Deal Maker of the Year Awards 2012 WINNER - TURKEY
DEAL: Aeroports de Paris SA to acquire 38% stake in TAV Havalimanlari Holding
NAME: Selin Bayar COMPANY: Pekin & Bayer Law Firm POSITION: Senior Partner TEL: +90 212 359 57 00 EMAIL:
s.bayar@
pekin.com.tr WEBSITE:
www.pekin.com.tr
BIO:
Selin Bayar is one of the senior partners and has extensive experience in a range of corporate transactions, including mergers and acquisitions, private equity investments, privatizations, joint ventures, strategic alliances, and financing transactions. Ms. Bayar regularly represents foreign companies and banks, private equity funds, and other investment funds and financial institutions in cross-border transactions, specifically in Turkey. She also has significant experience in project finance, capital markets and public offerings. Her industry expertise includes energy, banking and insurance, healthcare, telecommunications and media.
Education: Marmara University, School of Law; LL.B. Istanbul - Turkey 1994 - 1995
Universite de Geneve, Switzerland, School of Law; LL.B. 1990 - 1993
Babson College, Massachusetts, USA; B.S. in Finance and Investment 1987 - 1990
Sorbonne University, Paris France; semester abroad program.
Robert College, Istanbul - Turkey 1979 - 1986
Experience 1993 - Present: Senior Partner with Pekin & Bayar Law Firm
Nov. 1996 - Feb. 1997: McDermott, Will & Emery Law Firm, Chicago, USA, guest lawyer
1995 - 1996: Part-time in house counsel for Finansbank A.Ş:
1990 - 1993: Summer intern in Turk Merchant Bank, Treasury, corporate finance and investment management divisions.
Languages: Turkish, English, French
Memberships in Professional Organizations: Istanbul Bar Association Founding Member, Endeavour Association
28 Q
How were the challenges or difficulties overcome?
The challenges were tackled and solved with a DEAL OVERVIEW: (1) Please summarise the transaction
Acquisition of 38% of TAV Havalimanları Holding A.Ş. (TAV Airports), and 49% of TAV Yatırım Holding A.Ş. by Aéroports de Paris Management (“ADP”).
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Q
What was your role within the transaction?
As Pekin & Bayar Law Firm, we acted as the legal counsel for all of the sellers, namely, Tepe İnşaat Sanayi A.Ş., Akfen Holding A.Ş and Sera Yapi Endustrisi ve Ticaret A.Ş. and we also represented TAV Havalimanları and TAV Yatırım.
What were the challenges or difficulties presented?
This deal constituted one of the biggest deal (if not the biggest, in terms of size) of the period between 2011 Q4 and 2012 Q3 in Turkey. TAV Havalimanları (TAV Airports) is the leading airport operator of Turkey, as well as Tbilisi and Batumi Airports,Monastir and Enfidha- Hammamet Airports, Skopje and Ohrid Airports. The Closing took place on May 16, 2012.
A competitive auction process was launched by the selling shareholders for the sale of the shares of both companies, which required parallel negotiations and drafting with more than one bidding party. A particular re-financing and restructuring mechanism was needed, with the involvement of various institutions. Furthermore, the fact that one of the target companies was a publicly-held company required heightened analysis of capital markets legislation with respect to structuring and closing mechanics of the transaction.
combination of different strategies, involving extensive legal support, close contacts with the relevant governmental authorities and continuous daily feedback and communication channels with all parties involved.
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What other types of clients or transactions have you been involved with?
We regularly represent private equity firms, real estate funds, banks and financial institutions. Our clientele base is vast and includes all types of clients across all sectors in Turkey and abroad. We are heavily involved in M&A transactions, commercial real estate deals, public offerings, bond issuance, debt restructuring and project finance.
In addition to the above-mentioned, during 2012 only, we were involved with the following M&A transactions: Portfolio Sale of Redevco Group’s Shopping Mall Investments in Turkey to Blackstone Group; acquisition of 50% of Doğtaş by Turkven; acquisition of 70% of Pronet by Cinven; acquisition of 100% of Bento Bantçılık and Bento Pazarlama by Nitto Europe N.V.; acquisition of 80% of AE Arma-Elektropanç by Imtech; acquisition of 25% of BYT Peyzaj; acquisition of 100% of Mira Menkul Değerler by RenCap (affiliate of Renaissance Capital); acquisition of 63% of YKM and various brands owned by the said companies by Boyner; acquisition of 100% of ATM, owner of “Joker” stores and “Joker” brands, by Actera Group.
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What are your thoughts and predictions for 2013 and beyond?
Going forward, we expect the M&A transactions to continue and expand in 2013, particularly we anticipate a heightened appetite for the private equity and venture capital firms in acquisition of second-tier or small to medium enterprises.
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