPO in dollar terms since 2013. It is also the very first exit of a private equity investor through an IPO in Turkey, showing to international private equity firms interested in Turkish assets that this exit strategy, frequently used in Europe, is also available to them in Turkey. The public float of 55% is among the largest in the Turkish market and sets a very good example for best corporate governance practices in the Turkish capital markets.” 

In addition to Keskin, Baker McKenzie’s team consisted of Istanbul-based Partners Eren Kursun, Erdal Ekinci, and Birturk Aydin, Frankfurt-based Partners Mark Devlin and Nikolaus Reinhuber, Amsterdam-based Partner Marcel Janssen, Chicago-based Partner Michael Fieweger, Moscow-based Partner Sergei Voitishkin, and London-based Partners James Thompson and Nick O’Donnell. They were supported by Of-Counsel Ross McDonald (New York) and Associates Caner Elmas, Gunes Helvaci, Berk Cin, Sait Baha Erol, Erdi Yildirim, Sena Uralcin, Sena Calin, Sertac Kokenek, and Gokce Serez, Valesca Molinari (in Frankfurt), Kim Stouffer (in Toronto), Rochelle McAllister (in Chicago), Sergey Kapustin (in Moscow), Gerard Koster (in Amsterdam) and Tom Quincey (in London).

The White & Case team was led by London-based Partner Laura Sizemore, Istanbul Local Partner Derin Altan, Istanbul-based Associate Ece Kuregibuyuk, and New York-based Associate Henrikki Harsu.

The Esin Attorney Partnership, a member firm of Baker & McKenzie International, has advised a syndicate of 14 international and Turkish banks as lenders on a USD 500 million and TRY 720 million Senior Secured Term Loan Facilities provided to VIP Turkey Enerji A.S., a subsidiary of Vitol Investment Partnership Ltd., to finance its acquisition of OMV POAS Holding A.S., POAS’s holding company. Allen & Overy and Gedik & Eraksoy acted for VIP Turkey Enerji on the financing.

POAS is the largest oil distribution company in Turkey: its business includes the largest retail station network, with more than 1,700 service stations; the largest fuel storage and logistics business with a total storage capacity in excess of 1 million cubic meters; and the leading distributor of lubricants and jet fuel wing supply for 20 airports. In 2016, POAS’s total sales volume was 10.68 million tons. ING Bank N.V. acted as documentation agent, while Akbank T.A.S. and ING Bank N.V acted as coordinators.

Remarking on the successful completion of the acquisition facilities, Esin Attorney Partnership Partner Muhsin Keskin, who led the firm’s team on the deal, stated, “We are happy to assist the lenders with this transaction, which is expected to be one of the biggest acquisition facilities of 2017. Turkish acquisition finance has changed drastically since 2012, when we first imported the EU’s 1976 financial assistance rules as a model. We have been working to come up with innovative ideas to solve the problems this legal change posed, and it is exciting to see that our efforts are panning out as acquisition finance has become of one of the busiest practices of our finance department.”

Keskin was supported by Esin Attorney Partnership Associates Berk Cin, Baha Erol, and Sena Uralcin.

The Allen & Overy team advising VIP Turkey Enerji on the financing was led by Partners Charles Lindsay and Joe Clinton and included Associates Dilsah Gurses and Sarah Yeowart.

As reported by CEE Legal Matters on March 14, 2017, CHSH and Balcioglu Selcuk Akman Keki Avukatlik Ortakligi advised OMV on the actual sale, with Kolcuoglu Demirkan Kocakli and Hengeler Mueller advising the Vitol Group.

YYU Legal has advised the shareholders of the Asay Group of companies on the sale of a 50% stake in the four Turkish members of the Group to the EOH technology solutions group. The EOH group was sold by the Inanici-Tekcan Law Firm. 

According to YYU Legal, the Asay Group companies are based in Turkey, the United States of America, and the People’s Republic of Bangladesh and provide smart energy, water, and Internet of Things (IOT) solutions, including traffic management, data communication management, and smart grid technology solutions. The reports that “EOH, on the other hand, is a JSE-listed technology solutions group expanding its portfolio in the EMEA region, saying it believes the pipeline for its solutions is strong. With 11,500 employees, EOH is active in 50 countries and has legal presence in 19 countries including  Dubai, England, Saudi Arabia and India. Its majority shareholder is Public Investment Corporation fund owned by the South African government having total net asset value of 137 billion dollars.”  

The transaction included the acquisition of 50% of the shares of Asay Iletisim Hizmetleri A.S, Asay Vad Otomasyon Teknolojileri A.S., Asay Enerji Insaat ve Sanayi A.S., and Asay Elektronik Elektronik Mlz. Ser. Hiz. Ltd., all of which are incorporated in Turkey, as well as Enerclever, which is incorporated in the United States, and Astek, which is incorporated in Bangladesh.  

The YYU Legal team advised the shareholders of the Asay Group on the sale of 50% in each of the 4 Turkish entities, while the sale of the two non-Turkish entities was negotiated separately between the parties.

Editor’s Note: After this article was published, Inanici-Tekcan informed CEE Legal Matters that its team advising EOH on the transaction consisted of Sinem Birsin and Beril Celebi Cem. The firm also made the application for and obtained approval for the deal from the Turkish Competition Authority.

Balcioglu Selcuk Akman Keki Attorney Partnership — the Turkish arm of Dentons — has advised Turkven Private Equity on its  acquisition of Mikro Yazilimevi Yazilim Hizmetleri Bilgisayar San. Tic. A.S., a Turkish company active in the software sector. Caliskan Kizilyel Toker advised the sellers.

According to Dentons, “Turkven is the leading private equity firm in Turkey since 2000 with an AUM of USD 2 billion.” Dentons also reports that Mikro Yazilim, which was founded in 1988, “is the second largest enterprise application software company in Turkey, with more than 100,000 customers and 300 business partners.”

The BASEAK team consisted of Senior Partner Galip Selcuk, Partner Mufit Arapoglu, Senior Associate Selahattin Kaya, and Onur Yorgun.

Moral Law Firm has advised the Kardesler Family on the sale of Tozmetal Ticaret ve Sanayi A.S., a powder metallurgy parts manufacturer focusing on hydraulic pump components for the European automotive market which reported sales of EUR 24 million in 2016, to GKN, a premier manufacturer of oil pumps and powder metal components. The Cakmak-Gokce Attorney Partnership, the Turkish arm of White & Case, advised GKN on the deal.

The Moral team consisted of Partners Serkan Pamukkale and Vefa Resat Moral, Senior Associate Karaca Kacar, and Associates Melis Menku and Eylul Bengisu Gumus.

The Cakmak-Gokce team was led by Partners Asli Basgoz and Emre Ozsar and included Partner Rozita Borden and Associates Eylul Topanoglu, Idil Kalaycioglu, Elif Berberoglu, and Yael Yahya, as well as Can Argon and Gultekin Can.

The Esin Attorney Partnership has advised the lenders in relation to USD 160 million and EUR 69 million Dual Currency Murabaha Facilities provided to Ziraat Katilim Bankasi A.S. ABC Islamic Bank acted as agent, HSBC Bank Middle East Limited acted as facility coordinator, and 13 international banks acted as documentation agents. The lenders included 13 international banks.

Remarking on the successful completion of Murabaha facilities, Esin Attorney Partnership Partner and Head of Banking and Finance Muhsin Keskin stated that, “thanks to the Turkish government’s support and encouragement and Turkish state-owned banks’ efforts, Islamic banking is growing in Turkey with two new players in the market. The rising interest of international banks to Islamic finance reveals the continuing confidence of international investors in the Turkish Islamic banking sector.”

The Esin Attorney Partnership team was led by Partner Muhsin Keskin, supported by Associates Berk Cin and Erdi Yildirim.

Yegin Ciftci Attorney Partnership has advised Alcazar Energy Partners, an independent developer and power producer focused on renewable energy generation across the META region, on the acquisition of Yander Elektrik, a company holding a wind power plant license in the western region of Turkey Izmir, Mersinli. The sellers were individual shareholders, represented by sole practitioner Guliz Ucar.

The deal closed on May 17, 2017 following clearance from Turkey’s Energy Market Regulatory Authority.

The Yegin Ciftci team was led by Partner Itir Sevim-Ciftci and Mete Yegin, with assistance from Senior Associates Deniz Gocuk and Irem Su. The team advised Alcazar Energy Partners on the negotiation of the share purchase agreement, obtaining clearance from the Energy Market Regulatory Authority, and completing the share transfer.

Balcioglu Selcuk Akman Keki Attorney Partnership has advised Yildiz Holding on the 220 million TRL sale of its Orgen Gida affiliate and its Bizim Mutfak brands to the Japanese food and chemical corporation Ajinomoto Co., Inc. Paksoy advised the buyers on the deal.

According to BASEAK, Ajinomoto Co., which produces seasonings, cooking oils, TV dinners, sweeteners, amino acids and pharmaceuticals, “is one of the significant leading players in the market.” The firm also describes Orgen Gida as “a leading Turkish company [that] produces instant soups, bouillons, powder desserts, seasonings, and mixes spices,” and reports that “Bizim Mutfak brands are active in the same market.”

The BASEAK team consisted of Senior Partner Galip Selcuk, Counsel Tulu Harsa, and Associates Umut Can Cano, and Yasemin Guctekin.

The Paksoy team advising Ajinomoto Co. was led by Partner Togan Turan and included Senior Associate Nihan Bacanak and Associate Can Yasin Aksoy.

Balcioglu Selcuk Akman Keki Attorney Partnership has advised ThyssenKrupp Access Solutions GmbH on the termination of its joint venture in ThyssenKrupp Encasa Asansor Sanayi ve Ticaret A.S. and the sale of its shares to joint venture member EMT Asansor.

The BASEAK team was led by Senior Partner Selim Keki and included Counsel Ceren Su and Associates Hande Yilmaz and Aysegul Sifaver.

EMT Asansor was represented by Murat Yorukoglu.

The Esin Attorney Partnership and Baker McKenzie have advised Global Ports Holding, the world’s largest independent cruise port operator, on its initial public offering on the London Stock Exchange. Cleary Gottlieb advised the banks on the deal, which closed on May 17, 2017.

According to the Esin Attorney Partnership, “the floatation gives the company, whose shareholders included Global Yatirim Holding A.S. and the EBRD, a market capitalization of GPB 465 million. The company plans to use the majority of the net proceeds to expand and develop new ports. Citigroup, Goldman Sachs International and Barclays acted as joint global coordinators and joint bookrunners, VTB Capital acted as joint bookrunner, and Shore Capital acted as lead manager.”

Esin Attorney Partnership Partner Muhsin Keskin described the deal as “very significant,” as it represents “the very first IPO of a Turkish group on the London Stock Exchange.” According to Keskin, “this deal is indicative of foreign investors’ rising interest and confidence in the Turkish capital markets. We are proud to be part of this first-of-its-kind deal.”

Simon Porter, London head of Baker McKenzie’s structured capital markets group, said: “We’re delighted to have advised Global Ports Holding on its listing on the London Stock Exchange. This is an exciting time for a company that started as a purely domestic port operator and has grown to become the world’s largest cruise port operator by number of ports and passengers. We’re proud to have played a part in it, having worked with the company for many years.”

This firm’s team was led by Partner Simon Porter, Edward Bibko, James Thompson, Roy Pearce and Muhsin Keskin, supported by Associates David Jahoda, Cristina Brown, Joanna Courtice, Carita Vitu, Berk Cin, Deniz Erden. and Sait Baha Erol.

Editor’s Note: After this article was published, the Akol Ozok Namli Attorney Partnership informed CEE Legal Matters that it served as Turkish counsel to the banks, working alongside Cleary Gottlieb.