Category: Turkiye

GKC Partners in association with White & Case has advised Pegasus Airlines on its USD 375 million debut Eurobonds issuance, due in 2026. Baker McKenzie advised global coordinators and joint book-runners BofA Securities and Goldman Sachs International.

Pegasus Airlines is a Turkish low-cost airline that provides flights to 111 destinations in 43 countries.

The GKC Partners team consisted of Partner Derin Altan, Associates Eren Ayanlar, Irem Kurkcu, Gozde Berkil, Ata Deniz, and Legal Intern Zeynep Ulasan.

Baker McKenzie’s team included London-based Partners Rob Mathews and Megan Schellinger and Associates James Tanner and Henry Gee, as well as Partner Muhsin Keskin and Associate Erdi Yildirim from the Esin Attorney Partnership.

Senem Berkem Paflak has joined Modanisa as Head of Legal Compliance. 

At the beginning of her career, Berkem Paflak interned at the Serap Zuvin law office between July 2004 and October 2005. She then spent nearly three and a half years as Manager at Kilic Hukuk Burosu. In January 2009, Berkem Paflak joined the Akugur law office, where she spent another three and a half years as Senior Lawyer. She was Assistant Manager at PwC from 2012 to 2013.

Paflak moved in-house in 2013 to join Akkok Holding as Deputy Legal Counsel at the Akkok Holding. She then joined Borusan EnBW Enerji in August 2014, where she was Head of Legal and Compliance until October 2019. Between then and joining Modanisa, she spent a little over a year as Head of Legal and HR at the Delta Group.

Originally reported by CEE In-House Matters.

GKC Partners in association with White & Case has advised Garanti BBVA and the Alternatif Bank on their provision of a TRY 800 million dividend recapitalization loan to Test Tasit Muayene Istasyonlari Yapim Ve Isletme A.S. The Balcioglu Selcuk Ardiyok Keki Attorney Partnership advised the borrower.

Test Tasit Muayene Istasyonlari Yapim Ve Isletme, a subsidiary of Bridgepoint, is a provider of vehicle inspection services.

The GKC Partners team consisted of Managing Partner Guniz Gokce, Partner Ates Turnaoglu, Associates Can Argon, Caglar Senol, Gozde Berkil, and Legal Intern Sertac Yuksel.

BASEAK’s team included Partners Barlas Balcioglu, Selahattin Kaya, and Burcu Boso, Senior Associate Ceyda Aydin, and Associates Ceren Akkur Bayram, Bener Kadir Mizrak, and Ceren Koksoy.

Squire Patton Boggs, acting on behalf of the State of Turkmenistan, has persuaded the International Centre for Settlement of Investment Disputes to dismiss in full a claim of nearly USD 500 million brought against the country by Turkish construction company Sehil Insaat Endustri ve Ticaret Ltd. Sti. and its majority shareholder Muhammet Cap.

The case, Muhammet Cap and Sehil v. Turkmenistan, was registered in 2012 under the Turkey-Turkmenistan bilateral investment treaty. The dispute concerned 32 construction projects in Turkmenistan, including water and waste treatment plants, an iron and steel plant, schools and government buildings. The claimants alleged that they had been impeded by delays and defaults by their contractual counter-parties and by regulatory procedures, that they were entitled to additional compensation for work outside the scope of the contracts, and that they were unfairly subject to delay penalties, tax audits, and court orders terminating the contracts. Their contractual counter-parties argued that terminations and penalties were justified due to Sehil’s failure to perform its contractual obligations, defective work, and non-completion.

According to Squire Patton Boggs, “the tribunal rejected all claims against Turkmenistan and held that Sehil’s contractual counter-parties acted in the legitimate exercise of their contractual rights and in a commercial capacity, and that the Turkmenistan courts, tax authorities, and prosecutors acted in accordance with Turkmenistan law and procedures and did not violate due process. 

The Squire Patton Boggs team representing Turkmenistan was led by New York Partners Ali Gursel, Miriam Harwood, and Zeynep Gunday Sakarya, and included Counsel Bahar Charyyeva, Associate Carlos Guzman, and Paralegal Hesel Toyjanova.

According to Gursel, “this case was complex not only due to the fact that it involved 32 different construction projects – each of which could have been a free-standing arbitration in its own right – but also due to the intervening bankruptcy of the claimant company in Turkey while the arbitration was in progress.”

The claimants were represented by, among others, the Derains & Gharavi, Offit Kurman, and Egemenoglu Law Firms.

Turkey continues to prioritize the adoption and consistent implementation of sustainability principles throughout its economy. Indeed, the Turkish Capital Markets Board recently set a voluntary threshold for companies subject to its supervision, and many are finding the use of green buildings valuable in reaching them. In addition to their economic benefits, green buildings – which are socially and environmentally compatible with their environment – are gaining importance in determining a company’s level of sustainability credibility and sustainable investment commitment.

Turkey’s Sustainability Progress

Turkey’s efforts to maintain concrete corporate sustainability policies increased significantly in 2020. The Turkish Capital Markets Board amended the Corporate Governance Communiqué. Accordingly, companies included in the Communique’s scope are now bound to the Framework for Compliance with Sustainability Principles, and, as of 2020, must report whether they have been operating in compliance with sustainability principles. If not, they must explain why, and list the social and environmental risks and impacts arising from the non-compliance.

The Framework sets out various sustainability principles under “General Principles,” “Environmental Principles,” “Social Principles,” and “Corporate Governance.” According to the Environmental Principles, companies must, among other things, comply with environmental legislation and international standards such as ISO 14001, identify the incentives for environmental management, disclose measures and strategies to address the climate crisis, provide data on renewable energy use.  Unsurprisingly, then, green buildings show great potential for companies that must comply with the Framework.

Green Buildings and Green Certification in Turkey

Under the Regulation on Green Certificates for Buildings and Settlements, the “Green Certificate Commission,” which was established within the Ministry of Environment and Urbanization, is responsible for the supervision of the green building and green settlement system and for specifying the procedures and principles of related matters. So-called “assessment foundations” are authorized by the Ministry to assess the environmental, social, and economic performance of buildings and settlements according to the assessment guides and can certify buildings and settlements in certain conditions.

As per the regulation’s provisions, the owners of buildings and settlements must apply to the assessment foundations authorized by the Green Certificate Commission to obtain green certificates. Subsequently, the assessment foundation that receives the application will carry out an assessment based on the assessment guides and then register the related data in the National Green Building Information System. Since the software infrastructure of this system has not yet been completed, it is not currently functional or being enforced. However, the goal is to finish the infrastructure of the system this year. Currently, Turkey’s assessment foundations provide consultancy services to building and settlement owners regarding local and foreign green building certificates.

Apart from the National Green Building Information System, the Turkish Green Building Council also provides a national green building certificate in line with applicable legislation, following an evaluation process to ascertain factors such as water and energy efficiency.

Additionally, Turkey currently has 495 certified green buildings – one of the highest numbers in the world. Indeed, on December 31, 2018, Turkey had the sixth most LEED-certified buildings per gross square meter in the world according to the U.S. Green Building Council.

Green Leases

Green leases – lease agreements that contain provisions requiring the parties to reinforce the environmental-friendly and sustainable nature of the leased estate, or special provisions that transform a regular lease agreement into a green lease agreement – are not regulated under Turkish Law and are not yet common in Turkey. The number of green leases is expected to rise after the established ambition to sustainability principles by Turkish entities. Additionally, as Turkey is eager to follow and adapt European Union directives, we expect the country to follow the European Union’s path pertaining to green lease regulation.

Green Financing for Green Buildings

Since 2018, green financing has been on the agenda in Turkey, with financiers becoming more familiar with green financing options, especially regarding green buildings. Financing through green mortgages, green leasing, and green project finance are currently on offer.

By Done Yalcin, Managing Partner, and Arcan Kemahli, Senior Associate, CMS Turkey

This Article was originally published in Issue 8.2 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

MC Legal has advised Ziraat GYO on its TRY 1.9 billion IPO in Turkey.

According to MC Legal, the project constitutes the “largest public offering in Turkey in terms of amount of offered shares and the second largest offering in terms of numerical value within the last seven years. Furthermore, in conjunction with this public offering, one of the most established brands of Turkey, Ziraat will be trading in Borsa Istanbul for the very first time.”

MC Legal’s team included Managing Partners Semih Metin and Seval Cicek, Attorney Arzu Gunduz, and Associate Lawyer Gokce Ergun.

Itir Ciftci, who heads the Ciftci Attorney Partnership, the firm associated with Clifford Chance in Turkey, has been named the new Managing Partner of Clifford Chance’s Istanbul office. taking over from Clifford Chance Finance Partner Jared Grubb, who held the role since 2016.

Before joining Clifford Chance as Partner in 2013, Ciftci spent 13 years as a Partner at the Herguner Bilgen Ozeke Attorney Partnership, after three and a half years at Ozel & Ozel — the Istanbul office of Altheimer & Gray — and three more at the Aktif Law Firm. She specializes in M&A, private equity, and joint ventures.

Clifford Chance’s Global Managing Partner Matthew Layton said: “I am delighted to appoint Itir Ciftci as Istanbul Managing Partner. I am confident her leadership experience and deep market knowledge will pave the way for the firm’s further success in Istanbul. I would also like to thank Jared who has done a great job over his time as managing partner.”

“While I am delighted to continue advising our clients in Turkey,” Grubb stated, “after five years heading the office, I am also looking forward to new challenges. I am very pleased to be succeeded by Itir as with her unique background, she is very well placed to lead the Istanbul office successfully into the next phase.”

On her appointment, Itir Ciftci commented: “I am honored and excited to have the opportunity to lead the firm in Istanbul as we celebrate our tenth anniversary. We have an impressive track record advising Turkish and international clients on landmark transactions with deep experience in the market. We have a very talented senior team who share a deep commitment to our clients and further developing our practices in Turkey.”

Norton Rose Fulbright’s Global Chief Executive Gerry Pecht has appointed Global Executive Committee member and Istanbul office Partner-in-Charge Ayse Yuksel Mahfoud as Global Head of Corporate, M&A and Securities at the firm.

Yuksel Mahfoud works in both New York and Istanbul. According to Norton Rose Fulbright, “her experience in corporate transactions includes M&A, private equity, privatizations, joint ventures, strategic alliances, capital markets and SPAC transactions. She also advises on corporate governance issues.” According to the firm, “Ayse provides counsel to companies, private equity funds, sovereign wealth and other investment funds as well as financial institutions in cross-border transactions in the telecommunications, media, technology, retail, energy and infrastructure sectors.”

Simultaneously, Pecht appointed Nick Grandage as the firm’s Global Head of Banking and Finance.

“Ayse and Nick are a real powerhouse duo – leading lawyers in important financial markets with significant depth of global experience,” commented Pecht, “These appointments emphasize our firm prioritizing both our Corporate and our Banking and Finance practices globally. Ayse and Nick will continue to grow these groups and enhance our offerings, ensuring our clients have a seamless and superior experience throughout the world.”

Egemenoglu has advised Turkish beverage company Uludag Beverage on a EUR 15 million financing from the EBRD. The Balcioglu Selcuk Ardiyok Keki Attorney Partnership advised the EBRD on the financing.

Uludag Icecek Turk A.S. and its affiliated company Erbak-Uludag Pazarlama San. Ve Tic. A.S. are Turkish beverage producers operating for over 85 years under the Uludag brand. According to Egemenoglu, the companies hold more than 55% of the market share in the mineral water sector in Turkey. 

Egemenoglu’s team was led by Senior Associate Efra Aydin Can.

BASEAK’s team was led by Partner Tamsyn Mileham.

Akol Law has advised Barclays Investment Bank, Credit Suisse, J.P. Morgan, ING, Nomura, Societe Generale, and Standard Chartered Bank on VakifBank’s DPR securitization, which was valued at USD 1.75 billion. Kramer Levin Naftalis & Frankel reportedly advised Vakifbank on the deal.

The DPR securitization is reportedly the largest ever in the Turkish banking sector. The seven tranches offer maturities between five and seven years, with five of the seven tranches being USD-denominated and two being EUR-denominated. The transaction was rated as “BB+ (Stable)” by Fitch Ratings.

The Akol Law team was led by Partners Gunes Yalcin and Omer Gokhan Ozmen.