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MEMORANDUM

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017

Date: November 8, 2022

To: Nathaniel Bower, Partner, Bankruptcy & Restructuring, Calderwood & Harkness LLP

From: Nathan Ikeda, Associate, Bankruptcy & Restructuring, Calderwood & Harkness LLP

Re: Thalassa Shipping & Logistics SA — COMI Analysis and Chapter 15 Recognition Issues

Matter No.: 1044-00003

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I. Executive Summary

This memorandum analyzes the center of main interests ("COMI") of Thalassa Shipping & Logistics Société Anonyme ("TSL"), a Greek société anonyme headquartered at 42 Akti Miaouli, Piraeus 18538, Greece, and the requirements for obtaining recognition under Chapter 15 of the United States Bankruptcy Code (11 U.S.C. §§ 1501–1532) in the event TSL were to commence insolvency proceedings in Greece under Law 4738/2020 (the Greek Debt Settlement & Insolvency Code, or the "Greek Insolvency Code"). The memorandum examines the applicable statutory framework, the factual record supporting a Greek COMI determination, the nature of Greek insolvency proceedings for purposes of Chapter 15 eligibility, and the practical and strategic implications of the analysis.

In addition, this memorandum addresses the coordination issues that arise from the potential parallel proceedings involving TSL and its wholly-owned U.S. subsidiary, Thalassa Americas Inc. ("TAI"), a Delaware C-corporation. Specifically, if the dual-track contingency plan is activated, TAI would file a voluntary petition under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (Houston Division), while TSL would commence a rehabilitation proceeding in Greece, with TSL's foreign representative simultaneously filing a Chapter 15 petition for recognition of the Greek proceeding in the same U.S. court. The interplay between these two proceedings — and the protection of TSL's interests (including a $76.4 million intercompany receivable from TAI) — requires careful analysis and advance planning.

By way of context, Calderwood & Harkness LLP was engaged on October 25, 2022, to prepare a Chapter 11 contingency plan for TAI and to advise TSL and TAI jointly on an out-of-court restructuring alternative. The current forbearance standstill with the Senior Secured Lender syndicate expires on January 8, 2023. The dual-track approach — pursuing an out-of-court restructuring while simultaneously preparing for in-court proceedings — necessitates a thorough understanding of the cross-border insolvency framework in case the Greek parent also requires formal insolvency proceedings. This memorandum has been prepared in coordination with input provided by Alexandros Vassiliou of Vassiliou & Demetriou Law Offices, Greek counsel to TSL, on questions of Greek insolvency law.

Key Conclusion. Based on the analysis set forth herein, TSL's COMI is almost certainly in Piraeus, Greece. The statutory presumption under § 1516(c) of the Bankruptcy Code — that the debtor's registered office is its COMI — is strongly reinforced by the objective, third-party-ascertainable facts: TSL's headquarters, senior management, corporate governance, principal business operations, books and records, and financial management are all centered in Piraeus. The presence of significant U.S. creditors and the Houston terminal operations (conducted through TAI as a separate legal entity) creates a U.S. nexus, but does not overcome the overwhelming Greek COMI indicators. Accordingly, a Greek rehabilitation proceeding under Law 4738/2020 should be recognized as a "foreign main proceeding" under Chapter 15, entitling TSL to the full protections of the automatic stay and other relief with respect to its U.S. assets and interests. However, the coordination of a Chapter 15 case for TSL with a parallel Chapter 11 case for TAI raises complex jurisdictional, substantive, and procedural issues that will require careful advance planning, including the development of a cross-border insolvency protocol, the protection of TSL's intercompany claim, and the management of potential conflicts between the Greek and U.S. proceedings.

II. Background

A. TSL Corporate and Operational Overview

Thalassa Shipping & Logistics SA ("TSL") is a société anonyme organized under the laws of the Hellenic Republic (Greece), founded in 1987 by the Kostandinos family. TSL is registered with the Athens General Commercial Registry (Γ.Ε.ΜΗ.), and its corporate headquarters are located at 42 Akti Miaouli, Piraeus 18538, Greece — an address situated in the historic heart of the Piraeus shipping district, which has served as the center of Greek maritime commerce for decades.

TSL's core business consists of the ownership and operation of a fleet of fifty (50) oceangoing vessels, comprising thirty-eight (38) dry-bulk carriers and twelve (12) container vessels. In addition to vessel operations, TSL provides integrated port-to-door logistics services across the Mediterranean Sea, the Black Sea, and transatlantic trade lanes. TSL also operates terminal facilities at the Port of Piraeus, the Port of Thessaloniki, and the Port of Houston (the latter through TAI, as discussed below). The company has historically been a significant participant in the dry-bulk and containerized shipping markets, serving a global customer base that includes major commodity traders, industrial conglomerates, and freight forwarding companies.

For fiscal year 2021, TSL reported consolidated revenue of approximately €1.42 billion. Estimated revenue for fiscal year 2022, however, reflects a significant decline to approximately €987 million, representing a year-over-year decrease of approximately 30.5%. This revenue deterioration is principally attributable to the sharp contraction in the dry-bulk freight market during 2022, as discussed further in Section II.C below.

TSL employs approximately 4,200 individuals globally, including shore-side personnel in Greece, the United States, and other jurisdictions, as well as seafaring crew members. Approximately 680 of these employees are based in the United States, with the majority employed by TAI in connection with the Houston terminal operations and U.S. freight brokerage activities.

TSL's principal shareholders are members of the Kostandinos family. Dimitrios Kostandinos serves as Chairman of the Board of Directors and holds approximately 62% of the equity in TSL through KFO Holdings SA, a Greek holding company. Elena Kostandinos-Pavlou, Mr. Kostandinos's sister, serves as Vice Chairwoman of the Board and holds approximately 18% of the equity, also through KFO Holdings SA. Together, the Kostandinos family controls approximately 80% of TSL's outstanding equity. The remaining 20% is held by a small number of private investors and senior management participants whose identities are not material to this analysis.

TSL's day-to-day operations are led by Georgios Andreadis, who has served as Chief Executive Officer since 2015. Mr. Andreadis is a non-family professional manager with extensive experience in the international shipping industry. The Chief Financial Officer is Irini Dalakoura, and the General Counsel (Greece) is Stavros Papageorgiou. All three officers are based at the Piraeus headquarters. The Board of Directors meets in Greece, and all material corporate governance functions — including strategic planning, financial oversight, and commercial decision-making — are conducted from Piraeus.

B. TAI Corporate and Operational Overview

Thalassa Americas Inc. ("TAI") is a C-corporation organized under the laws of the State of Delaware and is a wholly-owned subsidiary of TSL. TAI's registered agent in Delaware is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801. TAI's principal office is located at 1400 McKinney Street, Suite 2200, Houston, Texas 77010.

TAI is the entity through which TSL conducts its U.S.-side operations. These operations include the management and operation of the Houston terminal facility (held under a long-term lease), the scheduling of Jones Act–exempt foreign-flag vessels calling at U.S. ports, and domestic freight brokerage services. TAI serves as the local interface between TSL's global shipping network and U.S.-based customers, port authorities, and regulatory agencies.

For fiscal year 2021, TAI reported revenue of approximately $312 million. Estimated revenue for fiscal year 2022 reflects a decline to approximately $198 million, largely mirroring the broader revenue contraction experienced at the TSL consolidated level. TAI is led by Marcus Hale (President), Diana Restrepo (Vice President, Finance), and Jonathan Kurtz (Vice President, Operations). Ms. Restrepo reports to TSL's CFO, Irini Dalakoura, in Piraeus on all material financial matters, reflecting the integrated nature of the TSL group's financial management structure.

A significant intercompany liability exists between TAI and TSL. TAI owes TSL $76.4 million under a subordinated intercompany promissory note. The note was originally issued in connection with capital contributions and operating advances made by TSL to TAI over a period of years. This intercompany receivable is one of TSL's most significant U.S.-situs assets and is a central consideration in the cross-border analysis discussed in this memorandum.

C. The Liquidity Crisis

TSL's current financial distress is driven principally by the severe deterioration in the dry-bulk freight market during 2022. The Baltic Dry Index ("BDI"), a widely followed benchmark for dry-bulk shipping rates, declined approximately 58% between January 2022 and September 2022. This decline directly affected TSL's earnings capacity, as the company's fleet of thirty-eight dry-bulk carriers is exposed to spot-market and short-term time-charter rates that are closely correlated to the BDI.

TSL's average daily time-charter equivalent ("TCE") — the principal measure of vessel-level revenue performance in the shipping industry — fell from $24,800 per day (fiscal year 2021 average) to approximately $11,200 per day (third quarter 2022 average). This represents a decline of approximately 55%, with a corresponding effect on the company's top-line revenue and operating cash flow.

The earnings deterioration resulted in multiple covenant breaches under TSL's Senior Secured Credit Facility (described in Section II.D below):

• Minimum Liquidity Covenant Breach (September 15, 2022): TSL's unrestricted cash balance fell to $27.3 million against a minimum liquidity requirement of $40 million, resulting in a shortfall of $12.7 million. This breach constituted an event of default under Section 7.01(d) of the Senior Secured Credit Agreement.

• Net Leverage Ratio Breach (September 30, 2022): As of the fiscal quarter ending September 30, 2022, TSL's Net Leverage Ratio stood at 7.82x, calculated as Net Debt of $770.9 million divided by last-twelve-months ("LTM") Adjusted EBITDA of $98.6 million. The maximum permitted Net Leverage Ratio under the credit agreement is 5.50x.

• Interest Coverage Ratio Breach (September 30, 2022): As of the same date, TSL's Interest Coverage Ratio stood at 1.74x, calculated as LTM Adjusted EBITDA of $98.6 million divided by LTM Interest Expense of $56.7 million. The minimum required Interest Coverage Ratio under the credit agreement is 2.50x.

These covenant defaults, together with the liquidity shortfall, triggered a series of discussions with the Senior Secured Lender syndicate. On October 10, 2022, TSL and the syndicate executed a Forbearance Agreement providing for a ninety (90)-day standstill through January 8, 2023. Under the Forbearance Agreement, the lenders agreed to refrain from exercising remedies during the standstill period, subject to TSL's compliance with specified milestones and information-sharing obligations. The standstill period is intended to provide TSL with a window to pursue an out-of-court restructuring, while simultaneously permitting the development of contingency plans for in-court proceedings if the out-of-court track is unsuccessful.

D. Capital Structure Summary

TSL's capital structure consists of the following funded debt obligations and related instruments:

Senior Secured Credit Facility. TSL is the borrower under a Senior Secured Credit Agreement dated June 15, 2019, with Nordbank International AG (Zürich, Switzerland) serving as Administrative Agent and Collateral Agent. The facility has a total commitment of $685 million and, as of September 30, 2022, has $540 million outstanding, allocated as follows:

• Term Loan A ("TLA"): $270 million outstanding

• Revolving Credit Facility ("Revolver"): $185 million outstanding (drawn)

• Term Loan B ("TLB"): $85 million outstanding (the "U.S. Tranche," for which TAI is a co-borrower)

The facility bears interest at SOFR plus 375 basis points and matures on June 15, 2024. The nine-member lender syndicate and their respective commitments are as follows:

The facility is secured by first-priority ship mortgages on all fifty (50) vessels in the TSL fleet, a first-priority lien on the Houston terminal lease (held through TAI), first-priority security interests in all accounts receivable, and pledges of the equity interests in TAI and in the fourteen (14) vessel-owning special purpose vehicles ("SPVs") that hold title to individual vessels or vessel groups within the fleet.

Mezzanine Notes. TSL has $112.3 million outstanding under a mezzanine note purchase agreement, consisting of the original $100 million principal amount plus $12.3 million in payment-in-kind ("PIK") interest that has been capitalized to date. The mezzanine notes are held by Dralvecen Mezzanine Capital LLC ("BMC"), a New York-based mezzanine fund. The notes bear interest at 11.5% on a PIK toggle basis and are secured by a second-priority lien on the same collateral package as the Senior Secured Credit Facility, subject to an Intercreditor Agreement dated June 15, 2019, between Nordbank International AG (as first-lien agent) and BMC (as second-lien holder). The mezzanine notes mature on December 15, 2024.

Unsecured Notes. TSL has $50 million in unsecured notes outstanding, bearing a cash-pay coupon of 8.25% per annum, payable semi-annually. The indenture trustee is Garrison Trust Company, located at 100 Wall Street, 16th Floor, New York, New York 10005. The unsecured notes mature on March 1, 2025.

Intercompany Note. As noted above, TAI owes TSL $76.4 million under a subordinated intercompany promissory note. This obligation is contractually subordinated to the Senior Secured Credit Facility and the mezzanine notes under the terms of the applicable intercreditor arrangements.

Total Debt and Other Liabilities. Including trade payables of approximately $38.7 million and other payables, TSL's total consolidated indebtedness is approximately $847.3 million.

Fleet Valuation. An independent fleet appraisal conducted by Drakos Maritime Valuations Ltd., dated November 1, 2022, valued the fifty-vessel fleet at $623 million on a charter-free, en bloc basis. This represents a decline of $268 million, or approximately 30.1%, from the January 2022 appraisal of $891 million. The decline in fleet values is consistent with the broader deterioration in the dry-bulk and container shipping markets during 2022.

E. Engagement and Advisory Framework

Calderwood & Harkness LLP was engaged on October 25, 2022, as U.S. counsel to TSL and TAI jointly, to advise on restructuring alternatives and to prepare Chapter 11 contingency plans for TAI. The engagement is governed by a joint engagement letter executed by both TSL and TAI, with appropriate conflict waivers.

The broader advisory team includes the following:

• Vassiliou & Demetriou Law Offices (Alexandros Vassiliou, Lead Partner; 15 Vasilissis Sofias Avenue, Athens 10674, Greece): Greek counsel to TSL on insolvency, corporate, and regulatory matters. Mr. Vassiliou has provided input on the Greek insolvency law questions addressed in this memorandum and will coordinate with Calderwood & Harkness on any cross-border filings.

• Kensington Veltrian Partners LLC (James Calloway, Managing Director): Retained as financial advisor to TSL, responsible for developing restructuring proposals, liquidity analyses, business plan projections, and negotiations with creditor constituencies.

• Whitfield, Crane & Burgess LLP (Graham Whitfield III, Lead Partner): Serves as counsel to the Ad Hoc Group of Senior Secured Lenders, which comprises Nordbank International AG, Harborstone Bank plc, Triton Credit Partners LP, and Continental Maritime Lending GmbH. The Ad Hoc Group collectively holds approximately $372 million, or 54.3%, of the outstanding commitments under the Senior Secured Credit Facility.

• Draycott Advisory Group LLC (Vanessa Chow, Managing Director): Financial advisor to the Ad Hoc Group.

This memorandum was prepared in coordination with input provided by Alexandros Vassiliou of Vassiliou & Demetriou on Greek insolvency law questions, as specifically noted in the relevant sections below. Formal Greek law memoranda from Vassiliou & Demetriou are forthcoming and will be referenced in the Chapter 15 contingency materials.

III. Chapter 15 — Legal Framework

A. Statutory Overview of Chapter 15

Chapter 15 of the Bankruptcy Code (11 U.S.C. §§ 1501–1532) was enacted as part of the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 ("BAPCPA") and represents the United States' implementation of the UNCITRAL Model Law on Cross-Border Insolvency, adopted by the United Nations Commission on International Trade Law in 1997. Chapter 15 replaced the former Section 304 of the Bankruptcy Code, which had previously governed the recognition of foreign insolvency proceedings in U.S. courts.

The fundamental purpose of Chapter 15 is to provide effective mechanisms for cooperation between U.S. courts and the courts or competent authorities of foreign countries involved in cross-border insolvency cases. Section 1501(a) of the Bankruptcy Code sets forth the following key objectives:

(1) cooperation between the courts of the United States, the United States trustees, trustees, examiners, debtors, and debtors in possession, and the courts and other competent authorities of foreign countries involved in cross-border insolvency cases;

(2) greater legal certainty for trade and investment;

(3) fair and efficient administration of cross-border insolvencies that protects the interests of all creditors and other interested entities, including the debtor;

(4) protection and maximization of the value of the debtor's assets; and

(5) facilitation of the rescue of financially troubled businesses, thereby protecting investment and preserving employment.

Critically, Chapter 15 is the exclusive mechanism in U.S. law for the recognition of a foreign insolvency proceeding. Section 1504 provides that a case under Chapter 15 is commenced by the filing of a petition for recognition of a foreign proceeding under Section 1515. No other provision of the Bankruptcy Code, and no other federal or state law, provides an alternative pathway for such recognition. This exclusivity principle ensures that the structured framework of Chapter 15 — with its defined standards for recognition, its allocation of relief, and its mechanisms for cooperation — governs all requests by foreign representatives seeking the aid of U.S. courts in connection with foreign insolvency proceedings.

B. Key Definitions

Several defined terms in the Bankruptcy Code are central to the Chapter 15 analysis:

Foreign Proceeding. Section 101(23) of the Bankruptcy Code defines a "foreign proceeding" as a collective judicial or administrative proceeding in a foreign country, including an interim proceeding, under a law relating to insolvency or adjustment of debt in which proceeding the assets and affairs of the debtor are subject to control or supervision by a foreign court, for the purpose of reorganization or liquidation. Each element of this definition — that the proceeding be collective, judicial or administrative, in a foreign country, under a law relating to insolvency or adjustment of debt, and involving control or supervision by a foreign court — must be satisfied for the proceeding to qualify for Chapter 15 recognition.

Foreign Main Proceeding. Section 1502(4) defines a "foreign main proceeding" as a foreign proceeding pending in the country where the debtor has the center of its main interests. Recognition as a foreign main proceeding triggers the most expansive relief available under Chapter 15, including the automatic application of the stay provisions described in Section VI.A below.

Foreign Nonmain Proceeding. Section 1502(5) defines a "foreign nonmain proceeding" as a foreign proceeding, other than a foreign main proceeding, pending in a country where the debtor has an "establishment." The term "establishment" is defined in Section 1502(2) as any place of operations where the debtor carries out a nontransitory economic activity. Recognition as a foreign nonmain proceeding entitles the foreign representative to seek discretionary relief under Section 1521, but does not trigger the automatic stay provisions that accompany recognition of a foreign main proceeding.

Foreign Representative. Section 101(24) defines a "foreign representative" as a person or body, including a person or body appointed on an interim basis, authorized in a foreign proceeding to administer the reorganization or the liquidation of the debtor's assets or affairs or to act as a representative of such foreign proceeding. The foreign representative is the party who files the Chapter 15 petition in the United States and serves as the conduit between the foreign proceeding and the U.S. court.

C. Filing Requirements under § 1515

A Chapter 15 case is commenced by the filing of a petition by a "foreign representative" seeking recognition of a "foreign proceeding." The petition must be filed in a United States Bankruptcy Court. Section 1501(b) provides that the petition may be filed in the district where the debtor has a domicile, a residence, a place of business, or property in the United States, or, if the debtor does not have a domicile, residence, place of business, or property in the United States, in the district in which there is pending against the debtor an action or proceeding in a Federal or State court, or in such other district as the court deems appropriate.

The petition must be accompanied by the following documents, as specified in Section 1515(b) and (c):

(i) a certified copy of the decision commencing the foreign proceeding and appointing the foreign representative;

(ii) a certificate from the foreign court affirming the existence of the foreign proceeding and of the appointment of the foreign representative;

(iii) in the absence of the evidence referred to in clauses (i) and (ii), any other evidence acceptable to the court of the existence of the foreign proceeding and of the appointment of the foreign representative; and

(iv) a statement identifying all foreign proceedings with respect to the debtor that are known to the foreign representative.

In addition, the foreign representative typically files a verified petition and a supporting declaration setting forth the factual basis for recognition, including evidence regarding the debtor's COMI, the nature of the foreign proceeding, and the relief sought.

Venue Consideration. If TAI has a Chapter 11 case pending in the United States Bankruptcy Court for the Southern District of Texas (Houston Division) at the time the Chapter 15 petition is filed, the Chapter 15 petition for TSL should also be filed in the Southern District of Texas. This approach serves two purposes: first, it provides a proper basis for venue under Section 1501(b) (given that TSL has property — specifically, its equity interests in TAI — within the jurisdiction); and second, it permits the two cases to be assigned to the same judge and, if appropriate, jointly administered, thereby facilitating coordination between the proceedings. This venue strategy is discussed further in Section VII.B below.

D. Recognition Standards under § 1517

Section 1517 establishes the standards for recognition of a foreign proceeding. A court "shall" enter an order recognizing the foreign proceeding if:

(i) the foreign proceeding for which recognition is sought is a "foreign proceeding" within the meaning of Section 101(23);

(ii) the foreign representative applying for recognition is a person or body described in Section 101(24);

(iii) the petition meets the requirements of Section 1515; and

(iv) the petition has been filed in a court referred to in Section 1501(b).

The use of the word "shall" indicates that recognition is mandatory once the statutory prerequisites are met. The court does not have discretion to deny recognition on policy or equitable grounds, except through the narrow public policy exception of Section 1506, discussed in Section VIII.C below.

Upon recognition, the court must determine whether the foreign proceeding is a "foreign main proceeding" or a "foreign nonmain proceeding." The foreign proceeding is recognized as a "foreign main proceeding" if it is pending in the country where the debtor has its center of main interests. Otherwise, it is recognized as a "foreign nonmain proceeding" if the debtor has an "establishment" in the country where the proceeding is pending.

Section 1516(c) provides a rebuttable presumption with respect to the COMI determination: in the absence of evidence to the contrary, the debtor's registered office, or habitual residence in the case of an individual, is presumed to be the center of the debtor's main interests. This presumption places an initial burden on parties opposing recognition as a foreign main proceeding to present evidence that the debtor's COMI is in fact located in a country other than the country of its registered office.

IV. COMI Analysis — Thalassa Shipping & Logistics SA

A. Legal Standard for Determining COMI

The term "center of main interests" is not defined in the Bankruptcy Code. It is derived from Article 16(3) of the UNCITRAL Model Law on Cross-Border Insolvency and is also a central concept in the European Union Insolvency Regulation (Regulation (EU) 2015/848, the "EU Recast Regulation"). Because the Bankruptcy Code does not provide a definition, U.S. courts have developed a body of case law interpreting the COMI concept through a factual analysis that focuses on objective factors ascertainable by third parties, and particularly by creditors.

The leading U.S. decisions on COMI include the following:

• In re Sphinx, Ltd., 351 B.R. 103 (Bankr. S.D.N.Y. 2006): In Sphinx, the court examined the COMI of a Cayman Islands hedge fund and articulated the principle that the COMI analysis should focus on "objective factors that are ascertainable by third parties," rather than on the subjective intent of the debtor's principals. The court considered the location of the debtor's management, principal assets, principal creditors, and the jurisdiction whose law would apply to most disputes.

• In re Bear Stearns High-Grade Structured Credit Strategies Master Fund, Ltd., 374 B.R. 122 (Bankr. S.D.N.Y. 2007), aff'd, 389 B.R. 325 (S.D.N.Y. 2008): In Bear Stearns, the court denied recognition of Cayman Islands winding-up proceedings as foreign main proceedings, finding that the debtor fund's COMI was in New York — where the fund's investment manager was located and all key decisions were made — rather than in the Cayman Islands, where the fund was registered but had no operational presence. The decision underscored the importance of looking beyond the registered office to the actual location of management and operations.

• In re Fairfield Sentry Ltd., 714 F.3d 127 (2d Cir. 2013): The Second Circuit addressed the timing of the COMI analysis and held that the COMI should be determined as of the date the Chapter 15 petition is filed, while also recognizing that courts should be skeptical of COMI migrations undertaken in anticipation of insolvency proceedings. The court emphasized that the relevant inquiry is "where the debtor conducts the administration of its interests on a regular basis and [that] is therefore ascertainable by third parties." The Second Circuit also cautioned against manipulation of the COMI for strategic purposes.

• In re Ocean Rig UDW Inc., 570 B.R. 687 (Bankr. S.D.N.Y. 2017): In Ocean Rig, the court recognized Cayman Islands provisional liquidation proceedings as foreign main proceedings for a group of offshore drilling companies. The court applied a multi-factor analysis and found that the debtors' COMI was in the Cayman Islands based on the totality of the circumstances, including the location of management, the governing law of key contracts, and the expectations of creditors.

Drawing from this case law and the legislative history of Chapter 15, the following factors are most commonly considered by U.S. courts in determining a debtor's COMI:

(a) the location of the debtor's headquarters and senior management;

(b) the location of the debtor's primary assets;

(c) the location of the majority of the debtor's creditors, or of the creditors most likely to be affected by the proceeding;

(d) the jurisdiction whose law would apply to most of the debtor's disputes;

(e) the location where the debtor's main business operations are conducted;

(f) the location of the debtor's books and records; and

(g) the location from which the debtor's finances are managed.

No single factor is dispositive; the analysis is holistic and fact-intensive. However, the registered office presumption of § 1516(c) establishes a starting point, and a party challenging that presumption bears the burden of producing evidence sufficient to overcome it.

Timing of the COMI Determination. There is a split in the case law regarding whether the COMI should be determined as of the date of the Chapter 15 petition or as of the date the foreign proceeding was commenced. The majority view, as reflected in the Second Circuit's decision in Fairfield Sentry and the weight of lower court authority, favors the date the Chapter 15 petition is filed, while remaining attentive to pre-petition COMI migrations that may have been undertaken for strategic purposes. Some courts have focused on the date the foreign proceeding commenced. For purposes of this memorandum, we analyze TSL's COMI as of the present date (November 2022), which is expected to be consistent with TSL's COMI at the time of any future Greek proceeding or Chapter 15 filing.

B. Application of COMI Factors to TSL

We now apply each of the recognized COMI factors to the facts of TSL's case.

1. Registered Office. TSL is registered with the Athens General Commercial Registry (Γ.Ε.ΜΗ.) as a Greek société anonyme. Its registered office is at 42 Akti Miaouli, Piraeus 18538, Greece. Under § 1516(c), this creates a rebuttable presumption that Greece is TSL's COMI. The question is whether any evidence exists to rebut this presumption. As discussed below, no such evidence exists; rather, the additional factors strongly reinforce the presumption.

2. Location of Headquarters and Senior Management. TSL's corporate headquarters are at 42 Akti Miaouli, Piraeus. All of TSL's C-suite officers — including the Chairman of the Board (Dimitrios Kostandinos), Vice Chairwoman (Elena Kostandinos-Pavlou), Chief Executive Officer (Georgios Andreadis), Chief Financial Officer (Irini Dalakoura), and General Counsel (Stavros Papageorgiou) — are based in Piraeus or the broader Athens metropolitan area. The Board of Directors meets in Greece. All material corporate governance functions, including strategic planning, fleet deployment decisions, commercial management, and financial oversight, are conducted from the Piraeus headquarters. This factor strongly supports a Greek COMI.

3. Location of Primary Assets. TSL's primary assets are its fleet of fifty vessels, collectively appraised at $623 million as of November 1, 2022 (by Drakos Maritime Valuations Ltd.). Vessels are inherently mobile assets that traverse international waters and call at ports worldwide; they do not have a permanent situs in any single jurisdiction. However, several considerations point to Greece: (a) the vessel registration and flag-state documentation for the fleet are administered from the Piraeus headquarters; (b) the fleet management, crewing, and technical management functions are all based in Piraeus; (c) the Piraeus and Thessaloniki terminal facilities are Greek assets held directly by TSL or Greek-incorporated SPVs. The Houston terminal — the principal U.S.-situs asset — is held through TAI (a separate legal entity), not directly by TSL. On balance, this factor supports Greece, though the mobile nature of the vessels introduces some ambiguity.

4. Location of Creditors. TSL's creditors are spread across multiple jurisdictions. The Senior Secured Credit Facility agent (Nordbank International AG) is based in Zürich, Switzerland. The nine-member lender syndicate includes institutions based in Switzerland, Greece, the United Kingdom, Singapore, Germany, the United States, Canada, the United Arab Emirates, and Cyprus. The mezzanine lender (Dralvecen Mezzanine Capital LLC) is based in New York. The indenture trustee for the unsecured notes (Garrison Trust Company) is in New York. TSL's largest trade creditor, Olympian Fuel & Supply SA, is based in Piraeus and is owed approximately $9.2 million for bunker fuel.

No single jurisdiction dominates the creditor landscape, which is typical for an international shipping company with a globally syndicated capital structure. However, Greece has a meaningful concentration: the second-largest syndicate lender (Aegean Capital Bank SA, $110 million) is Greek; the largest trade creditor is Greek; and a number of smaller trade creditors (port services, vessel supplies, crewing agencies) are Greek or Piraeus-based. The U.S. nexus is significant — particularly the mezzanine lender, the unsecured note trustee, and certain syndicate members (Triton Credit Partners LP, $68 million) — but the creditor distribution does not, standing alone, overcome the other factors pointing to Greece.

5. Location of Business Operations. TSL's core business operations — vessel chartering (time charters and voyage charters), fleet management, commercial management, and logistics coordination — are directed from the Piraeus headquarters. The Piraeus office serves as the nerve center of TSL's commercial activities, with chartering teams, operations managers, and logistics coordinators working from that location. U.S.-side operations, which account for a subset of total revenue, are conducted through TAI as a separate legal entity with its own officers and its own physical presence in Houston. The separation of U.S. operations into a distinct subsidiary entity (TAI) is significant: it means that the U.S. operations are attributable to TAI, not to TSL, for COMI purposes. This factor strongly supports a Greek COMI.

6. Location of Books and Records. TSL's financial records, corporate books, and accounting records are maintained at the Piraeus headquarters. TSL's annual financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") and are audited by Grainger, Holt & Associates LLP, a London-based accounting firm with an Athens affiliate. The engagement partner, Malcolm Holt, conducts the audit through the Athens affiliate office. Greek-language corporate records — including minutes of board meetings, shareholder resolutions, and regulatory filings — are maintained with the Athens General Commercial Registry. This factor supports a Greek COMI.

7. Governing Law of Principal Debt Instruments. The Senior Secured Credit Agreement dated June 15, 2019 is governed by the laws of the State of New York, which is the market-standard governing law for syndicated shipping finance facilities. The mezzanine note purchase agreement and the unsecured note indenture are also governed by New York law. TSL's organizational documents — its articles of incorporation and bylaws — are governed by Greek law. While the New York governing law of the principal debt instruments creates a U.S. nexus, this factor is of limited weight in the COMI analysis because the choice of New York law in international syndicated lending transactions is a market convention that reflects the preferences of lenders and their counsel, rather than any substantive connection between the debtor's operations and the State of New York. Courts have generally recognized that the governing law of financial instruments, standing alone, does not displace the COMI presumption. See In re Ocean Rig UDW Inc., 570 B.R. at 701 (noting that the choice of English law for certain contracts did not shift the COMI).

8. Financial Management. TSL's group-level financial management is centralized at the Piraeus headquarters under the direction of CFO Irini Dalakoura. Treasury operations — including cash management, foreign exchange hedging, and debt service coordination — are based in Greece. TAI's VP Finance (Diana Restrepo) reports to Ms. Dalakoura in Piraeus on all material financial matters. The centralization of financial management in Greece further supports a Greek COMI.

C. Assessment and Conclusion on COMI

Based on the foregoing analysis, the conclusion that TSL's COMI is in Piraeus, Greece, is strong and well-supported. The § 1516(c) presumption — that TSL's registered office in Greece is its COMI — is not only unrebutted, but is powerfully reinforced by the entire constellation of objective, third-party-ascertainable factors. TSL's headquarters, senior management, corporate governance, core business operations, books and records, and financial management are all located in Piraeus. The company was founded in Greece nearly thirty-five years ago, has been continuously operated from Greece, and is led by Greek-based principals and officers.

The U.S. nexus — which consists primarily of certain New York-based creditors (BMC, Triton Credit Partners, Garrison Trust Company), the Houston terminal operations (conducted through TAI), and the New York governing law of the principal debt instruments — is a real but insufficient counterweight to the Greek COMI indicators. Critically, the U.S. operations are conducted through a separate legal entity, TAI, which is itself a distinct debtor with its own COMI in the United States. The existence of TAI as a separate corporate entity means that the U.S. operations and U.S. assets attributable to TAI should not be conflated with TSL's COMI for Chapter 15 purposes.

Risk Factor — COMI Migration. We note that if TSL were to relocate management functions or shift corporate decision-making to the United States prior to the filing of a Greek insolvency proceeding, this could complicate the COMI analysis. Some debtors in cross-border cases have attempted so-called "COMI migrations" — relocating their center of gravity to a preferred jurisdiction in anticipation of insolvency — and courts have generally viewed such actions with skepticism. The Second Circuit in Fairfield Sentry expressly cautioned against strategic COMI manipulation. We strongly advise against any actions that could be construed as a COMI migration, as such actions would undermine the integrity of the Chapter 15 petition and could result in the denial of recognition as a foreign main proceeding or, worse, a finding that the Chapter 15 petition was filed in bad faith.

Likelihood of Successful Recognition. Assuming that a Greek rehabilitation proceeding is properly commenced under Law 4738/2020 and that the required certifications are obtained from the Greek court, we assess the likelihood of successful recognition of the Greek proceeding as a "foreign main proceeding" under Chapter 15 to be very high. While a party-in-interest could theoretically challenge the COMI determination or invoke the public policy exception of § 1506, such challenges would face significant obstacles given the strength of the record supporting a Greek COMI.

V. Greek Insolvency Proceedings — Law 4738/2020

A. Overview of Greek Law 4738/2020

Law 4738/2020 (the Greek Debt Settlement & Insolvency Code, or "Πτωχευτικός Κώδικας"), enacted in October 2020 and effective as of March 1, 2021, is the primary insolvency framework in the Hellenic Republic. The law consolidated and modernized Greece's previously fragmented insolvency legislation and introduced a comprehensive set of procedures for the restructuring and liquidation of financially distressed debtors. Law 4738/2020 applies to both natural and legal persons that have a center of main interests in Greece.

The principal procedures available under Law 4738/2020 include the following:

(i) Out-of-court debt settlement mechanism (extrajudicial workout): A pre-insolvency mechanism that permits the debtor to negotiate a consensual restructuring with its creditors through an electronic platform administered by the Greek Special Secretariat of Private Debt Management. This mechanism is designed to facilitate voluntary debt restructuring without the need for formal court proceedings.

(ii) Rehabilitation proceedings (Διαδικασία Εξυγίανσης): A court-supervised reorganization process that permits the debtor to propose a rehabilitation plan to its creditors, subject to approval by the requisite creditor majorities and confirmation by the competent Greek court. The rehabilitation proceeding is the Greek procedure most analogous to a Chapter 11 reorganization under the U.S. Bankruptcy Code.

(iii) Bankruptcy (Πτώχευση): A liquidation proceeding in which the debtor's assets are realized and distributed to creditors in accordance with their respective priorities under Greek law.

For purposes of this memorandum, the rehabilitation proceeding is the most relevant procedure, as it is the track that would be used if TSL's management seeks to restructure the company's obligations while preserving the going-concern value of its fleet and operations.

A rehabilitation proceeding under Law 4738/2020 is initiated by the debtor filing a petition with the Multi-Member First Instance Court (Πολυμελές Πρωτοδικείο) of the debtor's registered seat. For TSL, this would be the Multi-Member First Instance Court of Piraeus. The petition must be accompanied by a proposed rehabilitation plan, financial statements, a list of creditors, and other supporting documentation. The court evaluates the petition, and if the procedural requirements are met, opens the rehabilitation proceeding and imposes a protective moratorium on enforcement actions against the debtor. The rehabilitation plan must subsequently be approved by the requisite majorities of creditors and confirmed by the court.

Critically, Greek rehabilitation proceedings are both "collective" (involving all or substantially all of the debtor's creditors) and "judicial" (supervised and confirmed by a Greek court). These characteristics are significant for the Chapter 15 analysis discussed in Section V.B below.

B. Qualifications of a Greek Proceeding under Law 4738/2020 as a "Foreign Proceeding" for Chapter 15 Purposes

For a Greek rehabilitation proceeding to be recognized under Chapter 15, it must satisfy the definition of a "foreign proceeding" under Section 101(23) of the Bankruptcy Code. We analyze each element of the definition in turn:

(i) Collective: A Greek rehabilitation proceeding under Law 4738/2020 is collective in nature — it involves all or substantially all of the debtor's creditors and is designed to address the debtor's overall financial distress, not merely a dispute with a single creditor. The rehabilitation plan must be approved by the requisite majorities of affected creditor classes. This element is satisfied.

(ii) Judicial or administrative: A Greek rehabilitation proceeding is a judicial proceeding. It is commenced by a petition filed with the competent Greek court (the Multi-Member First Instance Court), and the court exercises supervision over the proceeding, including the confirmation of the rehabilitation plan. This element is satisfied.

(iii) In a foreign country: Greece is a foreign country within the meaning of the Bankruptcy Code. This element is unquestionably satisfied.

(iv) Under a law relating to insolvency or adjustment of debt: Law 4738/2020 is expressly a law relating to insolvency and the adjustment of debt. Its stated purpose is to provide mechanisms for the settlement of debts and the management of insolvency. This element is satisfied.

(v) Assets and affairs of the debtor subject to control or supervision by a foreign court: In a Greek rehabilitation proceeding, the assets and affairs of the debtor are subject to the supervision of the Greek court. The court oversees the rehabilitation process, including the approval and confirmation of the rehabilitation plan, and may appoint a supervising administrator. This element is satisfied.

Conclusion. A Greek rehabilitation proceeding commenced under Law 4738/2020 should qualify as a "foreign proceeding" within the meaning of Section 101(23) of the Bankruptcy Code and is therefore eligible for Chapter 15 recognition. Given that TSL's COMI is in Greece (as analyzed in Section IV above), such a proceeding should be recognized as a "foreign main proceeding" under Section 1502(4).

Important Note Regarding the Extrajudicial Mechanism. The out-of-court debt settlement mechanism under Law 4738/2020 is an extrajudicial process that does not involve direct judicial supervision in the same manner as the rehabilitation proceeding. There is a material risk that the extrajudicial mechanism would not satisfy the requirement that the debtor's "assets and affairs" be "subject to control or supervision by a foreign court." This is an open question under U.S. case law, and we are aware of no published decision directly addressing the eligibility of a Greek extrajudicial workout under Law 4738/2020 for Chapter 15 recognition. Accordingly, if Chapter 15 recognition is a desired component of TSL's restructuring strategy, we strongly recommend utilizing the rehabilitation proceeding track rather than the extrajudicial debt settlement mechanism. This recommendation has been communicated to Alexandros Vassiliou at Vassiliou & Demetriou.

C. Foreign Representative Designation

Under Greek law, the debtor's existing management typically remains in possession of the debtor's assets and affairs during a rehabilitation proceeding — a concept analogous to the debtor-in-possession model familiar in U.S. Chapter 11 practice. In certain circumstances, the court may appoint an administrator or supervisor to oversee the debtor's operations, but the default position is for management to retain control, subject to court oversight.

For purposes of the Chapter 15 petition, a "foreign representative" must be identified — that is, a person or body authorized in the Greek proceeding to administer the reorganization or to act as a representative of the foreign proceeding. Several options are available:

(a) CEO as Foreign Representative: We recommend designating Georgios Andreadis, TSL's Chief Executive Officer, as the foreign representative for the Chapter 15 petition. Mr. Andreadis is the most senior operational officer of TSL, is based in Piraeus, and would have the authority — by virtue of his position and appropriate board authorization — to represent TSL in the U.S. proceedings.

(b) Court-Appointed Administrator: If the Greek court appoints a specific administrator or supervisor in connection with the rehabilitation proceeding, that individual could serve as the foreign representative. However, based on input from Greek counsel, it is more likely that TSL's management will remain in possession, making the CEO the natural candidate.

(c) Board Resolution: In either case, we recommend that TSL's Board of Directors adopt a resolution expressly authorizing the designated individual to serve as the foreign representative and to file the Chapter 15 petition in the United States. This resolution should be adopted in advance of any filing to avoid delays.

Greek counsel (Alexandros Vassiliou, Vassiliou & Demetriou Law Offices) will coordinate with the Greek court to obtain the certifications required under Section 1515 — specifically, a certified copy of the court's decision commencing the rehabilitation proceeding and a certificate from the court affirming the existence of the proceeding and the appointment (or authorization) of the foreign representative.

VI. Effects of Chapter 15 Recognition

A. Recognition as a Foreign Main Proceeding

If a Greek rehabilitation proceeding for TSL is recognized as a "foreign main proceeding" under Section 1517, a series of automatic protections take effect under Section 1520(a) of the Bankruptcy Code. These protections are equivalent in scope and effect to the automatic stay that applies under Section 362 to domestic bankruptcy cases, and they apply to TSL's assets within the territorial jurisdiction of the United States.

The automatic provisions triggered by recognition as a foreign main proceeding include:

Section 1520(a)(1) — Stay of Actions. Sections 361 and 362 of the Bankruptcy Code apply automatically with respect to the debtor and the property of the debtor that is within the territorial jurisdiction of the United States. This stay prohibits creditors from commencing or continuing lawsuits, enforcement actions, or collection efforts against TSL or its U.S.-situs property, absent relief from stay granted by the court.

Section 1520(a)(2) — Stay on Transfers and Encumbrances. Section 549 of the Bankruptcy Code applies to limit unauthorized post-petition transfers of the debtor's property within the United States. Additionally, Section 1520(a)(2) provides that the rights to transfer, encumber, or otherwise dispose of any assets of the debtor that are within the territorial jurisdiction of the United States are stayed, subject to court approval.

Section 1520(a)(3) — Examination Rights. The right to examine witnesses, take depositions, and obtain discovery with respect to the debtor's affairs is made available to the foreign representative under the same terms applicable to a domestic trustee.

For TSL, the automatic stay would protect its U.S.-situs assets from individual creditor enforcement. TSL's principal U.S. assets include: (a) its 100% equity interest in TAI; (b) the $76.4 million intercompany receivable from TAI; (c) any bank accounts or cash balances maintained in the United States; (d) contract rights under any agreements with U.S. counterparties; and (e) any other tangible or intangible property located within the United States. The stay would prevent the mezzanine lender (BMC), the unsecured note trustee (Garrison Trust Company), or any other creditor from seizing, attaching, or foreclosing upon these assets outside of the coordinated framework of the Chapter 15 proceeding and the Greek rehabilitation proceeding.

In addition, under Section 1520(c), TSL may operate in the ordinary course of business in the United States following recognition, unless the court orders otherwise. However, non-ordinary-course transactions involving U.S.-situs assets would require court approval.

B. Discretionary Relief

In addition to the automatic provisions described above, the U.S. Bankruptcy Court may grant additional discretionary relief under Section 1521 upon the application of the foreign representative. The scope of available discretionary relief is broad and includes, without limitation:

(a) staying the commencement or continuation of an individual action or proceeding concerning the debtor's assets, rights, obligations, or liabilities to the extent they have not been stayed under Section 1520(a);

(b) staying execution against the debtor's assets to the extent it has not been stayed under Section 1520(a);

(c) suspending the right to transfer, encumber, or otherwise dispose of any assets of the debtor to the extent this right has not been suspended under Section 1520(a);

(d) providing for the examination of witnesses, the taking of evidence, or the delivery of information concerning the debtor's assets, affairs, rights, obligations, or liabilities;

(e) entrusting the administration or realization of all or part of the debtor's assets within the territorial jurisdiction of the United States to the foreign representative or another person, including an examiner, authorized by the court; and

(f) granting any additional relief that may be available to a trustee under the Bankruptcy Code, except for certain relief expressly excluded by statute.

Under Section 1522, the court may grant discretionary relief under Section 1521 only if the court is satisfied that the interests of the creditors and other interested entities, including the debtor, are sufficiently protected. The relief must be "necessary to effectuate the purpose of this chapter and to protect the interests of the creditors and other interested entities, including the debtor." This requirement imposes a meaningful limitation on discretionary relief, ensuring that the Chapter 15 court acts as a complement to, rather than a substitute for, the foreign main proceeding.

C. Effect on the $76.4 Million Intercompany Note

The treatment of the $76.4 million intercompany note — under which TAI is the obligor and TSL is the payee — is a critical issue in the parallel proceeding framework.

If Chapter 15 recognition is granted for TSL's Greek proceeding, the automatic stay under Section 1520(a) would protect TSL's claim against TAI from individual creditor enforcement. That is, no creditor of TSL could seek to attach or execute upon TSL's right to receive payment from TAI outside of the coordinated framework of the Greek proceeding.

Simultaneously, if TAI files a Chapter 11 petition, the intercompany obligation would be a claim against the TAI estate. TSL (through its foreign representative in the Chapter 15 proceeding) would have standing to file a proof of claim in the TAI Chapter 11 case asserting the $76.4 million receivable. The foreign representative would participate in the TAI Chapter 11 case as a creditor, with the ability to vote on a Chapter 11 plan (to the extent the claim is allowed) and to object to plan provisions that adversely affect TSL's interests.

However, as discussed in Section VIII.A below, the intercompany claim faces potential challenges, including equitable subordination under Section 510(c) of the Bankruptcy Code and potential recharacterization as equity. These risks arise from the parent-subsidiary relationship between TSL and TAI and the concentrated Kostandinos family control over both entities. The treatment of the intercompany claim will be a significant negotiating point in the restructuring process.

VII. Coordination of Chapter 15 (TSL) with Chapter 11 (TAI)

A. Structural Overview of Parallel Proceedings

The contemplated scenario involves two concurrent formal insolvency proceedings:

(1) Greek Rehabilitation Proceeding (TSL): TSL commences a rehabilitation proceeding under Law 4738/2020 before the Multi-Member First Instance Court of Piraeus, Greece. TSL's management remains in possession of the company's assets and affairs under the supervision of the Greek court.

(2) Chapter 11 Case (TAI): TAI files a voluntary petition under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (Houston Division). TAI operates as a debtor-in-possession under Sections 1107 and 1108.

(3) Chapter 15 Case (TSL): TSL's designated foreign representative files a Chapter 15 petition in the same U.S. court (S.D. Tex.) seeking recognition of the Greek rehabilitation proceeding as a foreign main proceeding. The Chapter 15 case serves as the vehicle for protecting TSL's U.S. interests, asserting TSL's claim in the TAI Chapter 11, and facilitating coordination between the Greek and U.S. proceedings.

Joint administration of the TAI Chapter 11 case and the TSL Chapter 15 case could be requested under Rule 1015(b) of the Federal Rules of Bankruptcy Procedure, which permits joint administration of cases involving related debtors for administrative convenience. While joint administration does not effect a substantive consolidation of the two estates, it would allow for coordinated hearing schedules, consolidated docket entries, and more efficient case management. We recommend seeking joint administration at the earliest practicable point following the filing of both petitions.

B. Venue Considerations

TAI's proposed Chapter 11 venue is the United States Bankruptcy Court for the Southern District of Texas (Houston Division). This venue is appropriate based on TAI's principal office at 1400 McKinney Street, Suite 2200, Houston, Texas 77010, and is consistent with the venue requirements of 28 U.S.C. § 1408, which permits a bankruptcy case to be filed in the district where the debtor's principal place of business has been located for the greater portion of the 180 days preceding the filing.

For the TSL Chapter 15 petition, venue in the Southern District of Texas is also appropriate. Under Section 1501(b) of the Bankruptcy Code, a Chapter 15 petition may be filed in any district where the debtor has a domicile, a residence, a place of business, or property in the United States, or, if none of those connections exist, in the district where a case is pending. TSL has at least two independent bases for venue in the Southern District of Texas:

(a) Property in the District: TSL owns 100% of the equity in TAI, a Delaware corporation with its principal office in Houston. The equity interest in TAI constitutes "property" of TSL within the Southern District of Texas. In addition, the $76.4 million intercompany receivable from TAI constitutes a chose in action that is arguably located in the district where the obligor maintains its principal office.

(b) Pending Related Case: If TAI's Chapter 11 case is already pending in the Southern District of Texas at the time the Chapter 15 petition is filed, this provides an additional and independent basis for venue. Filing the Chapter 15 in the same district where the related Chapter 11 is pending ensures that the two cases will be assigned to the same judge, maximizing the potential for coordination.

We recommend filing the Chapter 15 petition in the Southern District of Texas (Houston Division) for these reasons. This approach ensures that a single judge oversees both the domestic Chapter 11 for TAI and the ancillary Chapter 15 for TSL, reducing the risk of inconsistent rulings and facilitating the efficient resolution of issues that affect both debtors.

C. Communication and Cooperation Protocols

Sections 1525 and 1526 of the Bankruptcy Code provide the statutory framework for cooperation and direct communication between the U.S. court and foreign courts, and between the foreign representative and U.S. parties-in-interest. Section 1525 authorizes the court to cooperate with foreign courts or foreign representatives in connection with cross-border insolvency cases by any appropriate means. Section 1526 authorizes direct communication between the court and foreign courts or foreign representatives, subject to safeguards and notice requirements.

In practice, courts in complex cross-border insolvency cases have increasingly adopted formal cross-border insolvency protocols — negotiated agreements between the courts and parties in the different jurisdictions that establish procedures for coordination, communication, and the avoidance of inconsistent relief. These protocols are typically modeled on or consistent with the Guidelines Applicable to Court-to-Court Communications in Cross-Border Cases, developed jointly by the American Law Institute ("ALI") and the International Inst

MEMORANDUM
PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017
Date: November 8, 2022
To: Nathaniel Bower, Partner, Bankruptcy & Restructuring, Calderwood & Harkness LLP
From: Nathan Ikeda, Associate, Bankruptcy & Restructuring, Calderwood & Harkness LLP
Re: Thalassa Shipping & Logistics SA — COMI Analysis and Chapter 15 Recognition Issues
Matter No.: 1044-00003
Right-click to update Table of Contents
I. Executive Summary
This memorandum analyzes the center of main interests ("COMI") of Thalassa Shipping & Logistics Société Anonyme ("TSL"), a Greek société anonyme headquartered at 42 Akti Miaouli, Piraeus 18538, Greece, and the requirements for obtaining recognition under Chapter 15 of the United States Bankruptcy Code (11 U.S.C. §§ 1501–1532) in the event TSL were to commence insolvency proceedings in Greece under Law 4738/2020 (the Greek Debt Settlement & Insolvency Code, or the "Greek Insolvency Code"). The memorandum examines the applicable statutory framework, the factual record supporting a Greek COMI determination, the nature of Greek insolvency proceedings for purposes of Chapter 15 eligibility, and the practical and strategic implications of the analysis.
In addition, this memorandum addresses the coordination issues that arise from the potential parallel proceedings involving TSL and its wholly-owned U.S. subsidiary, Thalassa Americas Inc. ("TAI"), a Delaware C-corporation. Specifically, if the dual-track contingency plan is activated, TAI would file a voluntary petition under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (Houston Division), while TSL would commence a rehabilitation proceeding in Greece, with TSL's foreign representative simultaneously filing a Chapter 15 petition for recognition of the Greek proceeding in the same U.S. court. The interplay between these two proceedings — and the protection of TSL's interests (including a $76.4 million intercompany receivable from TAI) — requires careful analysis and advance planning.
By way of context, Calderwood & Harkness LLP was engaged on October 25, 2022, to prepare a Chapter 11 contingency plan for TAI and to advise TSL and TAI jointly on an out-of-court restructuring alternative. The current forbearance standstill with the Senior Secured Lender syndicate expires on January 8, 2023. The dual-track approach — pursuing an out-of-court restructuring while simultaneously preparing for in-court proceedings — necessitates a thorough understanding of the cross-border insolvency framework in case the Greek parent also requires formal insolvency proceedings. This memorandum has been prepared in coordination with input provided by Alexandros Vassiliou of Vassiliou & Demetriou Law Offices, Greek counsel to TSL, on questions of Greek insolvency law.
Key Conclusion. Based on the analysis set forth herein, TSL's COMI is almost certainly in Piraeus, Greece. The statutory presumption under § 1516(c) of the Bankruptcy Code — that the debtor's registered office is its COMI — is strongly reinforced by the objective, third-party-ascertainable facts: TSL's headquarters, senior management, corporate governance, principal business operations, books and records, and financial management are all centered in Piraeus. The presence of significant U.S. creditors and the Houston terminal operations (conducted through TAI as a separate legal entity) creates a U.S. nexus, but does not overcome the overwhelming Greek COMI indicators. Accordingly, a Greek rehabilitation proceeding under Law 4738/2020 should be recognized as a "foreign main proceeding" under Chapter 15, entitling TSL to the full protections of the automatic stay and other relief with respect to its U.S. assets and interests. However, the coordination of a Chapter 15 case for TSL with a parallel Chapter 11 case for TAI raises complex jurisdictional, substantive, and procedural issues that will require careful advance planning, including the development of a cross-border insolvency protocol, the protection of TSL's intercompany claim, and the management of potential conflicts between the Greek and U.S. proceedings.
II. Background
A. TSL Corporate and Operational Overview
Thalassa Shipping & Logistics SA ("TSL") is a société anonyme organized under the laws of the Hellenic Republic (Greece), founded in 1987 by the Kostandinos family. TSL is registered with the Athens General Commercial Registry (Γ.Ε.ΜΗ.), and its corporate headquarters are located at 42 Akti Miaouli, Piraeus 18538, Greece — an address situated in the historic heart of the Piraeus shipping district, which has served as the center of Greek maritime commerce for decades.
TSL's core business consists of the ownership and operation of a fleet of fifty (50) oceangoing vessels, comprising thirty-eight (38) dry-bulk carriers and twelve (12) container vessels. In addition to vessel operations, TSL provides integrated port-to-door logistics services across the Mediterranean Sea, the Black Sea, and transatlantic trade lanes. TSL also operates terminal facilities at the Port of Piraeus, the Port of Thessaloniki, and the Port of Houston (the latter through TAI, as discussed below). The company has historically been a significant participant in the dry-bulk and containerized shipping markets, serving a global customer base that includes major commodity traders, industrial conglomerates, and freight forwarding companies.
For fiscal year 2021, TSL reported consolidated revenue of approximately €1.42 billion. Estimated revenue for fiscal year 2022, however, reflects a significant decline to approximately €987 million, representing a year-over-year decrease of approximately 30.5%. This revenue deterioration is principally attributable to the sharp contraction in the dry-bulk freight market during 2022, as discussed further in Section II.C below.
TSL employs approximately 4,200 individuals globally, including shore-side personnel in Greece, the United States, and other jurisdictions, as well as seafaring crew members. Approximately 680 of these employees are based in the United States, with the majority employed by TAI in connection with the Houston terminal operations and U.S. freight brokerage activities.
TSL's principal shareholders are members of the Kostandinos family. Dimitrios Kostandinos serves as Chairman of the Board of Directors and holds approximately 62% of the equity in TSL through KFO Holdings SA, a Greek holding company. Elena Kostandinos-Pavlou, Mr. Kostandinos's sister, serves as Vice Chairwoman of the Board and holds approximately 18% of the equity, also through KFO Holdings SA. Together, the Kostandinos family controls approximately 80% of TSL's outstanding equity. The remaining 20% is held by a small number of private investors and senior management participants whose identities are not material to this analysis.
TSL's day-to-day operations are led by Georgios Andreadis, who has served as Chief Executive Officer since 2015. Mr. Andreadis is a non-family professional manager with extensive experience in the international shipping industry. The Chief Financial Officer is Irini Dalakoura, and the General Counsel (Greece) is Stavros Papageorgiou. All three officers are based at the Piraeus headquarters. The Board of Directors meets in Greece, and all material corporate governance functions — including strategic planning, financial oversight, and commercial decision-making — are conducted from Piraeus.
B. TAI Corporate and Operational Overview
Thalassa Americas Inc. ("TAI") is a C-corporation organized under the laws of the State of Delaware and is a wholly-owned subsidiary of TSL. TAI's registered agent in Delaware is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801. TAI's principal office is located at 1400 McKinney Street, Suite 2200, Houston, Texas 77010.
TAI is the entity through which TSL conducts its U.S.-side operations. These operations include the management and operation of the Houston terminal facility (held under a long-term lease), the scheduling of Jones Act–exempt foreign-flag vessels calling at U.S. ports, and domestic freight brokerage services. TAI serves as the local interface between TSL's global shipping network and U.S.-based customers, port authorities, and regulatory agencies.
For fiscal year 2021, TAI reported revenue of approximately $312 million. Estimated revenue for fiscal year 2022 reflects a decline to approximately $198 million, largely mirroring the broader revenue contraction experienced at the TSL consolidated level. TAI is led by Marcus Hale (President), Diana Restrepo (Vice President, Finance), and Jonathan Kurtz (Vice President, Operations). Ms. Restrepo reports to TSL's CFO, Irini Dalakoura, in Piraeus on all material financial matters, reflecting the integrated nature of the TSL group's financial management structure.
A significant intercompany liability exists between TAI and TSL. TAI owes TSL $76.4 million under a subordinated intercompany promissory note. The note was originally issued in connection with capital contributions and operating advances made by TSL to TAI over a period of years. This intercompany receivable is one of TSL's most significant U.S.-situs assets and is a central consideration in the cross-border analysis discussed in this memorandum.
C. The Liquidity Crisis
TSL's current financial distress is driven principally by the severe deterioration in the dry-bulk freight market during 2022. The Baltic Dry Index ("BDI"), a widely followed benchmark for dry-bulk shipping rates, declined approximately 58% between January 2022 and September 2022. This decline directly affected TSL's earnings capacity, as the company's fleet of thirty-eight dry-bulk carriers is exposed to spot-market and short-term time-charter rates that are closely correlated to the BDI.
TSL's average daily time-charter equivalent ("TCE") — the principal measure of vessel-level revenue performance in the shipping industry — fell from $24,800 per day (fiscal year 2021 average) to approximately $11,200 per day (third quarter 2022 average). This represents a decline of approximately 55%, with a corresponding effect on the company's top-line revenue and operating cash flow.
The earnings deterioration resulted in multiple covenant breaches under TSL's Senior Secured Credit Facility (described in Section II.D below):
•  Minimum Liquidity Covenant Breach (September 15, 2022): TSL's unrestricted cash balance fell to $27.3 million against a minimum liquidity requirement of $40 million, resulting in a shortfall of $12.7 million. This breach constituted an event of default under Section 7.01(d) of the Senior Secured Credit Agreement.
•  Net Leverage Ratio Breach (September 30, 2022): As of the fiscal quarter ending September 30, 2022, TSL's Net Leverage Ratio stood at 7.82x, calculated as Net Debt of $770.9 million divided by last-twelve-months ("LTM") Adjusted EBITDA of $98.6 million. The maximum permitted Net Leverage Ratio under the credit agreement is 5.50x.
•  Interest Coverage Ratio Breach (September 30, 2022): As of the same date, TSL's Interest Coverage Ratio stood at 1.74x, calculated as LTM Adjusted EBITDA of $98.6 million divided by LTM Interest Expense of $56.7 million. The minimum required Interest Coverage Ratio under the credit agreement is 2.50x.
These covenant defaults, together with the liquidity shortfall, triggered a series of discussions with the Senior Secured Lender syndicate. On October 10, 2022, TSL and the syndicate executed a Forbearance Agreement providing for a ninety (90)-day standstill through January 8, 2023. Under the Forbearance Agreement, the lenders agreed to refrain from exercising remedies during the standstill period, subject to TSL's compliance with specified milestones and information-sharing obligations. The standstill period is intended to provide TSL with a window to pursue an out-of-court restructuring, while simultaneously permitting the development of contingency plans for in-court proceedings if the out-of-court track is unsuccessful.
D. Capital Structure Summary
TSL's capital structure consists of the following funded debt obligations and related instruments:
Senior Secured Credit Facility. TSL is the borrower under a Senior Secured Credit Agreement dated June 15, 2019, with Nordbank International AG (Zürich, Switzerland) serving as Administrative Agent and Collateral Agent. The facility has a total commitment of $685 million and, as of September 30, 2022, has $540 million outstanding, allocated as follows:
•  Term Loan A ("TLA"): $270 million outstanding
•  Revolving Credit Facility ("Revolver"): $185 million outstanding (drawn)
•  Term Loan B ("TLB"): $85 million outstanding (the "U.S. Tranche," for which TAI is a co-borrower)
The facility bears interest at SOFR plus 375 basis points and matures on June 15, 2024. The nine-member lender syndicate and their respective commitments are as follows:
The facility is secured by first-priority ship mortgages on all fifty (50) vessels in the TSL fleet, a first-priority lien on the Houston terminal lease (held through TAI), first-priority security interests in all accounts receivable, and pledges of the equity interests in TAI and in the fourteen (14) vessel-owning special purpose vehicles ("SPVs") that hold title to individual vessels or vessel groups within the fleet.
Mezzanine Notes. TSL has $112.3 million outstanding under a mezzanine note purchase agreement, consisting of the original $100 million principal amount plus $12.3 million in payment-in-kind ("PIK") interest that has been capitalized to date. The mezzanine notes are held by Dralvecen Mezzanine Capital LLC ("BMC"), a New York-based mezzanine fund. The notes bear interest at 11.5% on a PIK toggle basis and are secured by a second-priority lien on the same collateral package as the Senior Secured Credit Facility, subject to an Intercreditor Agreement dated June 15, 2019, between Nordbank International AG (as first-lien agent) and BMC (as second-lien holder). The mezzanine notes mature on December 15, 2024.
Unsecured Notes. TSL has $50 million in unsecured notes outstanding, bearing a cash-pay coupon of 8.25% per annum, payable semi-annually. The indenture trustee is Garrison Trust Company, located at 100 Wall Street, 16th Floor, New York, New York 10005. The unsecured notes mature on March 1, 2025.
Intercompany Note. As noted above, TAI owes TSL $76.4 million under a subordinated intercompany promissory note. This obligation is contractually subordinated to the Senior Secured Credit Facility and the mezzanine notes under the terms of the applicable intercreditor arrangements.
Total Debt and Other Liabilities. Including trade payables of approximately $38.7 million and other payables, TSL's total consolidated indebtedness is approximately $847.3 million.
Fleet Valuation. An independent fleet appraisal conducted by Drakos Maritime Valuations Ltd., dated November 1, 2022, valued the fifty-vessel fleet at $623 million on a charter-free, en bloc basis. This represents a decline of $268 million, or approximately 30.1%, from the January 2022 appraisal of $891 million. The decline in fleet values is consistent with the broader deterioration in the dry-bulk and container shipping markets during 2022.
E. Engagement and Advisory Framework
Calderwood & Harkness LLP was engaged on October 25, 2022, as U.S. counsel to TSL and TAI jointly, to advise on restructuring alternatives and to prepare Chapter 11 contingency plans for TAI. The engagement is governed by a joint engagement letter executed by both TSL and TAI, with appropriate conflict waivers.
The broader advisory team includes the following:
•  Vassiliou & Demetriou Law Offices (Alexandros Vassiliou, Lead Partner; 15 Vasilissis Sofias Avenue, Athens 10674, Greece): Greek counsel to TSL on insolvency, corporate, and regulatory matters. Mr. Vassiliou has provided input on the Greek insolvency law questions addressed in this memorandum and will coordinate with Calderwood & Harkness on any cross-border filings.
•  Kensington Veltrian Partners LLC (James Calloway, Managing Director): Retained as financial advisor to TSL, responsible for developing restructuring proposals, liquidity analyses, business plan projections, and negotiations with creditor constituencies.
•  Whitfield, Crane & Burgess LLP (Graham Whitfield III, Lead Partner): Serves as counsel to the Ad Hoc Group of Senior Secured Lenders, which comprises Nordbank International AG, Harborstone Bank plc, Triton Credit Partners LP, and Continental Maritime Lending GmbH. The Ad Hoc Group collectively holds approximately $372 million, or 54.3%, of the outstanding commitments under the Senior Secured Credit Facility.
•  Draycott Advisory Group LLC (Vanessa Chow, Managing Director): Financial advisor to the Ad Hoc Group.
This memorandum was prepared in coordination with input provided by Alexandros Vassiliou of Vassiliou & Demetriou on Greek insolvency law questions, as specifically noted in the relevant sections below. Formal Greek law memoranda from Vassiliou & Demetriou are forthcoming and will be referenced in the Chapter 15 contingency materials.
III. Chapter 15 — Legal Framework
A. Statutory Overview of Chapter 15
Chapter 15 of the Bankruptcy Code (11 U.S.C. §§ 1501–1532) was enacted as part of the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 ("BAPCPA") and represents the United States' implementation of the UNCITRAL Model Law on Cross-Border Insolvency, adopted by the United Nations Commission on International Trade Law in 1997. Chapter 15 replaced the former Section 304 of the Bankruptcy Code, which had previously governed the recognition of foreign insolvency proceedings in U.S. courts.
The fundamental purpose of Chapter 15 is to provide effective mechanisms for cooperation between U.S. courts and the courts or competent authorities of foreign countries involved in cross-border insolvency cases. Section 1501(a) of the Bankruptcy Code sets forth the following key objectives:
(1) cooperation between the courts of the United States, the United States trustees, trustees, examiners, debtors, and debtors in possession, and the courts and other competent authorities of foreign countries involved in cross-border insolvency cases;
(2) greater legal certainty for trade and investment;
(3) fair and efficient administration of cross-border insolvencies that protects the interests of all creditors and other interested entities, including the debtor;
(4) protection and maximization of the value of the debtor's assets; and
(5) facilitation of the rescue of financially troubled businesses, thereby protecting investment and preserving employment.
Critically, Chapter 15 is the exclusive mechanism in U.S. law for the recognition of a foreign insolvency proceeding. Section 1504 provides that a case under Chapter 15 is commenced by the filing of a petition for recognition of a foreign proceeding under Section 1515. No other provision of the Bankruptcy Code, and no other federal or state law, provides an alternative pathway for such recognition. This exclusivity principle ensures that the structured framework of Chapter 15 — with its defined standards for recognition, its allocation of relief, and its mechanisms for cooperation — governs all requests by foreign representatives seeking the aid of U.S. courts in connection with foreign insolvency proceedings.
B. Key Definitions
Several defined terms in the Bankruptcy Code are central to the Chapter 15 analysis:
Foreign Proceeding. Section 101(23) of the Bankruptcy Code defines a "foreign proceeding" as a collective judicial or administrative proceeding in a foreign country, including an interim proceeding, under a law relating to insolvency or adjustment of debt in which proceeding the assets and affairs of the debtor are subject to control or supervision by a foreign court, for the purpose of reorganization or liquidation. Each element of this definition — that the proceeding be collective, judicial or administrative, in a foreign country, under a law relating to insolvency or adjustment of debt, and involving control or supervision by a foreign court — must be satisfied for the proceeding to qualify for Chapter 15 recognition.
Foreign Main Proceeding. Section 1502(4) defines a "foreign main proceeding" as a foreign proceeding pending in the country where the debtor has the center of its main interests. Recognition as a foreign main proceeding triggers the most expansive relief available under Chapter 15, including the automatic application of the stay provisions described in Section VI.A below.
Foreign Nonmain Proceeding. Section 1502(5) defines a "foreign nonmain proceeding" as a foreign proceeding, other than a foreign main proceeding, pending in a country where the debtor has an "establishment." The term "establishment" is defined in Section 1502(2) as any place of operations where the debtor carries out a nontransitory economic activity. Recognition as a foreign nonmain proceeding entitles the foreign representative to seek discretionary relief under Section 1521, but does not trigger the automatic stay provisions that accompany recognition of a foreign main proceeding.
Foreign Representative. Section 101(24) defines a "foreign representative" as a person or body, including a person or body appointed on an interim basis, authorized in a foreign proceeding to administer the reorganization or the liquidation of the debtor's assets or affairs or to act as a representative of such foreign proceeding. The foreign representative is the party who files the Chapter 15 petition in the United States and serves as the conduit between the foreign proceeding and the U.S. court.
C. Filing Requirements under § 1515
A Chapter 15 case is commenced by the filing of a petition by a "foreign representative" seeking recognition of a "foreign proceeding." The petition must be filed in a United States Bankruptcy Court. Section 1501(b) provides that the petition may be filed in the district where the debtor has a domicile, a residence, a place of business, or property in the United States, or, if the debtor does not have a domicile, residence, place of business, or property in the United States, in the district in which there is pending against the debtor an action or proceeding in a Federal or State court, or in such other district as the court deems appropriate.
The petition must be accompanied by the following documents, as specified in Section 1515(b) and (c):
(i) a certified copy of the decision commencing the foreign proceeding and appointing the foreign representative;
(ii) a certificate from the foreign court affirming the existence of the foreign proceeding and of the appointment of the foreign representative;
(iii) in the absence of the evidence referred to in clauses (i) and (ii), any other evidence acceptable to the court of the existence of the foreign proceeding and of the appointment of the foreign representative; and
(iv) a statement identifying all foreign proceedings with respect to the debtor that are known to the foreign representative.
In addition, the foreign representative typically files a verified petition and a supporting declaration setting forth the factual basis for recognition, including evidence regarding the debtor's COMI, the nature of the foreign proceeding, and the relief sought.
Venue Consideration. If TAI has a Chapter 11 case pending in the United States Bankruptcy Court for the Southern District of Texas (Houston Division) at the time the Chapter 15 petition is filed, the Chapter 15 petition for TSL should also be filed in the Southern District of Texas. This approach serves two purposes: first, it provides a proper basis for venue under Section 1501(b) (given that TSL has property — specifically, its equity interests in TAI — within the jurisdiction); and second, it permits the two cases to be assigned to the same judge and, if appropriate, jointly administered, thereby facilitating coordination between the proceedings. This venue strategy is discussed further in Section VII.B below.
D. Recognition Standards under § 1517
Section 1517 establishes the standards for recognition of a foreign proceeding. A court "shall" enter an order recognizing the foreign proceeding if:
(i) the foreign proceeding for which recognition is sought is a "foreign proceeding" within the meaning of Section 101(23);
(ii) the foreign representative applying for recognition is a person or body described in Section 101(24);
(iii) the petition meets the requirements of Section 1515; and
(iv) the petition has been filed in a court referred to in Section 1501(b).
The use of the word "shall" indicates that recognition is mandatory once the statutory prerequisites are met. The court does not have discretion to deny recognition on policy or equitable grounds, except through the narrow public policy exception of Section 1506, discussed in Section VIII.C below.
Upon recognition, the court must determine whether the foreign proceeding is a "foreign main proceeding" or a "foreign nonmain proceeding." The foreign proceeding is recognized as a "foreign main proceeding" if it is pending in the country where the debtor has its center of main interests. Otherwise, it is recognized as a "foreign nonmain proceeding" if the debtor has an "establishment" in the country where the proceeding is pending.
Section 1516(c) provides a rebuttable presumption with respect to the COMI determination: in the absence of evidence to the contrary, the debtor's registered office, or habitual residence in the case of an individual, is presumed to be the center of the debtor's main interests. This presumption places an initial burden on parties opposing recognition as a foreign main proceeding to present evidence that the debtor's COMI is in fact located in a country other than the country of its registered office.
IV. COMI Analysis — Thalassa Shipping & Logistics SA
A. Legal Standard for Determining COMI
The term "center of main interests" is not defined in the Bankruptcy Code. It is derived from Article 16(3) of the UNCITRAL Model Law on Cross-Border Insolvency and is also a central concept in the European Union Insolvency Regulation (Regulation (EU) 2015/848, the "EU Recast Regulation"). Because the Bankruptcy Code does not provide a definition, U.S. courts have developed a body of case law interpreting the COMI concept through a factual analysis that focuses on objective factors ascertainable by third parties, and particularly by creditors.
The leading U.S. decisions on COMI include the following:
•  In re Sphinx, Ltd., 351 B.R. 103 (Bankr. S.D.N.Y. 2006): In Sphinx, the court examined the COMI of a Cayman Islands hedge fund and articulated the principle that the COMI analysis should focus on "objective factors that are ascertainable by third parties," rather than on the subjective intent of the debtor's principals. The court considered the location of the debtor's management, principal assets, principal creditors, and the jurisdiction whose law would apply to most disputes.
•  In re Bear Stearns High-Grade Structured Credit Strategies Master Fund, Ltd., 374 B.R. 122 (Bankr. S.D.N.Y. 2007), aff'd, 389 B.R. 325 (S.D.N.Y. 2008): In Bear Stearns, the court denied recognition of Cayman Islands winding-up proceedings as foreign main proceedings, finding that the debtor fund's COMI was in New York — where the fund's investment manager was located and all key decisions were made — rather than in the Cayman Islands, where the fund was registered but had no operational presence. The decision underscored the importance of looking beyond the registered office to the actual location of management and operations.
•  In re Fairfield Sentry Ltd., 714 F.3d 127 (2d Cir. 2013): The Second Circuit addressed the timing of the COMI analysis and held that the COMI should be determined as of the date the Chapter 15 petition is filed, while also recognizing that courts should be skeptical of COMI migrations undertaken in anticipation of insolvency proceedings. The court emphasized that the relevant inquiry is "where the debtor conducts the administration of its interests on a regular basis and [that] is therefore ascertainable by third parties." The Second Circuit also cautioned against manipulation of the COMI for strategic purposes.
•  In re Ocean Rig UDW Inc., 570 B.R. 687 (Bankr. S.D.N.Y. 2017): In Ocean Rig, the court recognized Cayman Islands provisional liquidation proceedings as foreign main proceedings for a group of offshore drilling companies. The court applied a multi-factor analysis and found that the debtors' COMI was in the Cayman Islands based on the totality of the circumstances, including the location of management, the governing law of key contracts, and the expectations of creditors.
Drawing from this case law and the legislative history of Chapter 15, the following factors are most commonly considered by U.S. courts in determining a debtor's COMI:
(a) the location of the debtor's headquarters and senior management;
(b) the location of the debtor's primary assets;
(c) the location of the majority of the debtor's creditors, or of the creditors most likely to be affected by the proceeding;
(d) the jurisdiction whose law would apply to most of the debtor's disputes;
(e) the location where the debtor's main business operations are conducted;
(f) the location of the debtor's books and records; and
(g) the location from which the debtor's finances are managed.
No single factor is dispositive; the analysis is holistic and fact-intensive. However, the registered office presumption of § 1516(c) establishes a starting point, and a party challenging that presumption bears the burden of producing evidence sufficient to overcome it.
Timing of the COMI Determination. There is a split in the case law regarding whether the COMI should be determined as of the date of the Chapter 15 petition or as of the date the foreign proceeding was commenced. The majority view, as reflected in the Second Circuit's decision in Fairfield Sentry and the weight of lower court authority, favors the date the Chapter 15 petition is filed, while remaining attentive to pre-petition COMI migrations that may have been undertaken for strategic purposes. Some courts have focused on the date the foreign proceeding commenced. For purposes of this memorandum, we analyze TSL's COMI as of the present date (November 2022), which is expected to be consistent with TSL's COMI at the time of any future Greek proceeding or Chapter 15 filing.
B. Application of COMI Factors to TSL
We now apply each of the recognized COMI factors to the facts of TSL's case.
1. Registered Office. TSL is registered with the Athens General Commercial Registry (Γ.Ε.ΜΗ.) as a Greek société anonyme. Its registered office is at 42 Akti Miaouli, Piraeus 18538, Greece. Under § 1516(c), this creates a rebuttable presumption that Greece is TSL's COMI. The question is whether any evidence exists to rebut this presumption. As discussed below, no such evidence exists; rather, the additional factors strongly reinforce the presumption.
2. Location of Headquarters and Senior Management. TSL's corporate headquarters are at 42 Akti Miaouli, Piraeus. All of TSL's C-suite officers — including the Chairman of the Board (Dimitrios Kostandinos), Vice Chairwoman (Elena Kostandinos-Pavlou), Chief Executive Officer (Georgios Andreadis), Chief Financial Officer (Irini Dalakoura), and General Counsel (Stavros Papageorgiou) — are based in Piraeus or the broader Athens metropolitan area. The Board of Directors meets in Greece. All material corporate governance functions, including strategic planning, fleet deployment decisions, commercial management, and financial oversight, are conducted from the Piraeus headquarters. This factor strongly supports a Greek COMI.
3. Location of Primary Assets. TSL's primary assets are its fleet of fifty vessels, collectively appraised at $623 million as of November 1, 2022 (by Drakos Maritime Valuations Ltd.). Vessels are inherently mobile assets that traverse international waters and call at ports worldwide; they do not have a permanent situs in any single jurisdiction. However, several considerations point to Greece: (a) the vessel registration and flag-state documentation for the fleet are administered from the Piraeus headquarters; (b) the fleet management, crewing, and technical management functions are all based in Piraeus; (c) the Piraeus and Thessaloniki terminal facilities are Greek assets held directly by TSL or Greek-incorporated SPVs. The Houston terminal — the principal U.S.-situs asset — is held through TAI (a separate legal entity), not directly by TSL. On balance, this factor supports Greece, though the mobile nature of the vessels introduces some ambiguity.
4. Location of Creditors. TSL's creditors are spread across multiple jurisdictions. The Senior Secured Credit Facility agent (Nordbank International AG) is based in Zürich, Switzerland. The nine-member lender syndicate includes institutions based in Switzerland, Greece, the United Kingdom, Singapore, Germany, the United States, Canada, the United Arab Emirates, and Cyprus. The mezzanine lender (Dralvecen Mezzanine Capital LLC) is based in New York. The indenture trustee for the unsecured notes (Garrison Trust Company) is in New York. TSL's largest trade creditor, Olympian Fuel & Supply SA, is based in Piraeus and is owed approximately $9.2 million for bunker fuel.
No single jurisdiction dominates the creditor landscape, which is typical for an international shipping company with a globally syndicated capital structure. However, Greece has a meaningful concentration: the second-largest syndicate lender (Aegean Capital Bank SA, $110 million) is Greek; the largest trade creditor is Greek; and a number of smaller trade creditors (port services, vessel supplies, crewing agencies) are Greek or Piraeus-based. The U.S. nexus is significant — particularly the mezzanine lender, the unsecured note trustee, and certain syndicate members (Triton Credit Partners LP, $68 million) — but the creditor distribution does not, standing alone, overcome the other factors pointing to Greece.
5. Location of Business Operations. TSL's core business operations — vessel chartering (time charters and voyage charters), fleet management, commercial management, and logistics coordination — are directed from the Piraeus headquarters. The Piraeus office serves as the nerve center of TSL's commercial activities, with chartering teams, operations managers, and logistics coordinators working from that location. U.S.-side operations, which account for a subset of total revenue, are conducted through TAI as a separate legal entity with its own officers and its own physical presence in Houston. The separation of U.S. operations into a distinct subsidiary entity (TAI) is significant: it means that the U.S. operations are attributable to TAI, not to TSL, for COMI purposes. This factor strongly supports a Greek COMI.
6. Location of Books and Records. TSL's financial records, corporate books, and accounting records are maintained at the Piraeus headquarters. TSL's annual financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") and are audited by Grainger, Holt & Associates LLP, a London-based accounting firm with an Athens affiliate. The engagement partner, Malcolm Holt, conducts the audit through the Athens affiliate office. Greek-language corporate records — including minutes of board meetings, shareholder resolutions, and regulatory filings — are maintained with the Athens General Commercial Registry. This factor supports a Greek COMI.
7. Governing Law of Principal Debt Instruments. The Senior Secured Credit Agreement dated June 15, 2019 is governed by the laws of the State of New York, which is the market-standard governing law for syndicated shipping finance facilities. The mezzanine note purchase agreement and the unsecured note indenture are also governed by New York law. TSL's organizational documents — its articles of incorporation and bylaws — are governed by Greek law. While the New York governing law of the principal debt instruments creates a U.S. nexus, this factor is of limited weight in the COMI analysis because the choice of New York law in international syndicated lending transactions is a market convention that reflects the preferences of lenders and their counsel, rather than any substantive connection between the debtor's operations and the State of New York. Courts have generally recognized that the governing law of financial instruments, standing alone, does not displace the COMI presumption. See In re Ocean Rig UDW Inc., 570 B.R. at 701 (noting that the choice of English law for certain contracts did not shift the COMI).
8. Financial Management. TSL's group-level financial management is centralized at the Piraeus headquarters under the direction of CFO Irini Dalakoura. Treasury operations — including cash management, foreign exchange hedging, and debt service coordination — are based in Greece. TAI's VP Finance (Diana Restrepo) reports to Ms. Dalakoura in Piraeus on all material financial matters. The centralization of financial management in Greece further supports a Greek COMI.
C. Assessment and Conclusion on COMI
Based on the foregoing analysis, the conclusion that TSL's COMI is in Piraeus, Greece, is strong and well-supported. The § 1516(c) presumption — that TSL's registered office in Greece is its COMI — is not only unrebutted, but is powerfully reinforced by the entire constellation of objective, third-party-ascertainable factors. TSL's headquarters, senior management, corporate governance, core business operations, books and records, and financial management are all located in Piraeus. The company was founded in Greece nearly thirty-five years ago, has been continuously operated from Greece, and is led by Greek-based principals and officers.
The U.S. nexus — which consists primarily of certain New York-based creditors (BMC, Triton Credit Partners, Garrison Trust Company), the Houston terminal operations (conducted through TAI), and the New York governing law of the principal debt instruments — is a real but insufficient counterweight to the Greek COMI indicators. Critically, the U.S. operations are conducted through a separate legal entity, TAI, which is itself a distinct debtor with its own COMI in the United States. The existence of TAI as a separate corporate entity means that the U.S. operations and U.S. assets attributable to TAI should not be conflated with TSL's COMI for Chapter 15 purposes.
Risk Factor — COMI Migration. We note that if TSL were to relocate management functions or shift corporate decision-making to the United States prior to the filing of a Greek insolvency proceeding, this could complicate the COMI analysis. Some debtors in cross-border cases have attempted so-called "COMI migrations" — relocating their center of gravity to a preferred jurisdiction in anticipation of insolvency — and courts have generally viewed such actions with skepticism. The Second Circuit in Fairfield Sentry expressly cautioned against strategic COMI manipulation. We strongly advise against any actions that could be construed as a COMI migration, as such actions would undermine the integrity of the Chapter 15 petition and could result in the denial of recognition as a foreign main proceeding or, worse, a finding that the Chapter 15 petition was filed in bad faith.
Likelihood of Successful Recognition. Assuming that a Greek rehabilitation proceeding is properly commenced under Law 4738/2020 and that the required certifications are obtained from the Greek court, we assess the likelihood of successful recognition of the Greek proceeding as a "foreign main proceeding" under Chapter 15 to be very high. While a party-in-interest could theoretically challenge the COMI determination or invoke the public policy exception of § 1506, such challenges would face significant obstacles given the strength of the record supporting a Greek COMI.
V. Greek Insolvency Proceedings — Law 4738/2020
A. Overview of Greek Law 4738/2020
Law 4738/2020 (the Greek Debt Settlement & Insolvency Code, or "Πτωχευτικός Κώδικας"), enacted in October 2020 and effective as of March 1, 2021, is the primary insolvency framework in the Hellenic Republic. The law consolidated and modernized Greece's previously fragmented insolvency legislation and introduced a comprehensive set of procedures for the restructuring and liquidation of financially distressed debtors. Law 4738/2020 applies to both natural and legal persons that have a center of main interests in Greece.
The principal procedures available under Law 4738/2020 include the following:
(i) Out-of-court debt settlement mechanism (extrajudicial workout): A pre-insolvency mechanism that permits the debtor to negotiate a consensual restructuring with its creditors through an electronic platform administered by the Greek Special Secretariat of Private Debt Management. This mechanism is designed to facilitate voluntary debt restructuring without the need for formal court proceedings.
(ii) Rehabilitation proceedings (Διαδικασία Εξυγίανσης): A court-supervised reorganization process that permits the debtor to propose a rehabilitation plan to its creditors, subject to approval by the requisite creditor majorities and confirmation by the competent Greek court. The rehabilitation proceeding is the Greek procedure most analogous to a Chapter 11 reorganization under the U.S. Bankruptcy Code.
(iii) Bankruptcy (Πτώχευση): A liquidation proceeding in which the debtor's assets are realized and distributed to creditors in accordance with their respective priorities under Greek law.
For purposes of this memorandum, the rehabilitation proceeding is the most relevant procedure, as it is the track that would be used if TSL's management seeks to restructure the company's obligations while preserving the going-concern value of its fleet and operations.
A rehabilitation proceeding under Law 4738/2020 is initiated by the debtor filing a petition with the Multi-Member First Instance Court (Πολυμελές Πρωτοδικείο) of the debtor's registered seat. For TSL, this would be the Multi-Member First Instance Court of Piraeus. The petition must be accompanied by a proposed rehabilitation plan, financial statements, a list of creditors, and other supporting documentation. The court evaluates the petition, and if the procedural requirements are met, opens the rehabilitation proceeding and imposes a protective moratorium on enforcement actions against the debtor. The rehabilitation plan must subsequently be approved by the requisite majorities of creditors and confirmed by the court.
Critically, Greek rehabilitation proceedings are both "collective" (involving all or substantially all of the debtor's creditors) and "judicial" (supervised and confirmed by a Greek court). These characteristics are significant for the Chapter 15 analysis discussed in Section V.B below.
B. Qualifications of a Greek Proceeding under Law 4738/2020 as a "Foreign Proceeding" for Chapter 15 Purposes
For a Greek rehabilitation proceeding to be recognized under Chapter 15, it must satisfy the definition of a "foreign proceeding" under Section 101(23) of the Bankruptcy Code. We analyze each element of the definition in turn:
(i) Collective: A Greek rehabilitation proceeding under Law 4738/2020 is collective in nature — it involves all or substantially all of the debtor's creditors and is designed to address the debtor's overall financial distress, not merely a dispute with a single creditor. The rehabilitation plan must be approved by the requisite majorities of affected creditor classes. This element is satisfied.
(ii) Judicial or administrative: A Greek rehabilitation proceeding is a judicial proceeding. It is commenced by a petition filed with the competent Greek court (the Multi-Member First Instance Court), and the court exercises supervision over the proceeding, including the confirmation of the rehabilitation plan. This element is satisfied.
(iii) In a foreign country: Greece is a foreign country within the meaning of the Bankruptcy Code. This element is unquestionably satisfied.
(iv) Under a law relating to insolvency or adjustment of debt: Law 4738/2020 is expressly a law relating to insolvency and the adjustment of debt. Its stated purpose is to provide mechanisms for the settlement of debts and the management of insolvency. This element is satisfied.
(v) Assets and affairs of the debtor subject to control or supervision by a foreign court: In a Greek rehabilitation proceeding, the assets and affairs of the debtor are subject to the supervision of the Greek court. The court oversees the rehabilitation process, including the approval and confirmation of the rehabilitation plan, and may appoint a supervising administrator. This element is satisfied.
Conclusion. A Greek rehabilitation proceeding commenced under Law 4738/2020 should qualify as a "foreign proceeding" within the meaning of Section 101(23) of the Bankruptcy Code and is therefore eligible for Chapter 15 recognition. Given that TSL's COMI is in Greece (as analyzed in Section IV above), such a proceeding should be recognized as a "foreign main proceeding" under Section 1502(4).
Important Note Regarding the Extrajudicial Mechanism. The out-of-court debt settlement mechanism under Law 4738/2020 is an extrajudicial process that does not involve direct judicial supervision in the same manner as the rehabilitation proceeding. There is a material risk that the extrajudicial mechanism would not satisfy the requirement that the debtor's "assets and affairs" be "subject to control or supervision by a foreign court." This is an open question under U.S. case law, and we are aware of no published decision directly addressing the eligibility of a Greek extrajudicial workout under Law 4738/2020 for Chapter 15 recognition. Accordingly, if Chapter 15 recognition is a desired component of TSL's restructuring strategy, we strongly recommend utilizing the rehabilitation proceeding track rather than the extrajudicial debt settlement mechanism. This recommendation has been communicated to Alexandros Vassiliou at Vassiliou & Demetriou.
C. Foreign Representative Designation
Under Greek law, the debtor's existing management typically remains in possession of the debtor's assets and affairs during a rehabilitation proceeding — a concept analogous to the debtor-in-possession model familiar in U.S. Chapter 11 practice. In certain circumstances, the court may appoint an administrator or supervisor to oversee the debtor's operations, but the default position is for management to retain control, subject to court oversight.
For purposes of the Chapter 15 petition, a "foreign representative" must be identified — that is, a person or body authorized in the Greek proceeding to administer the reorganization or to act as a representative of the foreign proceeding. Several options are available:
(a) CEO as Foreign Representative: We recommend designating Georgios Andreadis, TSL's Chief Executive Officer, as the foreign representative for the Chapter 15 petition. Mr. Andreadis is the most senior operational officer of TSL, is based in Piraeus, and would have the authority — by virtue of his position and appropriate board authorization — to represent TSL in the U.S. proceedings.
(b) Court-Appointed Administrator: If the Greek court appoints a specific administrator or supervisor in connection with the rehabilitation proceeding, that individual could serve as the foreign representative. However, based on input from Greek counsel, it is more likely that TSL's management will remain in possession, making the CEO the natural candidate.
(c) Board Resolution: In either case, we recommend that TSL's Board of Directors adopt a resolution expressly authorizing the designated individual to serve as the foreign representative and to file the Chapter 15 petition in the United States. This resolution should be adopted in advance of any filing to avoid delays.
Greek counsel (Alexandros Vassiliou, Vassiliou & Demetriou Law Offices) will coordinate with the Greek court to obtain the certifications required under Section 1515 — specifically, a certified copy of the court's decision commencing the rehabilitation proceeding and a certificate from the court affirming the existence of the proceeding and the appointment (or authorization) of the foreign representative.
VI. Effects of Chapter 15 Recognition
A. Recognition as a Foreign Main Proceeding
If a Greek rehabilitation proceeding for TSL is recognized as a "foreign main proceeding" under Section 1517, a series of automatic protections take effect under Section 1520(a) of the Bankruptcy Code. These protections are equivalent in scope and effect to the automatic stay that applies under Section 362 to domestic bankruptcy cases, and they apply to TSL's assets within the territorial jurisdiction of the United States.
The automatic provisions triggered by recognition as a foreign main proceeding include:
Section 1520(a)(1) — Stay of Actions. Sections 361 and 362 of the Bankruptcy Code apply automatically with respect to the debtor and the property of the debtor that is within the territorial jurisdiction of the United States. This stay prohibits creditors from commencing or continuing lawsuits, enforcement actions, or collection efforts against TSL or its U.S.-situs property, absent relief from stay granted by the court.
Section 1520(a)(2) — Stay on Transfers and Encumbrances. Section 549 of the Bankruptcy Code applies to limit unauthorized post-petition transfers of the debtor's property within the United States. Additionally, Section 1520(a)(2) provides that the rights to transfer, encumber, or otherwise dispose of any assets of the debtor that are within the territorial jurisdiction of the United States are stayed, subject to court approval.
Section 1520(a)(3) — Examination Rights. The right to examine witnesses, take depositions, and obtain discovery with respect to the debtor's affairs is made available to the foreign representative under the same terms applicable to a domestic trustee.
For TSL, the automatic stay would protect its U.S.-situs assets from individual creditor enforcement. TSL's principal U.S. assets include: (a) its 100% equity interest in TAI; (b) the $76.4 million intercompany receivable from TAI; (c) any bank accounts or cash balances maintained in the United States; (d) contract rights under any agreements with U.S. counterparties; and (e) any other tangible or intangible property located within the United States. The stay would prevent the mezzanine lender (BMC), the unsecured note trustee (Garrison Trust Company), or any other creditor from seizing, attaching, or foreclosing upon these assets outside of the coordinated framework of the Chapter 15 proceeding and the Greek rehabilitation proceeding.
In addition, under Section 1520(c), TSL may operate in the ordinary course of business in the United States following recognition, unless the court orders otherwise. However, non-ordinary-course transactions involving U.S.-situs assets would require court approval.
B. Discretionary Relief
In addition to the automatic provisions described above, the U.S. Bankruptcy Court may grant additional discretionary relief under Section 1521 upon the application of the foreign representative. The scope of available discretionary relief is broad and includes, without limitation:
(a) staying the commencement or continuation of an individual action or proceeding concerning the debtor's assets, rights, obligations, or liabilities to the extent they have not been stayed under Section 1520(a);
(b) staying execution against the debtor's assets to the extent it has not been stayed under Section 1520(a);
(c) suspending the right to transfer, encumber, or otherwise dispose of any assets of the debtor to the extent this right has not been suspended under Section 1520(a);
(d) providing for the examination of witnesses, the taking of evidence, or the delivery of information concerning the debtor's assets, affairs, rights, obligations, or liabilities;
(e) entrusting the administration or realization of all or part of the debtor's assets within the territorial jurisdiction of the United States to the foreign representative or another person, including an examiner, authorized by the court; and
(f) granting any additional relief that may be available to a trustee under the Bankruptcy Code, except for certain relief expressly excluded by statute.
Under Section 1522, the court may grant discretionary relief under Section 1521 only if the court is satisfied that the interests of the creditors and other interested entities, including the debtor, are sufficiently protected. The relief must be "necessary to effectuate the purpose of this chapter and to protect the interests of the creditors and other interested entities, including the debtor." This requirement imposes a meaningful limitation on discretionary relief, ensuring that the Chapter 15 court acts as a complement to, rather than a substitute for, the foreign main proceeding.
C. Effect on the $76.4 Million Intercompany Note
The treatment of the $76.4 million intercompany note — under which TAI is the obligor and TSL is the payee — is a critical issue in the parallel proceeding framework.
If Chapter 15 recognition is granted for TSL's Greek proceeding, the automatic stay under Section 1520(a) would protect TSL's claim against TAI from individual creditor enforcement. That is, no creditor of TSL could seek to attach or execute upon TSL's right to receive payment from TAI outside of the coordinated framework of the Greek proceeding.
Simultaneously, if TAI files a Chapter 11 petition, the intercompany obligation would be a claim against the TAI estate. TSL (through its foreign representative in the Chapter 15 proceeding) would have standing to file a proof of claim in the TAI Chapter 11 case asserting the $76.4 million receivable. The foreign representative would participate in the TAI Chapter 11 case as a creditor, with the ability to vote on a Chapter 11 plan (to the extent the claim is allowed) and to object to plan provisions that adversely affect TSL's interests.
However, as discussed in Section VIII.A below, the intercompany claim faces potential challenges, including equitable subordination under Section 510(c) of the Bankruptcy Code and potential recharacterization as equity. These risks arise from the parent-subsidiary relationship between TSL and TAI and the concentrated Kostandinos family control over both entities. The treatment of the intercompany claim will be a significant negotiating point in the restructuring process.
VII. Coordination of Chapter 15 (TSL) with Chapter 11 (TAI)
A. Structural Overview of Parallel Proceedings
The contemplated scenario involves two concurrent formal insolvency proceedings:
(1) Greek Rehabilitation Proceeding (TSL): TSL commences a rehabilitation proceeding under Law 4738/2020 before the Multi-Member First Instance Court of Piraeus, Greece. TSL's management remains in possession of the company's assets and affairs under the supervision of the Greek court.
(2) Chapter 11 Case (TAI): TAI files a voluntary petition under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (Houston Division). TAI operates as a debtor-in-possession under Sections 1107 and 1108.
(3) Chapter 15 Case (TSL): TSL's designated foreign representative files a Chapter 15 petition in the same U.S. court (S.D. Tex.) seeking recognition of the Greek rehabilitation proceeding as a foreign main proceeding. The Chapter 15 case serves as the vehicle for protecting TSL's U.S. interests, asserting TSL's claim in the TAI Chapter 11, and facilitating coordination between the Greek and U.S. proceedings.
Joint administration of the TAI Chapter 11 case and the TSL Chapter 15 case could be requested under Rule 1015(b) of the Federal Rules of Bankruptcy Procedure, which permits joint administration of cases involving related debtors for administrative convenience. While joint administration does not effect a substantive consolidation of the two estates, it would allow for coordinated hearing schedules, consolidated docket entries, and more efficient case management. We recommend seeking joint administration at the earliest practicable point following the filing of both petitions.
B. Venue Considerations
TAI's proposed Chapter 11 venue is the United States Bankruptcy Court for the Southern District of Texas (Houston Division). This venue is appropriate based on TAI's principal office at 1400 McKinney Street, Suite 2200, Houston, Texas 77010, and is consistent with the venue requirements of 28 U.S.C. § 1408, which permits a bankruptcy case to be filed in the district where the debtor's principal place of business has been located for the greater portion of the 180 days preceding the filing.
For the TSL Chapter 15 petition, venue in the Southern District of Texas is also appropriate. Under Section 1501(b) of the Bankruptcy Code, a Chapter 15 petition may be filed in any district where the debtor has a domicile, a residence, a place of business, or property in the United States, or, if none of those connections exist, in the district where a case is pending. TSL has at least two independent bases for venue in the Southern District of Texas:
(a) Property in the District: TSL owns 100% of the equity in TAI, a Delaware corporation with its principal office in Houston. The equity interest in TAI constitutes "property" of TSL within the Southern District of Texas. In addition, the $76.4 million intercompany receivable from TAI constitutes a chose in action that is arguably located in the district where the obligor maintains its principal office.
(b) Pending Related Case: If TAI's Chapter 11 case is already pending in the Southern District of Texas at the time the Chapter 15 petition is filed, this provides an additional and independent basis for venue. Filing the Chapter 15 in the same district where the related Chapter 11 is pending ensures that the two cases will be assigned to the same judge, maximizing the potential for coordination.
We recommend filing the Chapter 15 petition in the Southern District of Texas (Houston Division) for these reasons. This approach ensures that a single judge oversees both the domestic Chapter 11 for TAI and the ancillary Chapter 15 for TSL, reducing the risk of inconsistent rulings and facilitating the efficient resolution of issues that affect both debtors.
C. Communication and Cooperation Protocols
Sections 1525 and 1526 of the Bankruptcy Code provide the statutory framework for cooperation and direct communication between the U.S. court and foreign courts, and between the foreign representative and U.S. parties-in-interest. Section 1525 authorizes the court to cooperate with foreign courts or foreign representatives in connection with cross-border insolvency cases by any appropriate means. Section 1526 authorizes direct communication between the court and foreign courts or foreign representatives, subject to safeguards and notice requirements.
In practice, courts in complex cross-border insolvency cases have increasingly adopted formal cross-border insolvency protocols — negotiated agreements between the courts and parties in the different jurisdictions that establish procedures for coordination, communication, and the avoidance of inconsistent relief. These protocols are typically modeled on or consistent with the Guidelines Applicable to Court-to-Court Communications in Cross-Border Cases, developed jointly by the American Law Institute ("ALI") and the International Inst

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