CALDERWOOD & HARKNESS LLP
CONFIDENTIAL — ATTORNEY WORK PRODUCT
INTERNAL MEMORANDUM — CONFLICTS CLEARANCE
March 9, 2023
TO: Ian Blackwood, Partner, Banking & Finance
FROM: Stephanie Okafor, Partner, Banking & Finance Sophie Tremblay, Senior Associate, Banking & Finance
RE: Conflicts Check — Proposed Representation of Thalassa Shipping & Logistics SA in Connection with $150,000,000 Senior Secured Revolving Credit Facility Refinancing
PROPOSED MATTER NUMBER: 1044-00002
CONFIDENTIALITY NOTICE: This memorandum is prepared solely for internal use of Calderwood & Harkness LLP in connection with the firm's conflicts clearance procedures. It contains attorney work product and privileged analysis prepared under the supervision of the firm's General Counsel and Ethics Committee. This memorandum is not for distribution outside the firm. Any unauthorized disclosure, copying, or distribution of this memorandum or the information contained herein is strictly prohibited.
1. Executive Summary
Calderwood & Harkness LLP ("C&H" or the "Firm") has been asked by Thalassa Shipping & Logistics SA ("Thalassa" or "TSL"), a Société Anonyme organized under the laws of the Hellenic Republic, to serve as borrower's counsel in the negotiation and documentation of a $150,000,000 senior secured revolving credit facility (the "Proposed Facility"). The Proposed Facility is intended to refinance TSL's existing $125,000,000 revolving credit facility currently held by Harborstone National Bank and to provide an additional $25,000,000 of incremental liquidity for general corporate purposes and working capital needs. Meridian Atlantic Bank, National Association will serve as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent for the Proposed Facility, with a proposed syndicate of three additional lenders.
The proposed engagement team for this matter consists of Ian Blackwood (Responsible Partner), Stephanie Okafor (Billing Partner), Sophie Tremblay (Lead Associate), and Daniel Obi (Working Associate), all of the firm's Banking & Finance practice group. The matter would be opened under proposed matter number 1044-00002, with a target engagement letter date of March 10, 2023.
In accordance with the firm's conflicts clearance policies and procedures, as set forth in the Calderwood & Harkness LLP Conflicts and New Business Intake Manual (revised January 2023), a comprehensive conflicts check has been conducted against all identified parties, counterparties, and third-party professionals associated with the Proposed Facility. The search encompassed all active client matters, matters within the firm's three-year lookback period, adverse party records, prospective matter inquiries, and lateral hire portability screens. The analysis also included individual screens of all named principals, relationship managers, and counsel contacts, as well as personal conflict confirmations from each member of the proposed engagement team.
Based on the comprehensive conflicts search and analysis detailed below, no disqualifying conflicts of interest or material issues have been identified. The matter is cleared for opening, subject to the approval of Ian Blackwood as Responsible Partner, as required under the firm's intake procedures.
2. Description of the Proposed Matter
2.1 Client Information
Client Name: Thalassa Shipping & Logistics SA
Registered Address: 14 Akti Miaouli, Piraeus 185 35, Greece
Form of Organization: Société Anonyme (S.A.) organized under the laws of the Hellenic Republic
Greek Tax Identification Number (AFM): 094728361
GEMI Registration Number: 143209501000
TSL is a mid-market Greek shipping company engaged in the ownership, operation, and chartering of dry bulk carriers and product tankers, with a fleet of approximately twelve vessels operating primarily in intra-European, transatlantic, and Asia-Pacific trade routes. TSL was founded in 2006 by Nikolaos Karadimitriou, who continues to serve as Chairman of the Board. The company is privately held and is not listed on any securities exchange.
2.2 Nature of the Proposed Engagement
The Firm has been asked to represent TSL in its capacity as Borrower in the negotiation, documentation, and closing of a new $150,000,000 senior secured revolving credit facility governed by New York law (the "Proposed Facility"). The Proposed Facility is intended to accomplish two primary objectives:
(a) Refinance in full TSL's existing $125,000,000 revolving credit facility with Harborstone National Bank, which was established pursuant to a Credit Agreement dated November 15, 2018 (as amended by the First Amendment dated June 30, 2020 and the Second Amendment dated March 1, 2022, and as further amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"). The Existing Credit Agreement has a stated maturity date of November 15, 2023, and TSL seeks to refinance the facility in advance of maturity to secure improved pricing terms and extend the tenor of its revolving credit capacity; and
(b) Provide $25,000,000 of incremental liquidity beyond the existing facility size for general corporate purposes and working capital, including vessel maintenance, drydocking costs, and potential opportunistic vessel acquisitions.
The Proposed Facility will be arranged by Meridian Atlantic Bank, National Association, as Sole Lead Arranger and Sole Bookrunner, and will be syndicated to a group of three additional lenders: Nordkapp Maritime Finance AG, Clearwater Commercial Lending LLC, and Eastbourne Capital Partners LLP. Meridian Atlantic Bank will also serve as Administrative Agent under the new credit agreement.
2.3 Anticipated Scope of Representation
The Firm's anticipated scope of work in connection with this engagement includes the following:
(a) Review and comment on the term sheet and commitment letter issued by Meridian Atlantic Bank;
(b) Negotiation and documentation of the credit agreement governing the Proposed Facility, including all schedules and exhibits thereto, across multiple drafts with lender's counsel (Whitmore, Jennings & Alcott LLP);
(c) Review and negotiation of the security documents, including but not limited to first preferred ship mortgages on designated vessels in the TSL fleet, share pledges over the equity interests in TSL's subsidiary guarantors, general assignments of earnings, and assignments of insurances;
(d) Review of intercreditor and collateral agency arrangements with Pinnacle Trust & Agency Services Inc. as proposed Collateral Agent and Security Trustee;
(e) Coordination of closing mechanics, including payoff and discharge of the Existing Credit Agreement with Harborstone National Bank, UCC filings, and recording of vessel mortgages;
(f) Preparation and delivery of legal opinions, including a New York law enforceability opinion with respect to the credit agreement and related loan documents;
(g) Coordination with Pavlopoulos & Drakos Law Firm, Greek local counsel to TSL, on matters of Greek corporate law, maritime law, and vessel registration; and
(h) Such other ancillary matters as may arise in connection with the negotiation, documentation, and closing of the Proposed Facility.
2.4 Key Principals at Thalassa
The following individuals have been identified as the key principals and contacts at TSL for purposes of this engagement:
2.5 Proposed Engagement Letter Date
The engagement letter is proposed to be dated March 10, 2023, with the expectation that the matter will be formally opened in the Firm's systems on or before March 13, 2023, upon receipt of Ian Blackwood's approval of this conflicts clearance memorandum.
3. Identified Parties Subject to Conflicts Check
Set forth below is a comprehensive list of all parties, counterparties, and third-party professionals identified in connection with the Proposed Facility, against which the Firm's conflicts search has been conducted. The parties are organized by category and role in the transaction.
3.1 Client and Client Affiliates
Thalassa Shipping & Logistics SA — the Borrower. Société Anonyme, Hellenic Republic. Registered address: 14 Akti Miaouli, Piraeus 185 35, Greece.
The following wholly owned subsidiaries of TSL have been identified as proposed Guarantors under the Proposed Facility. Each subsidiary's equity interests will be pledged as collateral to secure the obligations under the credit agreement:
(a) Thalassa Dry Bulk Holdings Ltd. — Private limited company organized under the laws of the Republic of Cyprus. This entity serves as the holding company for TSL's dry bulk carrier fleet and is expected to guarantee TSL's obligations under the Proposed Facility.
(b) Thalassa Tanker Operations Ltd. — Private limited company organized under the laws of the Republic of the marshall Islands. This entity owns and operates TSL's product tanker vessels and is expected to guarantee TSL's obligations under the Proposed Facility.
(c) Thalassa Logistics International Ltd. — Private limited company organized under the laws of the Republic of Cyprus. This entity manages TSL's commercial chartering, freight logistics, and ship management activities and is expected to guarantee TSL's obligations under the Proposed Facility.
All three subsidiaries are wholly owned by TSL. The Firm's representation will encompass these entities in their capacity as subsidiary guarantors, and accordingly all three have been included in the conflicts search as client affiliates.
3.2 Arranging Bank / Administrative Agent
Meridian Atlantic Bank, National Association ("Meridian Atlantic" or "MAB") — National banking association organized under the laws of the United States. Principal office: 600 Lexington Avenue, 38th Floor, New York, NY 10022. Meridian Atlantic will serve as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent under the Proposed Facility. It is also expected to hold a commitment as a Lender (proposed commitment amount to be confirmed, expected to be approximately $45,000,000).
Key contacts at Meridian Atlantic:
• Marcus Whitfield, Head of Shipping Finance Division
• Catherine Hsiang, Relationship Manager, Thalassa account
Meridian Atlantic is the principal counterparty to TSL in the negotiation of the Proposed Facility and is therefore treated as the primary adverse party for conflicts analysis purposes.
3.3 Proposed Syndicate Lenders
The following institutions have been identified as proposed syndicate lenders under the Proposed Facility:
(a) Nordkapp Maritime Finance AG — Aktiengesellschaft organized under the laws of Switzerland. Registered address: Brandschenkestrasse 44, 8002 Zürich, Switzerland. Proposed commitment: $40,000,000. Key contact: Anders Dalmqvist, Managing Director, Shipping Lending.
(b) Clearwater Commercial Lending LLC — Limited liability company organized under the laws of the State of Delaware, United States. Principal office: 200 South Biscayne Boulevard, Suite 3100, Miami, FL 33131. Proposed commitment: $35,000,000. Key contact: Rosa Menendez, Senior Vice President.
(c) Eastbourne Capital Partners LLP — Limited liability partnership organized under the laws of England and Wales, United Kingdom. Registered address: 20 Moorgate, London EC2R 6DA, United Kingdom. Proposed commitment: $30,000,000. Key contact: Gavin Holt, Partner, Maritime Credit.
Each of the proposed syndicate lenders will be a party to the credit agreement on the lender side and is therefore treated as adverse to TSL for conflicts analysis purposes.
3.4 Existing Lender (Payoff Bank)
Harborstone National Bank — National banking association organized under the laws of the United States. Principal office: 350 Park Avenue, 20th Floor, New York, NY 10022. Harborstone is the Administrative Agent and sole lender under TSL's Existing Credit Agreement (the $125,000,000 revolving credit facility maturing November 15, 2023). As part of the closing of the Proposed Facility, the Existing Credit Agreement will be repaid in full and terminated, and all security interests granted in favor of Harborstone will be released and discharged.
Key contact: Philip Rennert, Director, Structured Shipping Finance.
Harborstone is not formally adverse to TSL in this transaction — it is a payoff bank whose cooperation will be required to effect the discharge of existing security interests and deliver payoff letters. However, Harborstone has been included in the conflicts search as a matter of best practice, given its financial relationship with TSL and its potential interest in the transaction.
3.5 Proposed Collateral Agent / Security Trustee
Pinnacle Trust & Agency Services Inc. — Corporation organized under the laws of the State of Delaware, United States. Principal office: One Liberty Plaza, 44th Floor, New York, NY 10006. Pinnacle Trust will serve as Collateral Agent and Security Trustee for the benefit of the Lenders under the Proposed Facility, holding security over the vessel mortgages, share pledges, and other collateral on behalf of the secured parties.
Pinnacle Trust's role is administrative and ministerial in nature. It is not a substantive counterparty to TSL and is not expected to take positions adverse to the Borrower in the negotiation of the credit agreement or security documents. Nonetheless, Pinnacle Trust has been included in the conflicts search for completeness.
3.6 Opposing and Other Counsel
(a) Whitmore, Jennings & Alcott LLP ("WJA") — Limited liability partnership organized under the laws of the State of New York. Principal office: 51 West 52nd Street, New York, NY 10019. WJA has been engaged as counsel to Meridian Atlantic Bank, N.A. (in its capacity as Arranger and Administrative Agent) and the Lenders under the Proposed Facility. WJA will be C&H's principal negotiating counterpart throughout the transaction.
Key contacts at WJA:
• Harrison Caldwell, Partner (Lead Partner)
• Priya Subramanian, Senior Associate (Lead Associate)
(b) Pavlopoulos & Drakos Law Firm ("P&D") — Partnership organized under the laws of the Hellenic Republic. Registered address: 22 Filellinon Street, Athens 105 57, Greece. P&D has been engaged as Greek local counsel to Thalassa for corporate and maritime law matters arising in connection with the Proposed Facility, including Greek corporate authorizations, vessel registration matters, and the perfection of Greek-law security interests. P&D is co-counsel to TSL and is aligned with the Firm's client; it is not adverse to TSL in any respect.
Key contact: Theodoros Pavlopoulos, Lead Partner.
3.7 Other Third-Party Professionals
The following third-party professional service providers have been identified in connection with the Proposed Facility and have been included in the conflicts search:
(a) Seastone Maritime Advisors Ltd. — Private limited company organized under the laws of England and Wales. Registered address: 55 Gracechurch Street, London EC3V 0EE, United Kingdom. Seastone will serve as independent vessel appraiser, providing fair market value appraisals of TSL's fleet vessels for purposes of loan-to-value covenant calculations. Lead Appraiser: Duncan Fairweather.
(b) Trident Marine Insurance Brokers Ltd. — Private limited company organized under the laws of England and Wales. Registered address: Lloyd's Building, One Lime Street, London EC3M 7HA, United Kingdom. Trident Marine serves as insurance broker for Thalassa's fleet and will coordinate the assignment of insurance policies as collateral under the Proposed Facility.
(c) Hawthorne & Garrett LLP — Limited liability partnership organized under the laws of the Hellenic Republic. Registered address: 130 Kifissias Avenue, Marousi, Athens 151 25, Greece. Hawthorne & Garrett serves as independent auditors of Thalassa and will provide audited financial statements required under the credit agreement's reporting covenants.
None of the foregoing third-party professionals are adverse to TSL. Their inclusion in the conflicts search is a matter of best practice and thoroughness in accordance with the Firm's conflicts policies.
4. Conflicts Search Methodology
4.1 Database and System
The conflicts search was conducted using Calderwood & Harkness LLP's firm-wide conflicts clearance system, known internally as the New Business Intake System ("NBIS"). NBIS is the Firm's centralized database of record for all client engagements, adverse party designations, prospective matter inquiries, and related conflicts data. The system is maintained by the Firm's conflicts department and is updated on a continuous basis as new matters are opened, parties are added to existing matters, and matters are closed.
4.2 Search Dates and Timing
The conflicts search was initiated on March 8, 2023 and completed on March 9, 2023. Preliminary results were reviewed on the evening of March 8, 2023, and a supplemental review of flagged entries was conducted on the morning of March 9, 2023, prior to the preparation of this memorandum.
4.3 Search Parameters
The search was conducted against the following parameters for each party identified in Section 3 above:
(a) Full legal names of all entities (including jurisdiction-specific suffixes such as "S.A.," "Ltd.," "LLC," "LLP," "AG," "N.A.," and "Inc.");
(b) Short names, trade names, and known aliases or abbreviations (e.g., "TSL," "MAB," "Meridian Atlantic," "WJA," "P&D");
(c) Names of all identified key individuals, including principals, officers, directors, relationship managers, and counsel contacts, as listed in Sections 3.1 through 3.7 and Section 6 of this memorandum;
(d) Jurisdictions of organization of each entity, to assist in distinguishing entities with similar names; and
(e) Variations and partial name searches to capture potential matches not identified through exact-name searching (e.g., "Thalassa," "Nordkapp," "Clearwater," "Eastbourne," "Harborstone," "Pinnacle Trust," "Seastone," "Trident Marine," "Hawthorne & Garrett").
4.4 Scope of Search
The search was conducted across the following categories within NBIS:
(a) Active client matters — All matters currently open in the Firm's system, across all practice groups and offices worldwide;
(b) Historical client matters (three-year lookback) — All matters opened or active within the period from March 9, 2020 through March 9, 2023, consistent with the Firm's standard lookback period for conflicts analysis under former-client conflict rules;
(c) Adverse party records — All entities and individuals designated as adverse parties in any active or historical matter within the lookback period;
(d) Prospective matter inquiries — All pending new business inquiries and preliminary conflicts checks submitted to the conflicts department within the preceding twelve months; and
(e) Lateral hire portability screens — Records of client relationships and potential conflicts disclosed by lateral hires who have joined the Firm within the preceding two years, to identify any imputed conflict risks.
4.5 Conflicts Department Personnel
The conflicts search was conducted by the Firm's conflicts department under the coordination of Rachel Ingersoll, Conflicts Analyst, and the supervision of Stephanie Okafor, Partner, Banking & Finance. Ms. Ingersoll's search results and preliminary analysis were reviewed by Ms. Okafor and Ms. Tremblay prior to finalization of this memorandum.
5. Results of Conflicts Check — Entity-by-Entity Analysis
5.1 Thalassa Shipping & Logistics SA and Affiliates
The NBIS search returned no results for Thalassa Shipping & Logistics SA, Thalassa Dry Bulk Holdings Ltd., Thalassa Tanker Operations Ltd., or Thalassa Logistics International Ltd. The Firm has no record of any prior or current engagement involving any of these entities, whether as a client, adverse party, or interested third party.
A broader search for the term "Thalassa" was conducted to identify any potential matches with entities using a similar name. The search returned one result: a 2019 real estate matter involving an unrelated entity named "Thalassa Mediterranean Properties LLC," a Delaware limited liability company engaged in residential real estate development in southern Florida. Upon review, it was confirmed that Thalassa Mediterranean Properties LLC has no ownership, corporate, or business affiliation with Thalassa Shipping & Logistics SA or any of its subsidiaries. This result is not relevant to the present conflicts analysis.
No prior representation of any entity using the "Thalassa" name in the shipping, maritime, or logistics sector was identified.
TSL is a new client of the Firm. In accordance with the Firm's new client intake procedures, standard Know Your Customer ("KYC") and Anti-Money Laundering ("AML") screening will be completed as part of the new matter intake process prior to the formal opening of the matter. This screening will include verification of TSL's corporate registration and beneficial ownership, OFAC and sanctions screening, and politically exposed persons ("PEP") checks for TSL's directors and officers.
Conclusion: No conflict identified.
5.2 Meridian Atlantic Bank, National Association
Meridian Atlantic Bank, N.A. is the adverse counterparty in the Proposed Facility, serving as Sole Lead Arranger, Sole Bookrunner, Administrative Agent, and a Lender. The conflicts analysis of this party therefore warrants particular care.
The NBIS search returned two prior matters involving Meridian Atlantic Bank:
(a) Matter No. 1044-00002 — Calderwood & Harkness represented a corporate issuer (Apex Industrial Holdings, Inc.) in connection with a $300,000,000 senior unsecured notes offering in which Meridian Atlantic Bank served as one of three joint bookrunning managers and underwriters. This matter was handled by the Firm's Capital Markets practice group (led by Partner Jonathan Mercer) and closed on or about September 15, 2020. In that representation, the Firm acted for the issuer; MAB was in an underwriter role, not in an adverse lending capacity. No confidential information concerning MAB's internal lending policies, credit underwriting standards, shipping finance practices, or similar matters was received or reviewed by the Firm in connection with that engagement.
(b) Matter No. 1044-00002 — Calderwood & Harkness represented another corporate issuer (Halcyon Biotech, Inc.) in connection with a $175,000,000 convertible notes offering in which Meridian Atlantic Bank served as sole bookrunner and initial purchaser. This matter was also handled by the Capital Markets practice group (led by Partner Elaine Chow) and closed on or about October 28, 2021. As with the prior matter, the Firm acted for the issuer, and MAB served in an underwriter/placement agent capacity. No confidential information relevant to MAB's lending business or this shipping finance transaction was obtained.
Neither of the two prior matters involved the Banking & Finance practice group, the shipping finance sector, or any subject matter substantially related to the Proposed Facility. The Firm does not currently represent Meridian Atlantic Bank in any active matter. MAB is not a current client of the Firm. There is no ongoing attorney-client relationship between C&H and MAB, no open matters, no active engagement letters, and no expectation on the part of MAB (so far as the Firm is aware) that C&H is serving as its counsel.
Under New York Rule of Professional Conduct 1.7 (Current Client Conflicts), a conflict arises when a lawyer represents a client whose interests are directly adverse to those of another current client. Because MAB is not a current client of the Firm, Rule 1.7 is not implicated. Under Rule 1.9 (Duties to Former Clients), a conflict arises when a lawyer who has formerly represented a client in a matter takes on a representation that is (i) the same or a substantially related matter and (ii) adverse to the interests of the former client, unless the former client gives informed consent. The two prior capital markets matters in which C&H represented issuers (with MAB as underwriter) are not the "same or substantially related" to the Proposed Facility: they involved entirely different clients, different subject matter (public securities offerings vs. syndicated secured lending), different practice areas, and different engagement teams. No confidential information obtained in those prior matters would be material to or usable in the Proposed Facility.
Accordingly, representation of TSL against MAB in the negotiation of the Proposed Facility does not give rise to a current-client conflict or a former-client conflict under the applicable rules.
Conclusion: No conflict identified. No consent required from Meridian Atlantic Bank or any other party.
5.3 Nordkapp Maritime Finance AG
The NBIS search returned no results for Nordkapp Maritime Finance AG. A broader search for the term "Nordkapp" was conducted and returned no results for any affiliated or similarly named entity. The Firm has no record of any prior or current engagement involving Nordkapp Maritime Finance AG in any capacity.
Conclusion: No conflict identified.
5.4 Clearwater Commercial Lending LLC
The NBIS search returned no results for Clearwater Commercial Lending LLC. However, a broader search for the term "Clearwater" returned one result: an entity named "Clearwater Realty Partners LLC," which appeared in the Firm's records in connection with a 2021 commercial real estate joint venture matter handled by the Firm's Real Estate practice group.
Upon review, it was confirmed that Clearwater Realty Partners LLC is a Delaware limited liability company engaged in commercial real estate development in the southeastern United States. It has no corporate affiliation, common ownership, shared management, or business relationship with Clearwater Commercial Lending LLC. The name overlap is coincidental, and the two entities operate in entirely different industries (real estate development vs. commercial lending). This result does not give rise to any conflict or concern.
Conclusion: No conflict identified.
5.5 Eastbourne Capital Partners LLP
The NBIS search returned no results for Eastbourne Capital Partners LLP. A broader search for the term "Eastbourne" was conducted and returned no results for any affiliated or similarly named entity. The Firm has no record of any prior or current engagement involving Eastbourne Capital Partners LLP in any capacity.
Conclusion: No conflict identified.
5.6 Harborstone National Bank
Harborstone National Bank is the existing lender under TSL's current $125,000,000 revolving credit facility. As part of the closing of the Proposed Facility, TSL's obligations under the Existing Credit Agreement will be repaid in full from the proceeds of the new facility, and the Existing Credit Agreement will be terminated. All security interests granted in favor of Harborstone (including vessel mortgages, share pledges, and assignments of earnings and insurances) will be released and discharged. Harborstone is not a formal counterparty to the Proposed Facility itself, and its role is limited to cooperating in the payoff and discharge process. Accordingly, Harborstone is not treated as substantively adverse to TSL, though its consent and cooperation will be required to effect a clean payoff and release of liens.
The NBIS search returned no results for Harborstone National Bank. The Firm has not previously represented Harborstone National Bank and does not currently represent Harborstone in any capacity. There are no active or historical matters in the Firm's system involving Harborstone as a client, adverse party, or interested third party.
Conclusion: No conflict identified.
5.7 Pinnacle Trust & Agency Services Inc.
Pinnacle Trust & Agency Services Inc. will serve as Collateral Agent and Security Trustee under the Proposed Facility. Its role is administrative and ministerial: it will hold security interests for the benefit of the Lenders, process lien perfection filings, and perform other agency functions as directed by the Administrative Agent and Required Lenders. Pinnacle Trust is not a substantive counterparty and is not expected to take positions adverse to TSL in the negotiation of the transaction documents.
The NBIS search returned several results for Pinnacle Trust & Agency Services Inc. The Firm has interacted with Pinnacle Trust as collateral agent or security trustee in approximately seven prior secured lending transactions handled by the Banking & Finance practice group between 2018 and the present. In each of those matters, Pinnacle Trust served in an agency or trustee capacity on behalf of a lender group, and the Firm represented either the borrower or a lender in the same transaction. In none of those matters did C&H represent Pinnacle Trust as a client. Pinnacle Trust has never engaged the Firm to provide legal advice, has never been a party to an engagement letter with C&H, and has never been designated as a client in the Firm's systems.
Pinnacle Trust is not a current or former client of the Firm. No attorney-client relationship, duties of loyalty, or duties of confidentiality exist between C&H and Pinnacle Trust.
Conclusion: No conflict identified.
5.8 Whitmore, Jennings & Alcott LLP
Whitmore, Jennings & Alcott LLP is counsel to Meridian Atlantic Bank (as Arranger and Administrative Agent) and the Lenders under the Proposed Facility. WJA will serve as C&H's principal negotiating counterpart throughout the documentation process. The lead WJA team consists of Harrison Caldwell (Partner) and Priya Subramanian (Senior Associate).
WJA is a law firm and is not a party to the Proposed Facility or to any of the underlying commercial arrangements. The relevant conflicts analysis focuses on whether C&H has any obligation to WJA — as a client, former client, or otherwise — that would impair the Firm's ability to negotiate vigorously and without reservation on behalf of TSL.
The NBIS search confirmed that C&H and WJA have appeared on opposite sides of numerous transactions in the ordinary course of both firms' practices, particularly in the areas of syndicated lending, acquisition finance, and structured finance. This is typical of large law firms operating in overlapping practice areas and does not give rise to any conflict or ethical concern.
C&H does not currently represent WJA in any matter and has never represented WJA as a client. No engagement letter has ever been executed between C&H and WJA. WJA has never been designated as a client in the Firm's NBIS system. There are no referral arrangements, fee-sharing agreements, co-counsel arrangements, or joint venture relationships between C&H and WJA that would create any obligation or constraint.
Conclusion: No conflict identified.
5.9 Other Third Parties
The following third-party professional service providers were included in the conflicts search for completeness:
Seastone Maritime Advisors Ltd. — The NBIS search returned no results for Seastone Maritime Advisors Ltd. The Firm has no record of any prior or current engagement involving Seastone in any capacity. Seastone is a third-party vessel appraiser retained in connection with the transaction and is not adverse to TSL.
Trident Marine Insurance Brokers Ltd. — The NBIS search returned no results for Trident Marine Insurance Brokers Ltd. The Firm has no record of any prior or current engagement involving Trident Marine in any capacity. Trident Marine is TSL's insurance broker and is aligned with the client's interests.
Hawthorne & Garrett LLP — The NBIS search returned no results for Hawthorne & Garrett LLP. The Firm has no record of any prior or current engagement involving Hawthorne & Garrett in any capacity. Hawthorne & Garrett serves as TSL's independent auditors and is a third-party professional, not a counterparty.
Pavlopoulos & Drakos Law Firm — The NBIS search returned no results for Pavlopoulos & Drakos Law Firm. The Firm has no record of any prior or current engagement involving Pavlopoulos & Drakos in any capacity. P&D will serve as Greek local counsel to TSL in this transaction and is co-counsel to C&H's client. P&D's interests are fully aligned with TSL's interests, and there is no adversity.
Conclusion: No conflict identified with respect to any of the above third-party entities.
6. Key Individual Screens
In addition to the entity-level search described in Section 5, the conflicts check was also conducted against the named individuals associated with the transaction parties. Specifically, the following individuals were screened through NBIS:
The NBIS search returned no hits against any of the above-named individuals as current or former clients of the Firm, adverse parties in any matter, or persons with whom the Firm has any other relationship that would give rise to a conflict of interest. None of these individuals have previously engaged C&H for personal legal matters, and none appear in the Firm's records in any capacity that is relevant to the conflicts analysis.
Conclusion: No conflict identified with respect to any of the above-named individuals.
7. Engagement Team Screens
In accordance with the Firm's conflicts clearance procedures, each member of the proposed engagement team has been asked to confirm, in writing, that he or she has no personal conflict of interest with any party to the Proposed Facility. Specifically, each team member has confirmed the following:
(a) Financial Interests: No member of the proposed engagement team holds any direct or indirect financial interest (including equity investments, debt instruments, or derivative positions) in Thalassa Shipping & Logistics SA, Meridian Atlantic Bank, N.A., Nordkapp Maritime Finance AG, Clearwater Commercial Lending LLC, Eastbourne Capital Partners LLP, Harborstone National Bank, Pinnacle Trust & Agency Services Inc., or any of the other entities identified in Section 3 of this memorandum.
(b) Family Relationships: No member of the proposed engagement team has any family relationship (by blood, marriage, or domestic partnership) with any director, officer, employee, or agent of any party to the transaction.
(c) Prior Employment: No member of the proposed engagement team has previously been employed by, served as counsel to, or performed legal services for any of the identified counterparties, including Meridian Atlantic Bank, N.A., Whitmore, Jennings & Alcott LLP, or any of the proposed syndicate lenders.
(d) Other Relationships: No member of the proposed engagement team has identified any other personal, professional, or social relationship with any party to the transaction that could reasonably be expected to impair his or her ability to exercise independent professional judgment on behalf of TSL.
The individual confirmations were received as follows:
• Ian Blackwood, Partner — Confirmation received March 9, 2023. No personal conflicts identified.
• Stephanie Okafor, Partner — Confirmation received March 8, 2023. No personal conflicts identified.
• Sophie Tremblay, Senior Associate — Confirmation received March 8, 2023. No personal conflicts identified.
• Daniel Obi, Associate — Confirmation received March 9, 2023. No personal conflicts identified.
Conclusion: No personal conflicts identified among the members of the proposed engagement team.
8. Ethical Rules Considered
The conflicts analysis set forth in this memorandum has been conducted with reference to the following provisions of the New York Rules of Professional Conduct, which govern the professional obligations of attorneys admitted to practice in the State of New York:
Rule 1.7 — Conflict of Interest: Current Clients. Rule 1.7(a) provides that, except as permitted by paragraph (b), a lawyer shall not represent a client if a reasonable lawyer would conclude that (1) the representation will involve the lawyer in representing differing interests, or (2) there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. As set forth in Section 5.2 above, Meridian Atlantic Bank, the principal adverse party, is not a current client of the Firm. None of the proposed syndicate lenders, the payoff bank, the collateral agent, or any other counterparty is a current client of the Firm. Accordingly, no current-client conflict arises under Rule 1.7.
Rule 1.8 — Current Clients: Specific Conflict Rules. Rule 1.8 addresses specific conflict situations, including business transactions with clients, use of client information, and limitations on aggregate settlements. None of the specific conflict scenarios enumerated in Rule 1.8 are implicated by the proposed representation.
Rule 1.9 — Duties to Former Clients. Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent confirmed in writing. As analyzed in Section 5.2, the Firm's two prior representations in which Meridian Atlantic Bank appeared as an underwriter (not as a client) do not constitute prior representations of MAB. Even if those matters were treated as former-client representations arguendo, they involved entirely different subject matter (public securities offerings), different clients, different practice groups, and different engagement teams, and are not the "same or substantially related" to the Proposed Facility. No confidential information obtained in those matters is relevant to or usable in this shipping finance transaction. Accordingly, no former-client conflict arises under Rule 1.9.
Rule 1.10 — Imputation of Conflicts. Rule 1.10(a) provides that, while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rule 1.7 or Rule 1.9. Because no individual conflict has been identified under Rules 1.7 or 1.9 — and because no member of the engagement team has previously been employed by any counterparty or adverse counsel — there is no conflict to be imputed to other members of the Firm under Rule 1.10. Additionally, no lateral hire who has joined the Firm within the relevant period has brought with him or her any client relationship or confidential information that would create an imputed conflict with respect to the parties to the Proposed Facility.
Summary of Ethical Analysis: The proposed representation of TSL as borrower's counsel in the Proposed Facility is consistent with the Firm's obligations under the New York Rules of Professional Conduct. No conflict of interest, whether current-client, former-client, or imputed, has been identified. No informed consent, waiver, or ethical screen is required to proceed with the engagement.
9. Conclusion and Recommendation
Based on the comprehensive conflicts search and analysis set forth in this memorandum, including the entity-by-entity review of all identified parties (Section 5), the individual screens of all named principals and contacts (Section 6), the engagement team personal conflict confirmations (Section 7), and the analysis under the applicable New York Rules of Professional Conduct (Section 8), we have reached the following conclusions:
(a) No conflicts of interest or potential conflicts of interest have been identified that would prevent Calderwood & Harkness LLP from representing Thalassa Shipping & Logistics SA as borrower's counsel in connection with the proposed $150,000,000 senior secured revolving credit facility refinancing.
(b) No informed consent, waiver, or ethical screen is required from any current or former client, counterparty, or other person or entity in connection with the opening of this matter.
(c) Standard new client intake procedures, including KYC/AML screening, should be completed with respect to TSL and its subsidiary guarantors prior to the formal opening of the matter.
Recommendation: The matter is cleared for opening. We recommend that Ian Blackwood approve this conflicts clearance memorandum and authorize the Firm to proceed with the following steps:
1. Execution and delivery of the engagement letter with Thalassa Shipping & Logistics SA, to be dated March 10, 2023;
2. Completion of the new matter intake process in NBIS under proposed matter number 1044-00002;
3. Completion of KYC/AML screening for TSL and its subsidiary guarantors (Thalassa Dry Bulk Holdings Ltd., Thalassa Tanker Operations Ltd., and Thalassa Logistics International Ltd.); and
4. Formal opening of the matter in the Firm's billing and timekeeping systems on or before March 13, 2023.
10. Approval
Please indicate your approval or non-approval below and return this memorandum to the Firm's conflicts department (Attention: Rachel Ingersoll, Conflicts Analyst) prior to March 13, 2023, to allow for timely opening of the matter.
APPROVAL:
APPROVED — The matter is cleared for opening. Proceed with the engagement letter, new matter intake, and KYC/AML screening as recommended.
NOT APPROVED — Additional information or analysis is required before the matter can be cleared. Please specify concerns below.
Comments (if any):
________________________________________
________________________________________
________________________________________
Ian Blackwood Partner, Banking & Finance Calderwood & Harkness LLP
Signature: ________
Date: ________
Note: This signed approval form must be returned to the Firm's conflicts department prior to the opening of the matter in NBIS. The original signed memorandum will be retained in the Firm's conflicts files for matter number 1044-00002. A copy will be provided to the engagement team for their records.
CALDERWOOD & HARKNESS LLP
425 Park Avenue, New York, NY 10022
Athens Office: 8 Vasilissis Sofias Avenue, Athens 106 74, Greece