Q3 2026 M&A Review: Turkish-US Transactions — Trends, Deal Structures, and Regulatory Developments

Cross-border M&A between Turkish and US companies continued at a steady pace in Q3 2026, driven by Turkish strategic buyers seeking US market access, technology, and talent, alongside US companies seeking Turkish manufacturing capabilities and access to regional markets. This review summarizes key trends and developments relevant to Turkish-US M&A.

Technology: Turkish technology companies continued to pursue US software, SaaS, and AI acquisitions to accelerate product development and gain US customer relationships. US technology companies also acquired Turkish development teams and R&D capabilities.

Manufacturing and Industrial: Turkish manufacturers with US distribution relationships pursued acquisitions of US distributors and complementary manufacturers to vertically integrate their US operations.

Professional Services: Turkish professional services firms — accounting, engineering, consulting — pursued US acquisitions to establish US presence and serve Turkish clients with US operations.

Real Estate: Turkish family offices and institutional investors remained active in US commercial real estate, particularly in New York and Florida.

The majority of Turkish-US M&A transactions in Q3 2026 were in the $10–$100 million range — below the CFIUS mandatory filing threshold for most transactions, but large enough to require careful structuring and due diligence.

The choice between an asset purchase and a stock purchase is one of the most fundamental M&A structuring decisions.

Asset purchase:

• Buyer acquires specific assets and assumes only specified liabilities
• Buyer gets a step-up in tax basis for acquired assets (generally favorable for buyer)
• Seller recognizes gain on each asset sold (generally unfavorable for seller)
• Requires assignment of contracts, licenses, and permits
• More complex to execute

Stock purchase:

• Buyer acquires all assets and liabilities of the target (including unknown liabilities)
• No step-up in tax basis (generally unfavorable for buyer)
• Seller recognizes capital gain on stock sale (generally favorable for seller)
• Contracts, licenses, and permits transfer automatically (subject to change of control provisions)
• Simpler to execute

Turkish buyer preference: Turkish buyers typically prefer stock purchases for simplicity, while US sellers often prefer stock sales for tax reasons. Asset purchases are more common when the buyer wants to avoid assuming unknown liabilities.

Earnouts — contingent payments tied to post-closing performance — are increasingly common in Turkish-US transactions, particularly where there is disagreement about the target's future performance. Key earnout issues:

• Metric selection (revenue, EBITDA, specific milestones)
• Measurement period (typically 1–3 years)
• Buyer's obligations to support earnout achievement
• Dispute resolution mechanism

RWI has become standard in US M&A transactions above $20 million. RWI provides insurance coverage for breaches of the seller's representations and warranties, allowing the seller to distribute sale proceeds without holding back escrow. Turkish buyers should budget for RWI premiums (typically 2–4% of the insured amount) and understand the coverage limitations.

• Corporate records: Formation documents, capitalization, board minutes, shareholder agreements
• Contracts: Material customer and supplier contracts, change of control provisions, assignment restrictions
• Litigation: Pending and threatened litigation, regulatory investigations
• Intellectual property: IP ownership, licenses, freedom to operate
• Employment: Key employee agreements, non-competes, benefit plans, labor relations
• Real property: Owned and leased real estate, environmental issues
• Regulatory compliance: Industry-specific licenses and permits, compliance history

• Quality of earnings analysis
• Working capital normalization
• Off-balance sheet liabilities
• Tax compliance and exposure
• Revenue recognition practices

Turkish buyers should assess CFIUS risk early in the deal process. Key factors:

• Does the target operate in a sensitive sector (technology, defense, critical infrastructure)?
• Does the target have US government contracts or access to sensitive data?
• Is the transaction above the mandatory filing threshold?

CFIUS continues to scrutinize foreign acquisitions of US technology companies, particularly those with AI, semiconductor, or dual-use technology. Turkish buyers should conduct a CFIUS risk assessment before signing a definitive agreement.

Transactions above the HSR filing threshold (approximately $119.5 million in 2026) require pre-merger notification to the DOJ and FTC. The initial waiting period is 30 days (15 days for cash tender offers). Turkish buyers should budget for HSR filing fees and potential second requests.

Certain industries require state regulatory approvals for change of control — insurance, banking, healthcare, utilities, and others. Turkish buyers should identify required state approvals early in the deal process.

Post-closing integration is where many Turkish-US acquisitions succeed or fail. Key integration priorities:

• Employee retention (particularly key employees)
• Customer communication and relationship management
• Systems integration
• Cultural alignment
• Compliance program integration

Our M&A attorneys advise Turkish buyers and sellers on all aspects of US M&A transactions — from deal structuring and due diligence through negotiation, regulatory approvals, and post-closing integration.

This article is for informational purposes only and does not constitute legal advice. M&A transactions are complex and highly fact-specific; please consult qualified M&A counsel before pursuing a transaction.