Contract analysis

I. Executive Summary This memorandum assesses the viability of a Chapter 11 filing by Thalassa Americas Inc. ("TAI"), the wholly-owned Delaware C-Corporation subsidiary of Thalassa Shipping & Logistics Société Anonyme ("TSL"), and recommends an optimal filing venue in the event that such a filing becomes necessary. This analysis has been prepared at the request of Nathaniel Bower, Partner, Bankruptcy & Restructuring,

II. Background and Factual Context A. Corporate Structure and Business Overview Thalassa Shipping & Logistics Société Anonyme ("TSL") is a shipping and logistics company organized under the laws of the Hellenic Republic (Greece) and registered with the Athens General Commercial Registry (Γ.Ε.ΜΗ.). TSL maintains its headquarters at 42 Akti Miaouli, Piraeus 18538, Greece, in the heart of Greece's maritime commercial di

1. Senior Secured Credit Facility The Senior Secured Credit Facility (the "Credit Agreement") was entered into on June 15, 2019, with a total commitment of $685 million. Nordbank International AG serves as both Administrative Agent and Collateral Agent. The facility comprises three tranches: (a) Term Loan A: Original commitment of $400 million, amortizing with quarterly principal payments of $10 million. As of Septem

2. Mezzanine Notes The Mezzanine Notes were issued on June 15, 2019, in an original principal amount of $100 million. The notes bear interest at a rate of 11.5% per annum on a PIK toggle basis. Since the second quarter of 2022, all interest payments have been made in PIK (payment-in-kind) form, resulting in the capitalization of $12.3 million of accrued interest to the principal balance. The total outstanding amount

3. Unsecured Notes The Unsecured Notes were issued on March 1, 2020, in an aggregate principal amount of $50 million. The notes bear interest at a rate of 8.25% per annum, payable in cash semi-annually. Garrison Trust Company, located at 100 Wall Street, 16th Floor, New York, New York 10005, serves as the indenture trustee. The Unsecured Notes are identified by CUSIP 87265BAB5. The Unsecured Notes mature on March 1,

4. Intercompany Note (TAI → TSL) As noted above, TAI is the obligor under a $76.4 million subordinated intercompany promissory note payable to TSL. This note is fully subordinated to all external indebtedness of TAI. In a Chapter 11 case, the treatment of this intercompany claim — including questions of equitable subordination, recharacterization, and the potential for substantive consolidation — would require carefu

5. Trade Payables TAI and TSL have aggregate trade payables of approximately $38.7 million. The largest single trade creditor is Olympian Fuel & Supply SA, which is owed approximately $9.2 million for bunker fuel deliveries. Other significant trade creditors include port service providers, stevedoring companies, equipment lessors, and inland transportation carriers.

6. Total Indebtedness The total consolidated indebtedness of TSL and TAI across all facilities, as of September 30, 2022, is approximately $847.3 million. This figure includes the Senior Secured Credit Facility ($540 million), the Mezzanine Notes ($112.3 million), the Unsecured Notes ($50 million), the intercompany note ($76.4 million), trade payables ($38.7 million), and other miscellaneous obligations ($29.9 millio

III. Chapter 11 Eligibility Analysis Under 11 U.S.C. §109 A. Eligibility of TAI as a "Person" Under §109(a)

Section 109(a) of the Bankruptcy Code provides the threshold eligibility requirement for all debtors: "Notwithstanding any other provision of this section, only a person that resides in the United States, or has a domicile, a place of business, or property in the United States, or a municipality, may be a debtor under this title." 11 U.S.C. §109(a). The term "person" is defined broadly under §101(41) of the Bankruptc

Section 109(d) of the Bankruptcy Code provides that "[o]nly a person that may be a debtor under [§109(a)] … may be a debtor under chapter 11 of this title." 11 U.S.C. §109(d). As demonstrated in Section III.A above, TAI qualifies as a debtor under §109(a).

Section 109(d) further restricts Chapter 11 eligibility by incorporating the exclusions contained in §109(b), which excludes from eligibility as a debtor under Chapter 11 certain categories of entities, including: • A railroad, which may only be a debtor under subchapter IV of Chapter 11; • A domestic insurance company; • A bank, savings bank, cooperative bank, savings and loan association, building and loan associat

IV. Venue Analysis A. Statutory Framework — 28 U.S.C. §1408 Venue for a Chapter 11 case is governed by 28 U.S.C. §1408, which provides: "Except as provided in section 1410 of this title, a case under title 11 may be commenced in the district court for the district— (1) in which the domicile, residence, principal place of business in the United States, or principal assets in the United States, of the person or entity

Section 1408 is stated in the disjunctive, meaning that a debtor need satisfy only one of the listed bases to establish proper venue. The 180-day look-back period ensures that the debtor's connection to the chosen venue is more than transitory. Only prong (1) is relevant to this analysis. No case under title 11 is currently pending concerning TAI's affiliates, so prong (2) does not apply. We have evaluated three pote

Section 1412 provides that "[a] district court may transfer a case or proceeding under title 11 to a district court for another district, in the interest of justice or for the convenience of the parties." Courts evaluating a motion to transfer venue under §1412 consider a range of factors, including but not limited to: (i) the location of the debtor's principal operations; (ii) the location of the debtor's creditors;

V. Key Chapter 11 Parameters (Preliminary Overview) This section provides a preliminary overview of the key operational parameters that would govern TAI's Chapter 11 case. Each topic identified below will be the subject of more detailed analysis in subsequent memoranda and work product as the case preparation advances. A. Estimated Filing Entity Scope As discussed in Section III.C, the sole debtor in any Chapter 11 f

VI. Insurance Considerations TAI and TSL maintain directors' and officers' liability insurance (the "D&O Policy") through Promontory Indemnity Insurance Co. (Bermuda). The policy details are as follows: • Insurer: Promontory Indemnity Insurance Co. (Bermuda) • Aggregate Limit: $25 million • Policy Number: PII-DO-2022-08847 • Broker: Seaward & Beckett Insurance Brokers Ltd. (Ian Beckett, Senior Broker) Impact of Chapt