FR EA

Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / suspension-notice-tsl-to-abs.docx
suspension-notice-tsl-to-abs.docx
1044-00004 · 12 clauses
High · 0 Medium · 5 Standard · 2
I. Identification of Transaction and Authority Medium
⚑ Notice / time limit to track
I. Identification of Transaction and Authority This letter is delivered on behalf of Thalassa Shipping & Logistics SA, a société anonyme organized under the laws of the Hellenic Republic ("TSL" or the "Company"), and constitutes formal notice of the suspension of the proposed offering (the "Offering") of $400,000,000 in aggregate principal amount of Senior Secured Notes due 2029 (the "Notes"), bearing an indicative c
II. Background — Status of the Offering Documentation Medium
⚑ Assignment / subcontracting
II. Background — Status of the Offering Documentation The parties have been working toward the Offering since the engagement of Calderwood & Harkness LLP as issuer's counsel on June 13, 2022 (Calderwood & Harkness LLP Matter No. 1044-00004). In the intervening period, substantial progress was made in the preparation, negotiation, and near-finalization of the full suite of transaction documentation and marketing mater
III. Reasons for Suspension — Market Deterioration Standard
⚑ Commercial term
III. Reasons for Suspension — Market Deterioration At a meeting of the Board held on October 17, 2022, the Board resolved to delay the Offering following a careful and thorough determination that prevailing and projected freight market conditions render the Offering uneconomical at the indicative pricing levels previously discussed with the Initial Purchasers. Following continued monitoring of market developments dur
IV. Rating Agency Actions
IV. Rating Agency Actions Further to the market deterioration described above, the preliminary credit ratings assigned to the Notes by both rating agencies have been placed on hold: Polaris Ratings Group Ltd. Polaris Ratings Group Ltd. ("Polaris") assigned a preliminary rating of B+ with a stable outlook to the proposed Notes on August 8, 2022. Effective November 2, 2022, Polaris placed the preliminary rating on hold
V. Formal Notice of Suspension Medium
⚑ Notice / time limit to track
V. Formal Notice of Suspension In light of the foregoing, TSL hereby formally notifies ABS, as Lead Initial Purchaser, that the proposed Offering of the Notes is suspended, effective as of the date of this letter, November 14, 2022 (the "Suspension Date"). The suspension applies to all activities related to the Offering, including but not limited to the following: (a) all marketing activities, including any investor
VI. Use of Proceeds — Confirmation That No Proceeds Have Been Received
VI. Use of Proceeds — Confirmation That No Proceeds Have Been Received TSL confirms, for the avoidance of doubt, that: (a) No Notes have been issued by the Co-Issuers; (b) No proceeds have been received by the Co-Issuers or any Guarantor Subsidiary in connection with the Offering; (c) No commitments to purchase the Notes have been made by any investor, the Initial Purchasers, or any other party; and (d) No funds have
VII. Status of Transaction Documents
VII. Status of Transaction Documents TSL confirms that no transaction documents in connection with the Offering have been executed. All documents, including the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Intercreditor Agreement, the Security Documents, and all ancillary instruments and agreements, remain in near-final draft form. The assembled signature page package, which was collated
VIII. Reservation of Rights — Reactivation
VIII. Reservation of Rights — Reactivation TSL expressly reserves the right, at its sole and absolute discretion, to reactivate the Offering at any time upon improvement in freight market conditions or upon such other date as the Board may determine. In the event of a reactivation of the Offering, TSL acknowledges that the following steps will be required, among others, before the Offering may proceed: (a) Updated Fi
IX. No Termination of Engagement / Advisor Relationships
IX. No Termination of Engagement / Advisor Relationships For the avoidance of doubt, this suspension notice does not constitute, and shall not be construed as, a termination of the engagement of ABS or HPI as Initial Purchasers for the Offering, nor as a termination of any advisor engagement in connection with the Offering. Specifically, the engagements and mandates of each of the following parties remain in full for
X. Confidentiality Medium
⚑ Confidentiality undertaking
X. Confidentiality TSL reminds ABS and all recipients of this letter of their continuing obligations of confidentiality with respect to all non-public information regarding TSL, its subsidiaries, the Offering, and the transaction documentation, in each case as set forth in the applicable engagement letters, mandate letters, confidentiality agreements, and other agreements between the parties. These confidentiality ob
XI. Governing Law Medium
⚑ Forum / governing law
XI. Governing Law This notice, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the Republic of Singapore, consistent with the governing law of the Indenture and the other principal transaction documents contemplated in connection with the Offering.
XII. Closing Standard
⚑ Commercial term
XII. Closing TSL wishes to express its sincere appreciation for the significant efforts of ABS, HPI, and all parties and advisors who have contributed to the preparation and advancement of the Offering over the past several months. The work product developed in connection with the Offering is of a high quality and represents a substantial foundation upon which the Offering may be built when market conditions permit a