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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

In re:

THALASSA AMERICAS INC.,

Debtor.

Case No. __-__ (to be assigned)

Chapter 11

APPLICATION OF DEBTOR FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF CALDERWOOD & HARKNESS LLP AS COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE

Filed by: Thalassa Americas Inc., as debtor and debtor-in-possession Draft Date: January 20, 2023 Status: DRAFT — NEVER FILED

I. PRELIMINARY STATEMENT

Thalassa Americas Inc. ("TAI" or the "Debtor"), debtor and debtor-in-possession in the above-captioned Chapter 11 case, respectfully submits this application (the "Application") pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the "Bankruptcy Code") and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") for entry of an order, substantially in the form attached hereto as Exhibit C (the "Proposed Order"), authorizing the Debtor to employ and retain Calderwood & Harkness LLP ("C&H" or the "Firm") as its counsel in this Chapter 11 case, nunc pro tunc to the date on which the Debtor filed its voluntary petition commencing this case (the "Petition Date"). In support of this Application, the Debtor respectfully represents as follows:

Calderwood & Harkness LLP has served as restructuring counsel to the Debtor and its parent entity, Thalassa Shipping & Logistics Société Anonyme ("TSL"), since October 25, 2022, when the Firm was initially retained pursuant to an engagement letter of even date to advise TAI and TSL on Chapter 11 contingency planning for TAI, out-of-court restructuring alternatives for the broader TSL enterprise, cross-border coordination with Greek counsel, and related tax structuring matters. Since that date, C&H has developed an extensive and detailed understanding of the Debtor's business operations, financial condition, capital structure, creditor constituencies, and the full spectrum of restructuring alternatives available to the Debtor and its stakeholders. C&H's familiarity with the Debtor's affairs is unmatched by any other law firm, and the Debtor believes that C&H's continued representation is essential to the efficient and effective administration of this Chapter 11 case.

In further support of this Application, the Debtor relies upon the Declaration of Nathaniel Bower, a partner at Calderwood & Harkness LLP, attached hereto as Exhibit A (the "Bower Declaration"), and the Verified Statement of Calderwood & Harkness LLP Pursuant to Rule 2014 of the Federal Rules of Bankruptcy Procedure, attached hereto as Exhibit B (the "Verified Statement"). The Bower Declaration and the Verified Statement are incorporated herein by reference in their entirety.

II. JURISDICTION AND VENUE

This Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended General Order of Reference from the United States District Court for the Southern District of Texas. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A), as it concerns the administration of the Debtor's estate. Venue is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409. The Debtor's principal office and place of business is located at 1400 McKinney Street, Suite 2200, Houston, Texas 77010, which is within the jurisdictional boundaries of the Southern District of Texas, Houston Division.

The statutory predicates for the relief sought herein are sections 327(a) and 328(a) of the Bankruptcy Code and Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure. The Debtor further relies upon the applicable Local Rules of the United States Bankruptcy Court for the Southern District of Texas and the guidelines promulgated by the Office of the United States Trustee for Region 7.

III. BACKGROUND

A. The Debtor and Its Business

1. TAI is a Delaware C-Corporation (Employer Identification Number: 84-3291057) and a wholly-owned subsidiary of Thalassa Shipping & Logistics Société Anonyme ("TSL"), a société anonyme organized and existing under the laws of the Hellenic Republic and headquartered at 42 Akti Miaouli, Piraeus 18538, Greece. TSL is one of the leading mid-market international shipping and logistics companies operating in the dry-bulk and container shipping sectors.

2. TSL was founded in 1987 by the Kostandinos family. Chairman Dimitrios Kostandinos and Vice Chairwoman Elena Kostandinos-Pavlou hold a combined eighty percent (80%) of TSL's equity through KFO Holdings Société Anonyme ("KFO"), a Greek holding company. Specifically, Mr. Kostandinos holds approximately sixty-two percent (62%) of TSL equity and Ms. Kostandinos-Pavlou holds approximately eighteen percent (18%) of TSL equity, in each case through their respective indirect holdings in KFO. The remaining twenty percent (20%) of TSL equity is held by various institutional investors and former management participants.

3. TAI is registered with the Delaware Secretary of State. Its registered agent in Delaware is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801. TAI was incorporated on March 12, 2018 to serve as the primary U.S. operating subsidiary of TSL and to facilitate the expansion of TSL's commercial activities in the United States.

4. TAI conducts the U.S.-side operations of the TSL enterprise, including the management of Houston terminal operations at the Port of Houston, Jones Act–exempt foreign-flag vessel scheduling for TSL's fleet calling at U.S. ports, and a domestic freight brokerage business that serves as an intermediary between U.S. shippers and the TSL fleet as well as third-party tonnage providers. TAI's Houston terminal operations include the management of two leased terminal berths at the Barbours Cut Terminal and associated warehouse and laydown yard facilities.

5. For the fiscal year ended December 31, 2021, TAI reported total revenue of approximately $312 million. For the fiscal year ended December 31, 2022, TAI's estimated total revenue is approximately $198 million, reflecting a year-over-year decline of approximately 36.5%. This decline is principally attributable to the collapse in dry-bulk charter rates and the broader deterioration in global shipping markets described below.

6. TAI currently employs approximately 680 employees in the United States, including approximately 420 employees in the Houston metropolitan area and approximately 260 employees in other U.S. locations. These employees are part of TSL's approximately 4,200 employees globally, including approximately 2,800 seafarers and approximately 1,400 shore-based personnel.

7. TSL owns and operates a fleet of fifty (50) vessels, consisting of thirty-eight (38) dry-bulk carriers and twelve (12) container vessels. As of November 1, 2022, the fleet was appraised by Drakos Maritime Valuations Ltd. ("Drakos"), an independent maritime appraisal firm based in Piraeus, Greece, at an aggregate fair market value of approximately $623 million. This represents a decline of approximately $268 million, or approximately 30.1%, from the fleet's appraised value of approximately $891 million as of January 2022. The decline in fleet value reflects the significant deterioration in secondhand vessel prices attributable to the downturn in global shipping markets.

8. TSL's consolidated revenue declined from approximately €1.42 billion for the fiscal year ended December 31, 2021 to an estimated €987 million for the fiscal year ended December 31, 2022, representing a decline of approximately 30.5%. This decline was driven principally by collapsing dry-bulk charter rates. The Baltic Dry Index, a widely followed composite index of dry-bulk shipping rates, declined approximately 58% between January and September 2022. The average daily time charter equivalent ("TCE") rate earned by TSL's dry-bulk fleet fell from approximately $24,800 per day during the first quarter of 2022 to approximately $11,200 per day during the third quarter of 2022, rendering a substantial portion of the fleet cash-flow negative on a fully loaded cost basis.

9. TAI's current officers are: Marcus Hale, President; Diana Restrepo, Vice President of Finance; and Jonathan Kurtz, Vice President of Operations. Mr. Hale has served as President of TAI since its incorporation in 2018 and oversees all U.S.-side operations. Ms. Restrepo joined TAI in 2019 and is responsible for financial reporting, treasury management, and budgeting for the U.S. operations. Mr. Kurtz joined TAI in 2020 and manages Houston terminal operations and vessel scheduling.

10. TSL's officers and board include: Georgios Andreadis, Chief Executive Officer; Irini Dalakoura, Chief Financial Officer; and Stavros Papageorgiou, General Counsel (Greece). Mr. Andreadis has served as CEO of TSL since 2015 and reports to the TSL board of directors, which is chaired by Dimitrios Kostandinos. Ms. Dalakoura has served as CFO since 2017. Mr. Papageorgiou has served as General Counsel since 2012 and oversees all legal matters for the TSL group outside of the United States.

B. The Debtor's Capital Structure

11. The Debtor's capital structure is summarized below. A more detailed description of each facility follows.

Senior Secured Credit Facility. Pursuant to a Credit Agreement dated as of June 15, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among TSL (as borrower), TAI (as co-borrower for the U.S. Tranche), Nordbank International AG ("Nordbank"), as Administrative Agent and Collateral Agent, and a syndicate of nine (9) lenders (collectively, the "Senior Secured Lenders"), TSL and TAI are parties to a senior secured credit facility with an original total commitment of $685 million. The Credit Agreement provides for the following tranches:

(a) Term Loan A: A $400 million amortizing term loan with quarterly principal payments of $10 million. As of September 30, 2022, the outstanding principal balance of Term Loan A was approximately $270 million, reflecting thirteen (13) quarterly amortization payments totaling $130 million that were made between the closing date and September 30, 2022.

(b) Revolving Credit Facility: A $200 million revolving credit facility. As of September 30, 2022, the Revolving Credit Facility was drawn to approximately $185 million.

(c) U.S. Tranche (Term Loan B): An $85 million non-amortizing term loan with bullet maturity, for which TAI is the direct co-borrower. As of September 30, 2022, the outstanding principal balance of Term Loan B was $85 million.

12. The total outstanding indebtedness under the Credit Agreement as of September 30, 2022 was approximately $540 million, consisting of $270 million under Term Loan A, $185 million under the Revolving Credit Facility, and $85 million under Term Loan B (the U.S. Tranche). The Credit Agreement bears interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 375 basis points, with an additional 200 basis points applicable upon the occurrence and continuation of an event of default (the "Default Rate"). The original maturity date of the Credit Agreement is June 15, 2024.

13. The obligations under the Credit Agreement are secured by first-priority liens on substantially all of the assets of TSL and TAI, including thirty-eight (38) dry-bulk carriers, twelve (12) container vessels, the Houston terminal lease, all accounts receivable of TSL and TAI, the equity interests in TAI, and the equity interests in fourteen (14) vessel-owning special purpose vehicles organized under Greek and Liberian law. First-priority ship mortgages have been registered with the applicable flag state registries in respect of each of the fifty (50) vessels.

14. The syndicate members and their respective commitments under the Credit Agreement are as follows:

15. Mezzanine Notes. Pursuant to a Note Purchase Agreement dated as of June 15, 2019, TAI issued mezzanine notes (the "Mezzanine Notes") in the original aggregate principal amount of $100 million to Dralvecen Mezzanine Capital LLC ("BMC"). As of September 30, 2022, the outstanding balance of the Mezzanine Notes was approximately $112.3 million, reflecting the original $100 million principal amount plus approximately $12.3 million in capitalized payment-in-kind ("PIK") interest. The Mezzanine Notes bear interest at a rate of 11.5% per annum on a PIK toggle basis; all interest payments have been made in PIK form since the second quarter of 2022. The Mezzanine Notes are secured by a second-priority lien on the same collateral securing the Senior Secured Credit Facility, subject to the terms of an Intercreditor Agreement dated as of June 15, 2019 by and between Nordbank, as first lien agent, and BMC, as second lien holder. The Mezzanine Notes mature on December 15, 2024.

16. Unsecured Notes. TAI has outstanding $50 million in aggregate principal amount of 8.25% senior unsecured notes due March 1, 2025 (the "Unsecured Notes"), issued pursuant to an Indenture dated as of March 1, 2020 between TAI and Garrison Trust Company, as indenture trustee (the "Indenture Trustee"). The Indenture Trustee's principal office is located at 100 Wall Street, 16th Floor, New York, New York 10005. The Unsecured Notes bear interest at a fixed rate of 8.25% per annum, payable semi-annually in cash on March 1 and September 1 of each year. The CUSIP number for the Unsecured Notes is 87265BAB5.

17. Intercompany Note. TAI owes TSL an aggregate of approximately $76.4 million pursuant to a subordinated intercompany promissory note dated March 12, 2018 (the "Intercompany Note"), bearing interest at 5.0% per annum. The Intercompany Note is structurally and contractually subordinated to all external indebtedness of TAI and is expected to be treated as an equity-like claim for purposes of any plan of reorganization.

18. Trade Payables. As of September 30, 2022, TAI had outstanding trade payables of approximately $38.7 million owed to various vendors and suppliers. The largest single trade creditor is Olympian Fuel & Supply SA ("Olympian"), a Greek-based bunker fuel supplier, which is owed approximately $9.2 million for fuel and supply deliveries to TSL vessels calling at U.S. ports.

19. Summary of Total Debt. As of September 30, 2022, the Debtor's total funded debt and other liabilities across all facilities (including trade and other payables but excluding the subordinated Intercompany Note) were approximately $847.3 million, summarized as follows:

C. Events Leading to the Chapter 11 Filing

20. The events leading to the commencement of this Chapter 11 case may be summarized as follows:

21. September 15, 2022 — Minimum Liquidity Covenant Breach. On or about September 15, 2022, TSL breached the Minimum Liquidity Covenant set forth in Section 7.11(c) of the Credit Agreement. The Minimum Liquidity Covenant requires TSL to maintain unrestricted cash and cash equivalents of not less than $40 million at all times. As of September 15, 2022, TSL's unrestricted cash had fallen to approximately $27.3 million, resulting in a shortfall of approximately $12.7 million. The liquidity shortfall was principally caused by the sustained decline in charter rate revenues and the continued draw on the Revolving Credit Facility to fund operating expenses.

22. September 30, 2022 — Leverage and Coverage Ratio Breaches. As of September 30, 2022, TSL was in breach of two additional financial covenants under the Credit Agreement:

(a) Maximum Net Leverage Ratio. The Credit Agreement requires TSL to maintain a Maximum Net Leverage Ratio (defined as Net Debt divided by trailing twelve-month EBITDA) of not greater than 5.50x. As of September 30, 2022, TSL's Net Leverage Ratio was approximately 7.82x (Net Debt of approximately $770.9 million divided by LTM EBITDA of approximately $98.6 million), exceeding the covenant threshold by a significant margin.

(b) Minimum Interest Coverage Ratio. The Credit Agreement requires TSL to maintain a Minimum Interest Coverage Ratio (defined as trailing twelve-month EBITDA divided by trailing twelve-month Interest Expense) of not less than 2.50x. As of September 30, 2022, TSL's Interest Coverage Ratio was approximately 1.74x (LTM EBITDA of approximately $98.6 million divided by LTM Interest Expense of approximately $56.7 million), falling well below the required minimum.

23. October 10, 2022 — Forbearance Agreement. On October 10, 2022, TSL, TAI, Nordbank (as Administrative Agent), and the requisite majority of the Senior Secured Lender syndicate executed a Forbearance Agreement (the "Forbearance Agreement") pursuant to which the Senior Secured Lenders agreed to forbear from exercising their rights and remedies arising from the foregoing covenant defaults for a period of ninety (90) days, through and including January 8, 2023 (the "Initial Forbearance Period"). The Forbearance Agreement imposed certain additional reporting requirements on TSL and TAI, including delivery of weekly cash flow reports and monthly financial statements, and required TSL and TAI to engage a financial advisor and restructuring counsel within fifteen (15) days.

24. October 25, 2022 — Retention of Calderwood & Harkness LLP. On October 25, 2022, TAI and TSL retained Calderwood & Harkness LLP as restructuring counsel to advise on Chapter 11 contingency planning for TAI, out-of-court restructuring alternatives for the broader TSL enterprise, cross-border coordination with Vassiliou & Demetriou Law Offices (Greek counsel to TSL), and related tax structuring matters. The engagement is described in greater detail in Section VII below and in the Bower Declaration (Exhibit A).

25. December 1, 2022 — Missed Interest Payment on Unsecured Notes. On December 1, 2022, TAI failed to make the semi-annual interest payment due on the Unsecured Notes in the amount of $2,062,500 (calculated as $50 million multiplied by 8.25% per annum, divided by two). The Indenture governing the Unsecured Notes provides for a thirty (30) day cure period following the scheduled payment date, which expired on January 1, 2023 without the payment having been made. The failure to make the interest payment within the cure period constituted an "Event of Default" under the Indenture and a cross-default under Section 8.01(e) of the Credit Agreement.

26. January 8, 2023 — First Forbearance Extension. On January 8, 2023, the Initial Forbearance Period was extended by agreement of the requisite parties through March 8, 2023 (the "Extended Forbearance Period"), subject to substantially the same terms and conditions as the original Forbearance Agreement, with the addition of a requirement that TAI and TSL deliver a term sheet for a proposed restructuring support agreement ("RSA") to the Ad Hoc Group of Senior Secured Lenders no later than February 15, 2023.

27. Throughout the prepetition period, the Debtor, with the assistance of C&H and its financial advisor, Kensington Veltrian Partners LLC, has continued to explore all available restructuring alternatives, including a comprehensive out-of-court restructuring, a prepackaged or prenegotiated Chapter 11 plan, a standalone Chapter 11 filing by TAI with coordinated proceedings in Greece under Greek Law 4738/2020, and one or more section 363 asset sales. Negotiations with the principal creditor constituencies have been ongoing, and the Debtor has been working diligently toward a consensual resolution that maximizes value for all stakeholders.

IV. RELIEF REQUESTED

28. By this Application, the Debtor seeks entry of an order, substantially in the form of the Proposed Order attached hereto as Exhibit C, authorizing the Debtor to retain and employ Calderwood & Harkness LLP as its counsel in this Chapter 11 case, nunc pro tunc to the Petition Date, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code. The Debtor further requests that the Court approve C&H's standard hourly billing rates and expense reimbursement practices as described herein, subject to the Court's review under sections 330 and 331 of the Bankruptcy Code.

V. BASIS FOR RELIEF

A. Statutory Authority — Section 327(a)

29. Section 327(a) of the Bankruptcy Code provides, in relevant part:

Except as otherwise provided in this section, the trustee, with the court's approval, may employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the trustee in carrying out the trustee's duties under this title.

30. Section 1107(a) of the Bankruptcy Code grants a debtor-in-possession the rights and powers of a trustee under section 327(a), subject to certain exceptions not applicable here. Accordingly, the Debtor, as debtor-in-possession, is authorized to seek retention of C&H as its counsel, provided that C&H satisfies the disinterestedness and adverse interest requirements of section 327(a).

31. Section 101(14) of the Bankruptcy Code defines a "disinterested person" as a person that:

(A) is not a creditor, an equity security holder, or an insider;

(B) is not and was not, within 2 years before the date of the filing of the petition, a director, officer, or employee of the debtor; and

(C) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the debtor, or for any other reason.

32. C&H satisfies each of these requirements. Specifically:

(a) C&H is not a creditor of the Debtor. While C&H may hold a prepetition claim for fees and expenses incurred prior to the Petition Date, it is well established that the existence of a prepetition claim for professional services does not, standing alone, disqualify a firm from retention under section 327(a). See, e.g., In re AroChem Corp., 176 F.3d 610, 623 (2d Cir. 1999); In re Granite Partners, L.P., 219 B.R. 22, 33 (Bankr. S.D.N.Y. 1998).

(b) C&H is not an equity security holder of or insider of the Debtor, TSL, KFO, or any of their affiliates.

(c) C&H is not and was not, within two years before the anticipated Petition Date, a director, officer, or employee of the Debtor.

(d) C&H does not hold or represent an interest adverse to the Debtor's estate or any class of creditors or equity security holders. As set forth in detail in the Verified Statement (Exhibit B), C&H has conducted a comprehensive conflicts check and has disclosed all connections to the Debtor, its affiliates, creditors, and other parties in interest. None of the connections identified give rise to an actual conflict of interest or an interest materially adverse to the estate.

33. As more fully set forth in the Verified Statement attached hereto as Exhibit B, C&H has disclosed all connections with the Debtor, its creditors, and other parties in interest as required by Rule 2014(a) of the Bankruptcy Rules. Based on the foregoing, C&H is eligible for retention as counsel to the Debtor under section 327(a) of the Bankruptcy Code.

B. C&H's Qualifications and Experience

34. Calderwood & Harkness LLP is a nationally recognized law firm with a well-established bankruptcy, restructuring, and insolvency practice. The Firm's principal office is located at 780 Third Avenue, New York, New York 10017. C&H maintains additional offices in Washington, D.C., Houston, Texas, and London, England. The Firm's restructuring practice regularly represents debtors, creditors, acquirers, lenders, and other parties in interest in some of the largest and most complex restructuring matters in the United States and internationally.

35. The C&H engagement team assigned to this matter has extensive experience in complex cross-border restructurings, maritime and shipping insolvency matters, Chapter 11 proceedings of all sizes and complexity, and out-of-court restructurings and liability management transactions. The team has particular expertise in the unique legal issues that arise in the restructuring of international shipping companies, including issues relating to maritime liens, the Ship Mortgage Act, flag-state registrations, arrest proceedings, center of main interest ("COMI") determinations for purposes of Chapter 15 recognition, and the coordination of concurrent proceedings in multiple jurisdictions.

36. Since its initial retention on October 25, 2022, C&H has developed an intimate familiarity with the Debtor's business operations, financial condition, capital structure, intercompany relationships, creditor constituencies, and the full range of restructuring alternatives under consideration. The Firm has conducted extensive due diligence, prepared detailed analytical memoranda, drafted all first-day motions and related orders in contemplation of a Chapter 11 filing, reviewed and negotiated the DIP financing documentation, assisted in the negotiation of the Forbearance Agreement and its extension, prepared RSA term sheets, and engaged in extensive negotiations with counsel to all principal creditor constituencies.

37. Replacing C&H at this juncture would deprive the Debtor's estate of the significant benefit of this accumulated institutional knowledge. Any successor counsel would be required to invest substantial time and resources to achieve the same level of familiarity with the Debtor's affairs, resulting in duplicative costs to the estate and potentially significant delays in the administration of the case. The Debtor believes that the retention of C&H is in the best interests of the estate and all stakeholders.

C. Scope of Services

38. If retained, C&H will provide the following legal services to the Debtor in connection with the administration of this Chapter 11 case:

(a) Advise the Debtor with respect to its powers, duties, and responsibilities as debtor-in-possession under the Bankruptcy Code, including but not limited to the requirements of sections 1107 and 1108 of the Bankruptcy Code and the applicable Bankruptcy Rules.

(b) Prepare and file all necessary motions, applications, answers, orders, reports, complaints, objections, and other pleadings and papers on behalf of the Debtor in connection with the administration of this Chapter 11 case.

(c) Advise and represent the Debtor in connection with all first-day motions and hearings, including but not limited to motions relating to cash management, payment of employee wages and benefits, payment of critical vendor claims, payment of prepetition taxes, maintenance of insurance programs, and authorization of DIP financing.

(d) Negotiate, draft, and file a plan of reorganization (or plans of reorganization), a disclosure statement, and all related solicitation materials, ballots, and confirmation-related documents, and represent the Debtor at the disclosure statement hearing, solicitation process, and confirmation hearing.

(e) Advise the Debtor in connection with the proposed $75 million superpriority debtor-in-possession credit facility (the "DIP Facility") from Nordbank International AG and Triton Credit Partners LP, including the negotiation, documentation, and approval of the DIP Facility and compliance with its terms throughout the case.

(f) Represent the Debtor in negotiations with all creditor constituencies, including the Ad Hoc Group of Senior Secured Lenders (represented by Whitfield, Crane & Burgess LLP, Attn: Graham Whitfield III), Dralvecen Mezzanine Capital LLC (represented by Kellner & Foss LLP, Attn: Theodore Kellner), and the informal group of unsecured noteholders (represented by Ashford, Brightmoor Group & McKay PC, Attn: Carolyn Brightmoor Group), as well as any official committee of unsecured creditors appointed in this case and any other parties in interest.

(g) Coordinate all cross-border matters with Vassiliou & Demetriou Law Offices ("V&D"), Greek counsel to TSL, including but not limited to any proceedings commenced under Chapter 15 of the Bankruptcy Code for recognition of foreign proceedings, analysis of Greek Law 4738/2020 (the Greek insolvency framework), coordination with the Greek courts as necessary, and resolution of issues relating to center of main interest ("COMI") and establishment of foreign main or foreign nonmain proceedings.

(h) Advise the Debtor on all tax structuring matters, including cancellation-of-debt income ("CODI"), exclusions available under section 108 of the Internal Revenue Code, cross-border tax implications of the restructuring, PIK interest capitalization treatment, and related federal, state, and international tax matters. Tax advisory services will be led by Sylvia Hartwell, a Specialist Tax Partner at C&H.

(i) Advise and represent the Debtor in connection with any asset sales under section 363 of the Bankruptcy Code, the assumption, assumption and assignment, or rejection of executory contracts and unexpired leases under section 365 of the Bankruptcy Code, and any other estate administration matters that may arise during the case.

(j) Advise the Debtor with respect to claims analysis and resolution, including the objection to, subordination of, or settlement of claims as appropriate.

(k) Perform all other necessary or appropriate legal services in connection with the administration of this Chapter 11 case as may be requested by the Debtor or required by the circumstances.

VI. C&H'S ENGAGEMENT TEAM

39. The following attorneys and professionals at Calderwood & Harkness LLP will serve as the primary engagement team for this matter, subject to modification as the needs of the case require:

Nathaniel Bower — Partner, Bankruptcy & Restructuring. Mr. Bower will serve as the Responsible Partner and lead attorney on this engagement and as the primary point of contact for the Debtor, the Court, the United States Trustee, and all parties in interest. Mr. Bower has over twenty years of experience representing debtors, creditors, and other parties in interest in complex Chapter 11 cases and out-of-court restructurings, with particular expertise in the maritime and energy sectors.

Colette Whitman — Partner, Bankruptcy & Restructuring. Ms. Whitman will serve as the Billing Partner for this engagement and will oversee all billing, budgeting, fee application preparation, and fee-related matters. Ms. Whitman has extensive experience in the administration of large Chapter 11 cases, including compliance with United States Trustee guidelines and local rules governing professional compensation.

Amy Chesterton — Senior Associate, Bankruptcy & Restructuring. Ms. Chesterton will serve as the Lead Associate on this engagement and will be responsible for day-to-day case management, drafting of pleadings, motions, and other papers, negotiation support, and coordination with the Debtor's financial advisor and other professionals. Ms. Chesterton has significant experience in cross-border restructurings and maritime insolvency matters.

Nathan Ikeda — Associate, Bankruptcy & Restructuring. Mr. Ikeda will serve as a Working Associate on this engagement and will provide legal research, drafting, and analytical support across all aspects of the case. Mr. Ikeda has experience in Chapter 11 cases in the Southern District of Texas and the Southern District of New York.

Sylvia Hartwell — Partner, Tax. Ms. Hartwell is a Specialist Tax Partner at C&H who will advise the Debtor on all tax aspects of the restructuring, including CODI, section 108 exclusions, cross-border tax matters, PIK capitalization treatment, and related tax structuring. Ms. Hartwell has extensive experience advising debtors and other parties in interest on the tax implications of complex restructurings, including cross-border transactions involving non-U.S. parent companies.

40. In addition to the foregoing team members, C&H may assign additional attorneys, paraprofessionals, and support staff to this matter as the needs of the case require. The Debtor will identify any such additional professionals in its interim fee applications to the extent required by applicable guidelines.

VII. PROFESSIONAL COMPENSATION — TERMS OF ENGAGEMENT

A. Billing Rates

41. C&H's current standard hourly billing rates, effective as of 2022, are as follows:

42. These rates are consistent with the rates charged by C&H to its other clients for comparable services and are reflective of the rates charged by firms of comparable size, experience, and reputation for similar engagements. C&H's rates are subject to periodic adjustment in accordance with the Firm's customary practice, typically on an annual basis. Any adjustments to C&H's rates will be disclosed in the Debtor's interim fee applications filed with the Court.

43. C&H will seek compensation for professional services rendered and reimbursement of actual, necessary, and reasonable out-of-pocket expenses incurred in accordance with sections 330 and 331 of the Bankruptcy Code, the applicable Bankruptcy Rules, the Local Rules of this Court, and the guidelines promulgated by the Office of the United States Trustee. C&H will comply with any order governing professional compensation entered in this case, including any budget and staffing guidelines established by the Court or agreed upon with the United States Trustee.

B. Retainer.

44. Prior to the Petition Date, the Debtor (through its parent, TSL) paid C&H a retainer in the amount of $500,000 (the "Retainer"), which was deposited on October 28, 2022 into C&H's Interest on Lawyers' Trust Account ("IOLTA") at Greaves Bancorp The Retainer was applied in part against fees and expenses incurred by C&H for prepetition services rendered to the Debtor and TSL. As of the date hereof, the Debtor estimates that the remaining unapplied portion of the Retainer is approximately $__. Any unapplied portion of the Retainer will continue to be held in trust by C&H and will be applied against postpetition fees and expenses only as approved by the Court in connection with interim or final fee applications filed pursuant to sections 330 and 331 of the Bankruptcy Code.

C. Prepetition Fees and Expenses

45. C&H commenced its engagement on October 25, 2022, pursuant to an engagement letter of even date (the "Initial Engagement Letter"), assigned Matter No. 1044-00003 within C&H's internal matter management system. The Initial Engagement Letter was addressed jointly to Georgios Andreadis, Chief Executive Officer of TSL, and Marcus Hale, President of TAI, as a joint engagement covering both TSL and TAI with respect to the restructuring advisory mandate described herein.

46. On November 5, 2022, a supplemental engagement letter (the "Supplemental Engagement Letter") was executed, which expanded the scope of C&H's engagement to include tax advisory services under the direction of Sylvia Hartwell, Specialist Tax Partner. The Supplemental Engagement Letter confirmed that tax advisory services would be billed at C&H's standard hourly rates and would be subject to the same terms and conditions as the Initial Engagement Letter.

47. Between the engagement date of October 25, 2022 and the anticipated Petition Date, C&H has performed substantial prepetition services on behalf of the Debtor and TSL, including, without limitation, the following:

(a) Analysis of Chapter 11 viability, venue selection, and filing strategy for TAI;

(b) Analysis of center of main interest ("COMI") for purposes of Chapter 15 recognition and coordination with Greek proceedings;

(c) Comprehensive review and analysis of executory contracts and unexpired leases, including the Houston terminal lease and vessel charter parties;

(d) Analysis of preference and fraudulent transfer exposure under sections 547 and 548 of the Bankruptcy Code;

(e) Analysis of intercompany claims, including the $76.4 million subordinated Intercompany Note and various intercompany transactions;

(f) Analysis of directors' and officers' fiduciary duties under Delaware law and Greek law, including zone-of-insolvency considerations;

(g) Analysis of maritime liens and the Ship Mortgage Act, including the interaction between maritime liens and the Bankruptcy Code;

(h) Preparation of detailed tax memoranda addressing cancellation-of-debt income, section 108 exclusions, and cross-border tax implications of the restructuring;

(i) Preparation of a critical vendor analysis identifying vendors essential to the Debtor's ongoing operations;

(j) Preparation of a comprehensive Chapter 11 Contingency Playbook setting forth the strategy, timeline, and critical path for a potential Chapter 11 filing;

(k) Analysis of Greek Law 4738/2020 and coordination with Vassiliou & Demetriou Law Offices on cross-border insolvency protocol and parallel Greek proceedings;

(l) Drafting of all first-day motions and related proposed orders in contemplation of a Chapter 11 filing, including motions for cash management, employee wages and benefits, critical vendors, insurance, taxes, utilities, DIP financing, and claims and noticing agent retention;

(m) Review and analysis of the proposed $75 million DIP credit facility documentation, including the DIP credit agreement, DIP orders, and related security documents;

(n) Review and analysis of the Forbearance Agreement and negotiation of the extension of the forbearance period through March 8, 2023;

(o) Preparation of RSA term sheets and extensive correspondence and negotiations with counsel to the Ad Hoc Group of Senior Secured Lenders, BMC, and the informal unsecured noteholder group; and

(p) General restructuring advisory services, including regular calls and meetings with the Debtor's management, financial advisor, and other professionals.

48. C&H will seek payment of prepetition fees and expenses in a separate application, to the extent applicable and permitted by applicable law. C&H acknowledges that any prepetition claims for fees and expenses are subject to the Court's review under the operative provisions of the Bankruptcy Code and the applicable guidelines of the United States Trustee.

VIII. DISCLOSURE OF CONNECTIONS — VERIFIED STATEMENT PURSUANT TO RULE 2014

A. Overview.

49. Attached hereto as Exhibit B is the Verified Statement of Nathaniel Bower, a partner at Calderwood & Harkness LLP, filed pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the "Verified Statement"). The Verified Statement discloses all of C&H's connections with the Debtor, its creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, and any person employed in the Office of the United States Trustee, as required by Rule 2014(a). A summary of the disclosed connections is set forth below.

B. Connections to the Debtor and Its Affiliates

50. C&H represents the Debtor, Thalassa Americas Inc., and its parent entity, Thalassa Shipping & Logistics Société Anonyme, in connection with the restructuring engagement described herein. The joint engagement was established pursuant to the Initial Engagement Letter dated October 25, 2022, as supplemented by the Supplemental Engagement Letter dated November 5, 2022.

51. C&H does not represent KFO Holdings Société Anonyme, the family holding company through which Dimitrios Kostandinos and Elena Kostandinos-Pavlou hold their interests in TSL, in any capacity. Although KFO is a party to certain RSA-related documents under negotiation, KFO is independently advised by separate counsel, and C&H has not provided legal advice to KFO or its individual principals.

52. C&H has no prior or current engagement with Dimitrios Kostandinos, Elena Kostandinos-Pavlou, Georgios Andreadis, Irini Dalakoura, Stavros Papageorgiou, Marcus Hale, Diana Restrepo, or Jonathan Kurtz in their individual capacities. C&H has had communications with each of these individuals in connection with the restructuring engagement, but such communications have been conducted in their respective capacities as officers or directors of TSL, TAI, or KFO, as applicable, and not in any individual capacity.

53. C&H has no ownership interest, whether direct or indirect, in the Debtor, TSL, KFO, or any of their affiliates or subsidiaries.

C. Connections to Creditors and Lenders

54. C&H has performed a comprehensive conflicts check against all known creditors, lenders, parties in interest, and their respective counsel in this case. The results of that conflicts check, as updated to the date of this Application, are summarized as follows:

(a) Nordbank International AG (Administrative Agent and Collateral Agent under the Credit Agreement). C&H has performed unrelated legal work for affiliates of Nordbank in the past, specifically in connection with a leveraged finance transaction in 2019 in which C&H represented a borrower client and Nordbank served as a member of the lending syndicate. That matter is concluded and there is no ongoing engagement. C&H does not currently represent Nordbank or any of its affiliates and does not believe that this prior representation creates any conflict of interest. Henrik Lüdemann, Managing Director of Nordbank, is a counterparty contact in the present matter.

(b) Aegean Capital Bank SA. No connections have been identified between C&H and Aegean Capital Bank SA or its affiliates.

(d) Pacifica Trade Finance Corp. No connections have been identified between C&H and Pacifica Trade Finance Corp. or its affiliates.

(e) Continental Maritime Lending GmbH. No connections have been identified between C&H and Continental Maritime Lending GmbH or its affiliates.

(f) Triton Credit Partners LP. C&H has performed unrelated legal work for portfolio companies of Triton Credit Partners LP in the past, specifically in connection with a distressed debt acquisition in 2020 in which C&H represented a portfolio company of Triton's affiliate fund. That matter is concluded and there is no ongoing engagement. C&H does not currently represent Triton or any of its affiliates and does not believe that this prior representation creates any conflict of interest. David Sorokin, Partner at Triton, is a counterparty contact in the present matter.

(g) Laurentian Shipping Fund II. No connections have been identified between C&H and Laurentian Shipping Fund II or its affiliates.

(h) Caspian Asset Management Ltd. No connections have been identified between C&H and Caspian Asset Management Ltd. or its affiliates.

(i) Pelagos Institutional Credit Fund. No connections have been identified between C&H and Pelagos Institutional Credit Fund or its affiliates.

(j) Dralvecen Mezzanine Capital LLC. No connections have been identified between C&H and Dralvecen Mezzanine Capital LLC or its affiliates. Rebecca Quimby, Senior Partner at BMC, is the primary contact for the mezzanine lender. BMC is represented in this matter by Kellner & Foss LLP (Theodore Kellner, lead partner; Samantha Ong, associate), with offices at 1185 Avenue of the Americas, 30th Floor, New York, New York 10036.

(k) Garrison Trust Company (Indenture Trustee for the Unsecured Notes). No connections have been identified between C&H and Garrison Trust Company or its affiliates.

(l) Olympian Fuel & Supply SA (largest trade creditor, owed approximately $9.2 million). No connections have been identified between C&H and Olympian Fuel & Supply SA or its affiliates.

(m) Trade Creditors Generally (approximately $38.7 million in aggregate trade payables). C&H has checked its records against the Debtor's list of known trade creditors and has not identified any connections that would create a disqualifying conflict of interest. To the extent any connections are identified with individual trade creditors, C&H will disclose such connections in supplemental filings.

D. Connections to Other Professionals

55. C&H has also reviewed its records for connections with the other professionals and advisors retained or expected to be retained in this case. The results are as follows:

(a) Whitfield, Crane & Burgess LLP ("WCB") — counsel to the Ad Hoc Group of Senior Secured Lenders. Lead partner: Graham Whitfield III. Senior associate: Priya Nandakumar. Offices: 51 West 52nd Street, 38th Floor, New York, New York 10019. C&H and WCB have appeared as co-counsel and as opposing counsel in various unrelated matters over the years, as is common among major restructuring law firms. C&H does not believe that these professional relationships create any conflict of interest or any appearance of impropriety. In the present matter, WCB represents the Ad Hoc Group and C&H represents the Debtor, and the interests of these constituencies are distinct and in some respects adverse.

(b) Kellner & Foss LLP ("K&F") — counsel to Dralvecen Mezzanine Capital LLC. Lead partner: Theodore Kellner. Associate: Samantha Ong. Offices: 1185 Avenue of the Americas, 30th Floor, New York, New York 10036. No material connections have been identified between C&H and K&F beyond the ordinary course of professional interactions common among restructuring law firms.

(c) Ashford, Brightmoor Group & McKay PC ("ADM") — counsel to the informal group of unsecured noteholders. Lead partner: Carolyn Brightmoor Group. Associate: Robert Mancini. Offices: 299 Park Avenue, 18th Floor, New York, New York 10171. No material connections have been identified between C&H and ADM beyond the ordinary course of professional interactions common among restructuring law firms.

(d) Vassiliou & Demetriou Law Offices ("V&D") — Greek counsel to TSL. Lead partner: Alexandros Vassiliou. Offices: 15 Vasilissis Sofias Avenue, Athens 10674, Greece. C&H has coordinated extensively with V&D in connection with this engagement, as V&D represents TSL on Greek insolvency and corporate matters, including matters arising under Greek Law 4738/2020 and the coordination of any parallel proceedings in Greece. C&H does not represent V&D, and there is no financial relationship between C&H and V&D other than coordination on this matter. C&H does not have any fee-sharing or referral arrangement with V&D.

(e) Kensington Veltrian Partners LLC ("KHP") — financial advisor to the Debtor and TSL. Managing Director: James Calloway. Offices: 300 Park Avenue, 12th Floor, New York, New York 10022. C&H and KHP have worked together on prior restructuring engagements for other clients, as is common in the restructuring advisory community. C&H does not represent KHP and does not have any financial relationship with KHP other than the ordinary course coordination of professionals on shared engagements.

(f) Draycott Advisory Group LLC ("Draycott") — financial advisor to the Ad Hoc Group of Senior Secured Lenders. Partner: Vanessa Chow. Offices: 520 Madison Avenue, 20th Floor, New York, New York 10022. No connections have been identified between C&H and Draycott or its personnel.

(g) Alderney Management Advisors LLC ("Alderney") — chief restructuring officer provider (standby engagement). CRO designee: Richard "Rick" Thornberg. Offices: 200 Clarendon Street, 45th Floor, Boston, Massachusetts 02116. C&H has worked with Alderney and Mr. Thornberg on prior Chapter 11 cases for other clients. C&H does not represent Alderney and does not have any financial relationship with Alderney other than the ordinary course coordination of professionals on shared engagements.

(h) Pendleton Claim Services Inc. ("Pendleton") — claims and noticing agent (standby engagement signed November 15, 2022). President: Laura Pendleton. Offices: 1601 Elm Street, Suite 4200, Dallas, Texas 75201. No conflicts have been identified between C&H and Pendleton or its personnel.

(i) Grainger, Holt & Associates LLP ("GH&A") — independent auditor of TSL. Lead engagement partner: Malcolm Holt. Offices: 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom. No connections have been identified between C&H and GH&A or its personnel.

(j) Drakos Maritime Valuations Ltd. ("Drakos") — vessel appraiser. Principal: Captain Nikos Drakos. Offices: 28 Poseidonos Avenue, Piraeus 18531, Greece. No connections have been identified between C&H and Drakos or its personnel.

(k) Seaward & Beckett Insurance Brokers Ltd. ("S&B") — insurance broker. Principal: Ian Beckett. Offices: 71 Fenchurch Street, London EC3M 4BS, United Kingdom. No connections have been identified between C&H and S&B or its personnel.

(l) Promontory Indemnity Insurance Co. — directors' and officers' liability insurer. Policy No. PII-DO-2022-08847, with an aggregate limit of $25 million. No connections have been identified between C&H and Promontory or its personnel.

E. Connections to the Office of the United States Trustee and Judicial Officers

56. C&H has made inquiry of its personnel assigned to this matter and is not aware of any connection between any C&H attorney, paraprofessional, or staff member working on this matter and any judge of this Court, any employee of the Clerk's Office, or any representative of the Office of the United States Trustee for the Southern District of Texas (Region 7) that would create a disqualifying conflict of interest or give rise to any appearance of impropriety.

F. Conclusion Regarding Disinterestedness

57. Based on the foregoing disclosures, C&H believes that it is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, that it does not hold or represent an interest adverse to the estate of the Debtor, and that it is eligible for retention as counsel to the Debtor under section 327(a) of the Bankruptcy Code.

58. C&H has a continuing obligation to disclose any connections or potential conflicts of interest that may arise during the pendency of this case. C&H will promptly file supplemental disclosures with the Court if any additional connections are discovered or if circumstances change in a manner that could affect C&H's disinterestedness or eligibility for continued retention.

IX. EFFECTIVE DATE — NUNC PRO TUNC REQUEST

59. The Debtor requests that C&H's retention be approved nunc pro tunc to the Petition Date. C&H has provided continuous legal services to the Debtor since October 25, 2022, and has continued to provide such services from and after the Petition Date without interruption. The nunc pro tunc approval is necessary and appropriate to ensure that there is no gap in C&H's authority to serve as counsel to the estate and to preserve the estate's access to C&H's accumulated institutional knowledge.

60. Courts in this District and elsewhere routinely approve the nunc pro tunc retention of professionals where, as here, the professional was engaged prior to the petition date and has provided continuous services to the debtor through and after the filing. See, e.g., In re Mirant Corp., 2004 WL 1254151 (Bankr. N.D. Tex. 2004); In re Enron Corp., No. 01-16034 (Bankr. S.D.N.Y. Jan. 18, 2002). The Debtor submits that nunc pro tunc approval is warranted here to prevent any disruption to the administration of the case and to avoid prejudice to the estate.

X. NO PRIOR APPLICATION

61. No prior request for the relief sought herein has been made to this or any other court.

XI. NOTICE

62. Notice of this Application has been given to the following parties or their counsel:

(i) the Office of the United States Trustee for the Southern District of Texas, Region 7;

(ii) counsel to the Ad Hoc Group of Senior Secured Lenders, Whitfield, Crane & Burgess LLP, Attn: Graham Whitfield III, 51 West 52nd Street, 38th Floor, New York, New York 10019;

(iii) Nordbank International AG, as Administrative Agent under the Credit Agreement, Attn: Henrik Lüdemann;

(iv) counsel to Dralvecen Mezzanine Capital LLC, Kellner & Foss LLP, Attn: Theodore Kellner, 1185 Avenue of the Americas, 30th Floor, New York, New York 10036;

(v) counsel to the informal group of unsecured noteholders, Ashford, Brightmoor Group & McKay PC, Attn: Carolyn Brightmoor Group, 299 Park Avenue, 18th Floor, New York, New York 10171;

(vi) Garrison Trust Company, as indenture trustee for the Unsecured Notes, 100 Wall Street, 16th Floor, New York, New York 10005;

(vii) any committee of unsecured creditors appointed in this case and its counsel, if any; and

(viii) all other parties entitled to notice under Bankruptcy Rule 2002 and the applicable Local Rules of this Court.

63. The Debtor submits that no further notice of this Application is required under the circumstances.

XII. PRAYER FOR RELIEF

WHEREFORE, the Debtor respectfully requests that the Court enter an order, substantially in the form of the Proposed Order attached hereto as Exhibit C:

(a) authorizing the Debtor to retain and employ Calderwood & Harkness LLP as counsel to the Debtor and debtor-in-possession in this Chapter 11 case, nunc pro tunc to the Petition Date, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code;

(b) approving C&H's standard hourly billing rates and expense reimbursement practices as set forth in this Application, subject to the Court's review and approval under sections 330 and 331 of the Bankruptcy Code; and

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Nathaniel Bower, Partner Responsible Partner, Bankruptcy & Restructuring 780 Third Avenue New York, New York 10017 Telephone: (212) 555-7800 Facsimile: (212) 555-7801

Email: nbower@calderwoodharkness.com

Proposed Counsel to the Debtor and Debtor-in-Possession

Dated: January 20, 2023

EXHIBIT A

DECLARATION OF NATHANIEL BOWER IN SUPPORT OF APPLICATION TO RETAIN CALDERWOOD & HARKNESS LLP AS COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

In re:

THALASSA AMERICAS INC.,

Debtor.

Case No. __-__ (to be assigned)

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION
In re:
THALASSA AMERICAS INC.,
Debtor.
Case No. __-__ (to be assigned)
Chapter 11
APPLICATION OF DEBTOR FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF CALDERWOOD & HARKNESS LLP AS COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE
Filed by: Thalassa Americas Inc., as debtor and debtor-in-possession Draft Date: January 20, 2023 Status: DRAFT — NEVER FILED
I. PRELIMINARY STATEMENT
Thalassa Americas Inc. ("TAI" or the "Debtor"), debtor and debtor-in-possession in the above-captioned Chapter 11 case, respectfully submits this application (the "Application") pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the "Bankruptcy Code") and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") for entry of an order, substantially in the form attached hereto as Exhibit C (the "Proposed Order"), authorizing the Debtor to employ and retain Calderwood & Harkness LLP ("C&H" or the "Firm") as its counsel in this Chapter 11 case, nunc pro tunc to the date on which the Debtor filed its voluntary petition commencing this case (the "Petition Date"). In support of this Application, the Debtor respectfully represents as follows:
Calderwood & Harkness LLP has served as restructuring counsel to the Debtor and its parent entity, Thalassa Shipping & Logistics Société Anonyme ("TSL"), since October 25, 2022, when the Firm was initially retained pursuant to an engagement letter of even date to advise TAI and TSL on Chapter 11 contingency planning for TAI, out-of-court restructuring alternatives for the broader TSL enterprise, cross-border coordination with Greek counsel, and related tax structuring matters. Since that date, C&H has developed an extensive and detailed understanding of the Debtor's business operations, financial condition, capital structure, creditor constituencies, and the full spectrum of restructuring alternatives available to the Debtor and its stakeholders. C&H's familiarity with the Debtor's affairs is unmatched by any other law firm, and the Debtor believes that C&H's continued representation is essential to the efficient and effective administration of this Chapter 11 case.
In further support of this Application, the Debtor relies upon the Declaration of Nathaniel Bower, a partner at Calderwood & Harkness LLP, attached hereto as Exhibit A (the "Bower Declaration"), and the Verified Statement of Calderwood & Harkness LLP Pursuant to Rule 2014 of the Federal Rules of Bankruptcy Procedure, attached hereto as Exhibit B (the "Verified Statement"). The Bower Declaration and the Verified Statement are incorporated herein by reference in their entirety.
II. JURISDICTION AND VENUE
This Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended General Order of Reference from the United States District Court for the Southern District of Texas. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A), as it concerns the administration of the Debtor's estate. Venue is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409. The Debtor's principal office and place of business is located at 1400 McKinney Street, Suite 2200, Houston, Texas 77010, which is within the jurisdictional boundaries of the Southern District of Texas, Houston Division.
The statutory predicates for the relief sought herein are sections 327(a) and 328(a) of the Bankruptcy Code and Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure. The Debtor further relies upon the applicable Local Rules of the United States Bankruptcy Court for the Southern District of Texas and the guidelines promulgated by the Office of the United States Trustee for Region 7.
III. BACKGROUND
A. The Debtor and Its Business
1. TAI is a Delaware C-Corporation (Employer Identification Number: 84-3291057) and a wholly-owned subsidiary of Thalassa Shipping & Logistics Société Anonyme ("TSL"), a société anonyme organized and existing under the laws of the Hellenic Republic and headquartered at 42 Akti Miaouli, Piraeus 18538, Greece. TSL is one of the leading mid-market international shipping and logistics companies operating in the dry-bulk and container shipping sectors.
2. TSL was founded in 1987 by the Kostandinos family. Chairman Dimitrios Kostandinos and Vice Chairwoman Elena Kostandinos-Pavlou hold a combined eighty percent (80%) of TSL's equity through KFO Holdings Société Anonyme ("KFO"), a Greek holding company. Specifically, Mr. Kostandinos holds approximately sixty-two percent (62%) of TSL equity and Ms. Kostandinos-Pavlou holds approximately eighteen percent (18%) of TSL equity, in each case through their respective indirect holdings in KFO. The remaining twenty percent (20%) of TSL equity is held by various institutional investors and former management participants.
3. TAI is registered with the Delaware Secretary of State. Its registered agent in Delaware is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801. TAI was incorporated on March 12, 2018 to serve as the primary U.S. operating subsidiary of TSL and to facilitate the expansion of TSL's commercial activities in the United States.
4. TAI conducts the U.S.-side operations of the TSL enterprise, including the management of Houston terminal operations at the Port of Houston, Jones Act–exempt foreign-flag vessel scheduling for TSL's fleet calling at U.S. ports, and a domestic freight brokerage business that serves as an intermediary between U.S. shippers and the TSL fleet as well as third-party tonnage providers. TAI's Houston terminal operations include the management of two leased terminal berths at the Barbours Cut Terminal and associated warehouse and laydown yard facilities.
5. For the fiscal year ended December 31, 2021, TAI reported total revenue of approximately $312 million. For the fiscal year ended December 31, 2022, TAI's estimated total revenue is approximately $198 million, reflecting a year-over-year decline of approximately 36.5%. This decline is principally attributable to the collapse in dry-bulk charter rates and the broader deterioration in global shipping markets described below.
6. TAI currently employs approximately 680 employees in the United States, including approximately 420 employees in the Houston metropolitan area and approximately 260 employees in other U.S. locations. These employees are part of TSL's approximately 4,200 employees globally, including approximately 2,800 seafarers and approximately 1,400 shore-based personnel.
7. TSL owns and operates a fleet of fifty (50) vessels, consisting of thirty-eight (38) dry-bulk carriers and twelve (12) container vessels. As of November 1, 2022, the fleet was appraised by Drakos Maritime Valuations Ltd. ("Drakos"), an independent maritime appraisal firm based in Piraeus, Greece, at an aggregate fair market value of approximately $623 million. This represents a decline of approximately $268 million, or approximately 30.1%, from the fleet's appraised value of approximately $891 million as of January 2022. The decline in fleet value reflects the significant deterioration in secondhand vessel prices attributable to the downturn in global shipping markets.
8. TSL's consolidated revenue declined from approximately €1.42 billion for the fiscal year ended December 31, 2021 to an estimated €987 million for the fiscal year ended December 31, 2022, representing a decline of approximately 30.5%. This decline was driven principally by collapsing dry-bulk charter rates. The Baltic Dry Index, a widely followed composite index of dry-bulk shipping rates, declined approximately 58% between January and September 2022. The average daily time charter equivalent ("TCE") rate earned by TSL's dry-bulk fleet fell from approximately $24,800 per day during the first quarter of 2022 to approximately $11,200 per day during the third quarter of 2022, rendering a substantial portion of the fleet cash-flow negative on a fully loaded cost basis.
9. TAI's current officers are: Marcus Hale, President; Diana Restrepo, Vice President of Finance; and Jonathan Kurtz, Vice President of Operations. Mr. Hale has served as President of TAI since its incorporation in 2018 and oversees all U.S.-side operations. Ms. Restrepo joined TAI in 2019 and is responsible for financial reporting, treasury management, and budgeting for the U.S. operations. Mr. Kurtz joined TAI in 2020 and manages Houston terminal operations and vessel scheduling.
10. TSL's officers and board include: Georgios Andreadis, Chief Executive Officer; Irini Dalakoura, Chief Financial Officer; and Stavros Papageorgiou, General Counsel (Greece). Mr. Andreadis has served as CEO of TSL since 2015 and reports to the TSL board of directors, which is chaired by Dimitrios Kostandinos. Ms. Dalakoura has served as CFO since 2017. Mr. Papageorgiou has served as General Counsel since 2012 and oversees all legal matters for the TSL group outside of the United States.
B. The Debtor's Capital Structure
11. The Debtor's capital structure is summarized below. A more detailed description of each facility follows.
Senior Secured Credit Facility. Pursuant to a Credit Agreement dated as of June 15, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among TSL (as borrower), TAI (as co-borrower for the U.S. Tranche), Nordbank International AG ("Nordbank"), as Administrative Agent and Collateral Agent, and a syndicate of nine (9) lenders (collectively, the "Senior Secured Lenders"), TSL and TAI are parties to a senior secured credit facility with an original total commitment of $685 million. The Credit Agreement provides for the following tranches:
(a) Term Loan A: A $400 million amortizing term loan with quarterly principal payments of $10 million. As of September 30, 2022, the outstanding principal balance of Term Loan A was approximately $270 million, reflecting thirteen (13) quarterly amortization payments totaling $130 million that were made between the closing date and September 30, 2022.
(b) Revolving Credit Facility: A $200 million revolving credit facility. As of September 30, 2022, the Revolving Credit Facility was drawn to approximately $185 million.
(c) U.S. Tranche (Term Loan B): An $85 million non-amortizing term loan with bullet maturity, for which TAI is the direct co-borrower. As of September 30, 2022, the outstanding principal balance of Term Loan B was $85 million.
12. The total outstanding indebtedness under the Credit Agreement as of September 30, 2022 was approximately $540 million, consisting of $270 million under Term Loan A, $185 million under the Revolving Credit Facility, and $85 million under Term Loan B (the U.S. Tranche). The Credit Agreement bears interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 375 basis points, with an additional 200 basis points applicable upon the occurrence and continuation of an event of default (the "Default Rate"). The original maturity date of the Credit Agreement is June 15, 2024.
13. The obligations under the Credit Agreement are secured by first-priority liens on substantially all of the assets of TSL and TAI, including thirty-eight (38) dry-bulk carriers, twelve (12) container vessels, the Houston terminal lease, all accounts receivable of TSL and TAI, the equity interests in TAI, and the equity interests in fourteen (14) vessel-owning special purpose vehicles organized under Greek and Liberian law. First-priority ship mortgages have been registered with the applicable flag state registries in respect of each of the fifty (50) vessels.
14. The syndicate members and their respective commitments under the Credit Agreement are as follows:
15. Mezzanine Notes. Pursuant to a Note Purchase Agreement dated as of June 15, 2019, TAI issued mezzanine notes (the "Mezzanine Notes") in the original aggregate principal amount of $100 million to Dralvecen Mezzanine Capital LLC ("BMC"). As of September 30, 2022, the outstanding balance of the Mezzanine Notes was approximately $112.3 million, reflecting the original $100 million principal amount plus approximately $12.3 million in capitalized payment-in-kind ("PIK") interest. The Mezzanine Notes bear interest at a rate of 11.5% per annum on a PIK toggle basis; all interest payments have been made in PIK form since the second quarter of 2022. The Mezzanine Notes are secured by a second-priority lien on the same collateral securing the Senior Secured Credit Facility, subject to the terms of an Intercreditor Agreement dated as of June 15, 2019 by and between Nordbank, as first lien agent, and BMC, as second lien holder. The Mezzanine Notes mature on December 15, 2024.
16. Unsecured Notes. TAI has outstanding $50 million in aggregate principal amount of 8.25% senior unsecured notes due March 1, 2025 (the "Unsecured Notes"), issued pursuant to an Indenture dated as of March 1, 2020 between TAI and Garrison Trust Company, as indenture trustee (the "Indenture Trustee"). The Indenture Trustee's principal office is located at 100 Wall Street, 16th Floor, New York, New York 10005. The Unsecured Notes bear interest at a fixed rate of 8.25% per annum, payable semi-annually in cash on March 1 and September 1 of each year. The CUSIP number for the Unsecured Notes is 87265BAB5.
17. Intercompany Note. TAI owes TSL an aggregate of approximately $76.4 million pursuant to a subordinated intercompany promissory note dated March 12, 2018 (the "Intercompany Note"), bearing interest at 5.0% per annum. The Intercompany Note is structurally and contractually subordinated to all external indebtedness of TAI and is expected to be treated as an equity-like claim for purposes of any plan of reorganization.
18. Trade Payables. As of September 30, 2022, TAI had outstanding trade payables of approximately $38.7 million owed to various vendors and suppliers. The largest single trade creditor is Olympian Fuel & Supply SA ("Olympian"), a Greek-based bunker fuel supplier, which is owed approximately $9.2 million for fuel and supply deliveries to TSL vessels calling at U.S. ports.
19. Summary of Total Debt. As of September 30, 2022, the Debtor's total funded debt and other liabilities across all facilities (including trade and other payables but excluding the subordinated Intercompany Note) were approximately $847.3 million, summarized as follows:
C. Events Leading to the Chapter 11 Filing
20. The events leading to the commencement of this Chapter 11 case may be summarized as follows:
21. September 15, 2022 — Minimum Liquidity Covenant Breach. On or about September 15, 2022, TSL breached the Minimum Liquidity Covenant set forth in Section 7.11(c) of the Credit Agreement. The Minimum Liquidity Covenant requires TSL to maintain unrestricted cash and cash equivalents of not less than $40 million at all times. As of September 15, 2022, TSL's unrestricted cash had fallen to approximately $27.3 million, resulting in a shortfall of approximately $12.7 million. The liquidity shortfall was principally caused by the sustained decline in charter rate revenues and the continued draw on the Revolving Credit Facility to fund operating expenses.
22. September 30, 2022 — Leverage and Coverage Ratio Breaches. As of September 30, 2022, TSL was in breach of two additional financial covenants under the Credit Agreement:
(a) Maximum Net Leverage Ratio. The Credit Agreement requires TSL to maintain a Maximum Net Leverage Ratio (defined as Net Debt divided by trailing twelve-month EBITDA) of not greater than 5.50x. As of September 30, 2022, TSL's Net Leverage Ratio was approximately 7.82x (Net Debt of approximately $770.9 million divided by LTM EBITDA of approximately $98.6 million), exceeding the covenant threshold by a significant margin.
(b) Minimum Interest Coverage Ratio. The Credit Agreement requires TSL to maintain a Minimum Interest Coverage Ratio (defined as trailing twelve-month EBITDA divided by trailing twelve-month Interest Expense) of not less than 2.50x. As of September 30, 2022, TSL's Interest Coverage Ratio was approximately 1.74x (LTM EBITDA of approximately $98.6 million divided by LTM Interest Expense of approximately $56.7 million), falling well below the required minimum.
23. October 10, 2022 — Forbearance Agreement. On October 10, 2022, TSL, TAI, Nordbank (as Administrative Agent), and the requisite majority of the Senior Secured Lender syndicate executed a Forbearance Agreement (the "Forbearance Agreement") pursuant to which the Senior Secured Lenders agreed to forbear from exercising their rights and remedies arising from the foregoing covenant defaults for a period of ninety (90) days, through and including January 8, 2023 (the "Initial Forbearance Period"). The Forbearance Agreement imposed certain additional reporting requirements on TSL and TAI, including delivery of weekly cash flow reports and monthly financial statements, and required TSL and TAI to engage a financial advisor and restructuring counsel within fifteen (15) days.
24. October 25, 2022 — Retention of Calderwood & Harkness LLP. On October 25, 2022, TAI and TSL retained Calderwood & Harkness LLP as restructuring counsel to advise on Chapter 11 contingency planning for TAI, out-of-court restructuring alternatives for the broader TSL enterprise, cross-border coordination with Vassiliou & Demetriou Law Offices (Greek counsel to TSL), and related tax structuring matters. The engagement is described in greater detail in Section VII below and in the Bower Declaration (Exhibit A).
25. December 1, 2022 — Missed Interest Payment on Unsecured Notes. On December 1, 2022, TAI failed to make the semi-annual interest payment due on the Unsecured Notes in the amount of $2,062,500 (calculated as $50 million multiplied by 8.25% per annum, divided by two). The Indenture governing the Unsecured Notes provides for a thirty (30) day cure period following the scheduled payment date, which expired on January 1, 2023 without the payment having been made. The failure to make the interest payment within the cure period constituted an "Event of Default" under the Indenture and a cross-default under Section 8.01(e) of the Credit Agreement.
26. January 8, 2023 — First Forbearance Extension. On January 8, 2023, the Initial Forbearance Period was extended by agreement of the requisite parties through March 8, 2023 (the "Extended Forbearance Period"), subject to substantially the same terms and conditions as the original Forbearance Agreement, with the addition of a requirement that TAI and TSL deliver a term sheet for a proposed restructuring support agreement ("RSA") to the Ad Hoc Group of Senior Secured Lenders no later than February 15, 2023.
27. Throughout the prepetition period, the Debtor, with the assistance of C&H and its financial advisor, Kensington Veltrian Partners LLC, has continued to explore all available restructuring alternatives, including a comprehensive out-of-court restructuring, a prepackaged or prenegotiated Chapter 11 plan, a standalone Chapter 11 filing by TAI with coordinated proceedings in Greece under Greek Law 4738/2020, and one or more section 363 asset sales. Negotiations with the principal creditor constituencies have been ongoing, and the Debtor has been working diligently toward a consensual resolution that maximizes value for all stakeholders.
IV. RELIEF REQUESTED
28. By this Application, the Debtor seeks entry of an order, substantially in the form of the Proposed Order attached hereto as Exhibit C, authorizing the Debtor to retain and employ Calderwood & Harkness LLP as its counsel in this Chapter 11 case, nunc pro tunc to the Petition Date, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code. The Debtor further requests that the Court approve C&H's standard hourly billing rates and expense reimbursement practices as described herein, subject to the Court's review under sections 330 and 331 of the Bankruptcy Code.
V. BASIS FOR RELIEF
A. Statutory Authority — Section 327(a)
29. Section 327(a) of the Bankruptcy Code provides, in relevant part:
Except as otherwise provided in this section, the trustee, with the court's approval, may employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the trustee in carrying out the trustee's duties under this title.
30. Section 1107(a) of the Bankruptcy Code grants a debtor-in-possession the rights and powers of a trustee under section 327(a), subject to certain exceptions not applicable here. Accordingly, the Debtor, as debtor-in-possession, is authorized to seek retention of C&H as its counsel, provided that C&H satisfies the disinterestedness and adverse interest requirements of section 327(a).
31. Section 101(14) of the Bankruptcy Code defines a "disinterested person" as a person that:
(A) is not a creditor, an equity security holder, or an insider;
(B) is not and was not, within 2 years before the date of the filing of the petition, a director, officer, or employee of the debtor; and
(C) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the debtor, or for any other reason.
32. C&H satisfies each of these requirements. Specifically:
(a) C&H is not a creditor of the Debtor. While C&H may hold a prepetition claim for fees and expenses incurred prior to the Petition Date, it is well established that the existence of a prepetition claim for professional services does not, standing alone, disqualify a firm from retention under section 327(a). See, e.g., In re AroChem Corp., 176 F.3d 610, 623 (2d Cir. 1999); In re Granite Partners, L.P., 219 B.R. 22, 33 (Bankr. S.D.N.Y. 1998).
(b) C&H is not an equity security holder of or insider of the Debtor, TSL, KFO, or any of their affiliates.
(c) C&H is not and was not, within two years before the anticipated Petition Date, a director, officer, or employee of the Debtor.
(d) C&H does not hold or represent an interest adverse to the Debtor's estate or any class of creditors or equity security holders. As set forth in detail in the Verified Statement (Exhibit B), C&H has conducted a comprehensive conflicts check and has disclosed all connections to the Debtor, its affiliates, creditors, and other parties in interest. None of the connections identified give rise to an actual conflict of interest or an interest materially adverse to the estate.
33. As more fully set forth in the Verified Statement attached hereto as Exhibit B, C&H has disclosed all connections with the Debtor, its creditors, and other parties in interest as required by Rule 2014(a) of the Bankruptcy Rules. Based on the foregoing, C&H is eligible for retention as counsel to the Debtor under section 327(a) of the Bankruptcy Code.
B. C&H's Qualifications and Experience
34. Calderwood & Harkness LLP is a nationally recognized law firm with a well-established bankruptcy, restructuring, and insolvency practice. The Firm's principal office is located at 780 Third Avenue, New York, New York 10017. C&H maintains additional offices in Washington, D.C., Houston, Texas, and London, England. The Firm's restructuring practice regularly represents debtors, creditors, acquirers, lenders, and other parties in interest in some of the largest and most complex restructuring matters in the United States and internationally.
35. The C&H engagement team assigned to this matter has extensive experience in complex cross-border restructurings, maritime and shipping insolvency matters, Chapter 11 proceedings of all sizes and complexity, and out-of-court restructurings and liability management transactions. The team has particular expertise in the unique legal issues that arise in the restructuring of international shipping companies, including issues relating to maritime liens, the Ship Mortgage Act, flag-state registrations, arrest proceedings, center of main interest ("COMI") determinations for purposes of Chapter 15 recognition, and the coordination of concurrent proceedings in multiple jurisdictions.
36. Since its initial retention on October 25, 2022, C&H has developed an intimate familiarity with the Debtor's business operations, financial condition, capital structure, intercompany relationships, creditor constituencies, and the full range of restructuring alternatives under consideration. The Firm has conducted extensive due diligence, prepared detailed analytical memoranda, drafted all first-day motions and related orders in contemplation of a Chapter 11 filing, reviewed and negotiated the DIP financing documentation, assisted in the negotiation of the Forbearance Agreement and its extension, prepared RSA term sheets, and engaged in extensive negotiations with counsel to all principal creditor constituencies.
37. Replacing C&H at this juncture would deprive the Debtor's estate of the significant benefit of this accumulated institutional knowledge. Any successor counsel would be required to invest substantial time and resources to achieve the same level of familiarity with the Debtor's affairs, resulting in duplicative costs to the estate and potentially significant delays in the administration of the case. The Debtor believes that the retention of C&H is in the best interests of the estate and all stakeholders.
C. Scope of Services
38. If retained, C&H will provide the following legal services to the Debtor in connection with the administration of this Chapter 11 case:
(a) Advise the Debtor with respect to its powers, duties, and responsibilities as debtor-in-possession under the Bankruptcy Code, including but not limited to the requirements of sections 1107 and 1108 of the Bankruptcy Code and the applicable Bankruptcy Rules.
(b) Prepare and file all necessary motions, applications, answers, orders, reports, complaints, objections, and other pleadings and papers on behalf of the Debtor in connection with the administration of this Chapter 11 case.
(c) Advise and represent the Debtor in connection with all first-day motions and hearings, including but not limited to motions relating to cash management, payment of employee wages and benefits, payment of critical vendor claims, payment of prepetition taxes, maintenance of insurance programs, and authorization of DIP financing.
(d) Negotiate, draft, and file a plan of reorganization (or plans of reorganization), a disclosure statement, and all related solicitation materials, ballots, and confirmation-related documents, and represent the Debtor at the disclosure statement hearing, solicitation process, and confirmation hearing.
(e) Advise the Debtor in connection with the proposed $75 million superpriority debtor-in-possession credit facility (the "DIP Facility") from Nordbank International AG and Triton Credit Partners LP, including the negotiation, documentation, and approval of the DIP Facility and compliance with its terms throughout the case.
(f) Represent the Debtor in negotiations with all creditor constituencies, including the Ad Hoc Group of Senior Secured Lenders (represented by Whitfield, Crane & Burgess LLP, Attn: Graham Whitfield III), Dralvecen Mezzanine Capital LLC (represented by Kellner & Foss LLP, Attn: Theodore Kellner), and the informal group of unsecured noteholders (represented by Ashford, Brightmoor Group & McKay PC, Attn: Carolyn Brightmoor Group), as well as any official committee of unsecured creditors appointed in this case and any other parties in interest.
(g) Coordinate all cross-border matters with Vassiliou & Demetriou Law Offices ("V&D"), Greek counsel to TSL, including but not limited to any proceedings commenced under Chapter 15 of the Bankruptcy Code for recognition of foreign proceedings, analysis of Greek Law 4738/2020 (the Greek insolvency framework), coordination with the Greek courts as necessary, and resolution of issues relating to center of main interest ("COMI") and establishment of foreign main or foreign nonmain proceedings.
(h) Advise the Debtor on all tax structuring matters, including cancellation-of-debt income ("CODI"), exclusions available under section 108 of the Internal Revenue Code, cross-border tax implications of the restructuring, PIK interest capitalization treatment, and related federal, state, and international tax matters. Tax advisory services will be led by Sylvia Hartwell, a Specialist Tax Partner at C&H.
(i) Advise and represent the Debtor in connection with any asset sales under section 363 of the Bankruptcy Code, the assumption, assumption and assignment, or rejection of executory contracts and unexpired leases under section 365 of the Bankruptcy Code, and any other estate administration matters that may arise during the case.
(j) Advise the Debtor with respect to claims analysis and resolution, including the objection to, subordination of, or settlement of claims as appropriate.
(k) Perform all other necessary or appropriate legal services in connection with the administration of this Chapter 11 case as may be requested by the Debtor or required by the circumstances.
VI. C&H'S ENGAGEMENT TEAM
39. The following attorneys and professionals at Calderwood & Harkness LLP will serve as the primary engagement team for this matter, subject to modification as the needs of the case require:
Nathaniel Bower — Partner, Bankruptcy & Restructuring. Mr. Bower will serve as the Responsible Partner and lead attorney on this engagement and as the primary point of contact for the Debtor, the Court, the United States Trustee, and all parties in interest. Mr. Bower has over twenty years of experience representing debtors, creditors, and other parties in interest in complex Chapter 11 cases and out-of-court restructurings, with particular expertise in the maritime and energy sectors.
Colette Whitman — Partner, Bankruptcy & Restructuring. Ms. Whitman will serve as the Billing Partner for this engagement and will oversee all billing, budgeting, fee application preparation, and fee-related matters. Ms. Whitman has extensive experience in the administration of large Chapter 11 cases, including compliance with United States Trustee guidelines and local rules governing professional compensation.
Amy Chesterton — Senior Associate, Bankruptcy & Restructuring. Ms. Chesterton will serve as the Lead Associate on this engagement and will be responsible for day-to-day case management, drafting of pleadings, motions, and other papers, negotiation support, and coordination with the Debtor's financial advisor and other professionals. Ms. Chesterton has significant experience in cross-border restructurings and maritime insolvency matters.
Nathan Ikeda — Associate, Bankruptcy & Restructuring. Mr. Ikeda will serve as a Working Associate on this engagement and will provide legal research, drafting, and analytical support across all aspects of the case. Mr. Ikeda has experience in Chapter 11 cases in the Southern District of Texas and the Southern District of New York.
Sylvia Hartwell — Partner, Tax. Ms. Hartwell is a Specialist Tax Partner at C&H who will advise the Debtor on all tax aspects of the restructuring, including CODI, section 108 exclusions, cross-border tax matters, PIK capitalization treatment, and related tax structuring. Ms. Hartwell has extensive experience advising debtors and other parties in interest on the tax implications of complex restructurings, including cross-border transactions involving non-U.S. parent companies.
40. In addition to the foregoing team members, C&H may assign additional attorneys, paraprofessionals, and support staff to this matter as the needs of the case require. The Debtor will identify any such additional professionals in its interim fee applications to the extent required by applicable guidelines.
VII. PROFESSIONAL COMPENSATION — TERMS OF ENGAGEMENT
A. Billing Rates
41. C&H's current standard hourly billing rates, effective as of 2022, are as follows:
42. These rates are consistent with the rates charged by C&H to its other clients for comparable services and are reflective of the rates charged by firms of comparable size, experience, and reputation for similar engagements. C&H's rates are subject to periodic adjustment in accordance with the Firm's customary practice, typically on an annual basis. Any adjustments to C&H's rates will be disclosed in the Debtor's interim fee applications filed with the Court.
43. C&H will seek compensation for professional services rendered and reimbursement of actual, necessary, and reasonable out-of-pocket expenses incurred in accordance with sections 330 and 331 of the Bankruptcy Code, the applicable Bankruptcy Rules, the Local Rules of this Court, and the guidelines promulgated by the Office of the United States Trustee. C&H will comply with any order governing professional compensation entered in this case, including any budget and staffing guidelines established by the Court or agreed upon with the United States Trustee.
B. Retainer.
44. Prior to the Petition Date, the Debtor (through its parent, TSL) paid C&H a retainer in the amount of $500,000 (the "Retainer"), which was deposited on October 28, 2022 into C&H's Interest on Lawyers' Trust Account ("IOLTA") at Greaves Bancorp The Retainer was applied in part against fees and expenses incurred by C&H for prepetition services rendered to the Debtor and TSL. As of the date hereof, the Debtor estimates that the remaining unapplied portion of the Retainer is approximately $__. Any unapplied portion of the Retainer will continue to be held in trust by C&H and will be applied against postpetition fees and expenses only as approved by the Court in connection with interim or final fee applications filed pursuant to sections 330 and 331 of the Bankruptcy Code.
C. Prepetition Fees and Expenses
45. C&H commenced its engagement on October 25, 2022, pursuant to an engagement letter of even date (the "Initial Engagement Letter"), assigned Matter No. 1044-00003 within C&H's internal matter management system. The Initial Engagement Letter was addressed jointly to Georgios Andreadis, Chief Executive Officer of TSL, and Marcus Hale, President of TAI, as a joint engagement covering both TSL and TAI with respect to the restructuring advisory mandate described herein.
46. On November 5, 2022, a supplemental engagement letter (the "Supplemental Engagement Letter") was executed, which expanded the scope of C&H's engagement to include tax advisory services under the direction of Sylvia Hartwell, Specialist Tax Partner. The Supplemental Engagement Letter confirmed that tax advisory services would be billed at C&H's standard hourly rates and would be subject to the same terms and conditions as the Initial Engagement Letter.
47. Between the engagement date of October 25, 2022 and the anticipated Petition Date, C&H has performed substantial prepetition services on behalf of the Debtor and TSL, including, without limitation, the following:
(a) Analysis of Chapter 11 viability, venue selection, and filing strategy for TAI;
(b) Analysis of center of main interest ("COMI") for purposes of Chapter 15 recognition and coordination with Greek proceedings;
(c) Comprehensive review and analysis of executory contracts and unexpired leases, including the Houston terminal lease and vessel charter parties;
(d) Analysis of preference and fraudulent transfer exposure under sections 547 and 548 of the Bankruptcy Code;
(e) Analysis of intercompany claims, including the $76.4 million subordinated Intercompany Note and various intercompany transactions;
(f) Analysis of directors' and officers' fiduciary duties under Delaware law and Greek law, including zone-of-insolvency considerations;
(g) Analysis of maritime liens and the Ship Mortgage Act, including the interaction between maritime liens and the Bankruptcy Code;
(h) Preparation of detailed tax memoranda addressing cancellation-of-debt income, section 108 exclusions, and cross-border tax implications of the restructuring;
(i) Preparation of a critical vendor analysis identifying vendors essential to the Debtor's ongoing operations;
(j) Preparation of a comprehensive Chapter 11 Contingency Playbook setting forth the strategy, timeline, and critical path for a potential Chapter 11 filing;
(k) Analysis of Greek Law 4738/2020 and coordination with Vassiliou & Demetriou Law Offices on cross-border insolvency protocol and parallel Greek proceedings;
(l) Drafting of all first-day motions and related proposed orders in contemplation of a Chapter 11 filing, including motions for cash management, employee wages and benefits, critical vendors, insurance, taxes, utilities, DIP financing, and claims and noticing agent retention;
(m) Review and analysis of the proposed $75 million DIP credit facility documentation, including the DIP credit agreement, DIP orders, and related security documents;
(n) Review and analysis of the Forbearance Agreement and negotiation of the extension of the forbearance period through March 8, 2023;
(o) Preparation of RSA term sheets and extensive correspondence and negotiations with counsel to the Ad Hoc Group of Senior Secured Lenders, BMC, and the informal unsecured noteholder group; and
(p) General restructuring advisory services, including regular calls and meetings with the Debtor's management, financial advisor, and other professionals.
48. C&H will seek payment of prepetition fees and expenses in a separate application, to the extent applicable and permitted by applicable law. C&H acknowledges that any prepetition claims for fees and expenses are subject to the Court's review under the operative provisions of the Bankruptcy Code and the applicable guidelines of the United States Trustee.
VIII. DISCLOSURE OF CONNECTIONS — VERIFIED STATEMENT PURSUANT TO RULE 2014
A. Overview.
49. Attached hereto as Exhibit B is the Verified Statement of Nathaniel Bower, a partner at Calderwood & Harkness LLP, filed pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the "Verified Statement"). The Verified Statement discloses all of C&H's connections with the Debtor, its creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, and any person employed in the Office of the United States Trustee, as required by Rule 2014(a). A summary of the disclosed connections is set forth below.
B. Connections to the Debtor and Its Affiliates
50. C&H represents the Debtor, Thalassa Americas Inc., and its parent entity, Thalassa Shipping & Logistics Société Anonyme, in connection with the restructuring engagement described herein. The joint engagement was established pursuant to the Initial Engagement Letter dated October 25, 2022, as supplemented by the Supplemental Engagement Letter dated November 5, 2022.
51. C&H does not represent KFO Holdings Société Anonyme, the family holding company through which Dimitrios Kostandinos and Elena Kostandinos-Pavlou hold their interests in TSL, in any capacity. Although KFO is a party to certain RSA-related documents under negotiation, KFO is independently advised by separate counsel, and C&H has not provided legal advice to KFO or its individual principals.
52. C&H has no prior or current engagement with Dimitrios Kostandinos, Elena Kostandinos-Pavlou, Georgios Andreadis, Irini Dalakoura, Stavros Papageorgiou, Marcus Hale, Diana Restrepo, or Jonathan Kurtz in their individual capacities. C&H has had communications with each of these individuals in connection with the restructuring engagement, but such communications have been conducted in their respective capacities as officers or directors of TSL, TAI, or KFO, as applicable, and not in any individual capacity.
53. C&H has no ownership interest, whether direct or indirect, in the Debtor, TSL, KFO, or any of their affiliates or subsidiaries.
C. Connections to Creditors and Lenders
54. C&H has performed a comprehensive conflicts check against all known creditors, lenders, parties in interest, and their respective counsel in this case. The results of that conflicts check, as updated to the date of this Application, are summarized as follows:
(a) Nordbank International AG (Administrative Agent and Collateral Agent under the Credit Agreement). C&H has performed unrelated legal work for affiliates of Nordbank in the past, specifically in connection with a leveraged finance transaction in 2019 in which C&H represented a borrower client and Nordbank served as a member of the lending syndicate. That matter is concluded and there is no ongoing engagement. C&H does not currently represent Nordbank or any of its affiliates and does not believe that this prior representation creates any conflict of interest. Henrik Lüdemann, Managing Director of Nordbank, is a counterparty contact in the present matter.
(b) Aegean Capital Bank SA. No connections have been identified between C&H and Aegean Capital Bank SA or its affiliates.
(c) Harborstone Bank plc. No connections have been identified between C&H and Harborstone Bank plc or its affiliates.
(d) Pacifica Trade Finance Corp. No connections have been identified between C&H and Pacifica Trade Finance Corp. or its affiliates.
(e) Continental Maritime Lending GmbH. No connections have been identified between C&H and Continental Maritime Lending GmbH or its affiliates.
(f) Triton Credit Partners LP. C&H has performed unrelated legal work for portfolio companies of Triton Credit Partners LP in the past, specifically in connection with a distressed debt acquisition in 2020 in which C&H represented a portfolio company of Triton's affiliate fund. That matter is concluded and there is no ongoing engagement. C&H does not currently represent Triton or any of its affiliates and does not believe that this prior representation creates any conflict of interest. David Sorokin, Partner at Triton, is a counterparty contact in the present matter.
(g) Laurentian Shipping Fund II. No connections have been identified between C&H and Laurentian Shipping Fund II or its affiliates.
(h) Caspian Asset Management Ltd. No connections have been identified between C&H and Caspian Asset Management Ltd. or its affiliates.
(i) Pelagos Institutional Credit Fund. No connections have been identified between C&H and Pelagos Institutional Credit Fund or its affiliates.
(j) Dralvecen Mezzanine Capital LLC. No connections have been identified between C&H and Dralvecen Mezzanine Capital LLC or its affiliates. Rebecca Quimby, Senior Partner at BMC, is the primary contact for the mezzanine lender. BMC is represented in this matter by Kellner & Foss LLP (Theodore Kellner, lead partner; Samantha Ong, associate), with offices at 1185 Avenue of the Americas, 30th Floor, New York, New York 10036.
(k) Garrison Trust Company (Indenture Trustee for the Unsecured Notes). No connections have been identified between C&H and Garrison Trust Company or its affiliates.
(l) Olympian Fuel & Supply SA (largest trade creditor, owed approximately $9.2 million). No connections have been identified between C&H and Olympian Fuel & Supply SA or its affiliates.
(m) Trade Creditors Generally (approximately $38.7 million in aggregate trade payables). C&H has checked its records against the Debtor's list of known trade creditors and has not identified any connections that would create a disqualifying conflict of interest. To the extent any connections are identified with individual trade creditors, C&H will disclose such connections in supplemental filings.
D. Connections to Other Professionals
55. C&H has also reviewed its records for connections with the other professionals and advisors retained or expected to be retained in this case. The results are as follows:
(a) Whitfield, Crane & Burgess LLP ("WCB") — counsel to the Ad Hoc Group of Senior Secured Lenders. Lead partner: Graham Whitfield III. Senior associate: Priya Nandakumar. Offices: 51 West 52nd Street, 38th Floor, New York, New York 10019. C&H and WCB have appeared as co-counsel and as opposing counsel in various unrelated matters over the years, as is common among major restructuring law firms. C&H does not believe that these professional relationships create any conflict of interest or any appearance of impropriety. In the present matter, WCB represents the Ad Hoc Group and C&H represents the Debtor, and the interests of these constituencies are distinct and in some respects adverse.
(b) Kellner & Foss LLP ("K&F") — counsel to Dralvecen Mezzanine Capital LLC. Lead partner: Theodore Kellner. Associate: Samantha Ong. Offices: 1185 Avenue of the Americas, 30th Floor, New York, New York 10036. No material connections have been identified between C&H and K&F beyond the ordinary course of professional interactions common among restructuring law firms.
(c) Ashford, Brightmoor Group & McKay PC ("ADM") — counsel to the informal group of unsecured noteholders. Lead partner: Carolyn Brightmoor Group. Associate: Robert Mancini. Offices: 299 Park Avenue, 18th Floor, New York, New York 10171. No material connections have been identified between C&H and ADM beyond the ordinary course of professional interactions common among restructuring law firms.
(d) Vassiliou & Demetriou Law Offices ("V&D") — Greek counsel to TSL. Lead partner: Alexandros Vassiliou. Offices: 15 Vasilissis Sofias Avenue, Athens 10674, Greece. C&H has coordinated extensively with V&D in connection with this engagement, as V&D represents TSL on Greek insolvency and corporate matters, including matters arising under Greek Law 4738/2020 and the coordination of any parallel proceedings in Greece. C&H does not represent V&D, and there is no financial relationship between C&H and V&D other than coordination on this matter. C&H does not have any fee-sharing or referral arrangement with V&D.
(e) Kensington Veltrian Partners LLC ("KHP") — financial advisor to the Debtor and TSL. Managing Director: James Calloway. Offices: 300 Park Avenue, 12th Floor, New York, New York 10022. C&H and KHP have worked together on prior restructuring engagements for other clients, as is common in the restructuring advisory community. C&H does not represent KHP and does not have any financial relationship with KHP other than the ordinary course coordination of professionals on shared engagements.
(f) Draycott Advisory Group LLC ("Draycott") — financial advisor to the Ad Hoc Group of Senior Secured Lenders. Partner: Vanessa Chow. Offices: 520 Madison Avenue, 20th Floor, New York, New York 10022. No connections have been identified between C&H and Draycott or its personnel.
(g) Alderney Management Advisors LLC ("Alderney") — chief restructuring officer provider (standby engagement). CRO designee: Richard "Rick" Thornberg. Offices: 200 Clarendon Street, 45th Floor, Boston, Massachusetts 02116. C&H has worked with Alderney and Mr. Thornberg on prior Chapter 11 cases for other clients. C&H does not represent Alderney and does not have any financial relationship with Alderney other than the ordinary course coordination of professionals on shared engagements.
(h) Pendleton Claim Services Inc. ("Pendleton") — claims and noticing agent (standby engagement signed November 15, 2022). President: Laura Pendleton. Offices: 1601 Elm Street, Suite 4200, Dallas, Texas 75201. No conflicts have been identified between C&H and Pendleton or its personnel.
(i) Grainger, Holt & Associates LLP ("GH&A") — independent auditor of TSL. Lead engagement partner: Malcolm Holt. Offices: 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom. No connections have been identified between C&H and GH&A or its personnel.
(j) Drakos Maritime Valuations Ltd. ("Drakos") — vessel appraiser. Principal: Captain Nikos Drakos. Offices: 28 Poseidonos Avenue, Piraeus 18531, Greece. No connections have been identified between C&H and Drakos or its personnel.
(k) Seaward & Beckett Insurance Brokers Ltd. ("S&B") — insurance broker. Principal: Ian Beckett. Offices: 71 Fenchurch Street, London EC3M 4BS, United Kingdom. No connections have been identified between C&H and S&B or its personnel.
(l) Promontory Indemnity Insurance Co. — directors' and officers' liability insurer. Policy No. PII-DO-2022-08847, with an aggregate limit of $25 million. No connections have been identified between C&H and Promontory or its personnel.
E. Connections to the Office of the United States Trustee and Judicial Officers
56. C&H has made inquiry of its personnel assigned to this matter and is not aware of any connection between any C&H attorney, paraprofessional, or staff member working on this matter and any judge of this Court, any employee of the Clerk's Office, or any representative of the Office of the United States Trustee for the Southern District of Texas (Region 7) that would create a disqualifying conflict of interest or give rise to any appearance of impropriety.
F. Conclusion Regarding Disinterestedness
57. Based on the foregoing disclosures, C&H believes that it is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, that it does not hold or represent an interest adverse to the estate of the Debtor, and that it is eligible for retention as counsel to the Debtor under section 327(a) of the Bankruptcy Code.
58. C&H has a continuing obligation to disclose any connections or potential conflicts of interest that may arise during the pendency of this case. C&H will promptly file supplemental disclosures with the Court if any additional connections are discovered or if circumstances change in a manner that could affect C&H's disinterestedness or eligibility for continued retention.
IX. EFFECTIVE DATE — NUNC PRO TUNC REQUEST
59. The Debtor requests that C&H's retention be approved nunc pro tunc to the Petition Date. C&H has provided continuous legal services to the Debtor since October 25, 2022, and has continued to provide such services from and after the Petition Date without interruption. The nunc pro tunc approval is necessary and appropriate to ensure that there is no gap in C&H's authority to serve as counsel to the estate and to preserve the estate's access to C&H's accumulated institutional knowledge.
60. Courts in this District and elsewhere routinely approve the nunc pro tunc retention of professionals where, as here, the professional was engaged prior to the petition date and has provided continuous services to the debtor through and after the filing. See, e.g., In re Mirant Corp., 2004 WL 1254151 (Bankr. N.D. Tex. 2004); In re Enron Corp., No. 01-16034 (Bankr. S.D.N.Y. Jan. 18, 2002). The Debtor submits that nunc pro tunc approval is warranted here to prevent any disruption to the administration of the case and to avoid prejudice to the estate.
X. NO PRIOR APPLICATION
61. No prior request for the relief sought herein has been made to this or any other court.
XI. NOTICE
62. Notice of this Application has been given to the following parties or their counsel:
(i) the Office of the United States Trustee for the Southern District of Texas, Region 7;
(ii) counsel to the Ad Hoc Group of Senior Secured Lenders, Whitfield, Crane & Burgess LLP, Attn: Graham Whitfield III, 51 West 52nd Street, 38th Floor, New York, New York 10019;
(iii) Nordbank International AG, as Administrative Agent under the Credit Agreement, Attn: Henrik Lüdemann;
(iv) counsel to Dralvecen Mezzanine Capital LLC, Kellner & Foss LLP, Attn: Theodore Kellner, 1185 Avenue of the Americas, 30th Floor, New York, New York 10036;
(v) counsel to the informal group of unsecured noteholders, Ashford, Brightmoor Group & McKay PC, Attn: Carolyn Brightmoor Group, 299 Park Avenue, 18th Floor, New York, New York 10171;
(vi) Garrison Trust Company, as indenture trustee for the Unsecured Notes, 100 Wall Street, 16th Floor, New York, New York 10005;
(vii) any committee of unsecured creditors appointed in this case and its counsel, if any; and
(viii) all other parties entitled to notice under Bankruptcy Rule 2002 and the applicable Local Rules of this Court.
63. The Debtor submits that no further notice of this Application is required under the circumstances.
XII. PRAYER FOR RELIEF
WHEREFORE, the Debtor respectfully requests that the Court enter an order, substantially in the form of the Proposed Order attached hereto as Exhibit C:
(a) authorizing the Debtor to retain and employ Calderwood & Harkness LLP as counsel to the Debtor and debtor-in-possession in this Chapter 11 case, nunc pro tunc to the Petition Date, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code;
(b) approving C&H's standard hourly billing rates and expense reimbursement practices as set forth in this Application, subject to the Court's review and approval under sections 330 and 331 of the Bankruptcy Code; and
(c) granting such other and further relief as the Court deems just and proper.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Nathaniel Bower, Partner Responsible Partner, Bankruptcy & Restructuring 780 Third Avenue New York, New York 10017 Telephone: (212) 555-7800 Facsimile: (212) 555-7801
Email: nbower@calderwoodharkness.com
Proposed Counsel to the Debtor and Debtor-in-Possession
Dated: January 20, 2023
EXHIBIT A
DECLARATION OF NATHANIEL BOWER IN SUPPORT OF APPLICATION TO RETAIN CALDERWOOD & HARKNESS LLP AS COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION
In re:
THALASSA AMERICAS INC.,
Debtor.
Case No. __-__ (to be assigned)
Chapter 11
DECLARATION OF NATHANIEL BOWER
I, Nathaniel Bower, hereby declare under penalty of perjury pursuant to 28 U.S.C. § 1746 as follows:
1. I am a partner at Calderwood & Harkness LLP ("C&H"), a law firm with its principal office at 780 Third Avenue, New York, New York 10017. I submit this declaration (the "Declaration") in support of the Application of the Debtor for Entry of an Order Authorizing the Retention and Employment of Calderwood & Harkness LLP as Counsel to the Debtor Nunc Pro Tunc to the Petition Date (the "Application"). I am fully familiar with the facts set forth herein based on my personal knowledge, my review of relevant documents, and information provided to me by other professionals at C&H and by the Debtor's management. If called as a witness, I could and would testify competently to the matters set forth herein.
Background on C&H and the Engagement
2. Calderwood & Harkness LLP was engaged by Thalassa Shipping & Logistics Société Anonyme ("TSL") and Thalassa Americas Inc. ("TAI" or the "Debtor") pursuant to an engagement letter dated October 25, 2022 (the "Initial Engagement Letter"), which was assigned Matter No. 1044-00003 within C&H's internal matter management system.
3. The Initial Engagement Letter was addressed jointly to Georgios Andreadis, Chief Executive Officer of TSL, and Marcus Hale, President of TAI, as a joint engagement covering both TSL and TAI. The scope of the engagement, as set forth in the Initial Engagement Letter, included: (i) Chapter 11 contingency planning for TAI, including venue analysis, filing strategy, first-day motion preparation, and Chapter 11 timeline development; (ii) out-of-court restructuring advisory services, including analysis of restructuring alternatives, forbearance agreement review and negotiation, and RSA term sheet preparation; (iii) cross-border coordination with Vassiliou & Demetriou Law Offices ("V&D"), Greek counsel to TSL, with respect to Greek insolvency proceedings under Greek Law 4738/2020 and potential Chapter 15 recognition proceedings; and (iv) general restructuring advisory services as requested by the Debtor.
4. On November 5, 2022, a supplemental engagement letter (the "Supplemental Engagement Letter") was executed, which expanded the scope of C&H's engagement to include tax advisory services under the direction of Sylvia Hartwell, a Specialist Tax Partner at C&H. The Supplemental Engagement Letter confirmed that tax advisory services would include advice on cancellation-of-debt income ("CODI"), section 108 of the Internal Revenue Code exclusions, cross-border tax implications of the restructuring (including the treatment of the intercompany note between TAI and TSL and the PIK interest capitalized on the Mezzanine Notes), and related federal, state, and international tax matters.
5. Prior to the Petition Date, the Debtor (through TSL) paid C&H a retainer of $500,000 (the "Retainer"), which was deposited on October 28, 2022 into C&H's IOLTA trust account. The Retainer was applied in part against prepetition fees and expenses. The unapplied balance of the Retainer is being held in trust and will be applied against postpetition fees and expenses only as approved by the Court.
Description of Prepetition Services
6. Between the engagement date of October 25, 2022 and the anticipated Petition Date, C&H has performed extensive prepetition services on behalf of the Debtor and TSL. These services have included, without limitation:
(a) a comprehensive analysis of Chapter 11 viability for TAI, including venue selection considerations (Southern District of Texas versus Southern District of New York versus District of Delaware), eligibility requirements, and filing strategy;
(b) an analysis of TSL's center of main interest ("COMI") for purposes of Chapter 15 recognition, including review of TSL's operations, management activities, and administrative center in Greece and the potential for establishing a foreign main proceeding or foreign nonmain proceeding;
(c) a comprehensive review and analysis of all executory contracts and unexpired leases of TAI and its affiliates, including the Houston terminal lease, vessel charter parties, employment agreements, service agreements, and supply contracts, with recommendations regarding assumption, assumption and assignment, or rejection;
(d) an analysis of the Debtor's potential preference and fraudulent transfer exposure under sections 547 and 548 of the Bankruptcy Code, including review of all transfers made by TAI within the relevant look-back periods;
(e) an analysis of intercompany claims among TAI, TSL, and their affiliates, including the $76.4 million subordinated Intercompany Note and various other intercompany transactions, with recommendations regarding equitable subordination, recharacterization, and substantive consolidation;
(f) an analysis of the fiduciary duties of the directors and officers of TAI under Delaware law, including duties owed in the zone of insolvency, and coordination with V&D regarding analogous duties under Greek law;
(g) an analysis of maritime liens and the Ship Mortgage Act (46 U.S.C. §§ 31301–31343), including the interaction between maritime liens and the Bankruptcy Code and the priority of maritime liens relative to the first-priority ship mortgages held by the Senior Secured Lenders;
(h) preparation of detailed tax memoranda addressing CODI, section 108 exclusions, and the cross-border tax implications of various restructuring scenarios, including the tax treatment of debt cancellation, PIK interest capitalization, and the intercompany note;
(i) preparation of a critical vendor analysis identifying vendors essential to the Debtor's ongoing operations and recommending authorization for prepetition payment of critical vendor claims;
(j) preparation of a comprehensive Chapter 11 Contingency Playbook (the "Playbook"), a detailed planning document setting forth the restructuring strategy, timeline, critical-path milestones, first-day motions, and key deliverables for a potential Chapter 11 filing;
(k) analysis of Greek Law 4738/2020 and coordination with V&D on the development of a cross-border insolvency protocol and the potential for parallel proceedings in Greece;
(l) drafting of all f

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

THALASSA AMERICAS INC.,

I. PRELIMINARY STATEMENT

II. JURISDICTION AND VENUE

III. BACKGROUND

IV. RELIEF REQUESTED

V. BASIS FOR RELIEF

VI. C&H'S ENGAGEMENT TEAM

X. NO PRIOR APPLICATION

XI. NOTICE

XII. PRAYER FOR RELIEF

CALDERWOOD & HARKNESS LLP

EXHIBIT A

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

THALASSA AMERICAS INC.,

Record

Parties

Dates

Amounts