PROJECT MANAGEMENT

Financing and Capital Structuring for Dutch Investors in Türkiye

How Dutch investors should structure financing and capital stacks for Turkish real estate and construction projects, from entity setup to currency risk.

May 2025·5 min read
SHARE
NLLimited Sirket RealEstateCapital Stack ConstructionShareholder Loan StructureBank Project FinanceNetherlands Investors

A Different Financing Logic

Dutch investors approaching Turkish real estate and construction projects often carry assumptions shaped by the Netherlands' own capital markets: deep pension fund liquidity, low-cost bank debt, and standardized project finance structures. Türkiye operates on a different logic. Local currency volatility, higher benchmark interest rates, and a banking sector that prices construction risk conservatively mean that financing structures built for Amsterdam or Rotterdam rarely transfer cleanly. Getting the capital stack right at the outset determines whether a project stays resilient through Türkiye's rate cycles or becomes exposed to refinancing pressure at the worst possible moment.

Why Local Debt Is Rarely the Default

Turkish commercial banks do extend construction and project finance loans, but foreign investors typically find the terms less attractive than expected: higher spreads, shorter tenors, and loan-to-cost ratios that sit well below what is common in Western Europe. Lira-denominated loans also carry interest rates that reflect domestic inflation dynamics, which can make debt service unpredictable for an investor thinking in euros. Many Dutch sponsors instead structure a majority-equity capital stack, using local debt selectively for working capital or as a smaller layer alongside equity rather than as the primary funding source. This is not a workaround, it is simply a more accurate read of the market's risk pricing.

Structuring Through a Turkish Entity

Foreign investors generally deploy capital into Turkish real estate and construction projects through a locally incorporated limited şirket (limited liability company) or, for larger developments, a joint stock company. This entity holds title to land and assets, contracts directly with Turkish contractors, and is the counterparty for permits and municipal approvals. From a financing standpoint, the entity structure matters because it determines how capital calls are documented, how shareholder loans are treated for tax purposes, and how future refinancing or exit transactions will be structured. Dutch investors accustomed to BV structures at home should expect a comparable but distinct process in Türkiye, with its own capitalization requirements and reporting obligations.

Currency Exposure in the Capital Stack

One of the most consequential structuring decisions is how much of the project cost is denominated in euros or dollars versus Turkish lira. Land acquisition, permits, and a portion of labor costs are typically lira-denominated, while imported materials, certain contractor allowances, and equipment may be priced in hard currency. A capital stack that ignores this split risks currency mismatch: equity contributed in euros funding costs that fluctuate with lira depreciation, or vice versa. Sophisticated sponsors build a currency-hedged view into their financing plan from the feasibility stage, matching funding currency to cost currency wherever contractually possible and building contingency into the budget for the portion that cannot be matched.

Staged Capital Calls and Milestone Disbursement

Rather than funding a project in a single tranche, most well-structured deals in Türkiye use staged capital calls tied to construction milestones: land closing, permit issuance, foundation completion, superstructure, and finishing stages. This mirrors practices familiar to Dutch institutional investors but requires closer coordination with local legal counsel to ensure disbursement triggers are enforceable under Turkish contract law and align with the contractor's own payment schedule. Escrow arrangements, where a portion of funds is held by a third party pending verified milestone completion, are increasingly used to reduce disbursement risk on both sides.

Working With Local Financial Advisors

Because Turkish project finance conventions differ meaningfully from Dutch or broader EU practice, Dutch sponsors benefit from engaging advisors who understand both the local banking environment and the expectations of a European capital source. This includes structuring shareholder loan agreements correctly for tax efficiency, coordinating with Turkish accountants on capitalization thresholds, and ensuring that financing documentation will support a clean exit or refinancing several years out. A financing structure built with these considerations from the start tends to be far more durable than one retrofitted after construction is already underway.

SHARE
← Back to all insights