Katılımevim Tasarruf Finansman A.Ş. has completed the transfer of its entire 70% stake in Bainbridge Gayrimenkul Ticaret A.Ş. to two buyers: 35% to T6 Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. and 35% to Laran Gayrimenkul A.Ş. The transaction closed on July 20, 2026, and Bainbridge has ceased to be a subsidiary of Katılımevim.

The transaction value has not been disclosed. As a publicly traded company subject to Capital Markets Board of Turkey (CMB) and Borsa Istanbul disclosure obligations, Katılımevim is required to file a material event disclosure (özel durum açıklaması) with the Public Disclosure Platform (KAP) upon completion of the transfer.

The transaction is more accurately characterized as a portfolio restructuring than a straightforward equity sale. The key distinction lies in the consolidation consequence: by transferring its entire 70% controlling stake, Katılımevim has triggered the deconsolidation of Bainbridge from its financial statements.

This means that Bainbridge's assets, liabilities, revenues, and expenses — which were previously consolidated line-by-line into Katılımevim's financial statements — will no longer appear in Katılımevim's consolidated accounts from the closing date forward. The financial impact on Katılımevim's balance sheet, debt ratios, equity, and income statement will depend on the sale price and the carrying value of the Bainbridge stake at the time of transfer.

Equal split between two buyers. The 35%/35% division of the stake between T6 Gayrimenkul and Laran Gayrimenkul is notable. If neither buyer acquires a controlling interest (i.e., neither holds more than 50%), the question of who controls Bainbridge post-closing — and whether either buyer consolidates Bainbridge — depends on the governance arrangements in the new shareholders' agreement and Bainbridge's articles of association. The remaining 30% stake (held by parties other than Katılımevim) will also be relevant to the post-closing control analysis.

For a transaction of this nature, the share purchase agreement (SPA) would typically address the following:

Price adjustment mechanism. Given that the transaction value has not been disclosed, the SPA likely includes a locked-box or completion accounts mechanism to determine the final purchase price. A locked-box structure fixes the price at a reference date balance sheet, while a completion accounts structure adjusts the price based on the actual net assets or net debt of Bainbridge at closing.

Representations and warranties. The sellers (Katılımevim) would provide representations regarding Bainbridge's title to its real estate assets, the absence of undisclosed encumbrances (mortgages, liens, easements), the accuracy of financial statements, and the absence of material litigation or regulatory proceedings.

Existing debt and encumbrances. Real estate holding companies in Turkey frequently carry project financing secured by mortgages over the underlying properties. The SPA should clearly allocate responsibility for Bainbridge's existing debt — whether it remains with Bainbridge (and is therefore assumed by the buyers indirectly) or is repaid at closing.

Third-party guarantees. If Katılımevim provided guarantees or sureties for Bainbridge's obligations (to lenders, contractors, or counterparties), the SPA should address the release or replacement of those guarantees at or after closing.

Tax liability allocation. The transfer of shares in a Turkish real estate company may trigger stamp duty, corporate income tax on the gain, and VAT considerations depending on the structure. The SPA should clearly allocate pre-closing and post-closing tax liabilities.

As a company whose shares are traded on Borsa Istanbul, Katılımevim is subject to the CMB's material event disclosure rules under Communiqué II-15.1. The completion of a transaction that results in the deconsolidation of a subsidiary is a material event requiring prompt disclosure. The disclosure should include:

• The identity of the parties and the subject of the transaction
• The transaction date and closing conditions
• The transaction value (or a statement that it is not disclosed and the reason)
• The effect on Katılımevim's financial statements
• Any related-party relationships between Katılımevim, T6 Gayrimenkul, and Laran Gayrimenkul

Related-party analysis. If T6 Gayrimenkul or Laran Gayrimenkul are related parties of Katılımevim (through common ownership, management, or control), the transaction would be subject to the CMB's related-party transaction rules, including independent board committee approval and, potentially, an independent valuation opinion.

For a publicly traded seller, the board's decision to sell a controlling stake in a subsidiary at a particular price requires a documented rationale. The board should be able to demonstrate that:

• The transaction price reflects fair market value (supported by an independent valuation or a competitive sale process)
• The decision was made in the best interests of Katılımevim's shareholders
• Any conflicts of interest among board members were identified and managed

If the transaction price is ultimately disclosed and is significantly below the carrying value of the Bainbridge stake on Katılımevim's balance sheet, the resulting impairment loss will be a focus of shareholder and analyst scrutiny.

The Katılımevim/Bainbridge transaction illustrates several features of Turkish real estate portfolio transactions that are relevant to foreign investors and Turkish companies with cross-border real estate interests:

Deconsolidation as a strategic tool. Turkish holding companies and financial institutions frequently use subsidiary disposals to manage their consolidation perimeter — reducing leverage ratios, improving capital adequacy metrics, or simplifying corporate structures ahead of refinancing or regulatory review.

Dual-buyer structures. The equal split between two buyers (rather than a single acquirer) may reflect regulatory constraints, financing limitations, or a deliberate governance design to prevent either buyer from acquiring unilateral control. Foreign investors should be aware that such structures can create governance complexity and potential deadlock risks if the buyers' interests diverge.

Savings finance companies (tasarruf finansman şirketleri). Katılımevim operates as a savings finance company under Turkish law — a regulated entity that collects savings from participants and provides financing for real estate purchases. The CMB's oversight of these entities adds a regulatory dimension to any transaction involving their subsidiaries.

ULF New York advises Turkish companies and investors on U.S. and cross-border real estate transactions, M&A structuring, and Turkish-American corporate law matters.