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LISTING PARTICULARS

U.S.$328,274,000

2015-1 Pass Through Trust
Pass Through Certificates, Series 2015-1A

__________________
Bosphorus Pass Through Certificates, Series 2015-1A are being offered under this offering memorandum (the “Class A Certificates” or “Certificates”). A trust (the “Trust”) has been established to issue the Class A Certificates. This offering is being made in connection with the financing of three new Boeing 777-300ER aircraft scheduled to be delivered in March 2015 and April 2015 (each, an “Aircraft”). The proceeds from the sale of the Class A Certificates will initially be held in escrow. The Trust will use the escrowed funds to acquire equipment notes (the “Equipment Notes”) to be issued by Bosphorus 2015 LLC, as issuer (the “Issuer”). Proceeds from the sale of the Equipment Notes will be used by the Issuer to fund the acquisition of the Aircraft each of which the Issuer will lease to Türk Hava Yolları A.O. (“Turkish Airlines”) under a separate finance lease agreement (each, a “Lease” and a “Lease Agreement”). Payments under each Lease will be used to make payments on the related Equipment Notes held in the Trust, which payments will be passed through to the holders of the Class A Certificates. See “Use of Proceeds” in this offering memorandum.

Interest on the Equipment Notes will be payable semi-annually on 15 March and 15 September of each year after issuance, commencing on 15 September 2015. Principal payments on the Equipment Notes will be payable semi-annually on 15 March and 15 September of each year, commencing on 15 September 2015.

BNP Paribas, acting through its Paris head office, will provide a liquidity facility for the Class A Certificates (the “Liquidity Facility”) in an amount sufficient to make three consecutive semi-annual interest payments on the Class A Certificates.
_________________________________________

Investing in the Certificates involves a high degree of risk. See “Risk Factors” beginning on page 18 of this offering memorandum.

_________________________________________

Pass Through Certificates

Class A .....................................

_____________

Face Amount

U.S.$328,274,000

  • Interest Rate
  • Final Expected Distribution Date
  • Price to Public(1)

  • 4.20%
  • 15 March 2027
  • 100.0%

(1) Plus accrued interest, if any, from the date of issuance.

The Initial Purchasers (as defined herein) will purchase all of the Certificates if any are purchased. The Initial Purchasers expect to deliver the Certificates to purchasers through the facilities of The Depository Trust Company (“DTC”) and its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, against payments on 26 March 2015.
_________________________________________

This offering memorandum constitutes the listing particulars (the “Listing Particulars”) in respect of the Certificates. Application has been made to the Irish Stock Exchange plc (the “Irish Stock Exchange”) for the approval of this offering memorandum as Listing Particulars. Application has been made to the Irish Stock Exchange for the Certificates to be admitted to the Official List and trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC.

The Certificates have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction. Accordingly, the Certificates are being offered and sold only to “qualified institutional buyers” (“QIBs”) in reliance on Rule 144A under the Securities Act (“Rule 144A”) and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act (“Regulations S”). Prospective purchasers that are QIBs are hereby notified that the seller of the Certificates may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Each purchaser of the Certificates offered hereby in making its purchase will be deemed to have made certain acknowledgements, representations, warranties and agreements with respect to its purchase of the Certificates as described herein. The Certificates are not transferable except in accordance with the restrictions described under “Transfer Restrictions” in this offering memorandum.

There are no registration rights associated with the Certificates.
____________________________________________

Lead Bookrunners

Citigroup

Joint Structuring Agent

Goldman, Sachs & Co. Deutsche Bank Securities

Joint Structuring Agent

_______________________________________________________

Bookrunner

BNP PARIBAS

The date of this offering memorandum is 26 March 2015

TABLE OF CONTENTS

  • Notice to Investors.................................................... ii
  • Description of the Deposit Agreement ..................115

Description of the Escrow Agreement...................117 Description of the Liquidity Facility .....................118 Description of the Intercreditor Agreement...........124 Description of the Aircraft and the Appraisals..............................................................131 Description of the Equipment Notes......................133 Description of the Leases and Other
Notice to European Economic Area Investors .................................................................. iv Certain Volcker Rule Considerations ........................v Enforcement of Judgments ........................................v Available Information.............................................. vi Cautionary Statement Regarding ForwardLooking Information............................................... vii Industry and Market Data...................................... viii Defined Terms....................................................... viii Presentation of Financial and Other
Agreements............................................................138 Possible Issuance of Additional Certificates..........147 Certain U.S. Federal Income Tax
Information.............................................................. ix CRA Regulation ........................................................x Summary....................................................................1 Risk Factors.............................................................18 Use of Proceeds .......................................................43 Capitalization...........................................................44 Selected Financial and Operating Information..............................................................45 Operating and Financial Review .............................50 Business...................................................................65 Industry Overview...................................................88 Directors ..................................................................92 Management ............................................................96 Related Party Transactions ......................................97 Description of the Certificates.................................98
Considerations.......................................................148 Certain Delaware Taxes.........................................153 Certain U.S. ERISA Considerations......................154 Plan of Distribution ...............................................156 Transfer Restrictions..............................................161 Legal Matters.........................................................165 Independent Auditors ............................................165 Independent Appraisers .........................................165 Listing and General Information ...........................166 Appendix I - Index of Terms ................. Appendix I-1 Appendix II - Appraisal Letters............Appendix II-1 Appendix III - Loan to Value Ratios by Aircraft ................................................Appendix III-1 Appendix IV - Index to Financial Statements of Turkish Airlines...........................Appendix IV-F-1
____________________

You should rely only on the information contained in this offering memorandum. Neither Turkish Airlines nor any Initial Purchaser (as defined herein) has authorized any person (including any dealer, salesman or broker) to provide you with any information or represent anything about Turkish Airlines or this offering that is not contained in this offering memorandum. If given or made, any such other information or representation should not be relied upon as having been authorized by Turkish Airlines or the Initial Purchasers referred to below. You should assume that the information contained in this offering memorandum is accurate only as of the date hereof or as of the date the information is otherwise stated to be provided and is subject to change, completion or amendment without notice.

You are authorized to use this offering memorandum solely for the purpose of considering a purchase of the Certificates described in this offering memorandum. Citigroup Global Markets Inc., Goldman, Sachs & Co., Deutsche Bank Securities Inc. and BNP Paribas Securities Corp. (collectively, the “Initial Purchasers”) make no representation or warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers. You may not reproduce or distribute this offering memorandum, in whole or in part, and you may not disclose any of the contents of this offering memorandum or use any information herein for any purpose other than considering the purchase of the Certificates. You agree to the foregoing by accepting delivery of this offering memorandum.

In this offering memorandum, references to (i) “Turkish Airlines” and “THY” refer to Türk Hava Yolları A.O. and its consolidated subsidiaries, unless the context otherwise requires or unless otherwise specified, and (ii) “Issuer” refers to Bosphorus 2015 LLC, a newly formed limited liability company formed and existing under the laws of Delaware that will issue the Equipment Notes and lease the Aircraft to Turkish Airlines.

____________________
In accordance with Article 405 of Regulation (EU) No. 575/2013 and Article 51 of Regulation (EU) No. 231/2013 (which, in each case, does not take into account any corresponding national measures) certain entities may acquire the credit risk of a securitisation if the originator, sponsor or original lender thereof has explicitly disclosed that it will retain, on an on-going basis, a material net economic interest in the securitisation of not less than 5% (the “Risk

Retention Requirement”).

Turkish Airlines has considered, and obtained legal advice as to, the applicability of the Risk Retention Requirement to this offering and, on balance, is of the view that an investment in the Certificates should not constitute a “securitisation position” due to, among other things, its payment obligations under the Leases. Turkish Airlines does not therefore consider that the Risk Retention Requirement should apply to investments in the Certificates.

However, investors should be aware that the regulatory capital treatment of any investment in the Certificates will be determined by the investor’s regulator and the relevant provisions of national law. Although market participants have, in consultations relating to the Risk Retention Requirement, requested guidance on the structures captured by the definitions, no definitive guidance has been forthcoming. Therefore some uncertainty remains as to which structures would be considered to be “securitisations”.

Investors in the Certificates are responsible for analyzing their own regulatory position and should not rely on Turkish Airlines’ interpretation set out above. Investors should consult their regulator should they require guidance in relation to the regulatory capital treatment that their regulator would apply to an investment in the Certificates.

____________________

NOTICE TO NEW HAMPSHIRE RESIDENTS

  • NEITHER THE FACT THAT
  • A
  • REGISTRATION STATEMENT OR AN

APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED (“RSA 421-B”), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO INVESTORS

Turkish Airlines is furnishing this offering memorandum in connection with an offering that is exempt from registration under, or not subject to, the Securities Act, and applicable state securities laws solely to allow a prospective investor to consider purchasing the Certificates. Delivery of this offering memorandum to any other person or any reproduction of this offering memorandum, in whole or in part, without Turkish Airlines’ and the Initial Purchasers’ prior consent, is prohibited. The information contained in this offering memorandum has been provided by Turkish Airlines and other sources identified in this offering memorandum.

ii

The Certificates described in this offering memorandum have not been and will not be registered with, recommended by or approved by the United States Securities and Exchange Commission (the “SEC”), or any other federal, state or foreign securities commission or regulatory authority, nor has the SEC or any such state or foreign securities commission or authority passed upon the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal offense.

You must comply with all applicable laws and regulations in connection with the distribution of this offering memorandum and the offer or sale of the Certificates. See “Transfer Restrictions”. You are not to construe the contents of this offering memorandum as investment, legal or tax advice. You should consult your own counsel, accountant and other advisors as to legal, tax, business, financial and related aspects of a purchase of the Certificates. Neither Turkish Airlines nor the Initial Purchasers are making any representation to you regarding the legality of an investment in the Certificates by you under applicable laws. In making an investment decision regarding the Certificates offered by this offering memorandum, you must rely on your own examination of Turkish Airlines and the terms of this offering, including, without limitation, the merits and risks involved. This offering is being made on the basis of this offering memorandum. Any decision to purchase Certificates in this offering must be based on the information contained in this offering memorandum.

This offering memorandum is being provided (1) to QIBs in reliance on Rule 144A under the Securities Act and (2) to non-U.S. Persons in offshore transactions complying with Rule 903 or Rule 904 of Regulation S under the Securities Act, in each case, for informational use solely in connection with their consideration of the purchase of the Certificates.

This offering memorandum and any other material in relation to the Certificates described herein are only being distributed to, and are only directed at, (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (iii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services Markets Act 2000, as amended (“FSMA”)) in connection with the issue or sale of any Certificates may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Certificates are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Certificates will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this offering memorandum or any of its contents. This offering memorandum may not be copied or reproduced in whole or in part, nor may it be distributed or any of its contents be disclosed to anyone other than the prospective investors to whom it is being provided. By accepting delivery, you agree that the use of this information for any purpose other than considering an investment in the Certificates is strictly prohibited.

This offering memorandum contains summaries, believed to be accurate, of some of the terms of specific documents, but reference is made to the actual documents, copies of which will be made available upon request, for the complete information contained in those documents, as indicated under “Available Information”. All summaries are qualified in their entirety by this reference.

In making your investment decision, you will be deemed to have made certain acknowledgements, representations and agreements as set forth in this offering memorandum under the caption “Transfer Restrictions”. The Certificates are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state and foreign securities laws pursuant to registration or exemption therefrom. See “Transfer Restrictions”. You should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time.

Turkish Airlines accepts responsibility for the information contained in this offering memorandum. To the best of Turkish Airlines’ knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this offering memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information.

Neither the delivery of this offering memorandum at any time nor any subsequent commitment to enter into any financing shall, under any circumstances, create any implication that there has been no change in the information set

iii

forth in this offering memorandum or in Turkish Airlines’ affairs since the date hereof. Turkish Airlines reserves the right to withdraw this offering at any time. This offering is subject to the terms described in this offering memorandum and the pass through trust agreement relating to the Certificates.

This offering memorandum does not constitute an offer to sell the Certificates to, or a solicitation of an offer to buy the Certificates from, any person in any jurisdiction where it is unlawful to make such an offer or solicitation.

The distribution of this offering memorandum and the offer and sale of the Certificates may be restricted by law in certain jurisdictions. Persons into whose possession this offering memorandum or any of the Certificates come must inform themselves about, and observe, any such restrictions. You must comply with all applicable laws and regulations (including obtaining required consents, approvals and permissions) in any jurisdiction in which you possess or distribute this offering memorandum or in which you purchase, offer or sell the Certificates. Turkish Airlines does not have any responsibility therefor.

The Certificates will be available in book-entry form only. Turkish Airlines expects that the Certificates sold pursuant to this offering memorandum will be issued in the form of one or more global certificates, which will be deposited with, or on behalf of, DTC, and registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the global certificates will be shown on and transfers of the global certificates will be effected only through records maintained by DTC and its participants. After the initial issuance of the global certificates, Certificates in certificated form will be issued in exchange for the global certificates only as set forth in the pass through trust agreement governing the Certificates.

In connection with this offering, the Initial Purchasers may engage in transactions that stabilize, maintain or otherwise affect the price of the Certificates at levels that might not otherwise prevail in the open market. This stabilizing, if commenced, may be discontinued at any time.

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  • Prospectus Directive (2003/71/EC, As Amended by Directive 2010/73/EU) (‘‘Qualified Investors’’)

    Prospectus Directive (2003/71/EC, As Amended by Directive 2010/73/EU) (‘‘Qualified Investors’’)

    IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the offering circular (the ‘‘Offering Circular’’) attached to this electronic transmission and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Offering Circular. In accessing the attached Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. THE OFFERING CIRCULAR IS NOT AN OFFER TO SELL SECURITIES AND THE COMPANY IS NOT SOLICITING OFFERS TO BUY SECURITIES IN ANY JURISDICTION WHERE SUCH OFFER OR SALE IS NOT PERMITTED. Confirmation of your representation: By accessing this Offering Circular you have confirmed to the Managers and the Company (each as defined in the Offering Circular) that (i) you have understood and agree to the terms set out herein, (ii) (a) you and the electronic mail address you have given to us are not located in the United States, its territories and possessions or (b) you are a person that is a ‘‘qualified institutional buyer’’ (‘‘QIB’’) within the meaning of Rule 144A under the Securities Act of 1933, as amended (the ‘‘Securities Act’’), (iii) you consent to delivery by electronic transmission, (iv) you will not transmit the attached Offering Circular (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person, and (v) you acknowledge that you will make your own assessment regarding any legal, taxation or other economic considerations with respect to your decision to purchase the securities described in the Offering Circular.
  • Airports List

    Airports List

    Airport Code Airport Name AAE Annaba‐Rabah Bitat Airport AAL Aalborg Airport AMBA AAR Aarhus Airport ABE Lehigh Valley International Airport ABJ Abidjan International Airport ABQ Albuquerque International Airport ABZ Aberdeen Airport Ltd ACA Acapulco Airport ACC Kotoka International Airport ACE Lanzarote Airport ACH Altenrhein ‐ St Gallen Airport ACI Alderney Airport ACI Channel Islands ‐ Alderney Airport ACK Nantucket Memorial Airport ACY Atlantic City Int´l Airport ADA Adana‐Sakirpasa Airport ADB Izmir ‐ Adnan Menderes Airport ADD Addis Ababa ‐ Bole International Airport ADE Aden International Airport ADL Adelaide Airport ADZ San Andres ‐ Gustavo Rojas Pinilla Airport AEP Buenos Aires ‐ Aeroparque Jorge Newbery AES Alesund Airport AEX Alexandria International Airport AFA San Rafael Airport AFW Fort Worth Alliance Airport AGA Agadir ‐ Al Massira Airport AGB Augsburg Airport AGF Agen ‐ La Garenne Airport AGP Malaga Airport AGR Agra Airport AGS Augusta Regional Airport AHB Abha Airport AHN Athens Ben Epps Airport AHO Alghero‐Fertilia Airport AHU Al Hoceima ‐ Al Charif Al Idrissi Airport AJL Aizawl Airport AJA Ajaccio ‐ Campo Dell´Oro Airport AKL Auckland International Airport ALA Almaty Int´l Airport ALB Albany International Airport ALC Alicante Airport ALG Algiers‐Houari Boumedienne Airport ALO Waterloo Municipal Airport ALP Aleppo International Airport ALS Alamosa‐Bergman‐San Luis Valley Regional Airfield ALY Alexandria ‐ El Nhouza Airport AMA Amarillo ‐ Rick Husband International Airport AMD Ahmedabad ‐ Sardar Vallabh Bhai Patel Int´l
  • Terms & Conditions

    Terms & Conditions

    Terms & Conditions COMPLIMENTARY CAR PARK & VALET SERVICE • The airport transfer service route is determined by our company. AND SPECIAL DISCOUNTS • The capacity of vehicles may vary and we strongly advise you to specify the number of • The unlimited complimentary car park & valet service and special discounts can only be people and inform about your luggage so that we are able to arrange the appropriate vehicle used by TAV Passport Edition cardholders during the term of their contracts. • In addition to the airport transfer service made with upper segment vehicles, we provide • TAV Passport Edition cardholders can benefit from the unlimited complimentary car park more economical newer segment vehicle alternatives. & valet service by presenting TAV Passport Edition cards at the car park payment points • The complimentary airport transfer service in Turkey for TAV Passport Edition cardholders prior to receiving their vehicles. is not valid for the airport transfer service worldwide. • The unlimited complimentary car park & valet service is available at Ankara Esenboga Meeting Details Airport, Milas Bodrum Airport, Izmir Adnan Menderes Airport and Jetpark Car Park • For Airport to Address transfer service, TAV Passport Edition cardholders are welcomed by (located at a 500-meter distance to Sabiha Gokcen Airport). a greeter at the airport and directed to their driver. • TAV Passport Edition cardholders can benefit from the discounted car park service at Change and Cancellation Policy Sabiha Gokcen Airport by presenting TAV Passport Edition card at the car park payment • Requests for delaying transfer dates/times or cancellations must be notified to our call center points. no later than 12 hours prior to your transfer time.