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Contract analysis / draft-corporate-ownership-statement.docx
draft-corporate-ownership-statement.docx
1044-00003 · 12 clauses
High · 2 Medium · 3 Standard · 0
I. INTRODUCTION AND BASIS FOR FILING
I. INTRODUCTION AND BASIS FOR FILING Thalassa Americas Inc. ("TAI" or the "Debtor") hereby files this Corporate Ownership Statement (the "Statement") pursuant to Federal Rule of Bankruptcy Procedure 7007.1 and Local Rule 1007-1 of the United States Bankruptcy Court for the Southern District of Texas. Federal Rule of Bankruptcy Procedure 7007.1 requires any nongovernmental corporate party to a proceeding in a bankrupt
II. IDENTITY OF THE DEBTOR
II. IDENTITY OF THE DEBTOR The following sets forth identifying information regarding the Debtor: Full Legal Name: Thalassa Americas Inc. Entity Type: C-Corporation organized under the laws of the State of Delaware. Jurisdiction of Incorporation: State of Delaware. TAI was originally incorporated with the Delaware Division of Corporations on March 8, 2004, under File Number 3847291. Employer Identification Number (EI
III. DIRECT PARENT ENTITY — 100% OWNER OF THE DEBTOR Medium
⚑ Liability cap to check against exposure
III. DIRECT PARENT ENTITY — 100% OWNER OF THE DEBTOR Thalassa Shipping & Logistics Société Anonyme ("TSL") is the sole and direct owner of 100% of the issued and outstanding shares of common stock of Thalassa Americas Inc. No other entity or person holds any direct equity interest in TAI. The common stock of TAI held by TSL constitutes all of the authorized, issued, and outstanding equity interests of the Debtor. The
IV. INDIRECT EQUITY HOLDERS OF THE DEBTOR — ENTITIES OWNING 10% OR MORE OF TSL
IV. INDIRECT EQUITY HOLDERS OF THE DEBTOR — ENTITIES OWNING 10% OR MORE OF TSL Because TSL directly owns 100% of the issued and outstanding equity of TAI, any entity or person holding 10% or more of the equity interests of TSL is, by operation of the ownership chain, an indirect holder of 10% or more of the equity interests of the Debtor. Accordingly, pursuant to Federal Rule of Bankruptcy Procedure 7007.1, the Debto
V. ORGANIZATIONAL CHART SUMMARY Medium
⚑ Liability cap to check against exposure
V. ORGANIZATIONAL CHART SUMMARY Set forth below is a textual summary of the Debtor's ownership chain. A simplified organizational chart is attached hereto as Exhibit A for illustrative purposes. Level 1 — Ultimate Beneficial Owners: Dimitrios Kostandinos beneficially owns, through KFO Holdings SA, approximately 62% of the equity of TSL. Elena Kostandinos-Pavlou beneficially owns, through KFO Holdings SA, approximatel
VI. AFFILIATES AND RELATED ENTITIES
VI. AFFILIATES AND RELATED ENTITIES For purposes of complete disclosure and to assist the Court in identifying potential conflicts of interest, the Debtor provides the following summary of its key affiliates within the Thalassa corporate family:
1. Thalassa Shipping & Logistics SA (organized in the Hellenic Republic (Greece)) — Direc
1. Thalassa Shipping & Logistics SA (organized in the Hellenic Republic (Greece)) — Direct parent of TAI and 100% owner of the Debtor's equity. Headquarters in Piraeus, Greece.
2. KFO Holdings SA (organized in the Hellenic Republic (Greece)) — Indirect parent of TAI
2. KFO Holdings SA (organized in the Hellenic Republic (Greece)) — Indirect parent of TAI and holder of 80% of the equity of TSL. Family holding company of the Kostandinos family. Headquarters in Piraeus, Greece.
3. Fourteen (14) Vessel-Owning Special Purpose Vehicles (organized in various foreign jur High
⚑ Non-compete / exclusivity restraint
3. Fourteen (14) Vessel-Owning Special Purpose Vehicles (organized in various foreign jurisdictions, including the Republic of the marshall Islands, the Republic of Liberia, and the Republic of Malta) — Sister entities owned directly by TSL. These Vessel SPVs each own a single ocean-going vessel and are not debtors in these cases. The individual names and jurisdictions of organization of the Vessel SPVs will be liste
VII. STATEMENT REGARDING PUBLICLY HELD ENTITIES
VII. STATEMENT REGARDING PUBLICLY HELD ENTITIES Pursuant to Federal Rule of Bankruptcy Procedure 7007.1, the Debtor makes the following affirmative statement regarding publicly held entities: To the best of the Debtor's knowledge, information, and belief, formed after reasonable inquiry: (a) No publicly held corporation owns 10% or more of any class of the Debtor's equity interests, whether directly or indirectly. (b
VIII. RESERVATION OF RIGHTS Medium
⚑ Forum / governing law
VIII. RESERVATION OF RIGHTS The Debtor reserves the right to amend, modify, or supplement this Corporate Ownership Statement as may be necessary or appropriate during the pendency of these cases, including without limitation in the event of any change in the ownership of the Debtor's equity interests, any change in the ownership structure of TSL or KFO Holdings, or any correction of information contained herein. The
IX. VERIFICATION AND SIGNATURE High
⚑ Penalty / liquidated damages
IX. VERIFICATION AND SIGNATURE The undersigned, Marcus Hale, President of Thalassa Americas Inc., hereby verifies under penalty of perjury that the information set forth in this Corporate Ownership Statement is true and correct to the best of my knowledge, information, and belief, formed after reasonable inquiry. VERIFICATION I, Marcus Hale, President of Thalassa Americas Inc., hereby declare under penalty of perjury