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Contract analysis / draft-voluntary-petition-tai.docx
draft-voluntary-petition-tai.docx
1044-00003 · 14 clauses
High · 1 Medium · 1 Standard · 0
1. Motion for Authority to Continue Cash Management System. The Debtor will seek authorit
1. Motion for Authority to Continue Cash Management System. The Debtor will seek authority to continue its existing cash management system, including maintaining its existing bank accounts, business forms, and intercompany transfer practices, in substantially the same manner as conducted prepetition.
2. Motion for Authority to Pay Prepetition Employee Wages and Benefits. The Debtor will s
2. Motion for Authority to Pay Prepetition Employee Wages and Benefits. The Debtor will seek authority to pay prepetition obligations owed to its approximately 680 U.S. employees, including accrued wages, salaries, commissions, bonuses, reimbursable business expenses, health insurance premiums, retirement plan contributions, payroll taxes, and other employee-related obligations, in each case up to the statutory prior
3. Motion for Authority to Pay Critical Vendors. The Debtor will seek authority to pay pr
3. Motion for Authority to Pay Critical Vendors. The Debtor will seek authority to pay prepetition claims of certain critical vendors whose goods and services are essential to the Debtor's ongoing operations and whose continued cooperation is necessary to preserve the value of the Debtor's estate. Critical vendors are expected to include, among others, Olympian Fuel & Supply SA (bunker fuel supplier).
4. Motion for Authority to Pay Prepetition Taxes. The Debtor will seek authority to pay p High
⚑ Penalty / liquidated damages
4. Motion for Authority to Pay Prepetition Taxes. The Debtor will seek authority to pay prepetition federal, state, and local tax obligations, including income taxes, sales and use taxes, property taxes, and payroll-related tax obligations, to the extent necessary to avoid penalties, interest, liens, or disruption to the Debtor's business operations.
5. Motion for Authority to Maintain Insurance Policies. The Debtor will seek authority to
5. Motion for Authority to Maintain Insurance Policies. The Debtor will seek authority to continue, renew, and pay premiums on all insurance policies in effect as of the petition date, including hull and machinery insurance, protection and indemnity insurance, general liability insurance, workers' compensation insurance, and the directors' and officers' liability insurance policy (Policy No. PII-DO-2022-08847 with Pr
6. Motion for Approval of DIP Financing (Interim and Final). The Debtor will seek approva
6. Motion for Approval of DIP Financing (Interim and Final). The Debtor will seek approval, on an interim and final basis, of the $75,000,000 superpriority debtor-in-possession credit facility to be provided by Nordbank International AG and Triton Credit Partners LP, as more fully described in Part 16 of this petition.
7. Motion for Joint Administration. In the event that additional Thalassa group entities
7. Motion for Joint Administration. In the event that additional Thalassa group entities (including any or all of the fourteen vessel-owning SPVs) file voluntary petitions under the Bankruptcy Code, the Debtor will seek an order directing the joint administration of all related cases for procedural purposes under Bankruptcy Rule 1015(b).
8. Application to Retain Calderwood & Harkness LLP as Debtor's Counsel. The Debtor will s
8. Application to Retain Calderwood & Harkness LLP as Debtor's Counsel. The Debtor will seek authority pursuant to 11 U.S.C. § 327(a) and Bankruptcy Rule 2014 to retain and employ Calderwood & Harkness LLP as its counsel in this Chapter 11 case, nunc pro tunc to the petition date.
9. Application to Retain Kensington Veltrian Partners LLC as Financial Advisor. The Debto
9. Application to Retain Kensington Veltrian Partners LLC as Financial Advisor. The Debtor will seek authority pursuant to 11 U.S.C. § 327(a) and Bankruptcy Rule 2014 to retain and employ Kensington Veltrian Partners LLC as its financial advisor in this Chapter 11 case, nunc pro tunc to the petition date.
10. Application to Retain Pendleton Claim Services Inc. as Claims and Noticing Agent. The
10. Application to Retain Pendleton Claim Services Inc. as Claims and Noticing Agent. The Debtor will seek authority to retain and employ Pendleton Claim Services Inc. as the claims and noticing agent in this Chapter 11 case, in accordance with 28 U.S.C. § 156(c) and the Local Rules of this Court. EXHIBIT B — CORPORATE OWNERSHIP STATEMENT (RULE 7007.1 — COMPANION DOCUMENT) This Exhibit B is filed as a companion to th
1. Debtor: Thalassa Americas Inc. ("TAI"), a Delaware corporation with its principal plac
1. Debtor: Thalassa Americas Inc. ("TAI"), a Delaware corporation with its principal place of business in Houston, Texas.
2. Direct Parent: Thalassa Shipping & Logistics Société Anonyme ("TSL"), a Greek société
2. Direct Parent: Thalassa Shipping & Logistics Société Anonyme ("TSL"), a Greek société anonyme organized under the laws of the Hellenic Republic, headquartered at 42 Akti Miaouli, Piraeus 18538, Greece. TSL holds 100% of the outstanding shares of common stock of TAI. 3. upstream Ownership of TSL: TSL is approximately 80% owned by the Kostandinos family through KFO Holdings Société Anonyme ("KFO Holdings"), a Greek
4. Publicly Traded Securities: Neither the Debtor nor TSL has any publicly traded equity
4. Publicly Traded Securities: Neither the Debtor nor TSL has any publicly traded equity securities. The $50,000,000 in 8.25% Senior Unsecured Notes due 2025 (CUSIP 87265BAB5) issued by TSL may be held by institutional investors, but these are TSL obligations, and there are no publicly traded securities of the Debtor.
5. Vessel-Owning SPVs: TSL also directly owns fourteen (14) vessel-owning special purpose Medium
⚑ Confidentiality undertaking
5. Vessel-Owning SPVs: TSL also directly owns fourteen (14) vessel-owning special purpose vehicles, the equity interests of which are pledged as collateral under the Senior Secured Credit Facility. These SPVs are organized under Greek or Liberian law and are identified in the detailed Corporate Ownership Statement. The full Corporate Ownership Statement, including an organizational chart depicting the complete corpor