Contract analysis

I. Executive Summary This memorandum analyzes the center of main interests ("COMI") of Thalassa Shipping & Logistics Société Anonyme ("TSL"), a Greek société anonyme headquartered at 42 Akti Miaouli, Piraeus 18538, Greece, and the requirements for obtaining recognition under Chapter 15 of the United States Bankruptcy Code (11 U.S.C. §§ 1501–1532) in the event TSL were to commence insolvency proceedings in Greece unde

II. Background A. TSL Corporate and Operational Overview Thalassa Shipping & Logistics SA ("TSL") is a société anonyme organized under the laws of the Hellenic Republic (Greece), founded in 1987 by the Kostandinos family. TSL is registered with the Athens General Commercial Registry (Γ.Ε.ΜΗ.), and its corporate headquarters are located at 42 Akti Miaouli, Piraeus 18538, Greece — an address situated in the historic he

III. Chapter 15 — Legal Framework A. Statutory Overview of Chapter 15 Chapter 15 of the Bankruptcy Code (11 U.S.C. §§ 1501–1532) was enacted as part of the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 ("BAPCPA") and represents the United States' implementation of the UNCITRAL Model Law on Cross-Border Insolvency, adopted by the United Nations Commission on International Trade Law in 1997. Chapter 1

Section 1517 establishes the standards for recognition of a foreign proceeding. A court "shall" enter an order recognizing the foreign proceeding if: (i) the foreign proceeding for which recognition is sought is a "foreign proceeding" within the meaning of Section 101(23); (ii) the foreign representative applying for recognition is a person or body described in Section 101(24); (iii) the petition meets the requiremen

Section 1516(c) provides a rebuttable presumption with respect to the COMI determination: in the absence of evidence to the contrary, the debtor's registered office, or habitual residence in the case of an individual, is presumed to be the center of the debtor's main interests. This presumption places an initial burden on parties opposing recognition as a foreign main proceeding to present evidence that the debtor's

IV. COMI Analysis — Thalassa Shipping & Logistics SA A. Legal Standard for Determining COMI The term "center of main interests" is not defined in the Bankruptcy Code. It is derived from Article 16(3) of the UNCITRAL Model Law on Cross-Border Insolvency and is also a central concept in the European Union Insolvency Regulation (Regulation (EU) 2015/848, the "EU Recast Regulation"). Because the Bankruptcy Code does not

1. Registered Office. TSL is registered with the Athens General Commercial Registry (Γ.Ε.ΜΗ.) as a Greek société anonyme. Its registered office is at 42 Akti Miaouli, Piraeus 18538, Greece. Under § 1516(c), this creates a rebuttable presumption that Greece is TSL's COMI. The question is whether any evidence exists to rebut this presumption. As discussed below, no such evidence exists; rather, the additional factors s

2. Location of Headquarters and Senior Management. TSL's corporate headquarters are at 42 Akti Miaouli, Piraeus. All of TSL's C-suite officers — including the Chairman of the Board (Dimitrios Kostandinos), Vice Chairwoman (Elena Kostandinos-Pavlou), Chief Executive Officer (Georgios Andreadis), Chief Financial Officer (Irini Dalakoura), and General Counsel (Stavros Papageorgiou) — are based in Piraeus or the broader

3. Location of Primary Assets. TSL's primary assets are its fleet of fifty vessels, collectively appraised at $623 million as of November 1, 2022 (by Drakos Maritime Valuations Ltd.). Vessels are inherently mobile assets that traverse international waters and call at ports worldwide; they do not have a permanent situs in any single jurisdiction. However, several considerations point to Greece: (a) the vessel registra

4. Location of Creditors. TSL's creditors are spread across multiple jurisdictions. The Senior Secured Credit Facility agent (Nordbank International AG) is based in Zürich, Switzerland. The nine-member lender syndicate includes institutions based in Switzerland, Greece, the United Kingdom, Singapore, Germany, the United States, Canada, the United Arab Emirates, and Cyprus. The mezzanine lender (Dralvecen Mezzanine Ca

5. Location of Business Operations. TSL's core business operations — vessel chartering (time charters and voyage charters), fleet management, commercial management, and logistics coordination — are directed from the Piraeus headquarters. The Piraeus office serves as the nerve center of TSL's commercial activities, with chartering teams, operations managers, and logistics coordinators working from that location. U.S.-

6. Location of Books and Records. TSL's financial records, corporate books, and accounting records are maintained at the Piraeus headquarters. TSL's annual financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") and are audited by Grainger, Holt & Associates LLP, a London-based accounting firm with an Athens affiliate. The engagement partner, Malcolm Holt, conducts th

7. Governing Law of Principal Debt Instruments. The Senior Secured Credit Agreement dated June 15, 2019 is governed by the laws of the State of New York, which is the market-standard governing law for syndicated shipping finance facilities. The mezzanine note purchase agreement and the unsecured note indenture are also governed by New York law. TSL's organizational documents — its articles of incorporation and bylaws

8. Financial Management. TSL's group-level financial management is centralized at the Piraeus headquarters under the direction of CFO Irini Dalakoura. Treasury operations — including cash management, foreign exchange hedging, and debt service coordination — are based in Greece. TAI's VP Finance (Diana Restrepo) reports to Ms. Dalakoura in Piraeus on all material financial matters. The centralization of financial mana

V. Greek Insolvency Proceedings — Law 4738/2020 A. Overview of Greek Law 4738/2020 Law 4738/2020 (the Greek Debt Settlement & Insolvency Code, or "Πτωχευτικός Κώδικας"), enacted in October 2020 and effective as of March 1, 2021, is the primary insolvency framework in the Hellenic Republic. The law consolidated and modernized Greece's previously fragmented insolvency legislation and introduced a comprehensive set of p

VI. Effects of Chapter 15 Recognition A. Recognition as a Foreign Main Proceeding If a Greek rehabilitation proceeding for TSL is recognized as a "foreign main proceeding" under Section 1517, a series of automatic protections take effect under Section 1520(a) of the Bankruptcy Code. These protections are equivalent in scope and effect to the automatic stay that applies under Section 362 to domestic bankruptcy cases,

Section 1520(a)(1) — Stay of Actions. Sections 361 and 362 of the Bankruptcy Code apply automatically with respect to the debtor and the property of the debtor that is within the territorial jurisdiction of the United States. This stay prohibits creditors from commencing or continuing lawsuits, enforcement actions, or collection efforts against TSL or its U.S.-situs property, absent relief from stay granted by the co

Section 1520(a)(2) — Stay on Transfers and Encumbrances. Section 549 of the Bankruptcy Code applies to limit unauthorized post-petition transfers of the debtor's property within the United States. Additionally, Section 1520(a)(2) provides that the rights to transfer, encumber, or otherwise dispose of any assets of the debtor that are within the territorial jurisdiction of the United States are stayed, subject to cour

Section 1520(a)(3) — Examination Rights. The right to examine witnesses, take depositions, and obtain discovery with respect to the debtor's affairs is made available to the foreign representative under the same terms applicable to a domestic trustee. For TSL, the automatic stay would protect its U.S.-situs assets from individual creditor enforcement. TSL's principal U.S. assets include: (a) its 100% equity interest

VII. Coordination of Chapter 15 (TSL) with Chapter 11 (TAI) A. Structural Overview of Parallel Proceedings The contemplated scenario involves two concurrent formal insolvency proceedings: (1) Greek Rehabilitation Proceeding (TSL): TSL commences a rehabilitation proceeding under Law 4738/2020 before the Multi-Member First Instance Court of Piraeus, Greece. TSL's management remains in possession of the company's assets