White & Case advises J.P. Morgan Securities on ICA's issuance of US$405 million notes

Global law firm White & Case LLP has advised J.P. Morgan Securities plc, as initial purchaser, on the US$405 million 7.536% Secured Amortising Notes issued by ICA Ictas Altyapi Yavuz Sultan Selim Koprusu ve Kuzey Cevre Otoyolu Yatirim ve Isletme A.S. (ICA).

"This unique transaction was the first time the Turkish statutory mechanism to allow the country's Ministry of Treasury and Finance to either elect to repay a debt, or assume it on default, was structured to attach to a capital market instrument," said White & Case partner Stuart Matty, who co-led the Firm's deal team. "It involved an innovative mechanism to exchange the notes for instruments issued by Türkiye to ensure the tradability of the instruments post-default."

The proceeds of the issuance will be used to finance the construction and operation of the Sariyer-Kilyos Motorway Tunnel project in Istanbul, Türkiye. The notes are subject to, and have the benefit of, a debt assumption agreement from Türkiye's Ministry of Treasury and Finance.

"Leveraging bond financing in a brown-field motorway public-private partnership deal with a debt assumption ensures a highly efficient pathway to mobilization of capital for infrastructure development," said White & Case association partner Güniz Gökçe, who co-led the deal team.

The transaction represents the first bond financing of a motorway public-private partnership deal in Türkiye. Scheduled to open during the second half of 2026, the Sariyer-Kilyos Motorway Tunnel will be around 7km in length and link Istanbul's northern suburbs with its city centre. In addition to the tunnel, a further 1.3km of connecting infrastructure will be built to connect the tunnel to the existing road network.

ICA is part of the IC İbrahim Çeçen Yatırım Holding A.Ş. group, a Turkish conglomerate which specialises in the construction, energy, infrastructure, industry and tourism sectors.

The White & Case team which advised on the transaction was led by partners Stuart Matty (London) and Sebastian Buss (Istanbul) and association partner Güniz Gökçe (Istanbul) and included associates Hashim Eltumi and Anu Alamutu (both London).

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