Bridging Risk and Regulation: What Makes a Project Bankable in Türkiye Today?

I. Introduction

As Türkiye recalibrates its macroeconomic fundamentals—characterized by sustained monetary tightening, regulatory overhaul, and geopolitical balancing—project finance stakeholders are facing a transformed terrain. While appetite remains high for investments in energy, digital infrastructure, logistics, and industrial decarbonization, the criteria for what constitutes a bankable project in Türkiye have materially evolved.

In the past, project finance deals in Türkiye leaned heavily on sponsor strength, state support mechanisms, and broadly defined completion undertakings. Today, lenders—particularly syndicates involving Turkish banks, DFIs, or export credit agencies—demand contractual precision, legal enforceability, and a watertight alignment with Türkiye’s regulatory frameworks from day one.

This transformation is not only a response to economic policy normalization under the Central Bank’s tight rate regime (with benchmark interest rates at 45% as of Q3 2025), but also to heightened supervisory scrutiny by Türkiye’s Banking Regulation and Supervision Agency (BDDK), as well as evolving global ESG and prudential expectations. International capital flows—especially those tied to climate finance, digital economy development, and regional logistics—are being allocated more cautiously, with an acute focus on regulatory risk and legal certainty.

Meanwhile, local lenders are also adapting. Rising cost of funding, FX volatility, and BDDK’s provisioning mandates mean that Turkish banks now require projects to meet higher thresholds of legal clarity, regulatory compliance, and bankability before releasing even the first tranche.

From a legal standpoint, this shifting environment brings project documentation, risk allocation mechanisms, and regulatory interfaces into sharp focus. It is no longer sufficient to have a well-structured model or a reputable sponsor; the enforceability of key contracts under Turkish law, the robustness of step-in rights, the clarity of licensing regimes, and the precision of covenant frameworks now define whether a project is truly bankable.

In the sections that follow, this article explores the evolving legal components that make a project financeable in Türkiye today—across sectors and structures. It addresses how sponsors, lenders, and counsel can proactively bridge the gap between commercial ambition and regulatory discipline by aligning risk, law, and policy in a way that meets modern market expectations.

II. Core Legal Pillars of Project Bankability in Türkiye

In Türkiye’s current project finance climate, legal documentation is no longer a procedural formality—it is a substantive test of risk allocation, regulatory credibility, and lender comfort. The following pillars form the legal foundation of a bankable project in today’s landscape:

1. Licensing and Concession Certainty

For sectors like energy, transport, mining, and healthcare infrastructure, the legal clarity of licenses and concession rights is paramount. Projects must demonstrate:

• That the relevant permits (production licenses, EIA approvals, zoning and construction permits) are either in place or can be obtained within predictable timelines;
• That concession agreements—where applicable—are structured under clear enabling legislation (e.g., Law No. 3996 for PPPs, or Law No. 5346 for renewables), and are backed by sovereign-level enforceability assurances, such as international arbitration clauses or sovereign consent letters;
• That the permitting regime is stable, with no known pending litigation or regulatory reversal risks.

In recent deals, lenders increasingly require legal opinions affirming that project licenses are valid, in full force, and not subject to discretionary revocation under Turkish administrative law.

2. Security Package Validity and Enforceability

A valid and enforceable security package under Turkish law is non-negotiable. Key considerations include:

• Mortgage (ipotek) registrations over land, buildings, and fixed assets;
• Receivables pledges (alacak rehni) over long-term offtake contracts, such as PPAs, tolling agreements, or availability payments;
• Account pledges (hesap rehni) under the Turkish Commercial Code and Banking Law;
• In cross-border structures, FX account control and enforceability under private international law (e.g., recognition of English-law governed security in Türkiye);
• Direct agreements with offtakers, EPC contractors, or O&M providers that clearly outline step-in rights, consent requirements, and event-of-default mechanisms.

BDDK’s regulatory emphasis on risk-weighting of secured vs. unsecured assets means Turkish lenders will not disburse without full perfection and registration of collateral.

3. Corporate Authority and Capacity

Lenders now conduct rigorous scrutiny of the corporate structure, ensuring:

• That the project SPV is properly incorporated under Turkish Commercial Code (Law No. 6102);
• That board resolutions, shareholder undertakings, and equity funding agreements are legally binding and free from capacity challenges;
• That there are no cross-default risks with other obligations of the sponsors or affiliated group entities.

Where upstream shareholder support is required (e.g., for equity injections or guarantees), documentation must be accompanied by legal opinions confirming corporate power and valid execution.

4. Financial Assistance, Usury, and FX Compliance

Project finance counsel must navigate multiple constraints under Turkish law:

• Financial assistance restrictions under Article 380 of the Turkish Commercial Code, especially in leveraged buyouts;
• Interest rate ceilings under Turkish usury law, which prohibit excessive default interest (especially on consumer-related infrastructure);
• FX regulation compliance, particularly with Presidential Decree No. 32 and related Central Bank circulars that restrict certain payments and contracts from being denominated in foreign currency unless exemptions apply.

Failing to structure within these constraints can render key financial covenants unenforceable, exposing sponsors and lenders to clawback and nullity risks.

5. Environmental, Social, and Governance (ESG) Compliance

With the rise of ESG-linked financings and scrutiny by international DFIs, legal compliance with environmental and social requirements has become central to bankability. Project legal frameworks must include:

• Full environmental impact assessment (ÇED) approval processes under Turkish Environmental Law;
• Social impact and stakeholder engagement documentation in line with international norms (e.g., IFC Performance Standards);
• Anti-corruption and transparency clauses in key contracts, especially where public institutions are counterparties;
• Monitoring frameworks and periodic reporting covenants to ensure ongoing ESG compliance.

These components are not merely legal “extras” but conditions precedent for drawdown in many international transactions.

III. Sector-Specific Trends and Challenges

In Türkiye’s evolving project finance ecosystem, legal risks and bankability standards vary significantly across sectors. Each vertical presents its own regulatory dynamics, documentation nuances, and investor sensitivities. Below are current trends from a legal perspective:

1. Renewables (Solar, Wind, and Geothermal)

Türkiye’s renewable energy projects remain at the forefront of project finance, particularly with support from multilateral lenders and green funds. However, several key legal issues are shaping the risk landscape:

• Grid connection rights and TEİAŞ approvals must be verified early. Delays or revocations due to transmission constraints can materially impact project timelines.
• YEKDEM mechanism transition: With the expiry of the legacy feed-in-tariff regime (pre-2021), new projects rely on YEK-G certificates or merchant pricing. Financing parties require robust Power Purchase Agreements (PPAs) or hedging arrangements to ensure cash flow predictability.
• Land use constraints: In solar and wind, title to the project site must be fully secured via easement rights or long-term usufructs. Forestry permits and zoning compliance (imar planı) are frequent legal bottlenecks.
• Environmental permitting is under tighter scrutiny, with local challenges increasing in regions marked for biodiversity protection.

Lawyers must now combine technical zoning due diligence with proactive stakeholder engagement frameworks and direct agreements with TEİAŞ, TEDAŞ, and EPDK.

2. Transportation (Airports, Rail, Ports, Toll Roads)

Large transport projects, often under PPP or build-operate-transfer (BOT) models, face unique bankability hurdles:

• Concession arrangements are governed under Law No. 3996 and relevant High Planning Council (YPK) decisions. The enforceability of termination payment formulas and the assignment of concession rights to lenders is critical.
• State guarantees: While Treasury-backed guarantees have historically underpinned bankability, current policy trends show a tightening of sovereign risk support. Legal teams must scrutinize whether guarantees cover currency mismatch, force majeure events, and change-in-law risks.
• Direct agreement enforceability: Step-in rights with DG Infrastructure or Ministry of Transport must be explicitly recognized in both Turkish and English versions of contracts.
• Regulatory changes in aviation and port tariffs (including revisions from the Civil Aviation General Directorate) may affect revenue models. These must be contractually mitigated through tariff stabilization clauses or compensation mechanisms.

Counsel must ensure contracts are not only in line with Turkish administrative law but also aligned with lender standards under international bankability models.

3. Industrial Infrastructure and Green Manufacturing

With Türkiye incentivizing battery production, hydrogen projects, and critical mineral processing, legal complexity in this segment is rising:

• Investment incentive schemes (e.g., Law No. 4749 support, regional subsidies, tax exemptions) are often subject to administrative discretion. Legal teams must validate eligibility and ensure commitments are properly documented in incentive certificates.
• Land acquisition from industrial zones or technology parks must comply with OIZ laws (OSB Kanunu) and IP rights regarding know-how and proprietary manufacturing inputs must be protected through robust licensing and non-compete arrangements.
• Carbon regulation compliance: Upcoming emissions trading systems and CBAM-equivalent legislation may expose manufacturing projects to unexpected liabilities. Legal due diligence must assess compatibility with EU Green Deal-aligned standards.

4. Digital Infrastructure and Fintech

The recent Trendyol–Baykar–ADQ fintech MoU (July 2025) exemplifies rising interest in regulated financial infrastructure. Bankability in this sector hinges on:

• Licensing clarity from the Banking Regulation and Supervision Agency (BDDK) and the Central Bank, including e-money, lending, and deposit-taking permits;
• Cybersecurity compliance under the Personal Data Protection Law (KVKK) and BTK’s layered obligations;
• Foreign investment screening if critical digital infrastructure is involved, especially under the Presidential Decree No. 540 on National Data Security.

Lenders seek assurance that the entire legal ecosystem—from data hosting to cross-border payment settlement—complies with evolving Turkish and international standards.

IV. Cross-Border Legal Considerations in Structuring Bankable Projects

As Türkiye remains an active destination for cross-border project finance—particularly in energy, infrastructure, and digital sectors—projects involving foreign sponsors, DFIs, ECAs, or international commercial lenders must carefully navigate the intersection of Turkish law with global financing standards. Below are the most pressing legal considerations in structuring cross-border bankable transactions:

1. Governing Law and Dispute Resolution

For non-sovereign deals, financing agreements are often governed by English law or New York law, while security documents and key project contracts (e.g., land use, permits, licenses) are governed by Turkish law. This dual structure requires attention to:

• Enforceability of foreign law-governed contracts under Turkish Code of International Private Law (Law No. 5718), particularly regarding security interests and obligations of Turkish entities.
• Arbitration clauses (e.g., ICC, ICSID, or ISTAC) are standard; however, Turkish courts retain exclusive jurisdiction over certain administrative matters, especially those involving concession rights, zoning, or land expropriation.
• Choice-of-law clauses must not conflict with mandatory provisions of Turkish public law (especially for BOT, PPP, or utility projects subject to sectoral regulators).

Mitigation: Detailed intercreditor agreements and direct agreements must bridge the enforceability gap between domestic obligations and international financing instruments.

2. Foreign Currency and Hedging Frameworks

Due to the continued volatility of the Turkish lira and strict FX legislation, especially under Presidential Decree No. 32 and BDDK regulations:

• Loan disbursements and repayments must comply with foreign exchange eligibility rules. Projects generating lira-based revenues require a foreign currency borrowing exemption.
• Hedging strategies (FX swaps, forwards) are often contractually required, and in some DFI-backed deals, mandatory.
• Turkish courts have recognized the binding nature of derivative hedging contracts, but enforceability may hinge on capacity of the counterparty, registration obligations, and underlying authorization.

Legal counsel must ensure that hedging contracts, especially ISDA-governed instruments, are properly localized and enforceable under Turkish law through legal opinions and proper regulatory filings.

3. Security Package Localization and Perfection

In cross-border projects, security documents must be localized under Turkish legal mechanisms to ensure enforceability:

• Receivables pledges (alacak temlikleri) require registration with the Notary and relevant authorities for enforceability and priority.
• Bank account pledges must be created under the Turkish Commercial Code, and banks must acknowledge and record such pledges in their internal systems.
• Share pledges, particularly in limited liability companies (Ltd. Şti.), must follow procedures under the Turkish Commercial Code and be annotated in the share ledger.
• Movable pledge registry (TARES) is used for pledging assets such as equipment, vehicles, or stock-in-trade.

In practice, dual-track documentation is often adopted—international-standard pledge agreements (under English law) paired with enforceable Turkish pledge documentation.

4. Capital Controls and Fund Repatriation

Although Türkiye maintains current account convertibility, capital movement regulations may affect dividend distributions, debt repayments, and sponsor exit strategies:

• Lenders typically require blocked accounts and cash waterfall control mechanisms to ensure that repayments occur before funds can be distributed.
• Dividend distributions are restricted under financing agreements unless reserve accounts and financial covenants (e.g., DSCR) are met.
• Under Turkish banking and tax law, cross-border interest payments and repayments may require specific forms and tax withholdings unless covered by double taxation treaties.

Legal assistance is key in preparing tax-compliant remittance structures, especially where multiple jurisdictions and hybrid financing instruments are involved.

5. Foreign Direct Investment (FDI) Screening and Strategic Sector Restrictions

Although Türkiye does not have a centralized FDI screening regime, strategic sectors such as energy, data infrastructure, and telecommunications may trigger:

• Approval requirements from sectoral regulators (e.g., EPDK, BTK, Ministry of Industry).
• Restrictions under national security or critical infrastructure rules, particularly if foreign entities seek control or majority stakes.

New developments (as of 2025) include enhanced scrutiny over foreign participation in digital payment systems and cloud infrastructure, in light of Presidential Decree No. 540.

Counsel must anticipate these restrictions when advising on share transfers, corporate governance rights, and change-of-control clauses in financing documents.

V. Legal Due Diligence and Structuring Tips to Enhance Bankability

In today’s cautious lending environment, legal due diligence (LDD) has evolved from a box-checking exercise into a critical tool for stress-testing bankability. For projects in Türkiye, lenders and sponsors alike rely on LDD to evaluate regulatory soundness, mitigate enforceability risks, and confirm that revenue streams are structurally protected. Below are key insights into legal risk areas and structuring strategies to ensure a project passes lender scrutiny:

1. Regulatory and Licensing Due Diligence

Bankable projects in Türkiye must exhibit full regulatory alignment from inception. Legal counsel should:

• Verify sector-specific licenses and permits, ensuring no lapses or inconsistencies with land use rights, zoning plans, or energy production licenses (e.g., EPDK for energy, Ulaştırma ve Altyapı Bakanlığı for transport).
• Confirm exclusivity rights, duration, and transferability clauses under PPP or concession frameworks.
• Identify timing gaps or contingent approvals that could delay financial close or trigger force majeure under EPC and O&M contracts.

Recommendation: Prepare a Regulatory Compliance Matrix to map licenses, renewals, and regulatory dependencies tied to project milestones.

2. Land Rights and Encumbrances

Land availability and tenure are often weak points in infrastructure deals:

• Confirm the title status (freehold vs. leasehold), usage rights (e.g., “tarla” to “enerji alanı” conversion), and third-party claims.
• Verify expropriation authority and status in public-interest projects; expropriated lands not properly vested in the Treasury may be challenged.
• Scrutinize right-of-way agreements for linear infrastructure (pipelines, transmission), ensuring proper notarial form and registration.

Recommendation: All land and usage rights must be registrable under the Turkish Land Registry Law and align with Article 683 and 705 of the Turkish Civil Code.

3. Contractual Bankability – Key Project Agreements

Core project documents must support predictability of cash flows and provide adequate recourse:

• Power Purchase Agreements (PPAs), Availability Payment Contracts, Lease or Tolling Agreements should be:
  • Long-term (preferably 10+ years)
  • Assignable to lenders
  • Free from early termination without fault-based compensation
• EPC Contracts should be turnkey (Anahtar Teslim) with:
  • Liquidated damages for delay and performance shortfalls
  • Creditworthy counterparty
  • Compatible with financing timetable and disbursement milestones
• O&M Agreements must provide performance incentives and step-in rights, while limiting pass-through risk.

Recommendation: Ensure Direct Agreements are executed between the lenders and all material counterparties—granting step-in, cure, and assignment rights.

4. Sponsor Due Diligence and Equity Undertakings

Sponsors’ ability and commitment to fund equity contributions is closely scrutinized:

• Review sponsor corporate structure, beneficial ownership, and any sanctions exposure, especially if offshore vehicles or politically exposed persons (PEPs) are involved.
• Ensure shareholder agreements include unconditional equity injection obligations, milestone-based funding mechanics, and default provisions enforceable under Turkish Code of Obligations.
• Validate the standing and enforceability of standby letters of credit or bank guarantees securing equity contributions.

Recommendation: Include representations and warranties on financial standing, litigation, and compliance history of sponsors in the loan documentation.

5. Tax, FX, and Financial Flow Mapping

Lenders require clarity on how funds will move through the project structure:

• Conduct a withholding tax analysis on interest, dividends, and services under double tax treaties.
• Map cash flow routes to ensure that all payments flow through pledged accounts, comply with Decree No. 32, and are supported by FX-eligible documentation.
• Review all intra-group agreements (e.g., management fees, shareholder loans) for compliance with transfer pricing regulations and DSCR sensitivity.

Recommendation: Prepare a Cash Flow Legal Map indicating control points, legal ownership, and compliance triggers across jurisdictions.

6. Environmental and Social Compliance

For DFIs and sustainability-linked financings, additional legal verifications apply:

• Confirm full ÇED (EIA) clearance under Turkish Environmental Law No. 2872 and relevant bylaws.
• Evaluate whether the project complies with Equator Principles, IFC Performance Standards, or EU Taxonomy where applicable.
• Scrutinize stakeholder engagement, grievance mechanisms, and social license to operate, especially in sensitive regions.

Recommendation: Align E&S covenants in the facility agreement with sponsor-side commitments and Turkish law reporting requirements.

VI. Sector-Specific Risk Profiles and Policy Dynamics

The bankability of infrastructure projects in Türkiye today is deeply influenced by the legal, regulatory, and policy frameworks unique to each sector. While general market risks—such as currency volatility, inflationary pressure, and interest rate swings—cut across all industries, certain sector-specific risks and policy conditions carry heightened legal significance. Below is a detailed legal perspective on four key sectors:

1. Renewable Energy (Solar, Wind, Geothermal)Legal Considerations:

• Licensing: Governed by the Electricity Market Law (No. 6446) and the Renewable Energy Law (No. 5346). Project developers must secure generation licenses or pre-license certificates through EPDK, often tied to grid connection rights and auction awards.
• YEKDEM Scheme: While legacy projects enjoyed fixed feed-in tariffs under the Renewable Energy Support Mechanism (YEKDEM), new projects are subject to revised support schemes denominated in TRY and indexed to inflation. Legal certainty of cash flows depends on:
  • Clearly drafted PPA or Renewable Energy Certificate (REC) agreements
  • Guarantees under the new YEK-G system (Green Certificate market)
• Land Use & Environmental Risks: Many wind and solar projects involve forest or pastureland. These require legal transformation under Law No. 6831 (Forestry Law) and temporary land allocation licenses, which must be regularly renewed.

Emerging Risk:
Grid saturation and curtailment risk are on the rise. Counsel must ensure that EPC and finance documents include performance-related carve-outs and dispute resolution routes for TSO (TEİAŞ) intervention scenarios.

2. Transport Infrastructure (Roads, Rail, Ports, Airports)

Legal Considerations:

• PPP Framework: Most transport projects are developed under Law No. 3996 (Build-Operate-Transfer) or Law No. 6428 (Public-Private Partnership for Healthcare and Education Facilities). These are accompanied by Implementation Agreements signed with the Ministry of Transport or General Directorate of Highways (KGM).
• Revenue Guarantees: Availability payments or traffic guarantees are critical. Their enforceability and indexation mechanisms (typically FX-linked) must be verified under Turkish Public Finance legislation.
• Termination Regime: Compensation formula on termination (for default or force majeure) is a major legal determinant for bankability. Facility agreements often include direct recourse against Treasury-supported payment obligations.

Emerging Risk:
Some PPP arrangements are now subject to greater parliamentary oversight and audit by the Sayıştay (Court of Accounts), especially where Treasury debt assumptions are involved. Lenders increasingly require covenant protections against political revisions.

3. Industrial Infrastructure (Water, Waste, Logistics Zones)

Legal Considerations:

• Municipal Concessions: Local authorities operate under Municipal Law No. 5393 and Metropolitan Municipality Law No. 5216. Concession-based projects in waste treatment and logistics hubs must pass legal validity and procurement thresholds under Law No. 4734 (Public Procurement Law).
• Contractual Risk: Many municipal deals are awarded through direct negotiations, which may be challenged ex post on procedural grounds. Lenders often request legal opinions on compliance with Law No. 2886 (State Tender Law) and accompanying procurement circulars.
• Environmental Licenses: Projects in solid waste, water treatment or emissions-heavy industries require integrated environmental permits under By-Law on Environmental Permits and Licenses (RG: 10/9/2014 – 29115).

Emerging Risk:
Municipal budgetary constraints and payment delays have made payment mechanisms and escrow structures essential. Legal counsel must ensure receivables are insulated from municipal restructuring or set-off claims.

4. Digital Infrastructure & Fintech Platforms

Legal Considerations:

• Licensing Landscape: New entrants in digital payments, e-money, or digital lending must comply with Law No. 6493 (Payment and Securities Settlement Systems) and obtain licenses from the CBRT.
• Foreign Shareholding Rules: For fintech platforms, especially those with strategic or defense implications, the Law on Screening of Foreign Direct Investment (2020) may require prior approval.
• Data Protection: Processing of user data must align with Law No. 6698 (KVKK). Contracts with cloud service providers and cross-border data sharing require legal vetting for compliance and potential BDDK (Banking Regulation and Supervision Agency) constraints.

Emerging Risk:
Where digital platforms intersect with banking or insurance services (as in the Trendyol-Baykar-ADQ case), multi-agency oversight applies. Regulatory arbitrage across banking, insurance, and technology law is a growing challenge, calling for legally consolidated structures and early engagement with BDDK and CBRT.

VII. Counsel’s Role in Aligning Stakeholder Interests and Closing Bankable Transactions

In Türkiye’s evolving project finance market, legal counsel is no longer a back-end risk mitigator—but rather a strategic driver of deal structure, stakeholder alignment, and regulatory navigation. As project complexity intensifies, particularly in cross-border or multi-lender structures, the role of project finance lawyers expands across the transaction lifecycle.

1. Front-Loaded Legal Structuring

Before project sponsors even approach lenders, counsel must engage in aligning:

• Shareholding and corporate governance frameworks with anticipated security and equity funding obligations.
• Concession rights, PPAs, or usufruct rights with underlying public law constraints (such as approvals under the State Tender Law, Law No. 2886).
• Tax-efficient ownership and investment vehicles, especially for foreign sponsors constrained by Turkish dividend withholding tax or FDI pre-approvals.

Early-stage legal involvement ensures that:

• The SPV is correctly constituted for enforcement, foreign currency borrowing, and asset ownership.
• Project documents are bankability-tested for step-in rights, dispute resolution, and cash flow stability.

2. Risk Allocation Across Contract Suite

Counsel is responsible for:

• Identifying construction risk buffers in EPC contracts (liquidated damages, cost caps).
• Embedding force majeure and change-in-law clauses aligned across EPC, O&M, and finance documents.
• Structuring termination and compensation mechanics that comply with Turkish law yet meet international financing standards.

In PPPs, this means ensuring compatibility between:

• Implementation Agreement termination formulas, and
• Lenders’ debt acceleration and compensation claims.

3. Security Package Drafting and Perfection

Türkiye’s project finance deals rely heavily on multi-layered security packages under the Turkish Civil Code and Commercial Code. Counsel must:

• Draft and register movable and immovable pledges, receivables assignments, and share pledge agreements.
• Navigate Banking Regulation and Supervision Agency (BDDK) constraints on security over regulated assets.
• Prepare account pledge agreements, particularly for DSRA, revenue, and operating accounts, using both Turkish and international bank platforms.

Perfection requirements under the Central Registry Agency (MKK) and Trade Registry must be fully completed prior to first drawdown to ensure enforceability.

4. Intercreditor and Lender Alignment

In multi-tranche or syndicated structures, legal counsel leads:

• Intercreditor agreement negotiation among local commercial banks, DFIs, and ECAs.
• Defining priority, standstill, and enforcement rights.
• Addressing jurisdictional frictions in case of cross-border lenders, particularly where Turkish courts may not recognize certain foreign law remedies.

This includes ensuring compliance with:

• The Turkish Private International Law and Procedural Law (No. 5718) for foreign court/arbitral award enforceability.
• Capital movements regulations for repatriation and security enforcement.

5. Managing Regulatory and Public Law Interfaces

With regulators (EPDK, BDDK, CBRT, Ministry of Treasury), legal counsel must:

• Provide compliance opinions on equity ownership, sectoral licenses, and foreign currency borrowing.
• Coordinate notification and approval timelines for foreign lenders or new investor entry.
• Prepare legal due diligence for lenders, covering land rights, environmental compliance, and litigation exposure.

In politically sensitive sectors (energy, telecom, transport), early legal clarity is vital to de-risk reputational or administrative suspension issues.

VIII. Conclusion: A Roadmap for Sponsors and Advisors in a Risk-Repriced Market

Türkiye’s project finance market is not closing its doors to ambition—but it is clearly recalibrating its tolerance for risk. In this environment, achieving bankability means more than just putting together a solid financial model. It requires a comprehensive legal strategy that accounts for evolving equity requirements, disciplined cash flow control, and increasingly rigorous oversight by both domestic and international lenders.

Sponsors must now internalize a few key realities:

• Leverage ratios are no longer a negotiation lever—they’re a function of regulatory capital discipline and risk appetite.
• Equity must be real, front-loaded, and often backed by irrevocable commitments or credit-enhanced instruments.
• DSCR maintenance is not just a metric—it is a control mechanism embedded into the project’s DNA through reserve accounts, cash sweep mechanics, and conditional distribution locks.

On the other side, legal counsel must deliver value by:

• Proactively harmonizing project agreements and financing terms to anticipate stress scenarios.
• Crafting intercreditor and step-in rights that protect asset value and minimize execution risk.
• Navigating sectoral approvals, cross-border enforceability, and security perfection with precision and foresight.

Ultimately, the new era of project finance in Türkiye favors sponsors and legal teams that approach transactions with integrated structuring, legal certainty, and covenant resilience. In a landscape where market forces are tightening and expectations are rising, the question is no longer whether a project can attract debt—but whether it can withstand scrutiny from term sheet to operations.

As Türkiye continues to position itself as a hub for green infrastructure, energy transformation, and digital economy projects, project bankability will rest squarely on the strength of legal design. And for that, readiness begins not at signing—but at inception.