Category: Turkiye

DLA Piper Turkey and YukselKarkinKucuk (YKK), the firm’s Turkish arm, completed the financing for the USD 4 billion Third Bosphorus Bridge Project on May 21, 2014, acting for the sponsors, the Turkish IC Holding and the Italian Astaldi Group.  

The overall value of the investment amounts to approximately USD 2.9 billion (Astaldi has a 33% stake and IC Ictas a 67% stake), funded on a project finance basis with an 80/20 debt/equity ratio. The concession duration is for a period of more than 10 years, 30 months of which for construction activities and the remaining period for management activities. The project will be performed using the BOT formula (Build, Operate, Transfer) and involves the construction of a 1.4 kilometer long-span bridge to be used by road vehicles and trains to cross the Bosphorus Strait from Poyrazkoy in Asia to Garipce in Europe, as well as the construction of a section of the North Marmara Highway along the Odayeri-Pasakoy route. 

The Third Bosphorus Bridge will be the widest in the world, measuring 60 meters in width and housing 8 motorway lanes (4 in each direction), divided by two high-speed rail corridors of 1,048 meters. It will also be the longest suspension bridge and will achieve another first for its A-shaped pylons standing more than 320 meters tall. Commissioned by the Turkish Ministry of Transport, the works will be performed by a joint venture involving Astaldi and the Turkish company, IC Ictas, which is already working as Astaldi’s partner on projects currently in progress in St. Petersburg (the Pulkovo International Airport and the Western High Speed Diameter). 

DLA Piper describes the project as “one of the most important ‘build-operate-transfer’ projects in Turkey,” reports that the deal is financed by 6 leading Turkish banks, and reports that “it is also one of the few projects in the Turkish market covered by a debt assumption of the Turkish Treasury. 

YKK Partner Muharrem Kucuk and DLA Partner Tamsyn Mileham and acted as local and international counsel on all aspects of the financing, including English-law governed finance documents, Turkish and English-law governed security documents, and an implementation contract direct agreement and debt assumption agreement entered into with the KGM administration and Treasury, respectively. Kucuk and Mileham were assisted by Senior Associate Ferda Dumrul, Associate Aslihan Ozbey and Trainees Neslihan Kasap and Emre Usca.

Vinson & Elkins has announced that it is advising STAR Rafineri on the development and financing of a greenfield oil refinery in Turkey on the Aegean Sea.

STAR Rafineri is a joint venture between the State Oil Company of Azerbaijan Republic and the Ministry of Economy and Industry of Azerbaijan. V&E advised on all elements related to the signing of the finance documents for the STAR refinery project, including the common terms agreement and all the loan facility agreements. 

According to Vinson & Elkins, “the STAR Refinery project is unique and innovative on a number of fronts. Perhaps most notably, with an approximate value of USD 5.6 billion, the transaction marks the largest project financing in Turkey’s history. Additionally, with Export Credit Agencies (ECAs) from five different countries, this marks one of the world’s most diverse multi-source financings. The ECAs involved include JBIC and NEXI (Japan); US Exim (USA); CESCE (Spain); SACE (Italy); and K-Sure (South Korea). The financing of the refinery project also involves Export Development Canada and 16 commercial banks from Europe and Asia.”

The EPC contractor is a consortium of companies from Spain (Tecnicas Reunidas), Italy (Saipem), Korea (GS) and Japan (Itochu). The full notice to proceed is expected to be issued to the EPC contractor following today’s announcement.  

In a statement released by the firm, V&E explains that “the project will have the capacity to process 10 million tons of crude oil and expects to manufacture approximately 1.6 million tons of naphtha, which will rescue the petrochemical sector from foreign dependency, and petroleum products such as diesel oil, jet fuel and LPG. The project has also received the first strategic investment incentive certificate of Turkey.”  

STAR Refinery expects to provide employment and other financial considerations to the regional and national economy and it will start operation in 2018. It will be the first refinery to start operations in Turkey since 1972.  

London-based Vinson & Elkins Partner Nabil Khodadad, who co-heads the firm’s Global Project Finance practice, led the financing. He was assisted by a London-based team that included Partner Andrew Nealon and Associates Alistair Wishart and Lauren Davies.

UniCredit is acting as financial advisor to the borrower. The Allen & Overy team serving as lenders’ counsel was led by Istanbul-based Partner Charles Lindsay and London-based Project Finance Partner Lorraine Bayliss. The lender’s Turkish counsel was the Paksoy law firm, led by Partner Zeynel Tunc, and lawyers from the firm’s Banking/Finance, Tax, Real Estate, Corporate, Regulatory, and Capital Markets teams. Partner Muharrem Kucuk led the team of YukselKarkinKucuk — the Turkish arm of DLA Piper — as STAR’s Turkish counsel.

The Turkish office of Baker & McKenzie has advised Nafiz Kerim Kotan and Murat Zorlu on the acquisition of 99% of the share capital of Arma Portfoy Yonetimi (Arma Portfolio).

The share capital was purchased from Ahmet Dedehayir and Rhea Portfoy (Rhea Portfolio). Istanbul-based Banking & Finance and M&A Partner Muhsin Keskin advised on the transaction. “Due to the tax and legal advantages introduced last year, we’ve seen an increase in the portfolio management business, and we expect this trend to continue,” Keskin commented. 

Initially established as Bender Portfoy Yonetimi in 2003, Arma Portfoy Yonetimi is a portfolio management company specializing in the provision of qualified portfolio and wealth management services to corporate investors. As part of its new strategy, Arma Portfoy Yonetimi will also start providing portfolio and wealth management services to individuals as well.

Nafiz Kerim Kotan, who is one of the leading investment bankers in Turkey, will continue to focus on his current M&A activities and will act as financial investor and Vice Chairman of the Board in the newly acquired franchise.

Baker & McKenzie’s Tokyo and Istanbul offices have advised Japan-based Marubeni Corporation on the acquisition of a 49% stake in Temsa Is Makinalari Imalat Pazarlama ve Satis, a Turkish distributor of Komatsu construction equipment, from TEMSA GLOBAL Sanayi ve Ticaret.

The deal was signed on March 5, 2014 and closed on April 28, 2014.

The multi-jurisdictional Baker & McKenzie team was led by Istanbul-based M&A Partners Ismail Esin and Asli Yigit and Of Counsel Mina Arai-Ito, supported by Associates Sitki Can Tulay, Beelian Tay, Seiji Tomimoto, and Masahiro Inaba.

“This acquisition marks an important step in the partnership between Marubeni and Temsa Is Makinalari. With the contribution of Marubeni, Temsa Is Makinalari will strengthen its leading position in Turkey,” Partner Asli Yigit commented.

“Turkey is becoming an increasingly important and popular investment destination for Japanese investors, mainly for its strong domestic market and its position as a hub for the wider region. Marubeni’s acquisition is a symbolic deal which will further strengthen ties between Turkey and Japan,” Mina Arai-Ito — the firm’s Middle East and Africa Focus Group head — added.

Founded in 1858, Marubeni Corporation is one of the largest trading companies in Japan, with a presence in 65 countries. Marubeni currently operates the business of distributing Komatsu construction equipment in the UK, Philippines, Vietnam, Russia and Mexico. Temsa Is Makinalari is a subsidiary of the Sabanci Group, one of Turkey’s leading industrial and financial conglomerates. 

Esin Attorney Partnership — the Turkish member firm of Baker & McKenzie International — and Baker & McKenzie’s Frankfurt office have advised ING on a covered term loan facility to Izmir’s Metropolitan Municipality.

The Firm advised ING Bank, a branch of ING-DIBA, on a EUR 55,000,000 MIGA covered term loan facility to the Izmir Metropolitan Municipality in relation to its payment obligations for the construction of two urban tramway lines. The tramway lines will be constructed in Karsiyaka and Konak, two of Izmir’s largest districts. The deal was signed on March 4, 2014.

Izmir is Turkey’s third most populous city with a metropolitan population of 3.9 million. Aziz Kocaoglu is the Mayor of Izmir Metropolitan Municipality. 

Frankfurt Banking & Finance Partner Oliver Socher, and Istanbul Banking & Finance Partner Muhsin Keskin advised ING in the matter, along with Frankfurt-based Senior Counsel Anouschka Zagorski, and Istanbul-based Associates Mustafa Ozkan Ozdogan and Berk Cin.

Esin Attorney Partnership says that it has advised ING Group on a total 12 matters in the past two years, including, as reported by CEE Legal Matters on March 25, 2014, advising ING Bank Turkey on a USD 134,400,000 and EUR 263,400,000 dual tranche dual-currency term loan agreement between ING Bank and a syndicate of 23 major banks from 11 countries.

Baker & McKenzie, working primarily through the Esin Attorney Partnership, its Turkish member firm, has advised the Carlyle Group on an investment exit that will likely rank as one of Turkey’s largest this year.

The transaction involved the sale of 40% of the issued share capital of Medical Park Saglik Hizmetleri (Medical Park) to Turkven Private Equity. Shareholders Sancak Group and Usta Group also sold a percentage of their shares, which resulted in a majority stake sale. The deal was signed in late December and closed on 7 May 2014. 

Medical Park is a leader in Turkey’s healthcare sector and one of the country’s largest healthcare groups, employing over 10,000 people. With hospitals located in several Turkish provinces, Medical Park has increased access to quality healthcare in Turkey and greatly contributed to elevating Turkey’s healthcare standards. Founded by current Chairman of the Board Muharrem Usta in 1995, Medical Park’s presence in Turkey quickly grew with the initial stake sale to the Sancak family in 2006. 

The Carlyle Group is a United States-based global alternative asset management firm specializing in private equity. With 1,450 professionals in 34 offices around the world, Carlyle is one of the world’s largest investment firms. Carlyle MENA was established in 2007 to make investments in Turkey, North Africa, the Cooperation Council for the Arab States of the Gulf and the Northern Mediterranean regions.

In 2009, the law firm advised the promoters of Medical Park on the sale of 40% of their shares to The Carlyle Group’s MENA Fund. According to Baker & McKenzie, since then, The Carlyle Group has worked with the management and other investment partners to double the turnover and increase the number of hospitals from 13 to 18.

The deal was assisted by a cross-border team lead by Esin Attorney Partnership Partners Ismail Esin and Asli Yigit and Baker & McKenzie’s Global Head of Private Equity Simon Hughes, based in London. Supporting lawyers included David Scott, Mine Guner, Eren Uclertopragi, Sitki Can Tulay, Guven Mavis, Orcun Solak and Binnaz Topaloglu.

Asli Yigit, Istanbul-based M&A Partner, commented: “Not only is The Carlyle Group deal expected to be one of the largest M&A deals in Turkey this year, it is a milestone for the healthcare sector since it involves the sale of 18 well-known hospitals, three medical centers, and four laboratories.”  

White & Case has advised GMR Infrastructure, an Indian infrastructure company, and its group companies, on the sale of their 40 percent stake in Istanbul’s Sabiha Gokcen (ISG) International Airport, one of the fastest-growing airports in the world.

The stake was acquired by an affiliate of Malaysia Airports Holdings Berhad (MAHB), an existing shareholder in ISG, for EUR 209 million.

“We worked with GMR to conclude an agreement initially with another buyer but also planned for the exercise of a right of first refusal by the existing shareholders of ISG,” said White & Case lead Partner Nandan Nelivigi. “Ultimately, MAHB exercised its right of first refusal, and the sale closed after receiving approvals from ISG’s lenders and government agencies at a great speed in spite of intervening elections in Turkey.”

Along with Nelivigi, the White & Case team included Partners Sebastian Buss in Istanbul, David Eisenberg and Dipen Sabharwal in London, and Jonathan Olier in Singapore, as well as Counsel Amiko Sudo in New York and George Cyriac in Singapore, and Associates Luke Bowers and Rian Matthews in London and Ciara Yeo in Singapore. GMR was advised on Turkish law issues by a team from Cakmak Avukatlik Burosu — White & Case’s arm in the Turkish capital, Ankara — consisting of Associates Naz Bandik, Ayse Eda Bicer, Ozlem Kizil Voyvoda, Hakan Eraslan.

Isil Yilmaz was recently hired as the new Legal Director for Multi Development in Turkey.

Multi Development is a leading commercial developer of inner-city retail space in Europe and Turkey, comprising complementary companies in property development, investment, asset management and property management. With its head office in The Netherlands, Multi Development is active in 14 European countries and has offices in Belgium, France, Portugal, Spain, Italy, Germany, United Kingdom, Czech Republic, Poland, Ukraine and Turkey.

Yilmaz’s over 17 years of in-house experience includes working for Tepe Construction Co., Tav Investment Holding Co., Tav Aviation Co., and Tav Tepe Akfen Investment Construction Operation Co. Her previous role prior to joining Multi Development was that of SE Legal Counsel – Head of Legal ME&A at Alstom Transport.

Multi Development’s former General Counsel was Mustafa Gunes, who has since started his own practice: MGC Legal.