FR EA
1044-00002 · Client 1044 · Term Sheet & Mandate Analysis
term-sheet-comparison-chart.xlsx DOCUMENT M&A / Corporate
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[sheet: Cover]

FieldValue
Document TitleTerm Sheet Comparison Chart — Existing Harborstone RCF vs. Proposed Meridian Atlantic RCF
Prepared ByDaniel Obi, Associate, Banking & Finance, Calderwood & Harkness LLP
DateMarch 24, 2023
Matter Number1044-00002
ClientThalassa Shipping & Logistics SA
Reviewed BySophie Tremblay, Senior Associate, Banking & Finance
Supervising PartnerIan Blackwood, Partner, Banking & Finance
PurposeSide-by-side comparison of key terms of the existing $125,000,000 revolving credit facility with Harborstone National Bank against the proposed $150,000,000 revolving credit facility to be arranged by Meridian Atlantic Bank N.A.
ConfidentialityPRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
DistributionAris Komnenidis (General Counsel, TSL); Dimitrios Pantazis (CFO, TSL); Elena Vassiliou (CEO, TSL)

[sheet: Term Comparison]

Item No.Term / ProvisionExisting Harborstone RCFProposed Meridian Atlantic RCFCommentary / Key Differences
1Facility TypeSenior Secured Revolving Credit FacilitySenior Secured Revolving Credit FacilitySame structure
2Credit Agreement DateNovember 15, 2018 (as amended by First Amendment dated June 30, 2020 and Second Amendment dated March 1, 2022)To be entered into (anticipated Q2/Q3 2023)New agreement; full refinancing of existing facility
3BorrowerThalassa Shipping & Logistics SA, a Société Anonyme organized under the laws of the Hellenic RepublicThalassa Shipping & Logistics SA, a Société Anonyme organized under the laws of the Hellenic RepublicSame borrower
4Administrative AgentHarborstone National BankMeridian Atlantic Bank, National AssociationChange of administrative agent
5LendersHarborstone National Bank (sole lender)Meridian Atlantic Bank N.A. ($45,000,000); Nordkapp Maritime Finance AG ($40,000,000); Clearwater Commercial Lending LLC ($35,000,000); Eastbourne Capital Partners LLP ($30,000,000)Syndicated facility with four lenders vs. single-lender facility
6Arranger / BookrunnerHarborstone National Bank (sole)Meridian Atlantic Bank N.A. — Sole Lead Arranger and Sole BookrunnerChange of arranger
7Facility Size (Total Commitments)$125,000,000$150,000,000Increase of $25,000,000 (20% increase); incremental capacity for general corporate purposes and working capital
8Letter of Credit SublimitNot specified / N/A$20,000,000New LC sublimit under proposed facility
9Swingline SublimitNot specified / N/A$15,000,000New swingline sublimit under proposed facility
10PurposeGeneral corporate purposes and working capitalRefinance existing Harborstone RCF ($125,000,000) and provide incremental liquidity ($25,000,000) for general corporate purposes and working capitalProposed facility adds refinancing purpose
11Maturity DateNovember 15, 2023 (5-year term from November 15, 2018)5 years from closing (anticipated approximately mid-2028)New 5-year tenor; extends maturity by approximately 5 years
12Interest Rate — BenchmarkLIBORSOFR (Secured Overnight Financing Rate)Transition from LIBOR to SOFR consistent with market evolution
13Interest Rate — Applicable Margin250 bps (fixed)225 bps to 325 bps (based on consolidated net leverage ratio grid)Proposed facility introduces leverage-based pricing grid; potential for lower margin at lower leverage, but wider range
14Interest Rate — All-In RangeLIBOR + 2.50%SOFR + 2.25% to SOFR + 3.25%At lowest grid level, proposed facility is 25 bps cheaper; at highest level, 75 bps more expensive
15Commitment Fee0.50% per annum on unused commitments (flat)0.375% per annum on unused commitments, stepping down to 0.25% per annum when utilization exceeds 50% of total commitments ($75,000,000 utilization threshold)Proposed facility offers lower commitment fee with step-down mechanism; favorable to Borrower
16Upfront / Arranging FeeN/A (original facility)$750,000 (0.50% of $150,000,000 total commitments)One-time fee payable to Meridian Atlantic as Arranger
17Administrative Agent FeeNot separately disclosed$75,000 per annum payable to Meridian Atlantic Bank N.A.Annual fee to administrative agent
18Governing LawNew YorkNew YorkSame governing law
19Collateral Agent / Security TrusteeHarborstone National Bank (in its capacity as agent)Pinnacle Trust & Agency Services Inc.Separate collateral agent proposed for new facility
20GuarantorsThalassa Dry Bulk Holdings Ltd. (Cyprus); Thalassa Tanker Operations Ltd. (Republic of the marshall Islands)Thalassa Dry Bulk Holdings Ltd. (Cyprus); Thalassa Tanker Operations Ltd. (Republic of the marshall Islands); Thalassa Logistics International Ltd. (Cyprus)Proposed facility adds Thalassa Logistics International Ltd. as additional guarantor
21Collateral — Vessel MortgagesFirst-priority ship mortgages on designated fleet vesselsFirst-priority ship mortgages on 18 designated Mortgaged Vessels (of 40 total fleet vessels)18 vessels designated for mortgage under proposed facility
22Collateral — Aggregate Appraised ValueNot specified in current recordsApproximately $780,000,000 (per Seastone Maritime Advisors appraisals, expected July 2023)Appraisals to be delivered by Seastone Maritime Advisors Ltd.
23Minimum Collateral Coverage Ratio130% of outstanding obligations140% of outstanding facility obligationsHigher coverage ratio under proposed facility (increase from 130% to 140%); at full draw of $150M, minimum required collateral value = $210,000,000
24Collateral — Earnings AccountsAssignment of earnings accounts for mortgaged vesselsAssignment of earnings accounts for the 18 Mortgaged VesselsSubstantially similar
25Collateral — Insurance AssignmentsAssignment of H&M and P&I insuranceAssignment of hull & machinery and P&I insurance for the Mortgaged VesselsSubstantially similar; Trident Marine Insurance Brokers Ltd. as TSL's broker
26Collateral — Share PledgesPledge of equity in vessel-owning subsidiaries (dry bulk and tanker holding companies)Pledge of 100% of equity interests in each vessel-owning subsidiaryExpanded to cover all vessel-owning subs
27Collateral — Charter AssignmentsAssignment of time charters with remaining terms > 12 monthsAssignment of all time charters with remaining terms of 12 months or moreSubstantially similar
28Financial Covenant — Max Net Leverage Ratio5.00:1.00 (flat)4.50:1.00, stepping down to 4.00:1.00 in Year 3Tighter leverage covenant in proposed facility; step-down mechanism adds further tightening
29Financial Covenant — Min Interest Coverage Ratio2.50:1.003.00:1.00Higher minimum interest coverage requirement in proposed facility
30Financial Covenant — Minimum Liquidity$20,000,000 (unrestricted cash and available commitments)$30,000,000 (unrestricted cash and available revolver commitments)Increased minimum liquidity by $10,000,000
31Financial Covenant — Max Capital Expenditures$100,000,000 per fiscal year$80,000,000 per fiscal yearLower CapEx cap under proposed facility; reduction of $20,000,000
32Mandatory Prepayment — Vessel Sales100% of net proceeds from sale of mortgaged vessels (subject to reinvestment right)To be negotiated; term sheet proposes 100% of net proceeds with reinvestment periodSimilar structure anticipated
33Voluntary PrepaymentPermitted without premium or penalty upon 3 business days' noticePermitted without premium or penalty; notice period TBDSubstantially similar
34Representations & WarrantiesStandard shipping finance representationsStandard shipping finance representations; expanded for multi-jurisdictional guarantor structureExpanded for Cyprus and marshall Islands guarantors
35Events of DefaultStandard shipping finance events of defaultStandard shipping finance events of default; to include cross-default, change of control, and environmental eventsAdditional triggers to be negotiated
36Change of ControlTransfer of >50% of voting equity of TSL triggers event of defaultTo be negotiated; term sheet proposes transfer of >50% or Nikolaos Karadimitriou ceases to hold >25%Expanded change of control trigger referencing founder/chairman
37Reporting CovenantsAnnual audited financials (Hawthorne & Garrett LLP as auditors); quarterly unaudited financials; compliance certificateAnnual audited financials; quarterly unaudited financials; compliance certificate; vessel position reportsAdditional vessel position reporting requirement
38Lender's CounselN/A (original facility)Whitmore, Jennings & Alcott LLP (Harrison Caldwell, Partner)Identified lender's counsel for proposed facility
39Borrower's CounselN/A (original facility)Calderwood & Harkness LLP (Ian Blackwood, Partner)Engagement letter dated March 10, 2023
40Greek Local CounselN/A (original facility)Pavlopoulos & Drakos Law Firm (Theodoros Pavlopoulos, Senior Partner)Greek-law opinions on corporate capacity and authorization
41Independent AppraiserVarious (per existing agreement)Seastone Maritime Advisors Ltd. (Duncan Fairweather, Managing Director)Single designated appraiser for proposed facility

[sheet: Syndicate Allocation]

LenderEntity TypeJurisdictionProposed Commitment ($)% of TotalContact PersonTitle
Meridian Atlantic Bank, N.A.National banking associationUnited States$45,000,00030.00%Catherine HsiangRelationship Manager
Nordkapp Maritime Finance AGAktiengesellschaftSwitzerland$40,000,00026.67%Anders DalmqvistManaging Director, Shipping Lending
Clearwater Commercial Lending LLCLLCDelaware, United States$35,000,00023.33%Rosa MenendezSenior Vice President
Eastbourne Capital Partners LLPLLPEngland & Wales$30,000,00020.00%Gavin HoltPartner, Maritime Credit
TOTAL$150,000,000100.00%

[sheet: Financial Covenant Analysis]

CovenantExisting Harborstone RequirementProposed Meridian Atlantic RequirementTSL FY2022 ActualHeadroom vs. Proposed CovenantCommentary
Max Consolidated Net Leverage Ratio5.00:1.004.50:1.00 (stepping to 4.00:1.00 in Year 3)Approximately 3.45:1.00 (based on ~$145M EBITDA)~1.05x headroom to 4.50x; ~0.55x headroom to 4.00xComfortable headroom; step-down in Year 3 requires monitoring
Min Consolidated Interest Coverage Ratio2.50:1.003.00:1.00To be confirmed based on FY2022 audited financials (Hawthorne & Garrett LLP)TBD pending detailed interest expense dataHigher threshold; need to verify actual interest coverage
Minimum Liquidity$20,000,000$30,000,000To be confirmedTBDIncreased by $10M; includes unrestricted cash plus available revolver commitments
Maximum Capital Expenditures$100,000,000 per fiscal year$80,000,000 per fiscal yearTo be confirmed against FY2022 actual CapExTBDReduced by $20M; may constrain fleet expansion or drydocking plans

[sheet: Fee Comparison]

Fee TypeExisting Harborstone RCFProposed Meridian Atlantic RCFEstimated Annual / One-Time CostNotes
Commitment Fee (unused portion)0.50% p.a. (flat)0.375% p.a. (0.25% when utilization > 50%)Varies by utilizationProposed facility more favorable at all utilization levels; step-down at $75M utilization threshold
Upfront / Arranging FeeN/A (original facility)$750,000 (0.50% × $150,000,000)$750,000One-time fee payable at closing to Meridian Atlantic as Sole Lead Arranger
Administrative Agent FeeNot separately disclosed$75,000 per annum$75,000Annual fee payable to Meridian Atlantic Bank N.A.
Borrower's Counsel FeesN/A (historical)Fee cap of $650,000 (exclusive of disbursements); Calderwood & Harkness LLP$650,000Capped fee arrangement per engagement letter dated March 10, 2023
Lender's Counsel FeesN/A (historical)Payable by Borrower per credit agreement terms; Whitmore, Jennings & Alcott LLPTBDSubject to negotiation

[sheet: Key Dates Reference]

DateEventRelevance
2018-11-15Existing Harborstone RCF executed (Credit Agreement dated November 15, 2018)Original facility; subsequently amended by First Amendment (June 30, 2020) and Second Amendment (March 1, 2022)
2023-01-18Thalassa issues RFP to banks for refinancingInitiated refinancing process
2023-02-14Meridian Atlantic mandate letter signed (Mandate and Fee Letter dated February 14, 2023)Meridian Atlantic selected as Sole Lead Arranger
2023-03-10Calderwood & Harkness engagement letter signedBorrower's counsel engaged; matter number 1044-00002
2023-03-13Matter opened at Calderwood & HarknessFormal commencement of C&H representation
2023-03-20Initial term sheet circulated by Meridian AtlanticBasis for this comparison chart
2023-03-24This comparison chart preparedCurrent document
2023-11-15Existing Harborstone RCF maturity dateDeadline for refinancing or extension; 5-year term from November 15, 2018