[sheet: Cover]
Field | Value
Document Title | Term Sheet Comparison Chart — Existing Harborstone RCF vs. Proposed Meridian Atlantic RCF
Prepared By | Daniel Obi, Associate, Banking & Finance, Calderwood & Harkness LLP
Date | March 24, 2023
Matter Number | 1044-00002
Client | Thalassa Shipping & Logistics SA
Reviewed By | Sophie Tremblay, Senior Associate, Banking & Finance
Supervising Partner | Ian Blackwood, Partner, Banking & Finance
Purpose | Side-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.
Confidentiality | PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Distribution | Aris Komnenidis (General Counsel, TSL); Dimitrios Pantazis (CFO, TSL); Elena Vassiliou (CEO, TSL)
[sheet: Term Comparison]
Item No. | Term / Provision | Existing Harborstone RCF | Proposed Meridian Atlantic RCF | Commentary / Key Differences
1 | Facility Type | Senior Secured Revolving Credit Facility | Senior Secured Revolving Credit Facility | Same structure
2 | Credit Agreement Date | November 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
3 | Borrower | Thalassa Shipping & Logistics SA, a Société Anonyme organized under the laws of the Hellenic Republic | Thalassa Shipping & Logistics SA, a Société Anonyme organized under the laws of the Hellenic Republic | Same borrower
4 | Administrative Agent | Harborstone National Bank | Meridian Atlantic Bank, National Association | Change of administrative agent
5 | Lenders | Harborstone 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
6 | Arranger / Bookrunner | Harborstone National Bank (sole) | Meridian Atlantic Bank N.A. — Sole Lead Arranger and Sole Bookrunner | Change of arranger
7 | Facility Size (Total Commitments) | $125,000,000 | $150,000,000 | Increase of $25,000,000 (20% increase); incremental capacity for general corporate purposes and working capital
8 | Letter of Credit Sublimit | Not specified / N/A | $20,000,000 | New LC sublimit under proposed facility
9 | Swingline Sublimit | Not specified / N/A | $15,000,000 | New swingline sublimit under proposed facility
10 | Purpose | General corporate purposes and working capital | Refinance existing Harborstone RCF ($125,000,000) and provide incremental liquidity ($25,000,000) for general corporate purposes and working capital | Proposed facility adds refinancing purpose
11 | Maturity Date | November 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
12 | Interest Rate — Benchmark | LIBOR | SOFR (Secured Overnight Financing Rate) | Transition from LIBOR to SOFR consistent with market evolution
13 | Interest Rate — Applicable Margin | 250 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
14 | Interest Rate — All-In Range | LIBOR + 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
15 | Commitment Fee | 0.50% 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
16 | Upfront / Arranging Fee | N/A (original facility) | $750,000 (0.50% of $150,000,000 total commitments) | One-time fee payable to Meridian Atlantic as Arranger
17 | Administrative Agent Fee | Not separately disclosed | $75,000 per annum payable to Meridian Atlantic Bank N.A. | Annual fee to administrative agent
18 | Governing Law | New York | New York | Same governing law
19 | Collateral Agent / Security Trustee | Harborstone National Bank (in its capacity as agent) | Pinnacle Trust & Agency Services Inc. | Separate collateral agent proposed for new facility
20 | Guarantors | Thalassa 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
21 | Collateral — Vessel Mortgages | First-priority ship mortgages on designated fleet vessels | First-priority ship mortgages on 18 designated Mortgaged Vessels (of 40 total fleet vessels) | 18 vessels designated for mortgage under proposed facility
22 | Collateral — Aggregate Appraised Value | Not specified in current records | Approximately $780,000,000 (per Seastone Maritime Advisors appraisals, expected July 2023) | Appraisals to be delivered by Seastone Maritime Advisors Ltd.
23 | Minimum Collateral Coverage Ratio | 130% of outstanding obligations | 140% of outstanding facility obligations | Higher coverage ratio under proposed facility (increase from 130% to 140%); at full draw of $150M, minimum required collateral value = $210,000,000
24 | Collateral — Earnings Accounts | Assignment of earnings accounts for mortgaged vessels | Assignment of earnings accounts for the 18 Mortgaged Vessels | Substantially similar
25 | Collateral — Insurance Assignments | Assignment of H&M and P&I insurance | Assignment of hull & machinery and P&I insurance for the Mortgaged Vessels | Substantially similar; Trident Marine Insurance Brokers Ltd. as TSL's broker
26 | Collateral — Share Pledges | Pledge of equity in vessel-owning subsidiaries (dry bulk and tanker holding companies) | Pledge of 100% of equity interests in each vessel-owning subsidiary | Expanded to cover all vessel-owning subs
27 | Collateral — Charter Assignments | Assignment of time charters with remaining terms > 12 months | Assignment of all time charters with remaining terms of 12 months or more | Substantially similar
28 | Financial Covenant — Max Net Leverage Ratio | 5.00:1.00 (flat) | 4.50:1.00, stepping down to 4.00:1.00 in Year 3 | Tighter leverage covenant in proposed facility; step-down mechanism adds further tightening
29 | Financial Covenant — Min Interest Coverage Ratio | 2.50:1.00 | 3.00:1.00 | Higher minimum interest coverage requirement in proposed facility
30 | Financial 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
31 | Financial Covenant — Max Capital Expenditures | $100,000,000 per fiscal year | $80,000,000 per fiscal year | Lower CapEx cap under proposed facility; reduction of $20,000,000
32 | Mandatory Prepayment — Vessel Sales | 100% of net proceeds from sale of mortgaged vessels (subject to reinvestment right) | To be negotiated; term sheet proposes 100% of net proceeds with reinvestment period | Similar structure anticipated
33 | Voluntary Prepayment | Permitted without premium or penalty upon 3 business days' notice | Permitted without premium or penalty; notice period TBD | Substantially similar
34 | Representations & Warranties | Standard shipping finance representations | Standard shipping finance representations; expanded for multi-jurisdictional guarantor structure | Expanded for Cyprus and marshall Islands guarantors
35 | Events of Default | Standard shipping finance events of default | Standard shipping finance events of default; to include cross-default, change of control, and environmental events | Additional triggers to be negotiated
36 | Change of Control | Transfer of >50% of voting equity of TSL triggers event of default | To be negotiated; term sheet proposes transfer of >50% or Nikolaos Karadimitriou ceases to hold >25% | Expanded change of control trigger referencing founder/chairman
37 | Reporting Covenants | Annual audited financials (Hawthorne & Garrett LLP as auditors); quarterly unaudited financials; compliance certificate | Annual audited financials; quarterly unaudited financials; compliance certificate; vessel position reports | Additional vessel position reporting requirement
38 | Lender's Counsel | N/A (original facility) | Whitmore, Jennings & Alcott LLP (Harrison Caldwell, Partner) | Identified lender's counsel for proposed facility
39 | Borrower's Counsel | N/A (original facility) | Calderwood & Harkness LLP (Ian Blackwood, Partner) | Engagement letter dated March 10, 2023
40 | Greek Local Counsel | N/A (original facility) | Pavlopoulos & Drakos Law Firm (Theodoros Pavlopoulos, Senior Partner) | Greek-law opinions on corporate capacity and authorization
41 | Independent Appraiser | Various (per existing agreement) | Seastone Maritime Advisors Ltd. (Duncan Fairweather, Managing Director) | Single designated appraiser for proposed facility
[sheet: Syndicate Allocation]
Lender | Entity Type | Jurisdiction | Proposed Commitment ($) | % of Total | Contact Person | Title
Meridian Atlantic Bank, N.A. | National banking association | United States | $45,000,000 | 30.00% | Catherine Hsiang | Relationship Manager
Nordkapp Maritime Finance AG | Aktiengesellschaft | Switzerland | $40,000,000 | 26.67% | Anders Dalmqvist | Managing Director, Shipping Lending
Clearwater Commercial Lending LLC | LLC | Delaware, United States | $35,000,000 | 23.33% | Rosa Menendez | Senior Vice President
Eastbourne Capital Partners LLP | LLP | England & Wales | $30,000,000 | 20.00% | Gavin Holt | Partner, Maritime Credit
TOTAL | $150,000,000 | 100.00%
[sheet: Financial Covenant Analysis]
Covenant | Existing Harborstone Requirement | Proposed Meridian Atlantic Requirement | TSL FY2022 Actual | Headroom vs. Proposed Covenant | Commentary
Max Consolidated Net Leverage Ratio | 5.00:1.00 | 4.50:1.00 (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 4.00x | Comfortable headroom; step-down in Year 3 requires monitoring
Min Consolidated Interest Coverage Ratio | 2.50:1.00 | 3.00:1.00 | To be confirmed based on FY2022 audited financials (Hawthorne & Garrett LLP) | TBD pending detailed interest expense data | Higher threshold; need to verify actual interest coverage
Minimum Liquidity | $20,000,000 | $30,000,000 | To be confirmed | TBD | Increased by $10M; includes unrestricted cash plus available revolver commitments
Maximum Capital Expenditures | $100,000,000 per fiscal year | $80,000,000 per fiscal year | To be confirmed against FY2022 actual CapEx | TBD | Reduced by $20M; may constrain fleet expansion or drydocking plans
[sheet: Fee Comparison]
Fee Type | Existing Harborstone RCF | Proposed Meridian Atlantic RCF | Estimated Annual / One-Time Cost | Notes
Commitment Fee (unused portion) | 0.50% p.a. (flat) | 0.375% p.a. (0.25% when utilization > 50%) | Varies by utilization | Proposed facility more favorable at all utilization levels; step-down at $75M utilization threshold
Upfront / Arranging Fee | N/A (original facility) | $750,000 (0.50% × $150,000,000) | $750,000 | One-time fee payable at closing to Meridian Atlantic as Sole Lead Arranger
Administrative Agent Fee | Not separately disclosed | $75,000 per annum | $75,000 | Annual fee payable to Meridian Atlantic Bank N.A.
Borrower's Counsel Fees | N/A (historical) | Fee cap of $650,000 (exclusive of disbursements); Calderwood & Harkness LLP | $650,000 | Capped fee arrangement per engagement letter dated March 10, 2023
Lender's Counsel Fees | N/A (historical) | Payable by Borrower per credit agreement terms; Whitmore, Jennings & Alcott LLP | TBD | Subject to negotiation
[sheet: Key Dates Reference]
Date | Event | Relevance
2018-11-15 | Existing 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)
2023-01-18 | Thalassa issues RFP to banks for refinancing | Initiated refinancing process
2023-02-14 | Meridian Atlantic mandate letter signed (Mandate and Fee Letter dated February 14, 2023) | Meridian Atlantic selected as Sole Lead Arranger
2023-03-10 | Calderwood & Harkness engagement letter signed | Borrower's counsel engaged; matter number 1044-00002
2023-03-13 | Matter opened at Calderwood & Harkness | Formal commencement of C&H representation
2023-03-20 | Initial term sheet circulated by Meridian Atlantic | Basis for this comparison chart
2023-03-24 | This comparison chart prepared | Current document
2023-11-15 | Existing Harborstone RCF maturity date | Deadline for refinancing or extension; 5-year term from November 15, 2018