DRAFT — PRIVILEGED AND CONFIDENTIAL — NOT FOR FILING This document was prepared by Calderwood & Harkness LLP as part of Chapter 11 contingency planning for Thalassa Americas Inc. and was never filed with any court. This document is subject to the attorney-client privilege and the work product doctrine. Any distribution, reproduction, or use of this document without the express written consent of Calderwood & Harkness LLP is strictly prohibited.
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION
CORPORATE OWNERSHIP STATEMENT PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 7007.1
Dated: January 12, 2023
I. INTRODUCTION AND BASIS FOR FILING
Thalassa Americas Inc. ("TAI" or the "Debtor") hereby files this Corporate Ownership Statement (the "Statement") pursuant to Federal Rule of Bankruptcy Procedure 7007.1 and Local Rule 1007-1 of the United States Bankruptcy Court for the Southern District of Texas.
Federal Rule of Bankruptcy Procedure 7007.1 requires any nongovernmental corporate party to a proceeding in a bankruptcy case to file a statement that identifies any corporation, other than a governmental unit, that directly or indirectly owns 10% or more of any class of the corporation's equity interests. The rule further requires such party to identify any publicly held corporation that directly or indirectly owns 10% or more of the party's equity interests. The purpose of these disclosures is to enable the judges of this Court to evaluate possible conflicts of interest and recusal obligations.
In compliance with these requirements, the Debtor respectfully makes the following disclosures regarding its corporate ownership structure, including the identities of all entities and persons that directly or indirectly own 10% or more of any class of the Debtor's equity interests. The Debtor has made reasonable inquiry and believes the information set forth herein to be accurate and complete as of the date of this Statement.
II. IDENTITY OF THE DEBTOR
The following sets forth identifying information regarding the Debtor:
Full Legal Name: Thalassa Americas Inc.
Entity Type: C-Corporation organized under the laws of the State of Delaware.
Jurisdiction of Incorporation: State of Delaware. TAI was originally incorporated with the Delaware Division of Corporations on March 8, 2004, under File Number 3847291.
Employer Identification Number (EIN): 84-3291057.
Registered Agent: Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801.
Principal Place of Business: 1400 McKinney Street, Suite 2200, Houston, Texas 77010.
Business Description: TAI conducts the U.S.-side operations of the Thalassa shipping and logistics enterprise. TAI's operations encompass, among other things, (i) the management and operation of the Houston terminal facility, including cargo handling, warehousing, and intermodal transfer services; (ii) Jones Act–exempt foreign-flag vessel scheduling and coordination for inbound and outbound international trade across transatlantic routes; and (iii) domestic freight brokerage services, including inland transportation coordination, customs brokerage, and supply chain management for commercial customers throughout the continental United States.
TAI is not a publicly held corporation. No class of TAI's equity interests is publicly traded on any national securities exchange, and TAI does not have any class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor is TAI required to file reports under Section 15(d) of the Exchange Act.
III. DIRECT PARENT ENTITY — 100% OWNER OF THE DEBTOR
Thalassa Shipping & Logistics Société Anonyme ("TSL") is the sole and direct owner of 100% of the issued and outstanding shares of common stock of Thalassa Americas Inc. No other entity or person holds any direct equity interest in TAI. The common stock of TAI held by TSL constitutes all of the authorized, issued, and outstanding equity interests of the Debtor.
The following sets forth identifying information regarding TSL:
Full Legal Name: Thalassa Shipping & Logistics Société Anonyme.
Entity Type: Société Anonyme (SA) organized under the laws of the Hellenic Republic (Greece), and governed by the provisions of Greek Law 4548/2018, as amended, regarding sociétés anonymes.
Commercial Registration: TSL is registered with the Athens General Commercial Registry (Geniko Emporiko Mitroo, or "G.E.MI.") and maintains its registration in good standing as required by applicable Greek corporate law.
Headquarters: 42 Akti Miaouli, Piraeus 18538, Greece.
Greek Tax Identification Number (AFM): 998214763.
Publicly Held Status: TSL is not a publicly held corporation. No class of TSL's equity interests is listed or traded on any national securities exchange, including but not limited to the Athens Exchange (Athex), the London Stock Exchange, the New York Stock Exchange, or the Nasdaq Stock Market. TSL does not have any class of securities registered under Section 12 of the Exchange Act, nor is TSL required to file reports under Section 15(d) thereof.
Background: TSL is a privately held Greek shipping and logistics conglomerate founded in 1987 by members of the Kostandinos family. Over the course of more than three decades of operations, TSL has grown into one of the leading privately held maritime logistics enterprises in the Eastern Mediterranean region. TSL currently owns and operates a fleet of approximately fifty (50) ocean-going vessels, consisting of thirty-eight (38) dry-bulk carriers and twelve (12) container vessels of various sizes and capacities. In addition to its vessel operations, TSL provides integrated port-to-door logistics services spanning the Mediterranean Sea, Black Sea, and transatlantic trade lanes, serving a diverse base of commercial, industrial, and governmental customers.
TSL operates terminal facilities at three principal locations: (i) Piraeus, Greece; (ii) Thessaloniki, Greece; and (iii) Houston, Texas, United States. The Houston terminal is operated through TAI, the Debtor in these proceedings, and constitutes TSL's primary footprint in the North American market.
TSL employs approximately 4,200 individuals globally, including both shore-based personnel and seafarers. Of that total, approximately 680 employees are based in the United States and employed through TAI, working primarily at the Houston terminal facility and at TAI's Houston corporate offices.
IV. INDIRECT EQUITY HOLDERS OF THE DEBTOR — ENTITIES OWNING 10% OR MORE OF TSL
Because TSL directly owns 100% of the issued and outstanding equity of TAI, any entity or person holding 10% or more of the equity interests of TSL is, by operation of the ownership chain, an indirect holder of 10% or more of the equity interests of the Debtor. Accordingly, pursuant to Federal Rule of Bankruptcy Procedure 7007.1, the Debtor identifies the following indirect equity holders.
A. KFO Holdings Société Anonyme (80% of TSL)
Full Legal Name: KFO Holdings Société Anonyme ("KFO Holdings" or "KFO").
Entity Type: Société Anonyme (SA) organized under the laws of the Hellenic Republic (Greece), and governed by the provisions of Greek Law 4548/2018, as amended.
Nature of Entity: KFO Holdings is a family holding company established by and for the benefit of the Kostandinos family. KFO Holdings was formed for the primary purpose of holding and managing the Kostandinos family's equity interests in TSL and related family investments.
Headquarters: 42 Akti Miaouli, Piraeus 18538, Greece (the same registered address as TSL).
Ownership of TSL: KFO Holdings SA holds, in the aggregate, eighty percent (80%) of the issued and outstanding equity interests of TSL. This 80% equity stake is comprised of the following beneficial interests held through KFO Holdings:
(i) Dimitrios Kostandinos holds, through KFO Holdings, a beneficial interest representing approximately sixty-two percent (62%) of the total issued and outstanding equity of TSL. Mr. Kostandinos serves as Chairman of the Board of Directors of TSL and is the founder and patriarch of the Kostandinos family shipping enterprise.
(ii) Elena Kostandinos-Pavlou holds, through KFO Holdings, a beneficial interest representing approximately eighteen percent (18%) of the total issued and outstanding equity of TSL. Ms. Kostandinos-Pavlou serves as Vice Chairwoman of the Board of Directors of TSL. She is the daughter of Dimitrios Kostandinos and has served in various executive and board capacities within the TSL corporate family since 2009.
(iii) The combined beneficial interests of Mr. Kostandinos and Ms. Kostandinos-Pavlou, held through KFO Holdings, total eighty percent (80%) of the equity of TSL.
Publicly Held Status: KFO Holdings is not a publicly held corporation. No class of KFO Holdings' equity interests is listed or traded on any national securities exchange. KFO Holdings does not have any class of securities registered under Section 12 of the Exchange Act, nor is KFO Holdings required to file reports under Section 15(d) thereof.
B. Other Equity Holders of TSL (Minority / Below 10% Threshold)
The remaining twenty percent (20%) of the issued and outstanding equity interests of TSL is held by various minority shareholders, none of whom individually holds 10% or more of TSL's equity interests. These minority shareholders include a combination of individual investors and small institutional holders, all of which maintain beneficial ownership positions below the 10% disclosure threshold.
Accordingly, pursuant to Federal Rule of Bankruptcy Procedure 7007.1, the Debtor is not required to identify such minority shareholders by name, as no individual minority shareholder crosses the 10% ownership threshold with respect to any class of TSL's equity interests. Because TSL is the sole direct parent of TAI, and because no minority holder of TSL individually holds 10% or more of TSL's equity, no such minority holder indirectly holds 10% or more of the Debtor's equity.
To the best of the Debtor's knowledge, information, and belief, formed after reasonable inquiry, no publicly held corporation holds 10% or more of any class of the Debtor's equity interests, whether directly or indirectly, through TSL or otherwise.
V. ORGANIZATIONAL CHART SUMMARY
Set forth below is a textual summary of the Debtor's ownership chain. A simplified organizational chart is attached hereto as Exhibit A for illustrative purposes.
Level 1 — Ultimate Beneficial Owners:
Dimitrios Kostandinos beneficially owns, through KFO Holdings SA, approximately 62% of the equity of TSL. Elena Kostandinos-Pavlou beneficially owns, through KFO Holdings SA, approximately 18% of the equity of TSL. Together, the Kostandinos family members hold, through KFO Holdings SA, approximately 80% of TSL's equity. The remaining approximately 20% of TSL's equity is held collectively by various minority shareholders, none of whom individually holds 10% or more.
Level 2 — Family Holding Company:
KFO Holdings Société Anonyme, a Greek société anonyme, serves as the family holding company through which Dimitrios Kostandinos and Elena Kostandinos-Pavlou hold their combined 80% equity interest in TSL.
Level 3 — Direct Parent of the Debtor:
Thalassa Shipping & Logistics Société Anonyme, a Greek société anonyme, holds 100% of the issued and outstanding shares of common stock of the Debtor, Thalassa Americas Inc. TSL is the operating parent company of the broader Thalassa enterprise.
Level 4 — The Debtor:
Thalassa Americas Inc., a Delaware C-Corporation and the debtor in these cases, is a wholly owned subsidiary of TSL. TAI conducts the U.S.-based operations of the Thalassa enterprise as described herein.
Non-Debtor Affiliates — Vessel-Owning SPVs:
In addition to its ownership of TAI, TSL also owns equity interests in fourteen (14) vessel-owning special purpose vehicles (the "Vessel SPVs"). Each Vessel SPV is organized under the laws of various foreign jurisdictions, including but not limited to the Republic of the marshall Islands, the Republic of Liberia, and the Republic of Malta. The Vessel SPVs are wholly owned subsidiaries of TSL and are not debtors in these cases. TAI does not hold any direct equity interest in any of the Vessel SPVs, and no Vessel SPV holds any equity interest in TAI.
Secured Financing Arrangements:
The Debtor notes for disclosure purposes that TSL's equity interest in TAI constitutes part of the collateral package securing the Senior Secured Credit Facility (the "Credit Facility") originally dated as of June 15, 2019, by and among TSL, as borrower, certain lenders party thereto from time to time, and Nordbank International AG, as administrative agent and collateral agent. The pledge of TSL's equity interest in TAI under the Credit Facility may be relevant to ownership and governance matters in these proceedings and is noted here for the Court's information.
VI. AFFILIATES AND RELATED ENTITIES
For purposes of complete disclosure and to assist the Court in identifying potential conflicts of interest, the Debtor provides the following summary of its key affiliates within the Thalassa corporate family:
1.  Thalassa Shipping & Logistics SA (organized in the Hellenic Republic (Greece)) — Direct parent of TAI and 100% owner of the Debtor's equity. Headquarters in Piraeus, Greece.
2.  KFO Holdings SA (organized in the Hellenic Republic (Greece)) — Indirect parent of TAI and holder of 80% of the equity of TSL. Family holding company of the Kostandinos family. Headquarters in Piraeus, Greece.
3.  Fourteen (14) Vessel-Owning Special Purpose Vehicles (organized in various foreign jurisdictions, including the Republic of the marshall Islands, the Republic of Liberia, and the Republic of Malta) — Sister entities owned directly by TSL. These Vessel SPVs each own a single ocean-going vessel and are not debtors in these cases. The individual names and jurisdictions of organization of the Vessel SPVs will be listed in a supplemental exhibit if required by the Court or any party in interest.
The Debtor confirms that no entity other than TSL holds any direct equity interest in TAI. All of TAI's issued and outstanding shares of common stock are held solely and exclusively by TSL.
In addition to the equity relationship described above, the Debtor discloses that there exists a subordinated intercompany promissory note in the original principal amount of $76,400,000 (the "Intercompany Note"), issued by TAI, as maker, to TSL, as holder and payee. The Intercompany Note reflects advances made by TSL to TAI over the course of TAI's operations to fund, among other things, capital expenditures at the Houston terminal facility and working capital needs of the U.S. operations. The Intercompany Note is subordinated to all senior secured and unsecured obligations of TAI and reflects the ongoing financial relationship between the Debtor and its direct parent. The terms and treatment of the Intercompany Note may be the subject of further disclosure or litigation in these proceedings.
VII. STATEMENT REGARDING PUBLICLY HELD ENTITIES
Pursuant to Federal Rule of Bankruptcy Procedure 7007.1, the Debtor makes the following affirmative statement regarding publicly held entities:
To the best of the Debtor's knowledge, information, and belief, formed after reasonable inquiry:
(a) No publicly held corporation owns 10% or more of any class of the Debtor's equity interests, whether directly or indirectly.
(b) The Debtor's ultimate parent, TSL, is a privately held Greek société anonyme, and the ultimate beneficial owners of the Debtor are Dimitrios Kostandinos and Elena Kostandinos-Pavlou, both of whom hold their interests through KFO Holdings SA, also a privately held Greek société anonyme. None of these entities or individuals constitutes a publicly held corporation for purposes of Rule 7007.1.
(c) None of TSL, KFO Holdings SA, or TAI has any class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or is required to file reports under Section 15(d) thereof. Accordingly, none of these entities is a "publicly held corporation" within the meaning of the applicable rules.
(d) To the Debtor's knowledge, none of the minority shareholders of TSL who collectively hold the remaining 20% of TSL's equity is a publicly held corporation holding 10% or more of any class of TSL's equity.
VIII. RESERVATION OF RIGHTS
The Debtor reserves the right to amend, modify, or supplement this Corporate Ownership Statement as may be necessary or appropriate during the pendency of these cases, including without limitation in the event of any change in the ownership of the Debtor's equity interests, any change in the ownership structure of TSL or KFO Holdings, or any correction of information contained herein. The Debtor will promptly file a supplemental or amended statement in the event that any material change occurs in the information disclosed herein.
The ownership information set forth in this Statement is provided as of the date hereof, January 12, 2023, and reflects the Debtor's best knowledge as of that date. The Debtor acknowledges its continuing obligation to update this Statement in accordance with applicable rules and orders of the Court.
Nothing contained in this Statement shall be deemed a waiver of any right, claim, or defense of the Debtor, including without limitation any right to object to claims, any defense to avoidance actions, or any other right or defense available under applicable law, the Bankruptcy Code, or the Federal Rules of Bankruptcy Procedure.
IX. VERIFICATION AND SIGNATURE
The undersigned, Marcus Hale, President of Thalassa Americas Inc., hereby verifies under penalty of perjury that the information set forth in this Corporate Ownership Statement is true and correct to the best of my knowledge, information, and belief, formed after reasonable inquiry.
VERIFICATION
I, Marcus Hale, President of Thalassa Americas Inc., hereby declare under penalty of perjury under the laws of the United States of America that the foregoing Corporate Ownership Statement is true and correct to the best of my knowledge, information, and belief.
Dated: January 12, 2023
________________________________________
Marcus Hale President, Thalassa Americas Inc.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP Proposed Counsel for the Debtor, Thalassa Americas Inc.
By: ________
Nathaniel Bower (Partner) Texas Bar No. 04278531 New York Bar No. 4812907
Amy Chesterton (Associate) Texas Bar No. 24109874 New York Bar No. 5643281
CALDERWOOD & HARKNESS LLP 780 Third Avenue New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
Email: nbower@calderwoodharkness.com
Email: achesterton@calderwoodharkness.com
Dated: January 12, 2023
EXHIBIT A
CORPORATE OWNERSHIP DIAGRAM
The following diagram is provided for illustrative purposes only. It presents a simplified depiction of the ownership chain of Thalassa Americas Inc. (the Debtor) and is not intended to depict all intermediate entities, all vessel-owning special purpose vehicles, or all legal relationships among the entities shown. This diagram should be read in conjunction with the disclosures set forth in the Corporate Ownership Statement to which it is attached.
LEVEL 1 — ULTIMATE BENEFICIAL OWNERS
↓
LEVEL 2 — FAMILY HOLDING COMPANY
KFO Holdings Société Anonyme (Hellenic Republic (Greece)) Holds 80% of TSL equity on behalf of the Kostandinos family
↓
LEVEL 3 — DIRECT PARENT OF THE DEBTOR
Thalassa Shipping & Logistics Société Anonyme (Hellenic Republic (Greece)) Holds 100% of TAI equity Also holds 100% of 14 Vessel-Owning SPVs (non-debtor affiliates)
↓ ↓
LEVEL 4 — THE DEBTOR AND NON-DEBTOR AFFILIATES
Note: The 14 vessel-owning special purpose vehicles are wholly owned subsidiaries of TSL and are sister entities to TAI. TAI does not hold any direct equity interest in any Vessel SPV. The individual names and jurisdictions of organization of the Vessel SPVs are available upon request and will be provided in a supplemental exhibit if required by the Court or any party in interest. This diagram does not depict the pledge of TSL's equity interest in TAI under the Senior Secured Credit Facility with Nordbank International AG as administrative agent and collateral agent.
CERTIFICATE OF SERVICE
The undersigned hereby certifies that this Corporate Ownership Statement has not been filed with the Court or served upon any party, as it has been prepared solely as part of Chapter 11 contingency planning and remains in draft form. Upon filing, service will be made in accordance with the Federal Rules of Bankruptcy Procedure and the Local Rules of the United States Bankruptcy Court for the Southern District of Texas.
________________________________________
Nathaniel Bower CALDERWOOD & HARKNESS LLP
Dated: January 12, 2023
DRAFT — PRIVILEGED AND CONFIDENTIAL — NOT FOR FILING Calderwood & Harkness LLP — Matter No. 1044-00003 Prepared as part of Chapter 11 contingency planning for Thalassa Americas Inc. This document was never filed with the United States Bankruptcy Court for the Southern District of Texas or any other court.
In re: | Case No. ____
THALASSA AMERICAS INC., | Chapter 11
Debtor. | (To Be Assigned Upon Filing)
Beneficial Owner | Interest in TSL (via KFO Holdings)
Dimitrios Kostandinos | 62% of TSL equity
Elena Kostandinos-Pavlou | 18% of TSL equity
Other Minority Shareholders (various) | 20% of TSL equity (collectively; none ≥ 10%)
Entity | Jurisdiction | Status
Thalassa Americas Inc. | Delaware, U.S.A. | Debtor
14 Vessel-Owning SPVs | Marshall Islands, Liberia, Malta (various) | Non-Debtor Affiliates