Ayşe Yüksel Mahfoud

Head of Cross-Border Practices; Partner-in-Charge, Istanbul
Norton Rose Fulbright US LLP

Ayşe Yüksel Mahfoud

Ayşe Yüksel Mahfoud

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Biography

Ayşe Yüksel Mahfoud is a member of the Global Executive Committee, Head of Cross-Border Practices and Partner-in-Charge of the Istanbul office.

Ayşe has extensive experience in a range of corporate transactions, including mergers and acquisitions, private equity investments, privatizations, joint ventures, strategic alliances and financing transactions.

Ayşe regularly represents companies, private equity funds, sovereign wealth and other investment funds and financial institutions in cross-border transactions, specifically in Turkey, the Middle East and North Africa.

She also has significant experience representing non-US issuers in Rule 144A/Regulation S securities offerings. Her industry experience includes the telecommunications, media and technology, retail, energy and infrastructure sectors.

Ayşe has been consistently listed by Chambers Global as a leading lawyer in Turkey in Corporate/M&A. Chambers Global also ranked her as an Expert Based Abroad in the categories of USA Corporate/M&A and USA Banking & Finance. She has also been listed as Corporate/M&A: International/Foreign Expert; Turkey Banking & Finance: Foreign Expert; and Central & Eastern Europe Projects & Energy: Key Individual The American Lawyer named Ayşe in its global "45 Under 45" list of the "best of the best" among young women lawyers in The Am Law 200. Ayşe was also lauded by the New York Business Journal as one of their 2018 Women of Influence. Crain's New York Business listed her in its 2019 "Notable Women in Law."


Professional experience

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JD, Columbia Law School, 1995
BA, with honors, Harvard University, 1991

  • New York State Bar

M&A and Private equity

  • Advised a major Turkish manufacturing company in connection with the potential acquisition of the Turkish subsidiary of an international manufacturing company.
  • Advised TPAY Mobile, the Middle East and Africa's leading digital merchant acquirer, in its acquisition of 100% of the shares of Turkish-leading FinTech company Trend Ödeme Kurulusu A.Ş., known in the market as Payguru.
  • Advised a multinational company in connection with the potential acquisition of a US manufacturing company and brand.
  • Represented a Middle Eastern private equity firm in connection with forming an investment club and making an investment in an Eastern European company.
  • Represented Cronus Chemicals in connection with a variety of U.S. and Turkish corporate and finance matters associated with the ongoing development of a large greenfield project in the United States.
  • Represented International Finance Corporation (IFC) and ICF Debt Pool in connection with the project financing of a waste management, and electricity and organomineral fertilizer production project in Turkey, sponsored by the Hexagon group of companies, together with an equity investment in the project by IFC.
  • Represented InfraMed Infrastructure SAS in relation to its proposed minority equity investment in a Turkish company that is developing a combined cycle gas turbine power project in Turkey.
  • Assisted Energizer LLC in its acquisition and merger with the battery unit of Spectrum Brands Holding, Inc.
  • Represented Sabancı Holding in connection with the purchase of an additional 12 percent stake in Carrefoursa from joint venture partner and then majority shareholder Carrefour Nederland. Sabancı Holding became the majority shareholder following the share purchase.
  • Represented Polteks İnsaat in regards to a joint venture agreement with Unit Investment to develop and operate a 1,260MW greenfield natural gas-fired gas turbine combined cycle power plant in northern Iraq. While the joint venture phase of the deal is completed, the financing to be provided by International Finance Corporation (IFC) is ongoing.
  • Represented a US-based steel manufacturer in the proposed acquisition of a Turkish specialty steel foundry.
  • Represented Sabancı Holding in connection with the negotiation of framework and joint venture agreements relating to Enerjisa, with new joint venture partner, E.ON. E.ON acquired shares in Enerjisa from the client's previous joint venture partner, Österreichische Elektrizitätswirtschafts-Aktiengesellschaft (Verbund).
  • Represented Swicorp Company, an international private equity and asset management firm focused on the Middle East, Africa and Turkey, in the acquisition by its affiliate, Sadeed Investment Limited, of a 30 percent equity stake in Saudi steel manufacturer BRC Industrial (Saudia) Limited.
  • Represented AES Entek Elektrik in the proposed acquisition of a power project in Turkey.
  • Represented Alghanim Industries, a joint venture with Saint-Gobain, in the acquisition of a controlling stake in İzocam, a Turkish installation products producer.
  • Represented Denham Capital in a proposed investment in the Turkish energy sector.
  • Represented The Carlyle Group in the acquisition of a 40 percent stake in Medical Park Sağlık Hizmetleri, a leading healthcare services company in Turkey.
  • Represented Emirates International Investment Company (EIIC) in the acquisition of a minority stake in an industrial company in North Africa.
  • Represented Monument Capital Group in various corporate transactions.
  • Represented Dubai International Capital in its US$200 million investment in Oger Telecom, which is a leading provider of telecommunications services operating fixed-line, mobile communications and Internet access businesses in Turkey, South Africa, the Kingdom of Saudi Arabia, Lebanon and Jordan.
  • Represented Emirates International Investment Company (EIIC) in an energy joint venture in the Middle East.
  • Represented the Arab Company for Arts & Publishing (Founoon), in its proposed acquisition of assets in Egypt, United Arab Emirates, Saudi Arabia and Tunisia.
  • Represented the Arab Company for Arts & Publishing (Founoon), in connection with a sale of shares to Rotana Audiovisual Company.
  • Represented Koç Holding in the sale of its majority stake in Migros Türk, after an auction process, to a consortium led by the private equity firm BC Partners for the equivalent of US$1.66 billion.
  • Represented a foreign media corporation in its preliminary bid to acquire the media assets of the Çukurova Group in Turkey.

Capital Markets and Securities

  • Represented Reysas GYO, a Turkish real estate investment company, in connection with its Rule 144A/Regulation S global equity offering.
  • Represented Koza Altın, a Turkish gold mining company,  in connection with its US$436 million equity offering, including a Rule 144A/Regulation S global equity offering.
  • Represented Albaraka Türk, a Turkish participation bank, in connection with its approximately US$171 million equity offering including a Rule 144A/Regulation S global equity offering.
  • Represented Bank Asya, a Turkish participation bank, in connection with its approximately US$160 million equity offering, including a Rule 144A/Regulation S global equity offering.
  • Represented Vestel Beyaz Esya, a Turkish white goods manufacturer, in connection with its approximately US$140 million equity offering including a Rule 144A/Regulation S global equity offering.
  • Represented Middle Eastern governmental and non-governmental issuers in the issuance of equity and debt securities in Europe and the United States.
  • Represented the underwriters in connection with the international institutional offering by Zorlu Enerji.
  • Represented Yapı Kredi Bankası in connection with the international institutional offering by Lio Yağ Sanayi, a Turkish producer and exporter of olive oil.

Privatizations and PPP projects

  • Represented the Privatization Administration of the Republic of Turkey in connection with its sale of a 23.9 percent stake in Türkiye Halk Bankası via a secondary public offering, including a Rule 144A/Regulation S global equity offering, with proceeds in excess of US$2.5 billion.
  • Represented the Privatization Administration of the Republic of Turkey in its proposed sale of a partial stake in Türk Telekom via a secondary public offering of shares on the Istanbul Stock Exchange, including a global offering component under Rule 144A/Regulation S.
  • Represented the Koç Holding-Türk Telekom consortium in its negotiations to purchase shares in the privatization of Bulgarian Telecommunications Company.
  • Represented Saudi Telecom Company in its bid to the National Telecommunications Regulatory Authority for the acquisition of the license to operate the third mobile telecommunications network in Egypt.
  • Represented a bidder in the acquisition of assets of Telsim, a Turkish mobile network operator.
  • Represented Zorlu Holding in its joint venture arrangements in connection with the privatization of Turkish Petroleum Refineries Corporation in two separate bids.
  • Represented the Koç Holding-Sabancı Holding consortium in its bid relating to the privatization of Türk Telekom, the Turkish state-owned fixed-line telephone company.

Compliance and Sanctions

  • Represented one of Turkey's largest corporations regarding the development and implementation of an international compliance program, including anti-corruption and anti-money laundering advice, OFAC and EU sanctions advice as well as establishment of general compliance policies and procedures‎ for the corporation and its subsidiaries.
  • Represented a major Turkish conglomerate in connection with designing and initiating an anti-corruption compliance program.
  • Represented various defence companies in connection with OFAC sanctions advice.
  • Represented Turkish Airlines A.O. on various compliance matters.
  • Leading Lawyer, Chambers Global, Turkey Corporate/M&A: International/Foreign Expert, Chambers & Partners, 2013-2020
  • Highly regarded lawyer, Mergers and Acquisitions, IFLR 1000, Euromoney Institutional Investor PLC, 2019 - 2020
  • "Notable Women in Law," Crain's New York Business, Crain Communications Inc., 2019
  • Woman of Influence, New York Business Journal, 2018
  • Leading Business Lawyers, Privatizations, Who's Who Legal, Law Business Research Ltd, 2014
  • Key Individual, Chambers Global, Central & Eastern Europe Projects & Energy, Chambers & Partners, 2013
  • Key Individual, Chambers Europe, Projects & Energy: Central & Eastern Europe (including Turkey), Chambers & Partners, 2013
  • Foreign Expert Spotlight Table/Expert Based Abroad, Chambers Global, Turkey Banking & Finance, Chambers & Partners, 2012-2013
  • Expert Based Abroad, Chambers Global, USA Corporate/M&A and USA Banking & Finance, Chambers & Partners, 2011-2013
  • International/Foreign Expert Spotlight Table, Chambers Global, Turkey Corporate/M&A, Chambers & Partners, 2012
  • 45 Under 45 "best of the best among young women lawyers in The Am Law 200, The American Lawyer, ALM, 2011
  • Young Society Leaders, "a group of accomplished professionals with a demonstrated record of leadership ability and commitment to serve the US-Turkish society at large," The American Turkish Society, 2011
  • Executive Editor: Inside Turkey (www.insideturkeylaw.com)
  • "Doing Business in Turkey – a practical guide to legal aspects of doing business in Turkey." 2015 - 2020
  • "Turkey's Infrastructure Blueprint," EMEA Finance, June/July 2014
  • "Turkish law leader wears many hats," GS Grapevine Magazine, April 2014
  • "Struggling with Success," CEE Legal Matters, February 2014  
  • "Iran Sanctions Update: Limited Relief from US and EU Sanctions Now in Effect," Client Alert, January 27, 2014
  • "Sunny Days Ahead For Solar In Turkey," Infrastructure Journal, July 2, 2013
  • "Iran Sanctions Update," Client Alert, June 26, 2013
  • "Sunny Days Ahead for Solar in Turkey," Project Finance NewsWire, June 2013
  • "Important Amendments to Turkish Merger Control Filings," Client Alert, February 4, 2013
  • "US Foreign Policy and the Political Impact on Supply Chain Disruption," webinar, July 30, 2020
  • "The United States and Turkey – Behind the Headlines," webinar, June 4, 2020
  • "Construction Workshop – Istanbul," client seminar, June 19, 2019
  • "Crisis Management: the early stages of an investigation," client seminar, March 21, 2019
  • "The Changing US Sanctions Environment – Legal and Practical Considerations for Turkish Companies," client seminar, August 1, 2018
  • "Investor-State Arbitrations," client seminar, May 17, 2017
  • "Opportunities in Sub-Saharan Africa, " client seminar, March 24, 2016
  • "Project on the Economic Future of the Middle East and North Africa Region," GIF Roundtable Discussion, New York, January 14, 2015
  • "Turkey Infrastructure and Energy Finance Seminar, London, May 29, 2014
  • Member: Lebanon – Turkey Business Council, Foreign Economic Relations Board (DEİK)
  • Member: Project on the Economic Future of the Middle East and North Africa, sponsored by the Global Relations Forum (GRF) and Johns Hopkins University Paul H. Nitze School of Advanced International Studies (SAIS) - Track II Diplomacy
  • Member: Global Relations Forum (GRF)
  • Member of the Board of Trustees: Robert College, Istanbul, Turkey
  • English
  • Turkish