Damla Cay

Associate
Norton Rose Fulbright US LLP

Damla Cay

Damla Cay

vCard

Biography

Damla is a corporate, M&A, banking and finance and securities lawyer based in Istanbul. Her practice concentrates on domestic and cross-border transactions in sectors such as technology, financial services, energy, infrastructure, consumer products, critical minerals and commodities.


Professional experience

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  • University of Oxford, Magister Juris
  • Galatasaray University, LLB (Salutatorian)

 

  • Istanbul Bar

Corporate, M&A and Private Equity

  • Represented Dubai Islamic Bank, a leading financial institution in the UAE, on its acquisition of 20% + 1 shares of T.O.M. Group of Companies, which includes T.O.M. Katılım Bankası A.Ş. (Türkiye's first licensed digital retail bank), T.O.M. Pay Elektronik Para ve Ödeme Hizmetleri A.Ş. (licensed e-money company with a fast-growing customer base in Türkiye), and T.O.M. Finansman A.Ş. (licensed financing company specialized in developing innovative digital products) and their subsidiaries.
  • Represented International Holding Company on its AED 1.8 billion acquisition of a 50% stake in Kalyon Enerji, via IHC subsidiary International Energy Holding, with the purpose of investing in he Kalyon Karapinar Solar Power Plant, a photovoltaic power plant project with an installed capacity of 1.347 gigawatts-peak/one gigawatt in the Karapinar region in Konya, together with other solar and wind power plant projects. Once completed, the Kalyon Karapinar Solar Power Plant alone will meet the annual electrical energy needs of approximately two million people.
  • Represented the Norwegian firm Schojdt for its contemplated acquisition of the entire shareholding of Montel AS, a Norwegian leading provider of news, data and analytics within European energy sector, in the due diligence process conducted for Montel Foreks Veri ve Haber Teknolojileri A.Ş., the Turkish subsidiary of Montel AS.
  • Represented Canada-based Québecor Media Inc., a prominent player in communications, media and entertainment, through its subsidiary 9433-4786 Québec Inc., in relation to the acquisition of a portion of the share capital of Etiya Bilgi Teknolojileri A.Ş. (Etiya), a leading Turkish independent software provider, and in the post-closing matters following its investment in Etiya, including reforming Etiya’s management structure and distributing employee incentives through injection of capital and share premium in Etiya.
  • Advised BRF S.A. (BRF), a Brazilian food processor which is amongst the ultimate shareholders of Banvit Bandırma Vitaminli Yem Sanayi A.Ş. (Banvit), regarding the potential legal and criminal liability of BRF managers in BRF’s subsidiaries located in six different countries in Asia, Europe and Middle East, including Türkiye and customized risks concerning Banvit’s operations in poultry sector.
  • Advised a Gulf energy company in relation to the acquisition of the working interests of an upstream Turkish oil company.
  • Arçelik, a leading Turkish white goods manufacturer, in its €78.3 million acquisition of Whirlpool’s wholly owned subsidiary in Türkiye.
  • Advised Qatar Investment Authority, a sovereign wealth fund of the Gulf state, in its acquisition of 10% shares of Türkiye's stock exchange Borsa Istanbul A.Ş. from Türkiye Wealth Fund, the majority holder of Türkiye’s stock exchange.*
  • Advised Zynga, Inc., a global leader in interactive entertainment and mobile gaming, in its acquisition of Peak Oyun Yazılım ve Pazarlama A.Ş., a Turkish gaming company, for consideration of US$1.8 billion, of which US$900 million will be payable in cash, subject to adjustments, and the remaining US$900 million will be satisfied by the issuance of Zynga common stock. With this investment, Peak Games has become Türkiye’s first unicorn.*
  • Advised Zynga Inc., a global leader in interactive entertainment and mobile gaming, in the US$200 million acquisition of Rollic Games, a mobile games developer and publisher with a portfolio of popular hyper-casual games that have been downloaded more than 250 million times. With this acquisition, Zynga entered the hyper-casual market—one of the largest and fastest growing gaming categories on mobile.*
  • Advised Gram Games Teknoloji A.Ş., a subsidiary of American social game developer unicorn Zynga Inc., in its compliance project with the Turkish Personal Data Protection Law No. 6698.*
  • Advised Birlesik Holding Limited in its purchase of the entire shareholding of AG Anadolu Grubu Holding A.Ş. in Anadolu Restoran İşletmeleri Ltd. Şti., operating McDonald’s restaurants in Türkiye.*
  • Advised Eaton Capital Unlimited Company, a subsidiary of Eaton Corporation, in its acquisition of majority shareholding in Ulusoy Elektrik İmalat Taahhüt ve Ticaret A.Ş., a publicly listed company manufacturing medium voltage electrical equipment for MV electrical distribution networks and industrial plants.*
  • Advised Mayhoola for Investments LCC, a private investment firm and parent company of fashion house Valentino and Balmain, in its purchase of 43.9% of Boyner Perakende ve Tekstil Yatırımları A.Ş., a company listed on Borsa İstanbul, from Boyner Holding A.Ş, increasing its stake in the company to 98.004%. Along with this transaction, we also represented Mayhoola in the sale by Boyner Perakende ve Tekstil Yatırımları A.Ş. of all of Boyner Perakende ve Tekstil Yatırımları A.Ş.’s shares in three of its subsidiaries (Boyner Büyük Mağazacılık A.Ş., Altınyıldız Tekstil ve Konfeksiyon A.Ş., BOYP Corp.) to Boyner Holding A.Ş.*
  • Advised Hanwha Q-Cells Güneş Enerjisi A.Ş., the Turkish subsidiary of Hanwha Group, a large conglomerate in South Korea with diversified business including explosives, energy, retail and financial service, with respect to its both daily and transactional corporate and finance matters, primarily in its sale of numerous power subsidiaries holding unlicensed power plants across Türkiye in a number of transactions to several purchasers.*
  • Advised MOL Hungarian Oil and Gas Public Limited Company, an integrated international oil and gas company, in the notification of its acquisition of Chevron Khazar Limited, which focuses on petroleum operations in Azerbaijan to the Turkish Competition Authority.*
  • Advised DIC Corporation, a Japanese fine chemicals company, and its US subsidiary Sun Chemical Corporation, in connection with the notification of DIC’s proposed acquisition of BASF SE’s global pigments business, known as BASF Colors & Effects (BCE), to the Turkish Competition Authority.*
  • Advised one of the biggest e-commerce companies in connection with general advice about legal requirements for Turkish residents to sell goods on a Singapore-incorporated subsidiary of it.*

Banking and Finance

  • Represented Mars Growth Capital Fund 1, a jointly sponsored fund of MUFG Bank and Liquidity Capital, in its provision of a revolving credit facility of USD 40,000,000 to TruKKer Holding Limited, secured by the assets of TruKKer group entities, including TruKKer Teknoloji Limited Şirketi.
  • Represented UniCredit S.p.A as the co-arranger, UniCredit Bank AG as the lender and SACE S.p.A in the provision of an export credit facility of up to EUR 121,075,581.40 to Habaş Sınai ve Tıbbi Gazlar İstihsal Endüstrisi A.Ş. as the borrower.
  • Represented UniCredit S.p.A as the co-arranger, UniCredit Bank AG as the lender and SACE S.p.A in the provision of an export credit facility of up to EUR 19,157,514.00 to Has Çelik Sanayi ve Ticaret A.Ş. as the borrower.
  • Represented UniCredit Bank AG as the lender and the mandated lead arranger and Schweizerische Exportrisikoversicherung (SERV) in the provision of a credit facility of up EUR 12,000,000 to Has Çelik Sanayi ve Ticaret A.Ş. as the borrower.
  • Advised IFC in relation to the legal requirements under Turkish law for trade finance which are applicable to the expansion of IFC’s cross-border supply chain receivable purchasing program.
  • Represented DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main in relation to the transfer of its security trustee role to MUFG Bank, LTD., London Branch, in a number of aviation finance transactions and conducted the release of the relevant aircraft mortgages registrered before the Turkish Civil Aviation Authority.
  • Represented Nordex Enerji A.Ş. as the guarantor in connection with the issuance by Nordex SE as the issuer of EUR 333,000,000 aggregate principal amount of convertible green bonds due 2030 convertible into no par value ordinary bearer shares of Nordex SA, subscribed by HSBC Trinkaus & Burkhardt GmbH, UniCredit Bank AG, Crédit Agricole Corporate and Investment Bank, Commerzbank AG, Intesa Sanpaolo S.P.A., Banco Bilbao Vizcaya Argentaria, S.A. and Coöperatieve Rabobank U.A.
  • Advised QNB Finansbank A.Ş. for updating the bank’s template lending documentation, including but not limited to those in relation to general loan agreements, framework agreements for derivatives and project finance documentation, in an IBOR transition project.
  • Represented ING Bank, a Branch of ING-DiBa AG and SACE S.p.A. as the Finance Parties in connection with the amendment of a EUR 9,183,537.44 SACE covered facility agreement entered into with Türkiye Şişe ve Cam Fabrikaları A.Ş.
  • Represented Türkiye İş Bankası A.Ş. in connection with a guarantee undertaking provided in favor of İşbank AG for the purposes of compliance with the by-laws of the Deposit Protection Fund within the Association of German Banks.
  • Represented T.C. Ziraat Bankası A.Ş. in connection with a guarantee undertaking provided in favor of Ziraat Bank International AG for the purposes of compliance with the by-laws of the Deposit Protection Fund within the Association of German Banks.
  • Advised IFC in relation to the legal requirements in and consequences of the LIBOR transition process under Turkish law, with a particular focus on the effect of the LIBOR transition on Turkish law-governed security documentation.
  • Represented UniCredit Bank AG, among other lenders, in relation to the restructuring of a EUR 350,000,000 sustainability-linked facility agreement entered into with, among others, Türk Demir Döküm Fabrikaları A.Ş. Vaillant GmbH and Vaillant Management Limited as borrowers.
  • Represented Export Development Canada as the lender in the provision of a USD 100,000,000 facility to Tekfen İnşaat ve Tesisat A.Ş. as the borrower.
  • Represented Joint Stock Company “Alfa-Bank” as the lender in relation to a total of 5,450,000,000 Rubles credit facilities provided to the group companies of Hayat Kimya A.Ş., which acted as the guarantor for the borrowers’ obligations.
  • Represented EBRD, IFC, DEG – Deutsche Investitions- Und Entwicklungsgesellschaft mbH, Eurasian Development Bank and The Law Debenture Trust Corporation p.l.c. in the provision of a total of USD 450,000,000 financing to a consortium of investors led by TAV Airports, a global airport operator, for the development of key infrastructure at Almaty Airport, one of the busiest Central Asian Airports, to fund the biggest-ever private investment into airport infrastructure in the region.
  • Represented Joint Stock Company “Alfa-Bank” as the lender in the provision of a USD 300,000,000.00 credit facility to Akkuyu Nükleer A.Ş. as the borrower for the purposes of financing/refinancing the borrower’s costs in relation to the construction of the Akkuyu Nuclear Power Plant.
  • Represented Yapı ve Kredi Bankası Anonim Şirketi as the lender in the several restructurings of the EUR 115,000,000 financing provided to EPM Gayrimenkul Ticaret Limited Şirketi, operator of Terracity Shopping Center in Antalya, sponsored by TC Holdings S.a.r.l.
  • Represented Export Development Canada as the lender in the provision of a USD 200,000,000 facility to MAPA İnşaat ve Ticaret A.Ş. as the borrower.
  • Advised İş Bankası, Yapı Kredi Bankası, Akbank, Garanti Bankası and TSKB, on a US$630 million debt restructuring of current bank loans and to restructure the existing financial indebtedness of Boyabat Dam & Hydroelectric Power Plant (HEPP) owned by Boyabat Elektrik Üretim ve Ticaret A.Ş. under the sponsorship of Unit, Doğuş and Doğan Groups.*
  • Advised Ziraat Bankası, DenizBank, Aktifbank and Halkbank in multiple restructurings of football clubs, including Beşiktaş, Galatasaray and Trabzonspor, playing in the Turkish premier league, under an initiative overseen by the Turkish Football Federation and advising on sports legislation, with a particular focus on legislation amendment proposals, which have been actually implemented into the legislation in July 2019.*
  • Advised Akbank, İş Bankası, Yapı Kredi Bankası and 10 other local and foreign commercial lenders in the restructuring of €2.3 billion existing financial debt of Doğuş Holding A.Ş. and its group companies, globally active in the hospitality and food & beverage sectors, and the extension of additional cash and non-cash facilities.*

* Denotes work undertaken prior to joining our firm.