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Selected Experience

SELECTED CREDENTIALS

The following is a selection of representative transactions on which the partners have advised prior to establishing Yalçın Aydın Attorneys at Law.

CORPORATE LENDING

  • International Finance Corporation (IFC) – Advising the lender on a US$200 million term loan facility to Marport Liman İşletmeleri A.Ş. for the refinancing of an existing bridge loan and the financing of a capital expenditure programme at the borrower’s container terminal in Turkey
  • Tiryaki Agro Gıda Sanayi ve Ticaret A.Ş. and Sunrise Foods International Inc. – Advising the borrowers on the reorganisation and refinancing of the group’s financing arrangements in connection with a group reorganisation involving an equity investment, including:
    • a US$175 million syndicated facility provided by a group of international banks led by ABN AMRO to Sunrise Foods International Inc.,
    • a US$65 million loan facility provided by FMO, EBRD and Proparco to Tiryaki Agro Gıda Sanayi ve Ticaret A.Ş., and
    • coordination and implementation of a simultaneous closing involving the equity investment and the related financings.
  • Sunrise Foods International Inc. – Advising the borrower on a US$257.5 million syndicated facility provided by a group of international banks led by Rabobank
  • Ceyhan Terminal Hizmetleri A.Ş. – Advising the borrower, a joint venture between Rönesans Holding and Stolthaven Terminals, on a circa US$130 million CESCE (Spain)-backed facility provided by ING, BBVA and VakıfBank for the financing of a greenfield liquid bulk terminal in Ceyhan, Turkey
  • Test Taşıt Muayene İstasyonları Yapım ve İşletim A.Ş. – Advising the borrower on a TRY 800 million dividend recapitalisation facility provided by Türkiye Garanti Bankası A.Ş. and Alternatif Bank A.Ş.
  • HSBC Bank plc – Advising the bank on loan facilities to Turkish corporate borrowers, including:
    • a US$157.5 million and €261.5 million syndicated dual-currency term facility to Türkiye Petrol Rafinerileri A.Ş. (TÜPRAŞ), with HSBC Bank plc acting as coordinator
    • a €250 million loan facility to Tofaş Türk Otomobil Fabrikası A.Ş.
    • a €100 million loan facility to Ford Otomotiv Sanayi A.Ş.
  • HSBC Bank Middle East Limited – Advising the lender on a €80 million loan facility to Ford Otomotiv Sanayi A.Ş.
  • European Bank for Reconstruction and Development (EBRD) – Advising EBRD on lending transactions involving Turkish corporate borrowers, including:
    • a €150 million green and investment loan facility to Arçelik A.Ş.
    • a €650 million loan facility to Ford Otomotiv Sanayi A.Ş.
    • a US$80 million loan facility to Borusan EnBW Enerji Yatırım ve Üretim A.Ş.
    • a €50 million loan facility to AEP Anadolu Etap Penkon Gıda ve Tarım Ürünleri San. ve Tic. A.Ş.
    • a €25 million loan facility to Netlog Lojistik Hizmetleri A.Ş.
    • a US$23.9 million loan facility to Başhan Tarımsal Ürünleri Pazarlama San. ve Dış Tic. A.Ş.
  • Bank of America Europe DAC – Advising the bank on a US$30 million term loan facility and a US$20 million term loan facility to Aygaz A.Ş.
  • Landesbank Baden-Württemberg (LBBW) – Advising the lender on a €70 million loan facility to DL İnşaat Geliştirme A.Ş.
  • Cordiant Global Credit Opportunities S.C.S., a Luxembourg-based alternative investment fund (AIF) – Advising the lender on a US dollar refinancing facility to Ecogreen Enerji Holding in connection with renewable energy projects in Turkey
  • Tiryaki Agro Gıda Sanayi ve Ticaret A.Ş. – Advising the borrower on a US$82.5 million loan facility provided by FMO and Proparco
  • Sunrise Foods International Inc. – Advising the borrower on a US$25 million loan facility provided by EBRD
  • Modern Karton Sanayi ve Ticaret A.Ş. and Eren Holding – Advising the sponsor on a circa €700 million ECA-backed financing provided by a syndicate of international banks, including Credit Suisse, with support from UKEF (UK), Finnvera (Finland) and SACE (Italy), for the development of a containerboard manufacturing facility in the UK

PROJECT FINANCE AND INFRASTRUCTURE

  • European Bank for Reconstruction and Development (EBRD) and Industrial and Commercial Bank of China (ICBC) – Advising the lenders on a US$74 million project finance facility for the financing of the Kıyıköy Wind Power Plant in Kırklareli, Turkey
  • Česká exportní banka (CEB) – Advising the lender on a €41.5 million refinancing facility for the 99.5 MW Karakurt Hydroelectric Power Plant in Kars, Turkey
  • European Investment Bank (EIB) – Advising the lender on the financing of the Trans-Anatolian Natural Gas Pipeline (TANAP) project in Turkey
  • Yapı ve Kredi Bankası A.Ş. – Advising the bank on a range of project financings in Turkey, including:
    • a US$ term loan facility for the financing of three solar power projects in Kayseri, Kula and Akhisar, comprising 12 SPVs and 44 licence-free solar generation facilities
    • a US$ term loan facility for the financing of the Kuzey I–II Hydroelectric Power Plant (Ordu)
    • a US$ term loan facility for the financing of the Kamer Hydroelectric Power Plant (Muş)
    • a US$ term loan facility for the financing of the Yazyurdu Hydroelectric Power Plant (Erzurum)
    • a US$ term loan facility for the financing of the Gökova Ören Marina (Muğla)
  • Crescent Capital – Advising the borrower on senior and mezzanine facilities provided by Türkiye Garanti Bankası A.Ş. and QInvest for the acquisition and operation of the Akocak Hydroelectric Power Plant in Trabzon, Turkey
  • Çelebi Holding A.Ş. – Advising the sponsor on a syndicated project finance facility led by UniCredit Bank AG for the financing of the transfer of operating rights and the upgrade and expansion of the Port of Bandırma in Turkey

COMMERCIAL REAL ESTATE FINANCE

  • Confidential lender, a European bank – Advising the lender on a range of commercial real estate financings in Turkey, including:
    • the financing of the Radisson Blu Bosphorus Hotel in Istanbul, Turkey
    • the financing of the W Hotel and Akaretler Sıraevler in Istanbul, Turkey
    • the financing of the Kervansaray Lara Hotel in Antalya, Turkey and the Kervansaray Termal Hotel in Bursa, Turkey
    • the financing of the Neo Shopping Centre in Eskişehir, Turkey
    • the financing of the 212 Outlet Shopping Centre in Istanbul, Turkey
    • the financing of the Ekol Hadımköy Logistics Centre in Istanbul, Turkey
  • HSBC Bank plc – Advising the lender on a US$200 million facility for the refinancing of a mixed-use development comprising the Akasya Shopping Centre and residential and office components in Istanbul, Turkey
  • Credit Europe Bank N.V. – Advising the lender on a €100 million financing for the acquisition of two commercial properties in Istanbul, Turkey

TRADE FINANCE

  • Advising international banks on ECA-covered buyer credit facilities to Turkish borrowers, including:
  • AKA Bank – on a Euler Hermes-covered buyer credit facility to Ecogreen Enerji
  • ODDO BHF – on a Euler Hermes-covered buyer credit facility to Biyomek Elektrik
  • Belfius Bank – on a ONDD-covered buyer credit facility to Angel Halı
  • Landesbank Baden-Württemberg (LBBW) – on a Euler Hermes-covered buyer credit facility to Polinas Plastik
  • Zürcher Kantonalbank (ZKB) – on a CHF SERV-covered buyer credit facility to Melike Tekstil
  • DZ Bank – on a Sinosure-covered buyer credit facility to Asaş Alüminyum
  • Leading global agribusiness firms and commodity traders – Advising on structured LC transactions with Turkish counterparties
  • NatWest and Royal Bank of Scotland – Advising on a supply chain finance programme involving Turkish suppliers, including review of template receivables purchase documentation and supplier agreements and issuance of a legal opinion
  • WeFi Technology Group – Advising on a platform-based offshore receivables purchase programme involving Turkish counterparties, including review of assignment and guarantee documentation and completion of a legal questionnaire
  • Rabobank, Wells Fargo, HSBC, Tüpraş – Advising on supply chain finance and reverse factoring programmes, and factoring and receivables finance transactions involving Turkish counterparties

ISLAMIC FINANCE

  • Citibank N.A., Emirates NBD Bank PJSC (ENBD) and Abu Dhabi Commercial Bank PJSC (ADCB) – Advising the lenders on a €300 million AAOIFI-compliant commodity Murabaha facility to Hayat Kimya Sanayi A.Ş.
  • Advising international banks and financial institutions on Murabaha facilities to Turkish banks, including:
    • Emirates NBD Bank – on Murabaha facilities to Türkiye Finans, Vakıf Katılım, and Kuveyt Türk
    • Kuwait Finance House – on a Murabaha facility to DenizBank
    • Commercial Bank of Qatar – on a Murabaha facility to Alternatif Bank
    • Arab Banking Corporation (Bank ABC) – on a Murabaha facility to Ziraat Katılım
    • Warba Bank – on a Murabaha facility to Türkiye Finans
    • International Islamic Trade Finance Corporation (ITFC) – Advising on structured commodity trade finance transactions involving bonded warehouses in Turkey, including a legal memorandum analysing the transaction structure and legal risks and related standard form transaction documentation
    • Mashreq Al Islami (the Islamic banking division of Mashreqbank PSC) – Advising on the Turkish law aspects and feasibility of collateralised Murabaha (Islamic repo) transactions with Turkish banks, including review and revision of the Master Collateralised Murabaha Agreement (MCMA) template and issuance of a legal opinion

INTERBANK LENDING

Advised international commercial banks, development finance institutions (DFIs) and impact investment funds on cross-border syndicated, club and bilateral term loan facilities, as well as risk participation agreements, involving Turkish banks and other financial institutions.  This includes advising:

  • International commercial banks – including Bank of America, Mizuho Bank, Standard Chartered Bank, Emirates NBD Capital, BNP Paribas, ING Bank, Commerzbank, MUFG Bank, UniCredit, HSBC, Wells Fargo, Bayerische Landesbank, and the Commercial Bank of Kuwait – on loan facilities to Turkish banks and other financial institutions, including Yapı Kredi, Akbank, DenizBank, İş Bankası, Garanti BBVA, VakıfBank, QNB Bank, TEB, ING Bank A.Ş., Alternatif Bank, Fibabanka, Şekerbank, Burgan Bank and Türk Eximbank.
  • Development finance institutions – including EBRD, IFC, FMO, and the Black Sea Trade and Development Bank – on loan facilities, framework financing programmes and risk participation arrangements involving Turkish banks and other financial institutions, including QNB Bank, TSKB, Garanti BBVA, Akbank, Türkiye Kalkınma ve Yatırım Bankası, Türk Eximbank, Şekerbank, Odea Bank, İş Leasing, Garanti Leasing, Yapı Kredi Leasing and Ak Lease.
  • Impact investment funds – including the European Fund for Southeast Europe (EFSE), Green for Growth Fund (GGF), and the Investment Fund for Developing Countries of Denmark (IFU) – on loan facilities to Turkish financial institutions, including Garanti Leasing and Ak Lease.

DEBT CAPITAL MARKETS

  • Anadolubank A.Ş. – Advising the issuer on a US$150 million Tier 2 subordinated notes issuance, with Goldman Sachs International as bookrunner

RESTRUCTURING AND SPECIAL SITUATIONS

  • Confidential lender, a European bank – Advising the lender on the disposal of its non-performing commercial real estate loan exposure relating to multiple shopping centres across Turkey, with the borrower group subject to concordat proceedings
  • Tenaga Nasional Berhad – Advising Tenaga, in its capacity as a shareholder of GAMA Enerji, on the restructuring of a US$595 million project finance facility in relation to the 853 MW İç Anadolu Combined Cycle Gas Turbine Plant in Kırıkkale, Turkey
  • Confidential lender, a European bank – Advising the lender on a risk participation transaction relating to a distressed commercial real estate loan in connection with a hotel project in Turkey, involving foreclosure proceedings and litigation
  • Confidential lender, a European bank – Advising the lender on the restructuring of a loan facility to a Turkish borrower, including amendments and restatements of the facility, and advice on Turkish concordat proceedings and creditor-side strategy

FINANCIAL INSTITUTIONS ADVISORY

  • First Abu Dhabi Bank PJSC – Advising the bank on the Turkish regulatory framework governing the cross-border provision of banking and financial services into Turkey, including the compliance parameters applicable to such activities, with practical compliance guidelines structured as Do’s and Don’ts for its head office and its Istanbul representative office
  • Coöperatieve Rabobank U.A. – Advising the bank on the Turkish regulatory framework (banking, capital markets and foreign exchange) applicable to cross-border OTC derivatives transactions with Turkish counterparties, including intermediation requirements, reverse solicitation, and compliance and reporting obligations
  • Zürcher Kantonalbank (ZKB) – Advising the bank on the Turkish foreign exchange regulatory framework applicable to cross-border lending into Turkey, including restrictions on foreign currency borrowing and the relevant exceptions, ECA-backed export finance (buyer credit) facilities, structuring considerations, the legal consequences of non-compliance, and practical risk mitigation measures
  • REYL & Cie SA – Advising the bank on the Turkish regulatory framework governing cross-border lending into Turkey, including licensing requirements, restrictions on foreign currency borrowing under Turkish foreign exchange regulations, disbursement and repayment mechanics, and related tax considerations
  • Mashreqbank PSC – Advising the bank on the establishment of its Istanbul representative office, including obtaining regulatory approvals from the Banking Regulation and Supervision Agency of Turkey
  • First Abu Dhabi Bank PJSC – Advising the bank on the establishment of its Istanbul representative office, including obtaining regulatory approvals from the Banking Regulation and Supervision Agency of Turkey