1044-00002 · Client 1044 · Post-Withdrawal Advisory

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Counsellors at Law

425 Park Avenue New York, NY 10022

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

August 7, 2023

BY EMAIL AND INTERNATIONAL COURIER

Reference: Matter No. 1044-00002; Thalassa Shipping & Logistics SA — $150,000,000 Senior Secured Revolving Credit Facility Refinancing

Ms. Elena Vassiliou Chief Executive Officer Thalassa Shipping & Logistics SA 14 Akti Miaouli Piraeus 185 35 Greece

cc: Nikolaos Karadimitriou, Founder & Chairman Dimitrios Pantazis, Chief Financial Officer Aris Komnenidis, General Counsel

Dear Ms. Vassiliou:

I. Introduction and Purpose

I am writing on behalf of Calderwood & Harkness LLP ("C&H") to provide you and the Thalassa Shipping & Logistics SA ("TSL" or the "Company") management team with a comprehensive summary of the outreach efforts we have conducted since July 24, 2023 to identify a replacement lead arranger, sole bookrunner, and administrative agent for the proposed $150,000,000 Senior Secured Revolving Credit Facility (the "Proposed Facility" or the "Transaction"). As you are aware, this outreach became necessary following Meridian Atlantic Bank, National Association's ("Meridian Atlantic") withdrawal from the mandate.

On July 18, 2023, Meridian Atlantic publicly announced its strategic decision to exit shipping and maritime finance globally, effective immediately with respect to new commitments and pipeline transactions. The following day, July 19, 2023, Meridian Atlantic delivered formal written notification to TSL confirming that it would not proceed to signing of the credit agreement for the Proposed Facility and that its commitment letter dated May 12, 2023 would be terminated in accordance with its terms. In our memorandum dated July 24, 2023 (the "July 24 Memorandum"), we analyzed the legal and practical implications of Meridian Atlantic's withdrawal and identified several recommended courses of action, chief among them the immediate identification and engagement of a replacement lead arranger capable of assuming Meridian Atlantic's role and commitment on a timeline compatible with TSL's refinancing needs.

In coordination with Mr. Dimitrios Pantazis and Mr. Aris Komnenidis, C&H contacted four financial institutions as potential replacement arrangers during the period from July 24 through August 7, 2023. The purpose of this letter is to report the results of that outreach in full, to assess the implications of those results for the Transaction and for TSL's broader financing position, and to set forth our recommendations regarding next steps.

II. Background and Transaction Context

Before summarizing the institution-by-institution outreach, it is useful to restate the key parameters of the Transaction and the circumstances giving rise to the current situation.

A. The Proposed Facility

The Proposed Facility consists of a $150,000,000 senior secured revolving credit facility intended to accomplish two objectives: first, to refinance in full TSL's existing $125,000,000 revolving credit facility with Harborstone National Bank ("Harborstone"), which was established pursuant to a Credit Agreement dated November 15, 2018, as amended by a First Amendment dated June 30, 2020 and a Second Amendment dated March 1, 2022 (collectively, the "Existing Harborstone RCF"); and second, to provide $25,000,000 of incremental liquidity for general corporate purposes and working capital needs. The Existing Harborstone RCF matures on November 15, 2023.

B. Meridian Atlantic's Role and the Syndicate Structure

Under the mandate as it existed prior to Meridian Atlantic's withdrawal, Meridian Atlantic was to serve as sole lead arranger, sole bookrunner, and administrative agent for the Proposed Facility, with a retained commitment of $45,000,000. The remaining $105,000,000 of commitments had been allocated among three syndicate lenders, each of which had confirmed its commitment on July 14, 2023, as follows:

Together with Meridian Atlantic's $45,000,000 retained commitment, total commitments aggregated to $150,000,000, representing the full amount of the Proposed Facility.

C. Stage of Transaction at Withdrawal

At the time of Meridian Atlantic's withdrawal, the Transaction was at an advanced stage. The credit agreement had been negotiated to a near-final form, with a clean draft circulated on July 3, 2023 reflecting the agreed commercial, financial covenant, and security package terms. A comprehensive closing checklist had been prepared and was substantially complete. On July 10, 2023, Seastone Maritime Advisors delivered vessel appraisals for the eighteen vessels to be mortgaged as collateral under the Proposed Facility (the "Mortgaged Vessels"), establishing an aggregate fair market value of approximately $780,000,000. At the pricing contemplated under the Meridian Atlantic term sheet — SOFR plus a margin of 225 to 325 basis points, with an upfront fee of 0.50% — the collateral coverage ratio based on the Seastone appraisals was approximately 520%, well in excess of the 140% minimum collateral coverage ratio provided for in the draft credit agreement. The Transaction, by all accounts, was proceeding toward a scheduled closing in the third quarter of 2023.

D. Time Pressure

The significance of the Existing Harborstone RCF maturity date cannot be overstated. As of the date of this letter, approximately one hundred days remain until the November 15, 2023 maturity. If TSL is unable to refinance the Existing Harborstone RCF or to negotiate an extension of its maturity prior to that date, the outstanding borrowings under the Existing Harborstone RCF will become due and payable, creating a material near-term liquidity event for the Company. This timeline has been a central consideration throughout the replacement arranger search and informs our recommended next steps, discussed below.

E. Scope of Replacement Arranger Role

A replacement arranger would need to assume, at a minimum, the following functions previously allocated to Meridian Atlantic: (i) serving as lead arranger and sole bookrunner, including responsibility for syndication execution, investor outreach, and allocation; (ii) serving as administrative agent for the life of the facility, including maintaining the register of lenders, processing borrowing requests and payments, and acting as collateral agent or appointing a sub-agent for collateral administration; and (iii) providing a retained commitment of $45,000,000 — or, alternatively, committing to a restructured total amount with a reallocation of commitments among the arranger and the syndicate lenders. In the latter scenario, the overall facility structure, including commitment amounts for existing syndicate participants, could be reconfigured as appropriate.

III. Institution-by-Institution Outreach Summary

Set forth below is a detailed account of C&H's outreach to each of the four institutions contacted as potential replacement arrangers.

1. Nordkapp Maritime Finance AG

Contact: Anders Dalmqvist, Managing Director, Shipping Lending Address: Brandschenkestrasse 44, 8002 Zürich, Switzerland

Nordkapp Maritime Finance AG ("Nordkapp") was a logical first point of contact, given that it was already a confirmed syndicate participant with a $40,000,000 commitment — the largest of the three syndicate allocations — and had an established relationship with TSL and familiarity with the Transaction's documentation and credit profile.

Initial Outreach. On July 25, 2023, I placed a call to Anders Dalmqvist to discuss the situation arising from Meridian Atlantic's withdrawal and to explore whether Nordkapp would be willing to step into the lead arranger role. The call was constructive and candid.

Proposal. We presented two alternative structures for Nordkapp's consideration. Under the first alternative, Nordkapp would step up as lead arranger and administrative agent, increasing its commitment from $40,000,000 to $85,000,000 — effectively absorbing Meridian Atlantic's $45,000,000 share in addition to its own existing commitment — and assuming the full suite of arranger and agency responsibilities. Under the second alternative, Nordkapp would serve as lead arranger and administrative agent with a smaller retained commitment (we suggested a range of $55,000,000 to $65,000,000) and would syndicate the balance of the unfunded commitment to one or more additional lenders, whether from the existing syndicate or from new participants. Under either alternative, C&H indicated that TSL would be open to discussing adjustments to arranger fees to reflect the enhanced role and responsibilities.

Response. Mr. Dalmqvist expressed genuine appreciation for the longstanding relationship between Nordkapp and TSL and acknowledged the strength of TSL's credit profile and fleet. However, he indicated that Nordkapp's internal credit committee would not approve either the assumption of the lead arranger role or an increase in commitment beyond the previously approved $40,000,000. Mr. Dalmqvist cited two principal concerns. First, Nordkapp's credit committee had identified concentration risk in the shipping sector as an area requiring careful management, and a commitment of $85,000,000 (or even $55,000,000 to $65,000,000) to a single maritime borrower would exceed internal portfolio limits for single-name maritime exposure. Second, the broader retrenchment signaled by Meridian Atlantic's exit from shipping finance — even though Nordkapp viewed it as driven by Meridian Atlantic's own strategic considerations rather than by any deterioration in the shipping market — had prompted Nordkapp's senior risk management team to adopt a more cautious posture regarding new commitments and increased exposures in the sector during the second half of 2023.

Formal Declination. On August 3, 2023, Nordkapp communicated its formal declination in writing via a letter from Mr. Dalmqvist addressed to me. A copy of this letter is maintained in C&H's files for this matter.

Continued Participation. Importantly, Mr. Dalmqvist confirmed, both in the initial call and in the declination letter, that Nordkapp remains willing to maintain its existing $40,000,000 commitment in the proposed syndicate if a new lead arranger is identified and the syndicate is reconstituted on substantially similar terms to those reflected in the July 3, 2023 draft credit agreement. This indication of continued participation is a meaningful positive signal for any future reconstitution effort.

2. Clearwater Commercial Lending LLC

Contact: Rosa Menendez, Senior Vice President Address: 200 South Biscayne Boulevard, Suite 3100, Miami, FL 33131

Clearwater Commercial Lending LLC ("Clearwater") was the second institution we approached, again reflecting its status as an existing syndicate participant with a confirmed $35,000,000 commitment.

Initial Outreach. On July 26, 2023, Sophie Tremblay, a senior associate on our team, placed a call to Rosa Menendez. Ms. Menendez was aware of Meridian Atlantic's exit from shipping finance and was receptive to discussing the implications for the Proposed Facility.

Proposal. We proposed that Clearwater consider serving as the replacement lead arranger and administrative agent for the Proposed Facility, with an increased commitment commensurate with the arranger role. We noted that the existing documentation was at a near-final stage and that the incremental work required to bring the Transaction to closing would be materially less than a de novo mandate.

Response. Ms. Menendez was forthright in her assessment. She indicated that Clearwater's mandate in shipping finance is limited to participation-level positions — that is, Clearwater deploys capital as a lender in syndicated shipping transactions arranged and administered by other institutions, but does not itself serve as lead arranger, bookrunner, or administrative agent. Ms. Menendez explained that Clearwater does not have the infrastructure necessary for an agency role, including loan servicing systems, collateral administration capabilities, or the staffing depth required to manage a multi-lender revolving credit facility. Additionally, Clearwater does not maintain a syndication desk or have the market-facing capabilities to conduct bookrunning activities for a facility of this size. Finally, Ms. Menendez noted that Clearwater's internal appetite in the shipping sector is calibrated toward opportunistic participations at the $25,000,000 to $50,000,000 level, and assuming a lead arranger role with a significantly larger commitment would be inconsistent with the firm's investment strategy and risk parameters.

Formal Declination. Ms. Menendez communicated Clearwater's declination verbally during a follow-up call on July 31, 2023, and confirmed the declination in writing on August 2, 2023. A copy of the written confirmation is maintained in C&H's files.

Continued Participation. Consistent with Nordkapp's position, Clearwater expressed its willingness to honor its $35,000,000 commitment in a reconstituted syndicate under a new lead arranger, provided that the material terms of the facility remain substantially consistent with those previously agreed. This is a further positive signal for any future reconstitution effort.

3. Iniaia Merchant Bank SA

Contact: Luís Ferreira, Head of Structured Shipping Finance Address: Avenida da Liberdade 245, 1250-143 Lisbon, Portugal Entity Type: Société Anonyme organized under the laws of the Portuguese Republic

Iniaia Merchant Bank SA ("Iniaia") was not previously involved in the Transaction. C&H, in consultation with TSL management, identified iniaia as a potential replacement arranger based on its known activity and established presence in Mediterranean and transatlantic shipping finance. Iniaia has in recent years served as lead arranger for several mid-market shipping credit facilities in the $75,000,000 to $200,000,000 range and maintains an agency services platform, making it a credible candidate for the role.

Initial Outreach. On July 27, 2023, I sent an introductory email to Luís Ferreira outlining the opportunity in general terms and requesting a call to discuss further. Mr. Ferreira responded promptly, and we held a substantive telephone call on July 28, 2023. With TSL's express authorization and subject to customary confidentiality undertakings, C&H shared with iniaia a summary term sheet for the Proposed Facility, together with a high-level overview of TSL's business, fleet composition, and financial profile. Mr. Ferreira indicated that iniaia would review the materials and revert with a preliminary indication of interest and terms.

Preliminary Indication of Terms. On August 4, 2023, iniaia provided its preliminary indication of terms (the "Iniaia Indication"). The iniaia Indication was materially adverse to the terms previously negotiated with Meridian Atlantic in several critical respects:

(a) Facility Size. iniaia proposed a reduced facility size of $100,000,000, compared to the $150,000,000 contemplated under the Meridian Atlantic mandate. A $100,000,000 facility would be insufficient to refinance the Existing Harborstone RCF (outstanding commitments of $125,000,000) in full, let alone provide any incremental liquidity. This reduction alone renders the iniaia Indication incompatible with the fundamental objective of the Transaction.

(b) Pricing. iniaia proposed an interest rate margin of SOFR plus 375 to 450 basis points, compared to SOFR plus 225 to 325 basis points under the Meridian Atlantic term sheet. This represents a premium of approximately 125 to 150 basis points across the margin range — a substantial increase in borrowing cost that, on a $100,000,000 facility, would translate to approximately $1,250,000 to $1,500,000 in additional annual interest expense at current utilization levels.

(c) Upfront Fee. iniaia proposed an upfront fee of 1.25%, compared to the 0.50% upfront fee negotiated with Meridian Atlantic. On a $100,000,000 facility, this equates to an upfront fee of $1,250,000, compared to the $750,000 that would have been payable on the $150,000,000 Meridian Atlantic facility (0.50% of $150,000,000). The per-dollar cost of the upfront fee under the iniaia Indication is thus 150% higher than under the Meridian Atlantic terms.

(d) Collateral Coverage Ratio. iniaia required a minimum collateral coverage ratio of 175%, compared to the 140% ratio provided for in the near-final Meridian Atlantic documentation. While TSL's fleet value ($780,000,000 aggregate fair market value for the Mortgaged Vessels alone, per Seastone appraisals, against a fleet with a total value of approximately $1.2 billion) provides substantial headroom under either threshold, a 175% ratio significantly reduces the Company's flexibility in the event of vessel value depreciation and could trigger more frequent collateral maintenance or top-up obligations.

(e) Additional Financial Covenants. iniaia required the inclusion of a minimum consolidated tangible net worth test, a covenant that was not present in the Meridian Atlantic documentation and that would impose an additional financial reporting and compliance burden on the Company. The specific threshold proposed by iniaia was not disclosed in the preliminary indication and would be subject to further negotiation, introducing additional uncertainty.

(f) Syndication Conditionality. iniaia indicated that its commitment would be contingent upon successful completion of syndication prior to closing — in other words, iniaia would not underwrite the facility on a firm commitment basis and then syndicate post-closing or concurrently with closing, as is customary for a lead arranger. Instead, iniaia would require that sufficient syndicate commitments be obtained before iniaia itself would finalize its commitment. This approach introduces significant timing uncertainty and shifts syndication risk to the borrower, which is contrary to market practice for a facility of this type with a creditworthy borrower.

Assessment of iniaia Indication. Following receipt of the iniaia Indication, C&H conducted a thorough review of the proposed terms in consultation with Mr. Pantazis. We jointly concluded that the iniaia Indication is not commercially acceptable for several reasons. Most fundamentally, the reduced facility size of $100,000,000 would fail to accomplish the core refinancing objective, as the Existing Harborstone RCF has outstanding commitments of $125,000,000. Even setting aside the size shortfall, the pricing and fee levels proposed by iniaia are significantly above market for a borrower of TSL's credit profile. TSL generated approximately $620,000,000 in revenue and approximately $145,000,000 in EBITDA for fiscal year 2022, maintains a fleet with a total value of approximately $1.2 billion, and has a demonstrated track record of successful operations and debt service. These metrics are consistent with investment-grade-adjacent credit quality in the shipping sector, and the terms offered by iniaia reflect a risk assessment that is materially more conservative than warranted by the Company's fundamentals. Finally, the syndication conditionality introduced by iniaia's approach would compound the already acute timing pressure facing TSL, making it impractical to achieve closing before the November 15, 2023 maturity of the Existing Harborstone RCF.

Disposition. On August 6, 2023, I communicated to Mr. Ferreira that TSL would not pursue iniaia's proposal further. We thanked iniaia for its review and indicated that TSL would keep iniaia informed of any future opportunities that might be a better fit for both parties.

4. Baltic Strait Capital GmbH

Contact: Henrik Möller, Director, Maritime Lending Address: Ballindamm 36, 20095 Hamburg, Germany Entity Type: Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany

Baltic Strait Capital GmbH ("Baltic Strait Capital") was not previously involved in the Transaction. C&H identified Baltic Strait Capital through its network of contacts in the European maritime lending market, and TSL management confirmed that the Company has an existing banking relationship with Baltic Strait Capital through a separate bilateral trade finance facility. Baltic Strait Capital maintains an active shipping finance book in Europe, with a particular focus on dry bulk and tanker financing, and has served as lead arranger for several medium-to-large shipping credit facilities in recent years.

Initial Outreach. On July 28, 2023, I placed a call to Henrik Möller to introduce the opportunity. Mr. Möller was familiar with Thalassa's fleet and operations, both through the existing trade finance relationship and through Baltic Strait Capital's general market intelligence activities. I provided an overview of the Transaction, the circumstances of Meridian Atlantic's withdrawal, and the parameters of the replacement arranger role. Mr. Möller expressed initial interest and indicated that he would present the opportunity to Baltic Strait Capital's credit committee for consideration.

Response. On August 5, 2023, Mr. Möller reverted to decline the opportunity. Notably, Baltic Strait Capital did not make a formal proposal or provide any indicative terms; the declination was issued at the threshold stage, prior to any detailed credit analysis or term negotiation. Mr. Möller cited two reasons for the declination. First, Baltic Strait Capital's internal credit limits for new shipping commitments had been reached for the current fiscal year (ending December 31, 2023), and no additional allocation was available to support a new lead arranger mandate of this size. Second, Baltic Strait Capital's credit committee had imposed a moratorium on new lead arranger mandates in the dry bulk and tanker segments, pending a comprehensive portfolio review that is expected to conclude in the first quarter of 2024. Until that review is complete and revised risk appetite parameters are established, Baltic Strait Capital is not in a position to take on new lead arranger roles in these segments.

Future Engagement. Mr. Möller indicated that Baltic Strait Capital might be interested in revisiting the opportunity in early 2024, after the portfolio review is complete and new credit limits are established. While this expression of potential future interest is noted, it does not address TSL's immediate need. The November 15, 2023 maturity of the Existing Harborstone RCF means that a lead arranger engagement commencing in early 2024 — at the earliest — would arrive several months too late to prevent the maturity event.

IV. Note on Eastbourne Capital Partners LLP

For completeness, we note that Eastbourne Capital Partners LLP ("Eastbourne") was not approached as a potential replacement arranger. Eastbourne was a proposed syndicate participant with a confirmed commitment of $30,000,000 — the smallest allocation in the syndicate. The principal contact for Eastbourne is Gavin Holt, Partner, Maritime Credit, 20 Moorgate, London EC2R 6DA, United Kingdom.

Eastbourne was excluded from the replacement arranger search for structural and practical reasons. As a credit fund structured as a limited liability partnership under English law, Eastbourne does not typically serve as administrative agent for revolving credit facilities, nor does it maintain the institutional infrastructure associated with an agency role (including loan servicing, collateral administration, and waterfall distribution systems). Its investment mandate is focused on deploying capital as a senior secured lender in syndicated shipping transactions, not on originating, arranging, or administering such transactions.

Notwithstanding its unsuitability for the arranger and agency role, Eastbourne remains a committed participant in the proposed syndicate. During a July 25, 2023 call between Sophie Tremblay and Mr. Holt, Mr. Holt informally indicated that Eastbourne would be willing to maintain its $30,000,000 participation commitment under a reconstituted syndicate, subject to the appointment of a suitable lead arranger and administrative agent and the preservation of substantially similar credit terms. Eastbourne confirmed, however, that it could not take on any arranger or agency function.

V. Summary of Outreach Results

The following table summarizes the results of C&H's outreach to the four institutions contacted as potential replacement arrangers:

Conclusion. Based on the foregoing, no replacement arranger is currently available on terms acceptable to TSL or on a timeline that would permit refinancing of the Existing Harborstone RCF before its November 15, 2023 maturity.

It is worth noting, however, that all three existing syndicate participants — Nordkapp ($40,000,000), Clearwater ($35,000,000), and Eastbourne ($30,000,000) — have indicated a willingness to maintain their respective commitments under a reconstituted syndicate, totaling $105,000,000 of the $150,000,000 facility. This is a constructive factor: should a new arranger be identified in the future, the syndication execution risk would be significantly reduced, as the arranger would need to commit only the $45,000,000 balance (or a restructured amount) rather than building a syndicate from scratch.

VI. Assessment and Implications

The failure to secure a replacement arranger within the two-week outreach period has significant implications for TSL's near-term financing position and strategic planning.

Transaction Status. The Proposed Facility, as structured, cannot proceed on the current timeline. Without a lead arranger to underwrite the $45,000,000 commitment previously held by Meridian Atlantic, to serve as administrative agent, and to lead the syndication process, there is no institution positioned to bring the Transaction to closing. The near-final credit agreement dated July 3, 2023, together with all related security documents (including forms of ship mortgages, assignment of earnings, assignment of insurances, and account pledge agreements), opinion outlines, officers' certificates, and other closing deliverables, remain in draft form in C&H's files. These materials are available for use should a new arranger be identified in the future, though they would require revision to reflect the new arranger's identity, any changes to the syndicate composition, and any modifications to commercial or structural terms negotiated with the replacement institution.

Near-Term Liquidity Concern. TSL faces a significant near-term liquidity concern. The Existing Harborstone RCF, with outstanding commitments of $125,000,000, matures on November 15, 2023 — approximately one hundred days from the date of this letter. If the Existing Harborstone RCF is not refinanced or extended prior to maturity, all outstanding borrowings will become immediately due and payable, and TSL will lose access to the revolving availability that supports its working capital and operational liquidity needs. Given the scale of TSL's operations — with fiscal year 2022 revenue of approximately $620,000,000 and a fleet of operating vessels requiring ongoing capital expenditure and maintenance — the loss of this credit facility without a replacement would represent a material adverse development for the Company.

Syndicate Continuity. As noted above, the willingness of Nordkapp, Clearwater, and Eastbourne to maintain their existing commitments is a meaningful asset in any future reconstitution effort. Their continued engagement reflects confidence in TSL's credit profile and reduces the scope of the syndication challenge from $150,000,000 to approximately $45,000,000 (or such other amount as may be agreed with a replacement arranger). Any future arranger candidate should be advised of this pre-existing syndicate support, which we believe enhances the attractiveness of the mandate.

VII. Recommended Next Steps

In light of the foregoing, C&H recommends that TSL consider the following actions on a priority basis:

1. Extension of the Existing Harborstone RCF. We strongly recommend that TSL prioritize approaching Harborstone National Bank to negotiate a short-term extension of the maturity date of the Existing Harborstone RCF beyond November 15, 2023. The appropriate contact at Harborstone is Philip Rennert, Director, Structured Shipping Finance, at Harborstone's offices at 350 Park Avenue, 20th Floor, New York, NY 10022. An extension of the Existing Harborstone RCF — whether for six months, twelve months, or such other period as may be mutually agreed — would provide TSL with the breathing room necessary to continue searching for a replacement arranger for the Proposed Facility, or to explore alternative refinancing structures, without the immediate pressure of an impending maturity event. C&H is currently preparing a separate memorandum, which we expect to deliver within the coming week, analyzing the amendment and extension mechanics available under the existing Harborstone Credit Agreement dated November 15, 2018 (as amended), including the requisite lender consents, anticipated extension fees and any applicable pricing adjustments, and the procedural steps necessary to effect an amendment. We will also address whether the existing Harborstone documentation includes any provisions that may facilitate or complicate an extension request.

2. Broadening the Arranger Universe. TSL should consider broadening the universe of potential arrangers beyond the traditional European and U.S. bank lenders that have been the focus of the initial outreach. In particular, Asian shipping finance banks — including institutions based in Japan, South Korea, and mainland China that have been active in international shipping lending in recent years — may represent viable candidates. Additionally, alternative credit providers, including specialty maritime finance platforms and large institutional investors with shipping expertise, could be explored. C&H has relationships and contacts across several of these categories and stands ready to initiate additional outreach at TSL's direction. We note, however, that the timing constraints remain acute. Even with an extension of the Existing Harborstone RCF, the process of identifying, engaging, and negotiating with a new arranger — including credit committee approval, documentation negotiation, and closing — will require a minimum of several months under the most optimistic assumptions.

3. Engagement Continuation or Wind-Down. If, following consideration of the foregoing, TSL determines that no viable path exists for refinancing the Proposed Facility on commercially acceptable terms within the necessary timeframe, we recommend that TSL provide C&H with instructions regarding the disposition of this engagement. Specifically, TSL should advise whether C&H should (a) continue the engagement with a revised scope, focused on the Harborstone extension negotiation and continued arranger search, or (b) wind down the matter, with appropriate steps to preserve documents and work product for potential future use. We will, of course, abide by whatever direction the Board and management determine to be in the Company's best interests.

VIII. Closing

Calderwood & Harkness LLP remains fully available to assist TSL in any further outreach to potential replacement arrangers, in negotiating with Harborstone National Bank regarding an extension of the Existing Harborstone RCF, or in any other actions that the Board of Directors and management team deem appropriate in response to the current situation. Our team has developed a deep familiarity with TSL's business, fleet, and credit profile over the course of this engagement, and the substantial documentation and diligence work product already created will be of significant value in any continued refinancing effort.

Given the time sensitivity of the matters discussed in this letter — and, in particular, the approximately one hundred days remaining before the November 15, 2023 maturity of the Existing Harborstone RCF — we respectfully request that TSL provide us with instructions at its earliest convenience regarding the recommended next steps outlined above. We are available to arrange a call or video conference with you, Mr. Karadimitriou, Mr. Pantazis, and Mr. Komnenidis at any time that is convenient to discuss this letter and to align on a course of action.

We appreciate the confidence that TSL has placed in Calderwood & Harkness throughout this engagement and remain committed to achieving the best possible outcome for the Company.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Ian Blackwood Partner, Banking & Finance Direct Dial: (212) 558-4127

Email: iblackwood@calderwoodharkness.com

Enclosures: None. Correspondence from declining institutions is maintained in firm files and available upon request.

cc:

Nikolaos Karadimitriou, Founder & Chairman, Thalassa Shipping & Logistics SA Dimitrios Pantazis, Chief Financial Officer, Thalassa Shipping & Logistics SA Aris Komnenidis, General Counsel, Thalassa Shipping & Logistics SA Sophie Tremblay, Calderwood & Harkness LLP (file copy) Stephanie Okafor, Calderwood & Harkness LLP (file copy)

This letter and the information contained herein are privileged and confidential attorney-client communications. This letter is intended solely for the use of the addressee and the individuals identified in the distribution list above. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this communication in error, please notify the sender immediately.

Syndicate Lender	Confirmed Commitment
Nordkapp Maritime Finance AG	$40,000,000
Clearwater Commercial Lending LLC	$35,000,000
Eastbourne Capital Partners LLP	$30,000,000
Total Syndicate	$105,000,000
Institution	Prior Involvement	Proposal	Outcome	Key Reason for Declination
Nordkapp Maritime Finance AG	Syndicate lender ($40M commitment)	Step up to lead arranger; increase commitment to $85M (or smaller retained amount with syndication)	Declined (August 3, 2023)	Concentration risk in shipping sector; internal portfolio limits for single-name maritime exposure
Clearwater Commercial Lending LLC	Syndicate lender ($35M commitment)	Serve as replacement lead arranger and administrative agent with increased commitment	Declined (July 31 / August 2, 2023)	No arranger or agency capability; limited infrastructure; participation-level mandate only
Iniaia Merchant Bank SA	None	Serve as replacement lead arranger, bookrunner, and administrative agent	Indicative terms materially adverse; not pursued by TSL (August 6, 2023)	Reduced facility size ($100M vs. $150M); pricing SOFR + 375–450 bps (vs. 225–325 bps); upfront fee 1.25% (vs. 0.50%); 175% collateral coverage (vs. 140%); additional covenant requirements; syndication conditionality
Baltic Strait Capital GmbH	None	Serve as replacement lead arranger and administrative agent	Declined (August 5, 2023)	Internal credit limits for new shipping commitments reached for current fiscal year; moratorium on new lead arranger mandates in dry bulk and tanker segments pending Q1 2024 portfolio review

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Counsellors at Law
425 Park Avenue New York, NY 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
August 7, 2023
BY EMAIL AND INTERNATIONAL COURIER
Reference: Matter No. 1044-00002; Thalassa Shipping & Logistics SA — $150,000,000 Senior Secured Revolving Credit Facility Refinancing
Ms. Elena Vassiliou Chief Executive Officer Thalassa Shipping & Logistics SA 14 Akti Miaouli Piraeus 185 35 Greece
cc: Nikolaos Karadimitriou, Founder & Chairman Dimitrios Pantazis, Chief Financial Officer Aris Komnenidis, General Counsel
Dear Ms. Vassiliou:
I. Introduction and Purpose
I am writing on behalf of Calderwood & Harkness LLP ("C&H") to provide you and the Thalassa Shipping & Logistics SA ("TSL" or the "Company") management team with a comprehensive summary of the outreach efforts we have conducted since July 24, 2023 to identify a replacement lead arranger, sole bookrunner, and administrative agent for the proposed $150,000,000 Senior Secured Revolving Credit Facility (the "Proposed Facility" or the "Transaction"). As you are aware, this outreach became necessary following Meridian Atlantic Bank, National Association's ("Meridian Atlantic") withdrawal from the mandate.
On July 18, 2023, Meridian Atlantic publicly announced its strategic decision to exit shipping and maritime finance globally, effective immediately with respect to new commitments and pipeline transactions. The following day, July 19, 2023, Meridian Atlantic delivered formal written notification to TSL confirming that it would not proceed to signing of the credit agreement for the Proposed Facility and that its commitment letter dated May 12, 2023 would be terminated in accordance with its terms. In our memorandum dated July 24, 2023 (the "July 24 Memorandum"), we analyzed the legal and practical implications of Meridian Atlantic's withdrawal and identified several recommended courses of action, chief among them the immediate identification and engagement of a replacement lead arranger capable of assuming Meridian Atlantic's role and commitment on a timeline compatible with TSL's refinancing needs.
In coordination with Mr. Dimitrios Pantazis and Mr. Aris Komnenidis, C&H contacted four financial institutions as potential replacement arrangers during the period from July 24 through August 7, 2023. The purpose of this letter is to report the results of that outreach in full, to assess the implications of those results for the Transaction and for TSL's broader financing position, and to set forth our recommendations regarding next steps.
II. Background and Transaction Context
Before summarizing the institution-by-institution outreach, it is useful to restate the key parameters of the Transaction and the circumstances giving rise to the current situation.
A. The Proposed Facility
The Proposed Facility consists of a $150,000,000 senior secured revolving credit facility intended to accomplish two objectives: first, to refinance in full TSL's existing $125,000,000 revolving credit facility with Harborstone National Bank ("Harborstone"), which was established pursuant to a Credit Agreement dated November 15, 2018, as amended by a First Amendment dated June 30, 2020 and a Second Amendment dated March 1, 2022 (collectively, the "Existing Harborstone RCF"); and second, to provide $25,000,000 of incremental liquidity for general corporate purposes and working capital needs. The Existing Harborstone RCF matures on November 15, 2023.
B. Meridian Atlantic's Role and the Syndicate Structure
Under the mandate as it existed prior to Meridian Atlantic's withdrawal, Meridian Atlantic was to serve as sole lead arranger, sole bookrunner, and administrative agent for the Proposed Facility, with a retained commitment of $45,000,000. The remaining $105,000,000 of commitments had been allocated among three syndicate lenders, each of which had confirmed its commitment on July 14, 2023, as follows:
Together with Meridian Atlantic's $45,000,000 retained commitment, total commitments aggregated to $150,000,000, representing the full amount of the Proposed Facility.
C. Stage of Transaction at Withdrawal
At the time of Meridian Atlantic's withdrawal, the Transaction was at an advanced stage. The credit agreement had been negotiated to a near-final form, with a clean draft circulated on July 3, 2023 reflecting the agreed commercial, financial covenant, and security package terms. A comprehensive closing checklist had been prepared and was substantially complete. On July 10, 2023, Seastone Maritime Advisors delivered vessel appraisals for the eighteen vessels to be mortgaged as collateral under the Proposed Facility (the "Mortgaged Vessels"), establishing an aggregate fair market value of approximately $780,000,000. At the pricing contemplated under the Meridian Atlantic term sheet — SOFR plus a margin of 225 to 325 basis points, with an upfront fee of 0.50% — the collateral coverage ratio based on the Seastone appraisals was approximately 520%, well in excess of the 140% minimum collateral coverage ratio provided for in the draft credit agreement. The Transaction, by all accounts, was proceeding toward a scheduled closing in the third quarter of 2023.
D. Time Pressure
The significance of the Existing Harborstone RCF maturity date cannot be overstated. As of the date of this letter, approximately one hundred days remain until the November 15, 2023 maturity. If TSL is unable to refinance the Existing Harborstone RCF or to negotiate an extension of its maturity prior to that date, the outstanding borrowings under the Existing Harborstone RCF will become due and payable, creating a material near-term liquidity event for the Company. This timeline has been a central consideration throughout the replacement arranger search and informs our recommended next steps, discussed below.
E. Scope of Replacement Arranger Role
A replacement arranger would need to assume, at a minimum, the following functions previously allocated to Meridian Atlantic: (i) serving as lead arranger and sole bookrunner, including responsibility for syndication execution, investor outreach, and allocation; (ii) serving as administrative agent for the life of the facility, including maintaining the register of lenders, processing borrowing requests and payments, and acting as collateral agent or appointing a sub-agent for collateral administration; and (iii) providing a retained commitment of $45,000,000 — or, alternatively, committing to a restructured total amount with a reallocation of commitments among the arranger and the syndicate lenders. In the latter scenario, the overall facility structure, including commitment amounts for existing syndicate participants, could be reconfigured as appropriate.
III. Institution-by-Institution Outreach Summary
Set forth below is a detailed account of C&H's outreach to each of the four institutions contacted as potential replacement arrangers.
1. Nordkapp Maritime Finance AG
Contact: Anders Dalmqvist, Managing Director, Shipping Lending Address: Brandschenkestrasse 44, 8002 Zürich, Switzerland
Nordkapp Maritime Finance AG ("Nordkapp") was a logical first point of contact, given that it was already a confirmed syndicate participant with a $40,000,000 commitment — the largest of the three syndicate allocations — and had an established relationship with TSL and familiarity with the Transaction's documentation and credit profile.
Initial Outreach. On July 25, 2023, I placed a call to Anders Dalmqvist to discuss the situation arising from Meridian Atlantic's withdrawal and to explore whether Nordkapp would be willing to step into the lead arranger role. The call was constructive and candid.
Proposal. We presented two alternative structures for Nordkapp's consideration. Under the first alternative, Nordkapp would step up as lead arranger and administrative agent, increasing its commitment from $40,000,000 to $85,000,000 — effectively absorbing Meridian Atlantic's $45,000,000 share in addition to its own existing commitment — and assuming the full suite of arranger and agency responsibilities. Under the second alternative, Nordkapp would serve as lead arranger and administrative agent with a smaller retained commitment (we suggested a range of $55,000,000 to $65,000,000) and would syndicate the balance of the unfunded commitment to one or more additional lenders, whether from the existing syndicate or from new participants. Under either alternative, C&H indicated that TSL would be open to discussing adjustments to arranger fees to reflect the enhanced role and responsibilities.
Response. Mr. Dalmqvist expressed genuine appreciation for the longstanding relationship between Nordkapp and TSL and acknowledged the strength of TSL's credit profile and fleet. However, he indicated that Nordkapp's internal credit committee would not approve either the assumption of the lead arranger role or an increase in commitment beyond the previously approved $40,000,000. Mr. Dalmqvist cited two principal concerns. First, Nordkapp's credit committee had identified concentration risk in the shipping sector as an area requiring careful management, and a commitment of $85,000,000 (or even $55,000,000 to $65,000,000) to a single maritime borrower would exceed internal portfolio limits for single-name maritime exposure. Second, the broader retrenchment signaled by Meridian Atlantic's exit from shipping finance — even though Nordkapp viewed it as driven by Meridian Atlantic's own strategic considerations rather than by any deterioration in the shipping market — had prompted Nordkapp's senior risk management team to adopt a more cautious posture regarding new commitments and increased exposures in the sector during the second half of 2023.
Formal Declination. On August 3, 2023, Nordkapp communicated its formal declination in writing via a letter from Mr. Dalmqvist addressed to me. A copy of this letter is maintained in C&H's files for this matter.
Continued Participation. Importantly, Mr. Dalmqvist confirmed, both in the initial call and in the declination letter, that Nordkapp remains willing to maintain its existing $40,000,000 commitment in the proposed syndicate if a new lead arranger is identified and the syndicate is reconstituted on substantially similar terms to those reflected in the July 3, 2023 draft credit agreement. This indication of continued participation is a meaningful positive signal for any future reconstitution effort.
2. Clearwater Commercial Lending LLC
Contact: Rosa Menendez, Senior Vice President Address: 200 South Biscayne Boulevard, Suite 3100, Miami, FL 33131
Clearwater Commercial Lending LLC ("Clearwater") was the second institution we approached, again reflecting its status as an existing syndicate participant with a confirmed $35,000,000 commitment.
Initial Outreach. On July 26, 2023, Sophie Tremblay, a senior associate on our team, placed a call to Rosa Menendez. Ms. Menendez was aware of Meridian Atlantic's exit from shipping finance and was receptive to discussing the implications for the Proposed Facility.
Proposal. We proposed that Clearwater consider serving as the replacement lead arranger and administrative agent for the Proposed Facility, with an increased commitment commensurate with the arranger role. We noted that the existing documentation was at a near-final stage and that the incremental work required to bring the Transaction to closing would be materially less than a de novo mandate.
Response. Ms. Menendez was forthright in her assessment. She indicated that Clearwater's mandate in shipping finance is limited to participation-level positions — that is, Clearwater deploys capital as a lender in syndicated shipping transactions arranged and administered by other institutions, but does not itself serve as lead arranger, bookrunner, or administrative agent. Ms. Menendez explained that Clearwater does not have the infrastructure necessary for an agency role, including loan servicing systems, collateral administration capabilities, or the staffing depth required to manage a multi-lender revolving credit facility. Additionally, Clearwater does not maintain a syndication desk or have the market-facing capabilities to conduct bookrunning activities for a facility of this size. Finally, Ms. Menendez noted that Clearwater's internal appetite in the shipping sector is calibrated toward opportunistic participations at the $25,000,000 to $50,000,000 level, and assuming a lead arranger role with a significantly larger commitment would be inconsistent with the firm's investment strategy and risk parameters.
Formal Declination. Ms. Menendez communicated Clearwater's declination verbally during a follow-up call on July 31, 2023, and confirmed the declination in writing on August 2, 2023. A copy of the written confirmation is maintained in C&H's files.
Continued Participation. Consistent with Nordkapp's position, Clearwater expressed its willingness to honor its $35,000,000 commitment in a reconstituted syndicate under a new lead arranger, provided that the material terms of the facility remain substantially consistent with those previously agreed. This is a further positive signal for any future reconstitution effort.
3. Iniaia Merchant Bank SA
Contact: Luís Ferreira, Head of Structured Shipping Finance Address: Avenida da Liberdade 245, 1250-143 Lisbon, Portugal Entity Type: Société Anonyme organized under the laws of the Portuguese Republic
Iniaia Merchant Bank SA ("Iniaia") was not previously involved in the Transaction. C&H, in consultation with TSL management, identified iniaia as a potential replacement arranger based on its known activity and established presence in Mediterranean and transatlantic shipping finance. Iniaia has in recent years served as lead arranger for several mid-market shipping credit facilities in the $75,000,000 to $200,000,000 range and maintains an agency services platform, making it a credible candidate for the role.
Initial Outreach. On July 27, 2023, I sent an introductory email to Luís Ferreira outlining the opportunity in general terms and requesting a call to discuss further. Mr. Ferreira responded promptly, and we held a substantive telephone call on July 28, 2023. With TSL's express authorization and subject to customary confidentiality undertakings, C&H shared with iniaia a summary term sheet for the Proposed Facility, together with a high-level overview of TSL's business, fleet composition, and financial profile. Mr. Ferreira indicated that iniaia would review the materials and revert with a preliminary indication of interest and terms.
Preliminary Indication of Terms. On August 4, 2023, iniaia provided its preliminary indication of terms (the "Iniaia Indication"). The iniaia Indication was materially adverse to the terms previously negotiated with Meridian Atlantic in several critical respects:
(a) Facility Size. iniaia proposed a reduced facility size of $100,000,000, compared to the $150,000,000 contemplated under the Meridian Atlantic mandate. A $100,000,000 facility would be insufficient to refinance the Existing Harborstone RCF (outstanding commitments of $125,000,000) in full, let alone provide any incremental liquidity. This reduction alone renders the iniaia Indication incompatible with the fundamental objective of the Transaction.
(b) Pricing. iniaia proposed an interest rate margin of SOFR plus 375 to 450 basis points, compared to SOFR plus 225 to 325 basis points under the Meridian Atlantic term sheet. This represents a premium of approximately 125 to 150 basis points across the margin range — a substantial increase in borrowing cost that, on a $100,000,000 facility, would translate to approximately $1,250,000 to $1,500,000 in additional annual interest expense at current utilization levels.
(c) Upfront Fee. iniaia proposed an upfront fee of 1.25%, compared to the 0.50% upfront fee negotiated with Meridian Atlantic. On a $100,000,000 facility, this equates to an upfront fee of $1,250,000, compared to the $750,000 that would have been payable on the $150,000,000 Meridian Atlantic facility (0.50% of $150,000,000). The per-dollar cost of the upfront fee under the iniaia Indication is thus 150% higher than under the Meridian Atlantic terms.
(d) Collateral Coverage Ratio. iniaia required a minimum collateral coverage ratio of 175%, compared to the 140% ratio provided for in the near-final Meridian Atlantic documentation. While TSL's fleet value ($780,000,000 aggregate fair market value for the Mortgaged Vessels alone, per Seastone appraisals, against a fleet with a total value of approximately $1.2 billion) provides substantial headroom under either threshold, a 175% ratio significantly reduces the Company's flexibility in the event of vessel value depreciation and could trigger more frequent collateral maintenance or top-up obligations.
(e) Additional Financial Covenants. iniaia required the inclusion of a minimum consolidated tangible net worth test, a covenant that was not present in the Meridian Atlantic documentation and that would impose an additional financial reporting and compliance burden on the Company. The specific threshold proposed by iniaia was not disclosed in the preliminary indication and would be subject to further negotiation, introducing additional uncertainty.
(f) Syndication Conditionality. iniaia indicated that its commitment would be contingent upon successful completion of syndication prior to closing — in other words, iniaia would not underwrite the facility on a firm commitment basis and then syndicate post-closing or concurrently with closing, as is customary for a lead arranger. Instead, iniaia would require that sufficient syndicate commitments be obtained before iniaia itself would finalize its commitment. This approach introduces significant timing uncertainty and shifts syndication risk to the borrower, which is contrary to market practice for a facility of this type with a creditworthy borrower.
Assessment of iniaia Indication. Following receipt of the iniaia Indication, C&H conducted a thorough review of the proposed terms in consultation with Mr. Pantazis. We jointly concluded that the iniaia Indication is not commercially acceptable for several reasons. Most fundamentally, the reduced facility size of $100,000,000 would fail to accomplish the core refinancing objective, as the Existing Harborstone RCF has outstanding commitments of $125,000,000. Even setting aside the size shortfall, the pricing and fee levels proposed by iniaia are significantly above market for a borrower of TSL's credit profile. TSL generated approximately $620,000,000 in revenue and approximately $145,000,000 in EBITDA for fiscal year 2022, maintains a fleet with a total value of approximately $1.2 billion, and has a demonstrated track record of successful operations and debt service. These metrics are consistent with investment-grade-adjacent credit quality in the shipping sector, and the terms offered by iniaia reflect a risk assessment that is materially more conservative than warranted by the Company's fundamentals. Finally, the syndication conditionality introduced by iniaia's approach would compound the already acute timing pressure facing TSL, making it impractical to achieve closing before the November 15, 2023 maturity of the Existing Harborstone RCF.
Disposition. On August 6, 2023, I communicated to Mr. Ferreira that TSL would not pursue iniaia's proposal further. We thanked iniaia for its review and indicated that TSL would keep iniaia informed of any future opportunities that might be a better fit for both parties.
4. Baltic Strait Capital GmbH
Contact: Henrik Möller, Director, Maritime Lending Address: Ballindamm 36, 20095 Hamburg, Germany Entity Type: Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany
Baltic Strait Capital GmbH ("Baltic Strait Capital") was not previously involved in the Transaction. C&H identified Baltic Strait Capital through its network of contacts in the European maritime lending market, and TSL management confirmed that the Company has an existing banking relationship with Baltic Strait Capital through a separate bilateral trade finance facility. Baltic Strait Capital maintains an active shipping finance book in Europe, with a particular focus on dry bulk and tanker financing, and has served as lead arranger for several medium-to-large shipping credit facilities in recent years.
Initial Outreach. On July 28, 2023, I placed a call to Henrik Möller to introduce the opportunity. Mr. Möller was familiar with Thalassa's fleet and operations, both through the existing trade finance relationship and through Baltic Strait Capital's general market intelligence activities. I provided an overview of the Transaction, the circumstances of Meridian Atlantic's withdrawal, and the parameters of the replacement arranger role. Mr. Möller expressed initial interest and indicated that he would present the opportunity to Baltic Strait Capital's credit committee for consideration.
Response. On August 5, 2023, Mr. Möller reverted to decline the opportunity. Notably, Baltic Strait Capital did not make a formal proposal or provide any indicative terms; the declination was issued at the threshold stage, prior to any detailed credit analysis or term negotiation. Mr. Möller cited two reasons for the declination. First, Baltic Strait Capital's internal credit limits for new shipping commitments had been reached for the current fiscal year (ending December 31, 2023), and no additional allocation was available to support a new lead arranger mandate of this size. Second, Baltic Strait Capital's credit committee had imposed a moratorium on new lead arranger mandates in the dry bulk and tanker segments, pending a comprehensive portfolio review that is expected to conclude in the first quarter of 2024. Until that review is complete and revised risk appetite parameters are established, Baltic Strait Capital is not in a position to take on new lead arranger roles in these segments.
Future Engagement. Mr. Möller indicated that Baltic Strait Capital might be interested in revisiting the opportunity in early 2024, after the portfolio review is complete and new credit limits are established. While this expression of potential future interest is noted, it does not address TSL's immediate need. The November 15, 2023 maturity of the Existing Harborstone RCF means that a lead arranger engagement commencing in early 2024 — at the earliest — would arrive several months too late to prevent the maturity event.
IV. Note on Eastbourne Capital Partners LLP
For completeness, we note that Eastbourne Capital Partners LLP ("Eastbourne") was not approached as a potential replacement arranger. Eastbourne was a proposed syndicate participant with a confirmed commitment of $30,000,000 — the smallest allocation in the syndicate. The principal contact for Eastbourne is Gavin Holt, Partner, Maritime Credit, 20 Moorgate, London EC2R 6DA, United Kingdom.
Eastbourne was excluded from the replacement arranger search for structural and practical reasons. As a credit fund structured as a limited liability partnership under English law, Eastbourne does not typically serve as administrative agent for revolving credit facilities, nor does it maintain the institutional infrastructure associated with an agency role (including loan servicing, collateral administration, and waterfall distribution systems). Its investment mandate is focused on deploying capital as a senior secured lender in syndicated shipping transactions, not on originating, arranging, or administering such transactions.
Notwithstanding its unsuitability for the arranger and agency role, Eastbourne remains a committed participant in the proposed syndicate. During a July 25, 2023 call between Sophie Tremblay and Mr. Holt, Mr. Holt informally indicated that Eastbourne would be willing to maintain its $30,000,000 participation commitment under a reconstituted syndicate, subject to the appointment of a suitable lead arranger and administrative agent and the preservation of substantially similar credit terms. Eastbourne confirmed, however, that it could not take on any arranger or agency function.
V. Summary of Outreach Results
The following table summarizes the results of C&H's outreach to the four institutions contacted as potential replacement arrangers:
Conclusion. Based on the foregoing, no replacement arranger is currently available on terms acceptable to TSL or on a timeline that would permit refinancing of the Existing Harborstone RCF before its November 15, 2023 maturity.
It is worth noting, however, that all three existing syndicate participants — Nordkapp ($40,000,000), Clearwater ($35,000,000), and Eastbourne ($30,000,000) — have indicated a willingness to maintain their respective commitments under a reconstituted syndicate, totaling $105,000,000 of the $150,000,000 facility. This is a constructive factor: should a new arranger be identified in the future, the syndication execution risk would be significantly reduced, as the arranger would need to commit only the $45,000,000 balance (or a restructured amount) rather than building a syndicate from scratch.
VI. Assessment and Implications
The failure to secure a replacement arranger within the two-week outreach period has significant implications for TSL's near-term financing position and strategic planning.
Transaction Status. The Proposed Facility, as structured, cannot proceed on the current timeline. Without a lead arranger to underwrite the $45,000,000 commitment previously held by Meridian Atlantic, to serve as administrative agent, and to lead the syndication process, there is no institution positioned to bring the Transaction to closing. The near-final credit agreement dated July 3, 2023, together with all related security documents (including forms of ship mortgages, assignment of earnings, assignment of insurances, and account pledge agreements), opinion outlines, officers' certificates, and other closing deliverables, remain in draft form in C&H's files. These materials are available for use should a new arranger be identified in the future, though they would require revision to reflect the new arranger's identity, any changes to the syndicate composition, and any modifications to commercial or structural terms negotiated with the replacement institution.
Near-Term Liquidity Concern. TSL faces a significant near-term liquidity concern. The Existing Harborstone RCF, with outstanding commitments of $125,000,000, matures on November 15, 2023 — approximately one hundred days from the date of this letter. If the Existing Harborstone RCF is not refinanced or extended prior to maturity, all outstanding borrowings will become immediately due and payable, and TSL will lose access to the revolving availability that supports its working capital and operational liquidity needs. Given the scale of TSL's operations — with fiscal year 2022 revenue of approximately $620,000,000 and a fleet of operating vessels requiring ongoing capital expenditure and maintenance — the loss of this credit facility without a replacement would represent a material adverse development for the Company.
Syndicate Continuity. As noted above, the willingness of Nordkapp, Clearwater, and Eastbourne to maintain their existing commitments is a meaningful asset in any future reconstitution effort. Their continued engagement reflects confidence in TSL's credit profile and reduces the scope of the syndication challenge from $150,000,000 to approximately $45,000,000 (or such other amount as may be agreed with a replacement arranger). Any future arranger candidate should be advised of this pre-existing syndicate support, which we believe enhances the attractiveness of the mandate.
VII. Recommended Next Steps
In light of the foregoing, C&H recommends that TSL consider the following actions on a priority basis:
1. Extension of the Existing Harborstone RCF. We strongly recommend that TSL prioritize approaching Harborstone National Bank to negotiate a short-term extension of the maturity date of the Existing Harborstone RCF beyond November 15, 2023. The appropriate contact at Harborstone is Philip Rennert, Director, Structured Shipping Finance, at Harborstone's offices at 350 Park Avenue, 20th Floor, New York, NY 10022. An extension of the Existing Harborstone RCF — whether for six months, twelve months, or such other period as may be mutually agreed — would provide TSL with the breathing room necessary to continue searching for a replacement arranger for the Proposed Facility, or to explore alternative refinancing structures, without the immediate pressure of an impending maturity event. C&H is currently preparing a separate memorandum, which we expect to deliver within the coming week, analyzing the amendment and extension mechanics available under the existing Harborstone Credit Agreement dated November 15, 2018 (as amended), including the requisite lender consents, anticipated extension fees and any applicable pricing adjustments, and the procedural steps necessary to effect an amendment. We will also address whether the existing Harborstone documentation includes any provisions that may facilitate or complicate an extension request.
2. Broadening the Arranger Universe. TSL should consider broadening the universe of potential arrangers beyond the traditional European and U.S. bank lenders that have been the focus of the initial outreach. In particular, Asian shipping finance banks — including institutions based in Japan, South Korea, and mainland China that have been active in international shipping lending in recent years — may represent viable candidates. Additionally, alternative credit providers, including specialty maritime finance platforms and large institutional investors with shipping expertise, could be explored. C&H has relationships and contacts across several of these categories and stands ready to initiate additional outreach at TSL's direction. We note, however, that the timing constraints remain acute. Even with an extension of the Existing Harborstone RCF, the process of identifying, engaging, and negotiating with a new arranger — including credit committee approval, documentation negotiation, and closing — will require a minimum of several months under the most optimistic assumptions.
3. Engagement Continuation or Wind-Down. If, following consideration of the foregoing, TSL determines that no viable path exists for refinancing the Proposed Facility on commercially acceptable terms within the necessary timeframe, we recommend that TSL provide C&H with instructions regarding the disposition of this engagement. Specifically, TSL should advise whether C&H should (a) continue the engagement with a revised scope, focused on the Harborstone extension negotiation and continued arranger search, or (b) wind down the matter, with appropriate steps to preserve documents and work product for potential future use. We will, of course, abide by whatever direction the Board and management determine to be in the Company's best interests.
VIII. Closing
Calderwood & Harkness LLP remains fully available to assist TSL in any further outreach to potential replacement arrangers, in negotiating with Harborstone National Bank regarding an extension of the Existing Harborstone RCF, or in any other actions that the Board of Directors and management team deem appropriate in response to the current situation. Our team has developed a deep familiarity with TSL's business, fleet, and credit profile over the course of this engagement, and the substantial documentation and diligence work product already created will be of significant value in any continued refinancing effort.
Given the time sensitivity of the matters discussed in this letter — and, in particular, the approximately one hundred days remaining before the November 15, 2023 maturity of the Existing Harborstone RCF — we respectfully request that TSL provide us with instructions at its earliest convenience regarding the recommended next steps outlined above. We are available to arrange a call or video conference with you, Mr. Karadimitriou, Mr. Pantazis, and Mr. Komnenidis at any time that is convenient to discuss this letter and to align on a course of action.
We appreciate the confidence that TSL has placed in Calderwood & Harkness throughout this engagement and remain committed to achieving the best possible outcome for the Company.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Ian Blackwood Partner, Banking & Finance Direct Dial: (212) 558-4127
Email: iblackwood@calderwoodharkness.com
Enclosures: None. Correspondence from declining institutions is maintained in firm files and available upon request.
cc:
Nikolaos Karadimitriou, Founder & Chairman, Thalassa Shipping & Logistics SA Dimitrios Pantazis, Chief Financial Officer, Thalassa Shipping & Logistics SA Aris Komnenidis, General Counsel, Thalassa Shipping & Logistics SA Sophie Tremblay, Calderwood & Harkness LLP (file copy) Stephanie Okafor, Calderwood & Harkness LLP (file copy)
This letter and the information contained herein are privileged and confidential attorney-client communications. This letter is intended solely for the use of the addressee and the individuals identified in the distribution list above. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this communication in error, please notify the sender immediately.
Syndicate Lender | Confirmed Commitment
Nordkapp Maritime Finance AG | $40,000,000
Clearwater Commercial Lending LLC | $35,000,000
Eastbourne Capital Partners LLP | $30,000,000
Total Syndicate | $105,000,000
Institution | Prior Involvement | Proposal | Outcome | Key Reason for Declination
Nordkapp Maritime Finance AG | Syndicate lender ($40M commitment) | Step up to lead arranger; increase commitment to $85M (or smaller retained amount with syndication) | Declined (August 3, 2023) | Concentration risk in shipping sector; internal portfolio limits for single-name maritime exposure
Clearwater Commercial Lending LLC | Syndicate lender ($35M commitment) | Serve as replacement lead arranger and administrative agent with increased commitment | Declined (July 31 / August 2, 2023) | No arranger or agency capability; limited infrastructure; participation-level mandate only
Iniaia Merchant Bank SA | None | Serve as replacement lead arranger, bookrunner, and administrative agent | Indicative terms materially adverse; not pursued by TSL (August 6, 2023) | Reduced facility size ($100M vs. $150M); pricing SOFR + 375–450 bps (vs. 225–325 bps); upfront fee 1.25% (vs. 0.50%); 175% collateral coverage (vs. 140%); additional covenant requirements; syndication conditionality
Baltic Strait Capital GmbH | None | Serve as replacement lead arranger and administrative agent | Declined (August 5, 2023) | Internal credit limits for new shipping commitments reached for current fiscal year; moratorium on new lead arranger mandates in dry bulk and tanker segments pending Q1 2024 portfolio review

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