Akbank T.A.Ş. announced on August 7, 2026 the sale of a non-performing loan (NPL) portfolio with a nominal value of TL 1.247 billion to three Turkish asset management companies: Emir Varlık Yönetimi A.Ş., Gelecek Varlık Yönetimi A.Ş., and Sümer Varlık Yönetim A.Ş. The total consideration paid by the three buyers was TL 218 million — approximately 17.5% of the portfolio's nominal value.

This is not a corporate M&A transaction. No shares changed hands; no business was acquired. The transaction is a receivables transfer: Akbank assigned its legal claims against non-performing borrowers to the three asset management companies, which will now pursue collection on their own account.

The gap between the TL 218 million sale price and the TL 1.247 billion nominal value is striking. But it would be incorrect to read this gap as a direct measure of Akbank's loss on the portfolio.

Turkish banks are required to provision against non-performing loans under BRSA (BDDK) regulations. By the time a loan is classified as non-performing and sold, the bank has typically already recognized a significant portion of the expected loss through provisions charged against its income statement in prior periods. The accounting book value of the portfolio at the time of sale — after provisions — is likely substantially lower than the TL 1.247 billion nominal value.

The TL 218 million sale price should be compared to the portfolio's net book value (nominal value minus accumulated provisions), not to its nominal value. If the net book value is, for example, TL 200 million, then Akbank may have actually recognized a small gain on the sale.

Without knowing the provision coverage ratio for this specific portfolio, it is not possible to determine whether the sale price represents a gain, a break-even, or a loss relative to Akbank's carrying value. What is clear is that Akbank has transferred the collection risk and the associated operational burden to specialized asset management companies.

The legal foundation of an NPL portfolio sale is the assignment of receivables (alacak devri) under Turkish law. Under Articles 183-194 of the Turkish Code of Obligations, a creditor may assign its claims to a third party without the debtor's consent, unless the assignment is prohibited by contract, law, or the nature of the obligation.

For a bank selling an NPL portfolio, the assignment transfers to the buyer:

• The principal claim against the borrower
• Accrued and future interest claims
• Default interest claims
• All ancillary rights, including the right to enforce collateral

The assignment agreement must be in writing. For mortgage-backed loans, the assignment of the mortgage (ipotek) requires registration at the land registry (tapu sicili) to be effective against third parties. This registration requirement creates a significant operational workload in large portfolio sales: each mortgage must be individually transferred in the land registry, which requires coordination with the relevant land registry offices across potentially dozens of provinces.

The practical value of an NPL portfolio depends heavily on the quality and enforceability of the collateral securing the underlying loans. For each loan in the portfolio, the buyer must verify:

Mortgages (ipotek): Is the mortgage properly registered? Is the mortgaged property free of prior-ranking encumbrances that would reduce the buyer's recovery? Has the property value changed since the mortgage was registered? Are there any disputes about the property's title?

Pledges (rehin): For loans secured by pledges over movable assets or financial instruments, the buyer must verify that the pledge is properly perfected and that the pledged assets still exist and have not been transferred to third parties.

Personal guarantees (kefalet): Many Turkish SME loans are secured by personal guarantees from the business owner or related parties. The assignment of the guarantee claim requires careful attention to the guarantee agreement's terms — some guarantee agreements may contain provisions that limit assignability or that require the guarantor's consent to the assignment.

Surety bonds and letters of guarantee: For loans secured by bank guarantees or surety bonds, the buyer must verify that the guarantee instrument is still valid and that the guarantor bank or surety company has not been released from its obligations.

Under Turkish law, an assignment of receivables is effective between the assignor and assignee upon execution of the assignment agreement. However, to be effective against the debtor, the debtor must be notified of the assignment. Until notification, the debtor may validly make payments to the original creditor (Akbank), and those payments will discharge the debt.

In a large portfolio sale, debtor notification is a significant operational undertaking. Each borrower must be notified in writing of the assignment and of the new creditor's identity and payment instructions. The notification must be documented to establish the date from which the debtor is bound to make payments to the new creditor.

For borrowers who are already in enforcement proceedings, the notification must be coordinated with the enforcement process to ensure that payments and enforcement actions are directed to the correct party.

Many loans in an NPL portfolio will already be subject to enforcement proceedings (icra takibi) or litigation (dava) at the time of the portfolio sale. The transfer of these proceedings to the new creditor requires:

Enforcement proceedings: The buyer must file a change-of-creditor notification (alacaklı değişikliği bildirimi) with the relevant enforcement offices (icra müdürlükleri). Until this notification is filed and accepted, the enforcement proceedings continue in Akbank's name.

Litigation: For loans that are the subject of pending court proceedings, the buyer must apply to the court for a substitution of parties (taraf değişikliği). This requires the court's approval and may involve procedural delays.

Bankruptcy proceedings: For borrowers who are subject to bankruptcy or concordat proceedings, the buyer must file its claim in the bankruptcy estate and participate in the creditors' committee as the new creditor.

The operational complexity of managing these transitions across a large portfolio — potentially hundreds or thousands of individual files — is one reason why NPL portfolio buyers are specialized asset management companies with dedicated enforcement and legal teams.

The NPL portfolio sale involves the transfer of significant personal data: borrower identities, financial information, contact details, and credit histories. Under Turkey's Personal Data Protection Law (KVKK), this data transfer must comply with the law's requirements for lawful processing and transfer of personal data.

The legal basis for the data transfer in an NPL portfolio sale is typically the legitimate interest of the data controller (the bank) and the necessity of the transfer for the performance of the assignment agreement. However, the bank must ensure that:

• The data transfer is limited to the data necessary for the buyer to exercise its rights as the new creditor
• The buyer is subject to appropriate data processing obligations, typically documented in a data processing agreement
• Borrowers are informed of the data transfer, either through the assignment notification or through a separate privacy notice
• The data is not used by the buyer for purposes beyond the collection of the assigned receivables

The Turkish NPL market has attracted significant interest from international investors, including private equity funds and specialized distressed debt investors. For international investors considering Turkish NPL portfolio acquisitions, the Akbank transaction illustrates several key due diligence and structuring considerations.

Provision coverage analysis: Before pricing a Turkish NPL portfolio, international investors must obtain detailed information about the bank's provision coverage for the specific loans in the portfolio. The nominal value is not the relevant benchmark — the net book value after provisions is the starting point for pricing analysis.

Collateral quality assessment: The recovery value of a Turkish NPL portfolio depends heavily on the quality of the underlying collateral. International investors should conduct property valuations for mortgage-backed loans, verify the enforceability of guarantees, and assess the practical timeline and cost of enforcement proceedings in Turkey.

Regulatory framework: NPL portfolio buyers in Turkey must be licensed as asset management companies (varlık yönetim şirketi) under BRSA regulations. International investors who wish to purchase Turkish NPL portfolios directly must either obtain this license or partner with a licensed Turkish entity.

Currency risk: Turkish NPL portfolios are denominated in Turkish lira. International investors who fund their acquisition in foreign currency are exposed to TL/USD or TL/EUR exchange rate risk during the collection period, which may extend over several years.

ULF New York provides legal advisory services on Turkish banking law, NPL transactions, and cross-border restructuring for international clients. This analysis is for informational purposes only and does not constitute legal advice.