Linklaters advises on first ever international convertible bond issued by a Turkish listed company
Linklaters has acted as English law legal advisers to BNP Paribas as Sole Global Coordinator and Joint Bookrunner and HSBC as Joint Bookrunner in connection with the first ever international convertible bond issued by a company listed on Borsa Istanbul. Linklaters also acted for HSBC and Conv-Ex Advisors Limited in their respective capacities as Trustee and Calculation Agent, and advised BNP Paribas in connection with the stock borrow facility established for the transaction.
The bonds were issued by Turkish company SASA, a leading producer of polyester staple fibres, filament yarns, polyester-based and specialty polymers and intermediates, and guaranteed by one of its wholly-owned subsidiaries. The transaction launched to market on 22 June, pricing a EUR 200 million 3.25% guaranteed convertible bond due 2026 with a conversion premium of 27.5%. The bonds include a number of bespoke features, including leverage and guarantee covenants, a make-whole provision and an annual conversion price reset test. BNP Paribas and SASA’s controlling shareholder also established a stock borrow facility to support investor hedging activity for the life of the bonds.
As a “first-in-country” transaction, extensive consideration of the legal, regulatory and tax aspects of the convertible bond issue were required. The Capital Markets Board of Turkey also granted a range of exemptions to facilitate the transaction.
Richard O’Callaghan, Capital Markets Partner at Linklaters, said:
“Market participants have attempted to bring a Turkish convertible bond to the international markets for many years. The offering has only been possible due to the significant efforts from all advisers and support from the regulator. We are delighted to have been able to achieve such an exciting milestone for the Turkish capital markets generally, and for SASA in particular.”
The Linklaters team included Richard O’Callaghan (Partner), Ben Dulieu (Partner), Vinay Samani (Partner), Cate Dean (Managing Associate), Vasundhara Vasumitra (Managing Associate), Ben Battcock (Managing Associate), Joshua Rioda (Associate) and Claudia Tse (Associate).
Linklaters’ market-leading Capital Markets practice covers international and domestic offerings, corporate governance and compliance across the full range of equity and equity–related transactions, including IPOs, secondary offerings, block trades, rights issues and convertible and exchangeable bonds.