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Contract analysis / internal-matter-opening-memo.docx
internal-matter-opening-memo.docx
High · 0
Medium · 4
Standard · 5
1. Purpose
Standard
⚑ Commercial term
1. Purpose This memorandum is submitted to the Firm Administration and New Matter Intake Department of Calderwood & Harkness LLP for the purpose of opening a new client matter in the firm's matter management system under Matter Number 1044-00003. The memorandum provides the requisite information regarding client identification, matter classification, engagement scope, billing arrangements, team staffing, counterparty
2. Client Identification
Standard
⚑ Commercial term
2. Client Identification 2.1 Primary Client — Thalassa Shipping & Logistics Société Anonyme Full Legal Name: Thalassa Shipping & Logistics Société Anonyme Short Name / Abbreviation: TSL or Thalassa Entity Type: Société Anonyme (SA) organized and existing under the laws of the Hellenic Republic (Greece) Jurisdiction of Organization: Hellenic Republic (Greece); registered with the Athens General Commercial Registry (Γ.
3. Matter Classification and Engagement Scope
Medium
⚑ Assignment / subcontracting
3. Matter Classification and Engagement Scope 3.1 Practice Group / Matter Type Practice Group: Bankruptcy & Restructuring Matter Type: Chapter 11 Contingency Planning and Out-of-Court Restructuring Advisory Cross-Practice Involvement: The engagement will require the involvement of the firm's Tax practice group. Sylvia Hartwell, a Specialist Partner in the Tax group, has been identified to lead the tax advisory workst
4. Key Counterparties and Adverse/Interested Parties
Standard
⚑ Commercial term
4. Key Counterparties and Adverse/Interested Parties All parties identified in this section have been cleared through the firm's conflicts management system in connection with the Conflicts Clearance Memorandum dated October 23, 2022. No conflicts were identified that would prevent the firm from proceeding with this engagement, and no additional waivers were required beyond those documented in the Engagement Letter w
1. Aegean Capital Bank SA — Athens, Greece; $110 million commitment; Key Contact: Nikolao
1. Aegean Capital Bank SA — Athens, Greece; $110 million commitment; Key Contact: Nikolaos Ventouris, Head of Shipping Finance
2. Harborstone Bank plc — London, United Kingdom; $95 million commitment; Key Contact: Fi
2. Harborstone Bank plc — London, United Kingdom; $95 million commitment; Key Contact: Fiona Aldrich, Director, Structured Shipping Finance
3. Pacifica Trade Finance Corp. — Singapore; $82 million commitment; Key Contact: Wei Lin
3. Pacifica Trade Finance Corp. — Singapore; $82 million commitment; Key Contact: Wei Lin Tan, Senior Vice President, Maritime Lending
4. Continental Maritime Lending GmbH — Hamburg, Germany; $72 million commitment; Key Cont
4. Continental Maritime Lending GmbH — Hamburg, Germany; $72 million commitment; Key Contact: Klaus Rheinfeld, Managing Director
5. Triton Credit Partners LP — New York, New York; $68 million commitment; Key Contact: D
5. Triton Credit Partners LP — New York, New York; $68 million commitment; Key Contact: David Sorokin, Partner
6. Laurentian Shipping Fund II — Montreal, Canada; $55 million commitment; Key Contact: M
6. Laurentian Shipping Fund II — Montreal, Canada; $55 million commitment; Key Contact: Marie-Claire Gagnon, Portfolio Manager
7. Caspian Asset Management Ltd. — Dubai, United Arab Emirates; $40 million commitment; K
7. Caspian Asset Management Ltd. — Dubai, United Arab Emirates; $40 million commitment; Key Contact: Rashed Al-Khatib, Director of Credit
8. Pelagos Institutional Credit Fund — Limassol, Cyprus; $26 million commitment; Key Cont
Standard
⚑ Commercial term
8. Pelagos Institutional Credit Fund — Limassol, Cyprus; $26 million commitment; Key Contact: Andreas Michailides, Investment Manager Total Senior Secured Facility Commitment: $685 million. As of September 30, 2022, the total outstanding balance under the Senior Secured Credit Facility was $540 million, comprised of $270 million outstanding under Term Loan A, $185 million outstanding under the Revolving Credit Facili
5. Engagement Team
5. Engagement Team The following attorneys have been designated to staff this matter. Team members, their roles, practice group affiliations, and applicable 2022 standard billing rates are set forth in the table below: Paralegals will be assigned to the matter as needed and will be billed at a standard rate of $425 per hour. Paralegal staffing is expected to include at least one full-time paralegal to support documen
6. Billing Arrangements
Medium
⚑ Liability cap to check against exposure
6. Billing Arrangements 6.1 Billing Rates The following standard hourly billing rates apply to this engagement for 2022: • Partners: $1,650 per hour • Senior Associates: $1,050 per hour • Associates: $850 per hour • Paralegals: $425 per hour These rates are the firm's standard rates for the Bankruptcy & Restructuring group and are consistent with the rates set forth in the executed Engagement Letter. The Engagement L
7. Other Retained Advisors and Service Providers
7. Other Retained Advisors and Service Providers The following table sets forth the other professional advisors and service providers retained or expected to be retained by TSL and/or TAI in connection with the restructuring: The standby engagement with Pendleton Claim Services Inc. for claims and noticing agent services is expected to be signed on or about November 15, 2022. Pendleton would serve as the claims agent
8. Estimated Matter Budget
Standard
⚑ Commercial term
8. Estimated Matter Budget 8.1 Workstream Budget Breakdown (Preliminary Estimates) The following are preliminary fee estimates for each of the four workstreams comprising this engagement. These estimates are based on the engagement team's initial assessment of the scope and complexity of the matter and are subject to revision following the completion of the Staffing Plan and Budget Estimate Memorandum currently being
9. Key Debt Instruments (Reference Summary)
9. Key Debt Instruments (Reference Summary) The following table provides a reference summary of the principal debt instruments in the TSL/TAI capital structure: The total outstanding funded debt as of September 30, 2022 is approximately $778.7 million (excluding the intercompany note). Including the intercompany note, total debt is approximately $847.3 million (inclusive of $7.8 million in accrued and unpaid interest
10. Key Near-Term Milestones and Deadlines
10. Key Near-Term Milestones and Deadlines The following table sets forth the key near-term milestones and deadlines relevant to this matter: The engagement team will maintain a comprehensive milestone tracker and will provide periodic updates to the Responsible Partner and Billing Partner on the status of all workstreams and deadlines.
11. Document Retention and Confidentiality
Medium
⚑ Liability cap to check against exposure
11. Document Retention and Confidentiality All documents, work product, and communications generated or received in connection with this matter are to be maintained in the firm's document management system under Matter Number 1044-00003. All team members staffed on this matter should ensure that documents are properly profiled and stored in the designated matter workspace. All materials produced in connection with th
12. Approval and Distribution
Medium
⚑ Confidentiality undertaking
12. Approval and Distribution Prepared by: Amy Chesterton Lead Associate, Bankruptcy & Restructuring Group Calderwood & Harkness LLP Reviewed and Approved by: Nathaniel Bower Responsible Partner, Bankruptcy & Restructuring Group Calderwood & Harkness LLP Distribution: • Firm Administration / New Matter Intake Department • Colette Whitman, Billing Partner, Bankruptcy & Restructuring Group • Sylvia Hartwell, Specialist