CALDERWOOD & HARKNESS LLP
CONFIDENTIAL
NEW MATTER INTAKE MEMORANDUM
Date: March 13, 2023
Matter Number: 1044-00002
Practice Group: Banking & Finance
Office: New York / Athens
Section 1: Matter Information
1.1 Matter Description
Matter Name: Thalassa Shipping & Logistics SA — Senior Secured Revolving Credit Facility Refinancing
Matter Number: 1044-00002
Date Opened: March 13, 2023
Engagement Letter Date: March 10, 2023
Engagement Type: Transactional — Borrower-side representation in the negotiation and documentation of a $150,000,000 senior secured revolving credit facility (the "Facility"). This engagement encompasses the full scope of transactional counsel services to the borrower, Thalassa Shipping & Logistics SA, a Société Anonyme organized under the laws of the Hellenic Republic, in connection with the refinancing of an existing revolving credit facility and the establishment of incremental borrowing capacity, as more fully described in Section 3 of this memorandum.
Governing Law of Transaction: New York. The credit agreement, guarantees, and certain related security documents are expected to be governed by the laws of the State of New York. Certain ancillary documents, including ship mortgages and corporate authorization documents, may be governed by the laws of the relevant flag state or jurisdiction of organization of the applicable subsidiary guarantors.
Anticipated Duration: Through closing, estimated Q2/Q3 2023. The existing credit facility matures on November 15, 2023, which serves as the outer deadline for completion of the refinancing. The engagement team anticipates that the transaction will close no later than the end of Q3 2023, subject to the pace of credit agreement negotiations, completion of syndication, and satisfaction of customary conditions precedent.
1.2 Responsible Attorneys
The following attorneys have been assigned to this matter and are authorized to perform work and record time against matter number 1044-00002:
Responsible Partner: Ian Blackwood, Partner, Banking & Finance (New York). Mr. Blackwood will serve as the engagement partner with primary client relationship responsibility and will oversee the strategic direction of the representation throughout the transaction. Mr. Blackwood has extensive experience in cross-border shipping finance transactions and has previously represented borrowers and lenders in connection with senior secured credit facilities in the maritime sector.
Billing Partner: Stephanie Okafor, Partner, Banking & Finance (New York). Ms. Okafor will serve as the billing partner for this engagement and will be responsible for monitoring fee cap compliance, approving monthly invoices, and ensuring that billing arrangements conform to the terms of the engagement letter dated March 10, 2023. Ms. Okafor will also contribute substantively to the negotiation and documentation of the credit agreement and related security documents.
Lead Associate: Sophie Tremblay, Senior Associate, Banking & Finance (New York). Ms. Tremblay will serve as the day-to-day lead associate on this matter, responsible for drafting, reviewing, and marking up the credit agreement and ancillary documentation, coordinating with lender's counsel, managing the closing process, and serving as the primary point of contact for the client's General Counsel on documentation matters.
Working Associate: Daniel Obi, Associate, Banking & Finance (New York). Mr. Obi will support Ms. Tremblay in the preparation and review of transactional documents, the preparation of closing deliverables, due diligence review, and research on specific legal issues as they arise during the course of the engagement.
Additional attorneys may be staffed on this matter as the transaction progresses, subject to approval by Mr. Blackwood and in accordance with the fee cap and billing arrangements described below.
1.3 Billing Arrangements
The fee structure for this engagement was established in the engagement letter dated March 10, 2023, executed by Aris Komnenidis, General Counsel of Thalassa Shipping & Logistics SA, and Ian Blackwood, Partner, Calderwood & Harkness LLP. The material terms of the billing arrangements are as follows:
Fee Structure: Blended hourly rates, as set forth below:
These rates are fixed for the duration of this engagement and will not be subject to the firm's standard annual rate increases unless the engagement extends beyond December 31, 2023, in which case updated rates will be communicated to the client in advance and documented in a supplemental engagement letter.
Fee Cap: $650,000 (exclusive of disbursements). The fee cap applies to all professional fees incurred by Calderwood & Harkness LLP in connection with this matter through closing. In the event that the transaction does not close or is terminated prior to closing, the fee cap will apply to all professional fees incurred through the date of termination. The fee cap does not include disbursements or fees of local counsel engaged by the firm on behalf of the client. Monitoring of the fee cap will be the responsibility of the billing partner, Ms. Okafor, with monthly reporting to the client.
Retainer: $75,000, to be received from the client by wire transfer; expected receipt date March 15, 2023. Upon receipt, the retainer will be deposited into the firm's trust account and held in accordance with the firm's standard trust accounting procedures and the applicable rules of the New York Rules of Professional Conduct. The retainer will be applied against the final invoice(s) for this matter at or following closing, or returned to the client to the extent not earned in the event of termination of the engagement.
Billing Frequency: Monthly. Invoices will be prepared and issued by the fifteenth (15th) business day of each calendar month for work performed during the preceding calendar month. Payment is due within thirty (30) days of invoice date, as specified in the engagement letter.
Disbursements: Billed at cost. Disbursements include, but are not limited to, filing fees, courier and delivery charges, travel expenses (if applicable), database and research charges, and photocopying costs. Disbursements are not subject to the fee cap and will be invoiced separately on each monthly statement.
Section 2: Client Information
2.1 Client Entity Details
Full Legal Name: Thalassa Shipping & Logistics SA
Short Name / Common Reference: Thalassa; TSL
Entity Type: Société Anonyme (Ανώνυμη Εταιρεία) organized and existing under the laws of the Hellenic Republic. Thalassa Shipping & Logistics SA is a private Greek corporation operating in the international maritime shipping and logistics sectors.
Jurisdiction of Organization: Greece
Registered Office: 14 Akti Miaouli, Piraeus 185 35, Greece
Headquarters: 14 Akti Miaouli, Piraeus 185 35, Greece. The client's principal offices are located in Piraeus, the traditional center of the Greek shipping industry. The headquarters serve as the base of operations for the client's fleet management, chartering, and corporate functions.
Greek Tax Identification Number (AFM): 094728361
GEMI Registration Number: 143209501000. GEMI (General Electronic Commercial Registry / Γενικό Εμπορικό Μητρώο) is the official commercial registry of the Hellenic Republic. The client's current GEMI registration has been verified as of the date of this memorandum.
Ownership: Privately held. Thalassa Shipping & Logistics SA does not have any securities listed on any stock exchange or other public trading venue. The company's shares are held by its founder, Nikolaos Karadimitriou, and members of his family, either directly or through family holding entities. A complete beneficial ownership analysis is addressed in Section 4.2 below.
Independent Auditors: Hawthorne & Garrett LLP, 130 Kifissias Avenue, Marousi, Athens 151 25, Greece. Hawthorne & Garrett is an international accounting firm that has served as TSL's independent auditors for the past seven fiscal years. The most recent audited financial statements are for the fiscal year ended December 31, 2022.
2.2 Principal Business Description
Thalassa Shipping & Logistics SA is the owner and operator of a diversified fleet of forty (40) vessels, consisting of twenty-eight (28) dry bulk carriers and twelve (12) tankers. The fleet operates across a range of vessel sizes, including Capesize, Panamax, and Supramax classes in the dry bulk segment, and Aframax and MR (Medium Range) classes in the tanker segment. The vessels are flagged in various jurisdictions, including Greece, the Republic of the marshall Islands, and Liberia, and are classed with recognized classification societies.
In addition to vessel ownership and operation, TSL provides integrated maritime logistics services, including voyage and time chartering, cargo logistics management, and commercial fleet management. The company's primary trading routes span the Mediterranean basin, the Black Sea, and transatlantic corridors, with supplementary exposure to certain inter-Pacific and Middle East Gulf trade lanes.
The company's financial profile, based on audited results for the fiscal year ended December 31, 2022 and management representations, is summarized as follows:
• Revenue (FY2022): Approximately $620,000,000
• EBITDA (FY2022): Approximately $145,000,000
• Total Fleet Value (as appraised, Q1 2023): Approximately $1.2 billion
The FY2022 financial results reflect a favorable dry bulk and tanker rate environment. The Q1 2023 fleet appraisal was conducted by Seastone Maritime Advisors Ltd. (as described in Section 3.2 below) and will be updated or confirmed as part of the conditions precedent to closing of the Facility.
2.3 Key Client Contacts
The following individuals have been identified as the principal client contacts for purposes of this engagement:
Nikolaos Karadimitriou — Founder & Chairman. Mr. Karadimitriou is the founder and controlling shareholder of Thalassa Shipping & Logistics SA. He has served as Chairman of the Board of Directors since the company's inception. While Mr. Karadimitriou will not be involved in the day-to-day management of this engagement, he may participate in key strategic discussions and is expected to be a signatory to certain transaction documents.
Elena Vassiliou — Chief Executive Officer. Ms. Vassiliou serves as CEO and is responsible for the overall management and strategic direction of TSL. She is expected to be involved in discussions regarding the commercial terms of the Facility and may participate in negotiations with the arranging bank and syndicate lenders as necessary.
Dimitrios Pantazis — Chief Financial Officer. Mr. Pantazis oversees the company's financial operations, treasury management, and banking relationships. He will serve as the primary contact on financial and economic terms of the Facility, including interest rate, fees, financial covenants, and compliance reporting requirements.
Aris Komnenidis — General Counsel. Mr. Komnenidis serves as the company's in-house General Counsel and is the primary legal contact for this engagement. All substantive legal communications, draft documents, and legal memoranda should be directed to Mr. Komnenidis in the first instance. Mr. Komnenidis will coordinate internally with other members of the TSL team and with Pavlopoulos & Drakos, the company's Greek local counsel.
2.4 Client Subsidiaries / Affiliates Relevant to the Matter
The following subsidiary entities of TSL are relevant to the Facility and are expected to serve as proposed Guarantors under the credit agreement. The engagement team will need to review the organizational documents, authorization requirements, and legal capacity of each entity in coordination with applicable local counsel.
Thalassa Dry Bulk Holdings Ltd. — A private limited company organized and existing under the laws of the Republic of Cyprus. Thalassa Dry Bulk Holdings Ltd. serves as the intermediate holding company for TSL's dry bulk fleet, holding the shares of individual vessel-owning subsidiaries. The entity is proposed to serve as a Guarantor under the Facility, and its shares may be pledged as part of the collateral package.
Thalassa Tanker Operations Ltd. — A private limited company organized and existing under the laws of the Republic of the marshall Islands. Thalassa Tanker Operations Ltd. is the operating subsidiary for TSL's tanker fleet, responsible for the commercial and technical management of the twelve tanker vessels. This entity is proposed to serve as a Guarantor under the Facility.
Thalassa Logistics International Ltd. — A private limited company organized and existing under the laws of the Republic of Cyprus. Thalassa Logistics International Ltd. operates the integrated logistics and chartering business of the TSL group, including voyage chartering, time chartering, and cargo logistics management services. This entity is proposed to serve as a Guarantor under the Facility.
Additional vessel-owning subsidiaries beneath the holding company level may be identified during the course of due diligence as parties to or otherwise relevant to the security arrangements for the Facility. The engagement team will work with the client's General Counsel and local counsel to map the complete organizational structure and identify all entities that may be required to provide guarantees or grant security interests.
Section 3: Transaction Summary
3.1 Overview
Calderwood & Harkness LLP has been engaged to represent Thalassa Shipping & Logistics SA ("TSL" or the "Borrower") in connection with the negotiation and documentation of a $150,000,000 senior secured revolving credit facility (the "Facility"). The transaction is a refinancing of TSL's existing borrowing arrangements combined with an increase in available revolving capacity.
Purpose. The Facility will serve the following purposes:
(a) Refinancing. Refinance in full the existing $125,000,000 revolving credit facility currently maintained by TSL with Harborstone National Bank, as borrower, pursuant to that certain Credit Agreement dated as of November 15, 2018 (as amended by the First Amendment to Credit Agreement dated as of June 30, 2020, and as further amended by the Second Amendment to Credit Agreement dated as of March 1, 2022, the "Existing Credit Agreement"). The Existing Credit Agreement matures on November 15, 2023, and the refinancing is intended to be completed well in advance of such maturity date.
(b) Incremental Capacity. Provide approximately $25,000,000 of incremental revolving borrowing capacity beyond the commitments available under the Existing Credit Agreement, to be used for general corporate purposes and working capital needs of TSL and its subsidiaries.
Structure. The Facility is expected to be structured as a senior secured revolving credit facility with the following key structural features:
• Aggregate Commitments: $150,000,000
• Revolving Loans: Available on a revolving basis during the availability period
• Letter of Credit Sublimit: $20,000,000
• Swingline Loan Sublimit: $15,000,000
• Proposed Maturity: Five (5) years from closing
• Proposed Interest Rate: Term SOFR plus an applicable margin ranging from 225 to 325 basis points, determined based on a leverage ratio pricing grid. The specific benchmark rate provisions, including SOFR conventions, lookback periods, and fallback language, will be negotiated as part of the credit agreement documentation.
Security. The Facility will be secured by a first-priority lien on substantially all assets of the Borrower and the Guarantors, including but not limited to:
• First-priority ship mortgages on designated vessels in the fleet (the specific vessels to be designated in the credit agreement or a collateral vessel schedule)
• Pledges of the equity interests in each Guarantor subsidiary
• Assignments of earnings (including charter hire, freight, and other contract revenues) with respect to the mortgaged vessels
• Assignments of insurances with respect to the mortgaged vessels
• Pledges of designated deposit accounts
The collateral package will be subject to negotiation and finalized in connection with the credit agreement and related security documents. The engagement team will coordinate with Greek local counsel (Pavlopoulos & Drakos) on the perfection and enforcement of security interests under Greek law and with the client's General Counsel regarding security interests governed by the laws of the Republic of the marshall Islands, Cyprus, and other relevant jurisdictions.
Guarantees. The obligations of the Borrower under the Facility will be guaranteed by each of the following subsidiary entities of TSL (collectively, the "Guarantors"):
• Thalassa Dry Bulk Holdings Ltd. (Cyprus)
• Thalassa Tanker Operations Ltd. (Republic of the marshall Islands)
• Thalassa Logistics International Ltd. (Cyprus)
Additional subsidiaries may be required to become Guarantors as a condition to closing or as a post-closing covenant, depending on the outcome of credit agreement negotiations and the lenders' collateral requirements.
3.2 Key Counterparties and Other Parties
Arranging Bank / Administrative Agent
Meridian Atlantic Bank, National Association — A national banking association organized and existing under the laws of the United States of America. Meridian Atlantic's principal offices for purposes of this transaction are located at 600 Lexington Avenue, 38th Floor, New York, NY 10022.
Meridian Atlantic will serve in the following capacities in connection with the Facility:
• Sole Lead Arranger — Meridian Atlantic has been mandated as the sole lead arranger for the Facility, responsible for structuring the transaction and arranging the syndicate of lenders.
• Sole Bookrunner — Meridian Atlantic will serve as sole bookrunner for the syndication of commitments under the Facility.
• Administrative Agent — Meridian Atlantic will serve as administrative agent under the credit agreement, acting as the intermediary between the Borrower and the syndicate lenders for purposes of loan administration, payment distribution, notice dissemination, and related agency functions.
Meridian Atlantic's mandate was formalized pursuant to a Mandate and Fee Letter dated February 14, 2023 (the "Mandate Letter"), executed by TSL and Meridian Atlantic. The Mandate Letter sets forth the material terms of the arrangement, including the arranger's fee, upfront fees, and the proposed structure of the Facility. Calderwood & Harkness's engagement team has reviewed the Mandate Letter in connection with the commencement of this engagement.
Key Contacts at Meridian Atlantic:
• Marcus Whitfield, Head, Shipping Finance Division
• Catherine Hsiang, Relationship Manager, Shipping Finance Division
Proposed Syndicate Lenders
The syndicate for the Facility is expected to consist of four (4) lenders, including Meridian Atlantic in its retained capacity. The following institutions have been identified as proposed syndicate participants as of the date of this memorandum:
1. Nordkapp Maritime Finance AG
• Entity Type: Aktiengesellschaft organized under the laws of Switzerland
• Address: Brandschenkestrasse 44, 8002 Zürich, Switzerland
• Proposed Commitment: $40,000,000
• Key Contact: Anders Dalmqvist, Managing Director
Nordkapp Maritime Finance AG is a specialized maritime lending institution with significant experience in ship finance across the dry bulk and tanker sectors. The firm operates primarily in the European shipping finance market and has been identified by Meridian Atlantic as a natural syndicate partner for this transaction.
2. Clearwater Commercial Lending LLC
• Entity Type: Limited liability company organized under the laws of the State of Delaware
• Address: 200 South Biscayne Boulevard, Suite 3100, Miami, FL 33131
• Proposed Commitment: $35,000,000
• Key Contact: Rosa Menendez, Senior Vice President
Clearwater Commercial Lending LLC is a diversified commercial lending platform with an active shipping and transportation finance practice. Clearwater has participated as a syndicate lender in multiple shipping credit facilities and is expected to hold its commitment for the term of the Facility.
3. Eastbourne Capital Partners LLP
• Entity Type: Limited liability partnership organized under the laws of England and Wales
• Address: 20 Moorgate, London EC2R 6DA, United Kingdom
• Proposed Commitment: $30,000,000
• Key Contact: Gavin Holt, Partner
Eastbourne Capital Partners LLP is a London-based alternative credit fund with a dedicated maritime and trade finance strategy. Eastbourne has participated in a number of European and cross-border shipping finance transactions and brings institutional investor capital to the syndicate.
4. Meridian Atlantic Bank, N.A. (Retained Commitment)
• Retained Commitment: $45,000,000
Meridian Atlantic, in addition to its roles as arranger, bookrunner, and administrative agent, will retain a $45,000,000 commitment under the Facility, making it the largest single lender in the syndicate.
Total Commitments Summary:
The syndication process is being led by Meridian Atlantic, and the final allocation of commitments may be subject to adjustment based on lender appetite and syndication dynamics. Any material changes to the syndicate composition will be reflected in updated conflict clearance submissions as necessary.
Existing Lender (Payoff Bank)
Harborstone National Bank — A national banking association organized and existing under the laws of the United States of America, with offices at 350 Park Avenue, 20th Floor, New York, NY 10022. Harborstone is the sole lender under the Existing Credit Agreement. The proceeds of the initial borrowings under the Facility will be used to repay in full all outstanding obligations under the Existing Credit Agreement, and all liens securing the Existing Credit Agreement will be released at closing. The engagement team will need to coordinate with Harborstone on payoff calculations, lien releases, and mortgage discharges.
Key Contact: Philip Rennert, Director, Structured Shipping Finance
Proposed Collateral Agent
Pinnacle Trust & Agency Services Inc. — A corporation organized and existing under the laws of the State of Delaware, with offices at One Liberty Plaza, 44th Floor, New York, NY 10006. Pinnacle will serve as the collateral agent under the security documents, holding security interests on behalf of the secured parties and administering the collateral in accordance with the terms of the intercreditor and security arrangements.
Lender's Counsel. Whitmore, Jennings & Alcott LLP — 51 West 52nd Street, New York, NY 10019. Whitmore, Jennings & Alcott has been retained by Meridian Atlantic as lender's counsel for the transaction. The firm will be responsible for preparing the initial drafts of the credit agreement and related documentation, and the engagement team at Calderwood & Harkness will be negotiating against their drafts on behalf of the Borrower.
• Lead Partner: Harrison Caldwell
• Lead Associate: Priya Subramanian
Greek Local Counsel (to Borrower)
Pavlopoulos & Drakos Law Firm — 22 Filellinon Street, Athens 105 57, Greece. Pavlopoulos & Drakos has been retained by TSL to serve as Greek local counsel in connection with this transaction. Their engagement encompasses advice on Greek corporate law matters, corporate capacity and authorization issues, maritime law considerations, and the preparation and delivery of Greek-law legal opinions in connection with the closing of the Facility.
• Lead Partner: Theodoros Pavlopoulos
Calderwood & Harkness's Athens office will serve as the primary coordination point between the New York engagement team and Pavlopoulos & Drakos. Fees and disbursements of Pavlopoulos & Drakos will be billed directly to TSL and are not included within the Calderwood & Harkness fee cap.
Independent Vessel Appraiser
Seastone Maritime Advisors Ltd. — 55 Gracechurch Street, London EC3V 0EE, United Kingdom. Seastone has been engaged to provide independent vessel appraisals of the TSL fleet in connection with the collateral valuation requirements of the Facility. Vessel appraisals will be required as a condition precedent to closing and on a periodic basis during the term of the Facility for purposes of collateral coverage ratio compliance.
• Lead Appraiser: Duncan Fairweather
Insurance Broker. Trident Marine Insurance Brokers Ltd. — Lloyd's Building, One Lime Street, London EC3M 7HA, United Kingdom. Trident serves as TSL's marine insurance broker and will be responsible for coordinating the provision of insurance evidence and loss payee/additional insured endorsements as required under the security documents and the credit agreement.
Section 4: KYC / AML Compliance Review
This Section 4 sets forth the results of the Know Your Client ("KYC") and Anti-Money Laundering ("AML") compliance review conducted by the firm in connection with the opening of this matter, in accordance with Calderwood & Harkness LLP's internal KYC/AML policies and procedures and applicable regulatory requirements, including the Bank Secrecy Act, the USA PATRIOT Act, and applicable guidance from the Financial Action Task Force ("FATF").
4.1 Client Identification
The client entity has been identified and verified as follows:
• Entity Type: Société Anonyme (Ανώνυμη Εταιρεία) organized under the laws of the Hellenic Republic
• Greek Tax Identification Number (AFM): 094728361
• GEMI Registration Number: 143209501000
• Registered Office: 14 Akti Miaouli, Piraeus 185 35, Greece
• Headquarters: 14 Akti Miaouli, Piraeus 185 35, Greece
• Ownership Status: Privately held; no securities listed on any stock exchange or public trading venue
Entity identification has been confirmed through review of the following documents, copies of which are maintained on file:
(a) GEMI extract and registration certificate for Thalassa Shipping & Logistics SA;
(b) Articles of Incorporation and current restated Articles of Association (Καταστατικό);
(c) Certificate of tax registration issued by the Greek tax authorities reflecting AFM 094728361; and
(d) Board of Directors resolution authorizing the engagement of Calderwood & Harkness LLP and designating Aris Komnenidis as the authorized contact for purposes of this engagement.
4.2 Beneficial Ownership
The beneficial ownership of Thalassa Shipping & Logistics SA has been analyzed in accordance with the firm's KYC policy for privately held foreign entities, which requires identification of all natural persons who directly or indirectly hold or control twenty-five percent (25%) or more of the equity interests or voting rights of the client entity.
Founder and Chairman: Nikolaos Karadimitriou has been identified as the controlling beneficial owner of TSL. Mr. Karadimitriou holds, directly and through family holding entities, a majority of the outstanding shares of the company. Identification documents for Mr. Karadimitriou (passport and proof of address) are on file with the firm's compliance department.
A complete beneficial ownership questionnaire has been submitted by the client and is being reviewed by the firm's KYC compliance team. Given that TSL is a Greek-organized company with subsidiary entities in Cyprus and the Republic of the marshall Islands, the firm's enhanced due diligence protocols for multi-jurisdictional corporate structures have been activated. These protocols require the engagement team to:
(a) Obtain and review organizational charts reflecting the complete corporate structure of TSL and its relevant subsidiaries;
(b) Verify the identity of all natural persons exercising ultimate effective control over the client and each relevant subsidiary;
(c) Assess whether any features of the multi-jurisdictional structure present elevated risk factors warranting additional scrutiny; and
(d) Document the results of the enhanced due diligence review in the matter file.
The enhanced due diligence review is expected to be completed within fifteen (15) business days of the date of this memorandum. Any findings requiring escalation will be referred to the firm's General Counsel in accordance with standard procedures.
4.3 Sanctions / Watchlist Screening
Comprehensive sanctions and watchlist screening has been conducted as of March 13, 2023, covering the following databases and sanctions programs:
• United States Department of the Treasury, Office of Foreign Assets Control ("OFAC") — Specially Designated Nationals and blocked Persons List ("SDN List")
• European Union Consolidated List of persons, groups, and entities subject to EU financial sanctions
• United Nations Security Council Consolidated List
The following persons and entities were screened:
Client and Principals:
• Thalassa Shipping & Logistics SA (the client entity)
• Nikolaos Karadimitriou (Founder & Chairman)
• Elena Vassiliou (CEO)
• Dimitrios Pantazis (CFO)
• Aris Komnenidis (General Counsel)
Subsidiary Entities:
• Thalassa Dry Bulk Holdings Ltd. (Cyprus)
• Thalassa Tanker Operations Ltd. (Republic of the marshall Islands)
• Thalassa Logistics International Ltd. (Cyprus)
Key Counterparties:
• Meridian Atlantic Bank, National Association
• Nordkapp Maritime Finance AG
• Clearwater Commercial Lending LLC
• Eastbourne Capital Partners LLP
• Harborstone National Bank
Results: No matches or potential matches were identified as of March 13, 2023, with respect to any of the foregoing persons or entities on any of the screened lists.
Shipping-Specific Sanctions Risk Assessment: Given the nature of TSL's business in the maritime industry, a supplemental shipping-specific sanctions risk assessment was conducted. This assessment evaluated the following factors:
(a) Vessel Flag States: The TSL fleet includes vessels flagged in Greece, the Republic of the marshall Islands, and Liberia. None of these jurisdictions are subject to comprehensive sanctions programs or identified as flags of concern for sanctions evasion purposes.
(b) Trading Routes: TSL's primary trading routes include the Mediterranean, the Black Sea, and transatlantic corridors. The Black Sea route warrants monitoring given the ongoing Russia/Ukraine conflict and associated sanctions programs. The engagement team notes that TSL has represented that it does not currently engage in trade with Russian ports or with counterparties subject to sanctions, and that its Black Sea operations are focused on non-sanctioned trade routes (principally Turkey, Romania, and Bulgaria). This representation will be confirmed as part of the ongoing due diligence process.
(c) Counterparty Charter Relationships: A review of TSL's major charter counterparties was conducted at a high level. No sanctioned parties or entities owned or controlled by sanctioned parties were identified among TSL's reported charter counterparties. A more detailed review of individual charter agreements may be undertaken as part of the lender due diligence process.
4.4 PEP (Politically Exposed Persons) Check
Standard Politically Exposed Persons ("PEP") screening has been completed for the following individuals:
• Nikolaos Karadimitriou (Founder & Chairman)
• Elena Vassiliou (CEO)
• Dimitrios Pantazis (CFO)
• Aris Komnenidis (General Counsel)
The screening was conducted against international PEP databases maintained by the firm's third-party compliance screening provider. No PEP flags were identified for any of the screened individuals. None of the foregoing persons currently holds, or has recently held, a prominent public function in any jurisdiction, and none has been identified as a close associate or family member of a PEP within the meaning of applicable anti-money laundering regulations.
4.5 Risk Classification
Based on the totality of the KYC/AML review described in this Section 4, the following risk classification has been assigned: