October 26, 2020

Milbank Advises Turkish Wealth Fund and Ziraat Bank on Agreement to Acquire Controlling Share of Turkcell


Milbank LLP acted for the Turkish Wealth Fund (Türkiye Varlık Fonu) (“TWF”), a strategic investment arm and equity solutions provider of the Republic of Turkey, and T.C. Ziraat Bankası A.Ş. (“Ziraat Bank”), a Turkish state-owned bank, in relation to the restructuring of the holding company shareholder arrangements, the related debt facilities provided by Ziraat Bank and TWF’s acquisition of 26.2% of the shares of Turkcell İletişim Hizmetleri A.Ş. (“Turkcell”) through its entrance into a series of transaction agreements with, among others, Telia Company, LetterOne, Çukurova Holding and Ziraat Bank (the “Transaction”).

Completion of this complex transaction, which was achieved on 22 October 2020, ended long-standing disagreements between the indirect shareholders of Turkcell, with TWF becoming the largest shareholder in Turkcell with effective control over the board of directors via 15% privileged shares within its 26.2% shareholding and the ability to appoint five directors out of nine.

Turkcell, a leading integrated telecoms and technology company, is one of Turkey’s most valuable assets and most recognisable brands. Within its portfolio, Turkcell has an international mobile and fixed telecom business with more than 47 million customers, popular local OTT platforms such as BİP, TV+ as well as Paycell and Financell techfin subsidiaries.

The Milbank deal team was led by Global Project, Energy & Infrastructure Finance partner Clive Ransome with Global Project, Energy & Infrastructure Finance senior associate Şeyda Duman. The team also included International Arbitration partner Tom Canning and senior associate Paul Kinninmont, Global Project, Energy & Infrastructure Finance special counsel Chris Taufatofua, Corporate senior associate Andrew Reilly and associates Helen Sutcliffe and Marta Zieba.