PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Nathaniel Bower, Partner, Bankruptcy & Restructuring, Calderwood & Harkness LLP
FROM: Nathan Ikeda, Associate, Bankruptcy & Restructuring, Calderwood & Harkness LLP (with input from Alexandros Vassiliou, Lead Partner, Vassiliou & Demetriou Law Offices, 15 Vasilissis Sofias Avenue, Athens 10674, Greece)
DATE: January 15, 2023
RE: Impact of Greek Law 4738/2020 (Greek Debt Settlement & Insolvency Code) on Cross-Border Coordination with a Potential U.S. Chapter 11 Filing by Thalassa Americas Inc.
MATTER NO.: 1044-00003
CLIENT: Thalassa Shipping & Logistics Société Anonyme ("TSL") and Thalassa Americas Inc. ("TAI")
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I. Executive Summary
This memorandum analyzes the Greek Debt Settlement & Insolvency Code (Law 4738/2020), which was enacted by the Hellenic Parliament and became effective on March 1, 2021. The Code consolidated and replaced Greece's prior fragmented insolvency framework — including the former Bankruptcy Code under Law 3588/2007, the pre-insolvency framework under Law 4307/2014, and the out-of-court workout regime under Law 4469/2017 — into a single, unified legislative instrument. This memorandum addresses the implications of Law 4738/2020 for cross-border coordination in the event that Thalassa Shipping & Logistics Société Anonyme ("TSL") were to commence insolvency proceedings in Greece concurrent with, or in lieu of, a Chapter 11 filing by Thalassa Americas Inc. ("TAI") in the United States Bankruptcy Court for the Southern District of Texas (Houston Division).
The key questions addressed herein are as follows:
1. Whether TSL would be eligible for proceedings under Law 4738/2020, and if so, in which forum and under what conditions;
2. The types of proceedings available under Law 4738/2020 — including out-of-court debt settlement, formal bankruptcy, and rehabilitation plans — and their respective suitability for TSL's circumstances;
3. How a Greek proceeding would interact with a TAI Chapter 11 under Chapter 15 of the U.S. Bankruptcy Code (11 U.S.C. §§ 1501–1532), which implements the UNCITRAL Model Law on Cross-Border Insolvency as adopted in the United States;
4. Recognition issues under Chapter 15, including the determination of TSL's center of main interests ("COMI") and the consequences of recognition as a foreign main proceeding;
5. Practical coordination challenges arising from parallel proceedings in Greece and the United States, including shared collateral, intercompany claims, mobile vessel assets, and the role of multiple creditor constituencies; and
6. Strategic recommendations regarding the advisability of commencing a Greek proceeding for TSL at this juncture.
At present, the dual-track restructuring strategy contemplates a TAI-only Chapter 11 filing as the contingency plan if the out-of-court Restructuring Support Agreement ("RSA") is not successfully consummated. This memorandum provides contingency analysis should a Greek proceeding become advisable in the future — either as a freestanding Greek restructuring for TSL or as a parallel proceeding coordinated with TAI's Chapter 11 case. A formal Greek insolvency filing is not recommended at this time for the reasons set forth in Section VI below.
Input from Alexandros Vassiliou of Vassiliou & Demetriou Law Offices ("V&D"), Greek counsel to TSL since the engagement opened on October 25, 2022, is reflected throughout this memorandum, particularly in Sections II and III regarding Greek substantive and procedural law. Mr. Vassiliou has reviewed and concurs with the Greek law analysis contained herein, though any errors or omissions remain the responsibility of the author.
II. Overview of Greek Law 4738/2020 — Debt Settlement & Insolvency Code
A. Legislative Background and Structure
Law 4738/2020, titled the "Debt Settlement and Insolvency Code" (Kodikas Diethetisis Ofeilon kai Parokhis Defteras Efkairias), was enacted by the Hellenic Parliament and published in Government Gazette A' 207/27.10.2020, with an effective date of March 1, 2021. The Code represented a significant modernization of Greece's insolvency framework, which had previously been scattered across multiple legislative instruments that were frequently amended and sometimes overlapping in scope.
Prior to Law 4738/2020, the principal Greek insolvency legislation included: (i) Law 3588/2007 (the former Greek Bankruptcy Code), as amended by Laws 4013/2011, 4446/2016, and others; (ii) Law 4307/2014, which introduced a pre-insolvency restructuring framework for enterprises; and (iii) Law 4469/2017, which established an out-of-court workout mechanism. Each of these statutes was enacted in response to different phases of the Greek financial crisis and the sovereign debt crisis that engulfed Greece beginning in 2010, and each reflected different policy priorities. The resulting legislative patchwork was widely criticized by practitioners and creditors alike as confusing, inconsistent, and insufficiently aligned with European insolvency norms.
Law 4738/2020 consolidated these prior enactments into a single, comprehensive code that applies to both natural persons and legal entities. TSL, as a Société Anonyme (SA) organized under Greek corporate law (Law 4548/2018) and registered with the Athens General Commercial Registry (Geniko Emporiko Mitroo, or G.E.MI.) under Greek Tax ID (AFM) 998214763, is squarely within the personal scope of the Code. TSL maintains its corporate headquarters at 42 Akti Miaouli, Piraeus 18538, Greece, which is the traditional commercial center of Greece's shipping industry.
The Code is divided into several books, each addressing a distinct phase or mechanism within the insolvency continuum:
• Book I — Early Warning Mechanism: Establishes a system for early identification of debtors at risk of insolvency, with mechanisms for referral to advisory services and preventive action.
• Book II — Debt Settlement (Out-of-Court Workout Mechanism): Provides an electronic platform for negotiation and conclusion of out-of-court debt settlement agreements between debtors and their creditors, overseen by a facilitator and subject to certain judicial ratification procedures.
• Book III — Bankruptcy (Judicial Proceedings): Governs formal judicial bankruptcy proceedings, including the opening of proceedings, the appointment of a bankruptcy administrator (syndikos), the moratorium on individual enforcement actions, the submission and approval of rehabilitation plans, and, failing rehabilitation, the liquidation of the debtor's assets.
• Book IV — Discharge and Fresh Start Provisions: Addresses the discharge of remaining debts for natural persons and the conditions under which individuals may obtain a fresh start following bankruptcy.
For purposes of this memorandum, Books II and III are the most relevant, as they encompass the mechanisms that TSL could potentially invoke — the out-of-court workout and the formal judicial bankruptcy proceeding, respectively.
B. Pre-Insolvency / Out-of-Court Workout Mechanism (Book II)
Law 4738/2020 establishes, under Book II, an electronic platform for out-of-court debt settlement between debtors and their creditors. The platform, which is administered through the Special Secretariat for Private Debt Management (Eidiki Grammateia Diakheirisis Idiotikou Khreou), enables debtors to submit a proposal for the restructuring of their obligations and to negotiate with creditors through a structured, time-limited process. A qualified facilitator is appointed to oversee the negotiations, and the resulting agreement, if concluded, may be ratified by the competent court to obtain binding effect on participating creditors.
The out-of-court mechanism was designed to provide a streamlined, cost-effective alternative to formal judicial bankruptcy, particularly for small and medium-sized enterprises ("SMEs") and individuals whose financial difficulties could be resolved through consensual restructuring without resort to the courts. The mechanism is intended to be faster, less expensive, and less stigmatizing than a formal bankruptcy proceeding.
Potential application to TSL. TSL could theoretically invoke the Book II mechanism to restructure its Greek-governed obligations. However, the practical utility of this mechanism for TSL is severely limited by the composition of TSL's debt portfolio. The overwhelming majority of TSL's funded indebtedness is governed by New York law and English law, not Greek law:
• The $685 million Senior Secured Credit Facility (of which approximately $540 million was outstanding as of September 30, 2022) is governed by New York law, with Nordbank International AG (Zürich) serving as administrative agent and collateral agent.
• The $112.3 million Mezzanine Notes are governed by New York law, with Dralvecen Mezzanine Capital LLC as the holder.
• The $50 million Unsecured Notes are governed by English law.
The Greek out-of-court platform is not equipped to address obligations governed by foreign law or owed to an international syndicate of creditors dispersed across multiple jurisdictions, including Nordbank International AG in Zürich, Harborstone Bank plc in London, Pacifica Trade Finance Corp. in Singapore, Continental Maritime Lending GmbH in Hamburg, and Triton Credit Partners LP in New York, among others. The platform lacks the procedural sophistication, the multilingual capacity, and the substantive flexibility required to manage a restructuring of this scale and complexity.
Vassiliou's assessment. Mr. Vassiliou has advised that the Greek out-of-court mechanism is primarily designed for domestic creditors and SMEs with predominantly Greek-governed obligations. In his view, it is poorly suited for a multinational shipping conglomerate with a predominantly international lender syndicate and obligations governed by foreign law. The mechanism's voting and ratification procedures presuppose a relatively simple creditor body and a debt structure that can be addressed within the framework of Greek domestic law. These conditions are not met in TSL's case.
Relevance to trade creditors. The one area where the Greek out-of-court mechanism might have some limited utility relates to TSL's Greek trade creditors. TSL maintains trade credit relationships with a number of Greek suppliers, the largest of which is Olympian Fuel & Supply SA, to which TSL owes approximately $9.2 million for bunker fuel deliveries. Other Greek trade creditors include various port service providers, ship repair companies, and logistics providers operating in Piraeus and Thessaloniki. However, under the current restructuring framework and the proposed RSA term sheet, trade creditors are being paid in the ordinary course, and there is no present intention to impair trade claims. Accordingly, the Book II mechanism is not needed even for Greek trade creditors at this time.
C. Formal Bankruptcy Proceedings (Book III)
Book III of Law 4738/2020 governs formal judicial bankruptcy proceedings, which constitute the principal insolvency mechanism available to TSL if consensual restructuring proves unachievable. The key features of a Book III proceeding are as follows:
Filing and jurisdiction. A bankruptcy petition is filed with the competent Greek court, which for TSL would be the Athens Multi-Member First Instance Court (Polymeles Protodikeio Athinon), given TSL's registration with the Athens General Commercial Registry and its headquarters in the greater Athens/Piraeus metropolitan area. The petition may be filed by the debtor itself, by one or more creditors, or by the public prosecutor. A debtor-initiated filing requires a resolution of TSL's board of directors and the submission of supporting financial documentation.
Grounds for opening. The primary ground for the opening of bankruptcy proceedings is the cessation of payments (pavsi pliromon), which may be present or imminent. The debtor must demonstrate that it is unable to meet its due and payable obligations in the ordinary course. TSL's current liquidity position — $27.3 million in unrestricted cash as of September 15, 2022, measured against a $40 million minimum liquidity covenant under the Senior Secured Credit Agreement, together with trailing-twelve-month ("LTM") EBITDA of $98.6 million measured against LTM interest expense of $56.7 million — would likely satisfy the cessation-of-payments threshold. TSL is currently in violation of the minimum liquidity covenant, and the only reason enforcement has been deferred is the Forbearance Agreement executed by the Ad Hoc Group of Senior Secured Lenders.
Effects of opening. Upon the court's issuance of a decision opening bankruptcy proceedings, the following effects obtain:
• A moratorium on individual enforcement actions is imposed against TSL's assets located in Greece. This moratorium would cover, inter alia, the Piraeus and Thessaloniki terminal facilities, Greek-flagged vessels that are physically present in Greek territorial waters or Greek ports, and Greek bank accounts (including the accounts maintained at Aegean Capital Bank SA in Athens).
• A bankruptcy administrator (syndikos) is appointed by the court to administer the estate. The syndikos has broad powers to investigate the debtor's financial condition, to challenge pre-bankruptcy transactions, and to manage the debtor's assets.
• The debtor may retain management of the enterprise under certain conditions, functioning in a capacity roughly analogous to a debtor-in-possession under U.S. Chapter 11, though the degree of judicial oversight and the syndikos's supervisory role differ from the U.S. model.
Rehabilitation plan. Within the framework of a Book III bankruptcy proceeding, the debtor or creditors may propose a rehabilitation plan (skhedio exygiansis). The rehabilitation plan is the Greek functional equivalent of a Chapter 11 plan of reorganization, though with important procedural and substantive differences discussed below. The plan may include a wide range of restructuring measures, including debt-for-equity swaps, maturity extensions, interest rate modifications, partial forgiveness of claims, and asset dispositions.
Liquidation. If no rehabilitation plan is proposed, or if a proposed plan fails to obtain the requisite creditor approval or court ratification, the proceeding converts to a liquidation proceeding, in which the syndikos marshals and sells the debtor's assets and distributes the proceeds to creditors according to the statutory priority scheme.
D. Rehabilitation Plans Under Law 4738/2020
The rehabilitation plan mechanism under Book III is the feature of Law 4738/2020 most directly comparable to a U.S. Chapter 11 plan of reorganization. The key elements are as follows:
Proposal and negotiation. The debtor, or a qualified majority of creditors, may submit a rehabilitation plan to the bankruptcy court. The plan must be accompanied by a report from an independent expert (typically an auditor or financial advisor) assessing the plan's feasibility and the likelihood of the debtor's return to viability. The plan is then presented to the creditor body for consideration and vote.
Voting thresholds. Approval of the rehabilitation plan requires the affirmative vote of creditors holding at least 50% of all admitted claims. Under certain circumstances, the Code provides for class-based voting, with separate classes for secured creditors, priority creditors, and unsecured creditors, though the class formation rules are less developed than under Section 1122 of the U.S. Bankruptcy Code. The specific quorum requirements and voting mechanics have been the subject of interpretive guidance from Greek courts, and Mr. Vassiliou has noted that there is limited precedent on several important issues.
Cramdown mechanism. Greek law does provide for court-imposed ratification of a rehabilitation plan over the objection of dissenting creditors, provided that certain fairness tests are met. However, the Greek cramdown power is significantly narrower than the U.S. cramdown mechanism under 11 U.S.C. § 1129(b). In particular:
• The Greek cramdown does not include a "fair and equitable" test with the specificity of the U.S. absolute priority rule.
• The Greek court's authority to override dissenting classes is more circumscribed, and Greek case law on cramdown is comparatively underdeveloped.
• The absence of a well-developed "best interests of creditors" test (comparable to 11 U.S.C. § 1129(a)(7)) may create uncertainty for creditors evaluating their recoveries under a Greek plan versus liquidation.
Scope of plan. The rehabilitation plan may incorporate a broad array of restructuring measures, including debt-for-equity swaps, maturity extensions, interest rate modifications, partial forgiveness of principal and interest, new capital contributions, and asset dispositions. All of these features are present in the current RSA term sheet being negotiated with the Ad Hoc Group. The plan, once confirmed by the court, becomes binding on all creditors whose claims are within its scope.
Timeline. Mr. Vassiliou has estimated that a Greek rehabilitation proceeding, from filing to plan confirmation, would typically require 12 to 24 months. This estimate reflects the time needed for the court to open the proceeding, for the syndikos to complete an investigation and claims reconciliation process, for the debtor to prepare and circulate a rehabilitation plan, for creditors to consider and vote on the plan, and for the court to conduct a confirmation hearing and issue a ratification decision. This timeline compares unfavorably with the 9-to-10-month contingency Chapter 11 timeline reflected in our internal playbook (estimated Day 1 filing to approximately Day 300 plan effective date), which is already an aggressive schedule for a case of this complexity.
E. Key Differences from U.S. Chapter 11
For the benefit of the deal team, the following summarizes the most significant differences between the Greek rehabilitation mechanism under Law 4738/2020 and a U.S. Chapter 11 proceeding, as these differences bear directly on the strategic analysis in Section VI:
No automatic DIP financing framework. Perhaps the single most consequential difference for TSL's restructuring is the absence in Greek law of a developed superpriority debtor-in-possession ("DIP") financing mechanism comparable to 11 U.S.C. § 364. Under the U.S. Bankruptcy Code, a Chapter 11 debtor may obtain post-petition financing on a secured or superpriority basis, with court approval, to fund operations during the restructuring period. The $75 million DIP financing commitment from Nordbank International AG and Triton Credit Partners LP, which forms a critical component of the contingency Chapter 11 plan, was structured under U.S. law and is predicated on the availability of § 364 protections. Obtaining equivalent post-filing financing in a Greek proceeding would be significantly more challenging, as there is no statutory mechanism for granting superpriority status to post-petition lenders, and Greek courts lack a developed body of precedent on this issue. Mr. Vassiliou has confirmed that DIP financing in the U.S. sense is essentially unavailable under Greek law.
Limited executory contract regime. U.S. Chapter 11 provides a robust framework under § 365 for the assumption or rejection of executory contracts and unexpired leases, enabling the debtor to shed burdensome contracts and retain favorable ones. Greek law does not have a direct analog to § 365. While a Greek bankruptcy proceeding has some effect on pending contracts, the rules are less comprehensive, less flexible, and less well-developed than the U.S. framework. For TSL, which is party to numerous time charter agreements, vessel management contracts, terminal concession agreements, and supply contracts, the inability to efficiently assume or reject executory contracts in a Greek proceeding could materially impair restructuring flexibility.
No § 363 sale mechanism. The U.S. Bankruptcy Code provides, under § 363(b) and (f), a streamlined mechanism for the sale of estate assets free and clear of liens, claims, and encumbrances, typically conducted through an auction process with court oversight. This mechanism is critical to the planned sale of six older dry-bulk carriers (the Thalassa Pioneer, Thalassa Endeavor, Thalassa Spirit, Thalassa Horizon, Thalassa Valor, and Thalassa Resolve), estimated to generate aggregate proceeds of approximately $72 million. Greek bankruptcy law does not offer a comparable streamlined sale framework. Asset dispositions in a Greek proceeding would be subject to different procedural requirements, potentially including more cumbersome notice and approval procedures, and the ability to convey title free and clear of liens is less certain under Greek law than under § 363(f).
Different priority scheme. The statutory priority waterfall under Greek law differs from the U.S. Bankruptcy Code's priority scheme under § 507. Greek law accords super-priority status to employee claims (including unpaid wages, severance, and social security contributions) and certain tax claims to a greater degree than U.S. law. This could result in different distributional outcomes for TSL's creditors compared to a U.S. proceeding, particularly given that TSL has approximately 4,200 employees globally and maintains its largest workforce concentration in Greece.
Moratorium scope. The Greek moratorium on enforcement actions applies only to assets within Greek jurisdiction. It does not have extraterritorial effect. Accordingly, a Greek moratorium alone would not protect TSL's assets located outside of Greece — including vessels in non-Greek ports, bank accounts maintained in non-Greek financial institutions, and TSL's equity interest in TAI — without separate recognition proceedings in the relevant foreign jurisdictions. By contrast, the U.S. automatic stay under § 362 applies to all of the debtor's property wherever located, and although its extraterritorial enforceability depends on principles of comity, U.S. courts regularly treat the stay as having worldwide effect.
III. TSL's Eligibility and COMI Analysis
A. Eligibility Under Law 4738/2020
There is no question that TSL is eligible for proceedings under Law 4738/2020. TSL is a Greek Société Anonyme, organized and existing under Greek corporate law (currently Law 4548/2018 on Sociétés Anonymes), registered with the Athens General Commercial Registry (G.E.MI.) under registration number corresponding to AFM 998214763, and headquartered at 42 Akti Miaouli, Piraeus 18538, Greece. As a legal entity organized under Greek law with its registered seat in Greece, TSL falls squarely within the personal scope of the Code.
TSL's Greek operations are substantial and longstanding. The company operates terminal facilities at the ports of Piraeus and Thessaloniki, which serve as key logistics hubs for its shipping operations in the Eastern Mediterranean and beyond. TSL maintains its corporate headquarters, holds its board meetings, and houses its senior management in the greater Athens/Piraeus area. The company's senior management team consists of:
• Dimitrios Kostandinos, Chairman of the Board of Directors
• Elena Kostandinos-Pavlou, Vice Chairwoman of the Board of Directors
• Georgios Andreadis, Chief Executive Officer
• Irini Dalakoura, Chief Financial Officer
• Stavros Papageorgiou, General Counsel
TSL was founded in 1987 by the Kostandinos family, which continues to hold a controlling equity interest through KFO Holdings SA (a Greek holding company). The company employs approximately 4,200 personnel globally, with a significant proportion based in Greece. TSL's deep roots in the Greek shipping community and its substantial operational presence in Greece reinforce its eligibility for Greek insolvency proceedings and confirm that Greece is the natural forum for any formal proceeding involving TSL itself.
B. Center of Main Interests (COMI)
For purposes of Chapter 15 recognition of a Greek proceeding in the United States (discussed in detail in Section IV below), the determination of TSL's center of main interests is critical. Under both Chapter 15 (11 U.S.C. § 1516(c)) and the UNCITRAL Model Law (Article 16(3)), the debtor's registered office is presumed to be its COMI in the absence of evidence to the contrary. This rebuttable presumption serves as the starting point of the COMI analysis.
TSL's COMI is almost certainly Piraeus, Greece. The following factors, individually and in combination, support this conclusion:
• Registered office: TSL's registered office is in Athens/Piraeus, Greece.
• Operational headquarters: TSL's operational headquarters, from which the day-to-day management of the company's global shipping fleet and terminal operations is directed, is located at 42 Akti Miaouli, Piraeus 18538, Greece.
• Location of senior management: TSL's Chairman, CEO, CFO, General Counsel, and Vice Chairwoman are all based in the Piraeus/Athens area. Board meetings are held in Athens.
• Principal banking relationships: TSL maintains its primary banking relationship with Aegean Capital Bank SA in Athens, which holds $110 million of the $685 million Senior Secured Credit Facility and serves as the company's primary depository bank for Greek operations.
• Historical ties: TSL has been headquartered in the Piraeus/Athens area since its founding in 1987 and is widely recognized within the Greek and international shipping community as a Greek shipping enterprise.
• Regulatory and tax domicile: TSL is subject to Greek corporate taxation and Greek regulatory oversight, including the requirements of the Athens General Commercial Registry.
The only potential counterargument to a Greek COMI is that TSL's funded indebtedness is overwhelmingly governed by New York and English law, and that the administrative agent (Nordbank International AG, Zürich) and many syndicate members are non-Greek entities. However, these factors relate to the location and legal preferences of TSL's creditors, not to the location of TSL's own operational center of gravity. U.S. courts applying the COMI test under Chapter 15 have consistently held that the inquiry focuses on where the debtor conducts its business and administers its affairs on a regular basis, as ascertainable by third parties, not on where the debtor's creditors happen to be located. See In re Fairfield Sentry Ltd., 714 F.3d 127 (2d Cir. 2013); In re Millennium Global Emerging Credit Master Fund Ltd., 458 B.R. 63 (Bankr. S.D.N.Y. 2011); In re SPhinX, Ltd., 351 B.R. 103 (Bankr. S.D.N.Y. 2006), aff'd, 371 B.R. 10 (S.D.N.Y. 2007).
Conclusion: TSL's COMI is Greece. A Greek proceeding commenced by TSL under Law 4738/2020 would constitute TSL's "foreign main proceeding" for purposes of Chapter 15 recognition.
C. TAI's Separate Status
TAI is a Delaware C-Corporation, incorporated on August 12, 2016, with its principal office at 1400 McKinney Street, Suite 2200, Houston, TX 77010. TAI's Employer Identification Number (EIN) is 84-3291057, and its registered agent for service of process in Delaware is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, DE 19801.
TAI is a separately incorporated subsidiary of TSL. Although TSL is TAI's sole shareholder, TAI maintains its own corporate governance structure, with its own officers — Marcus Hale (President), Diana Restrepo (Vice President, Finance), and Jonathan Kurtz (Vice President, Operations) — and its own board of directors. TAI generates its own revenue stream from U.S. shipping and logistics operations (FY2021 revenue: $312 million; FY2022 estimated revenue: $198 million, reflecting the downturn in trans-Pacific container volumes) and employs approximately 680 personnel in the United States, primarily in Houston and at port facilities along the Gulf Coast.
TAI's COMI is unquestionably the United States. TAI is incorporated in Delaware, headquartered in Houston, and conducts all of its business activities in the United States. Accordingly, a TAI Chapter 11 filing would be a domestic main proceeding under Title 11 of the United States Code and would not raise any Chapter 15 recognition issues. The appropriate venue for a TAI Chapter 11 would be the U.S. Bankruptcy Court for the Southern District of Texas (Houston Division), based on TAI's principal place of business.
Intercompany relationship. The financial relationship between TSL and TAI creates important considerations for any parallel proceedings scenario:
• TAI owes TSL $76.4 million under a subordinated intercompany note, dated September 1, 2019, bearing interest at 5.0% per annum, with a stated maturity of September 1, 2026. The note is subordinated to all of TAI's obligations under the Senior Secured Credit Facility.
• TAI is a co-borrower on the $85 million U.S. Tranche (Term Loan B) of the Senior Secured Credit Facility, which was advanced specifically to fund TAI's acquisition of the Houston terminal lease and related U.S. logistics assets in 2019.
• TAI's equity interests are pledged as collateral to the senior secured lenders under the Pledge Agreement dated June 15, 2019, as part of the overall collateral package securing the Senior Secured Credit Facility.
These interconnections mean that any restructuring affecting TSL necessarily implicates TAI's obligations and assets, and vice versa. The treatment of the intercompany note, in particular, is a potential friction point in any parallel proceedings scenario, as discussed in Section V.D below.
IV. Chapter 15 Recognition of a Greek Proceeding
A. Overview of Chapter 15 and the UNCITRAL Model Law
Chapter 15 of the United States Bankruptcy Code (11 U.S.C. §§ 1501–1532) is the U.S. implementation of the UNCITRAL Model Law on Cross-Border Insolvency (1997). Enacted as part of the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005, Chapter 15 replaced former § 304 of the Bankruptcy Code, which had previously governed ancillary proceedings in aid of foreign insolvency cases. Chapter 15 provides a comprehensive framework for addressing cross-border insolvency matters in U.S. courts, with the following core objectives:
• To promote cooperation between U.S. courts and foreign courts, and between U.S. and foreign representatives, in cross-border insolvency cases;
• To provide greater legal certainty for trade and investment across borders;
• To ensure fair and efficient administration of cross-border insolvencies that protects the interests of all creditors and other interested entities, including the debtor;
• To protect and maximize the value of the debtor's assets; and
• To facilitate the rescue of financially troubled businesses, thereby protecting investment and preserving employment.
Under Chapter 15, a "foreign representative" — defined as a person or body, including one 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 the foreign proceeding (11 U.S.C. § 101(24)) — may petition a U.S. bankruptcy court for recognition of the foreign proceeding. In the context of a Greek proceeding for TSL, the foreign representative would be the bankruptcy administrator (syndikos) appointed by the Athens court, or, if the debtor retains management, a designated representative of TSL authorized by the Greek court.
B. Recognition as Foreign Main or Foreign Nonmain Proceeding
Upon the filing of a Chapter 15 petition, the U.S. bankruptcy court must determine whether the foreign proceeding qualifies as a "foreign main proceeding" or a "foreign nonmain proceeding," as these classifications carry different consequences for the relief available.
Foreign main proceeding (11 U.S.C. § 1502(4)): A foreign proceeding pending in the country where the debtor has its COMI. As discussed in Section III.B above, TSL's COMI is Piraeus, Greece. A Greek proceeding for TSL under Law 4738/2020 would therefore qualify as a foreign main proceeding under Chapter 15.
The consequences of recognition as a foreign main proceeding are significant:
• Automatic stay: Upon recognition, Section 1520(a) provides that the provisions of the automatic stay under § 362 apply to TSL and TSL's property that is within the territorial jurisdiction of the United States. This stay is automatic — it arises by operation of law upon entry of the recognition order, without the need for any further court action. The effect is to immediately halt all enforcement actions, collection efforts, and litigation against TSL's U.S.-situs assets.
• Discretionary relief under § 1521: In addition to the automatic stay, the U.S. court may grant a broad range of discretionary relief under § 1521, including (i) staying the commencement or continuation of any action or proceeding against TSL or its assets; (ii) staying execution against TSL's assets; (iii) suspending the right to transfer, encumber, or otherwise dispose of TSL's assets; (iv) providing for the examination of witnesses and the gathering of information concerning TSL's affairs; (v) authorizing the foreign representative to administer TSL's U.S. assets; and (vi) granting any additional relief that may be available to a trustee under the Bankruptcy Code.
• Provisional relief under § 1519: Even before a formal recognition order is entered, the U.S. court may grant provisional relief if it is urgently needed to protect TSL's U.S. assets or the interests of creditors.
Foreign nonmain proceeding (11 U.S.C. § 1502(5)): A foreign proceeding pending in a country where the debtor has an "establishment" — defined as any place of operations where the debtor carries out a nontransitory economic activity (11 U.S.C. § 1502(2)). This classification is not applicable to TSL's Greek proceeding (since Greece is TSL's COMI, not merely an establishment), but could theoretically arise if TSL were to commence proceedings in a third jurisdiction — for example, in England or Singapore — where TSL maintains an establishment but not its COMI. Recognition as a foreign nonmain proceeding entitles the foreign representative to discretionary relief under § 1521 but does not trigger the automatic stay.
Relevance to the present matter. If TSL were to file for Greek insolvency protection and then seek Chapter 15 recognition in the United States, recognition as a foreign main proceeding would automatically impose a stay on enforcement against TSL's U.S. assets. This could potentially encompass the Houston terminal lease (to the extent it is deemed TSL's property rather than TAI's) and any other TSL property located in the United States. The scope of the stay as it relates to TAI's property would depend on whether the property in question is properly characterized as property of TSL or property of TAI, a determination that would require careful analysis of the legal ownership of the relevant assets and any intercompany arrangements.
C. Procedural Requirements for Chapter 15 Petition
The procedural requirements for filing a Chapter 15 petition are set forth in 11 U.S.C. § 1515 and Federal Rule of Bankruptcy Procedure 1004.2. The petition must be filed by TSL's foreign representative in the appropriate U.S. bankruptcy court. Assuming that a TAI Chapter 11 case is pending or anticipated in the Southern District of Texas (Houston Division), the Chapter 15 petition would most appropriately be filed in the same court to facilitate coordination between the two proceedings.
The petition must be accompanied by the following documentation:
1. A certified copy of the decision of the Athens Multi-Member First Instance Court opening the Greek insolvency proceeding for TSL;
2. A certificate from the Greek court confirming the existence of the foreign proceeding and the appointment of the foreign representative;
3. In the absence of the foregoing, any other evidence acceptable to the U.S. court of the existence of the foreign proceeding and the appointment of the foreign representative;
4. A statement identifying all foreign proceedings with respect to TSL that are known to the foreign representative; and
5. Evidence of TSL's COMI, including the location of its registered office, operational headquarters, senior management, principal banking relationships, and other relevant factors.
All documents not in English must be accompanied by certified translations under Federal Rule of Bankruptcy Procedure 1004.2(b) and Local Rules of the Southern District of Texas.
Timeline for recognition. Recognition under Chapter 15 can be granted relatively quickly, often within a matter of weeks, particularly where the petition is unopposed and the foreign proceeding is clearly a legitimate insolvency proceeding in the debtor's home jurisdiction. Given that TSL's COMI in Greece is well-established and that the Greek proceeding would be commenced by a recognized court of competent jurisdiction, we would not anticipate significant opposition to recognition per se, although specific relief requested under § 1521 might be contested by creditors or other parties in interest.
D. Limitations of Chapter 15
It is important to understand the inherent limitations of Chapter 15, which is an ancillary framework designed to assist foreign proceedings, not a substitute for a full restructuring:
No plan of reorganization. Chapter 15 does not permit the filing or confirmation of a plan of reorganization in the United States. The substantive restructuring must occur in the foreign (Greek) proceeding. Chapter 15 exists solely to provide ancillary assistance — recognition, stay protection, and coordination — to the foreign main proceeding.
Ancillary nature. The Chapter 15 case is subordinate to the foreign main proceeding. The U.S. court's role is to support and cooperate with the foreign proceeding, not to supplant it. This means that the pace, substance, and outcome of the restructuring would be driven by the Greek proceeding, with the Chapter 15 case providing a protective umbrella over TSL's U.S. assets.
Comity and public policy exception. Section 1506 of the Bankruptcy Code provides that a U.S. court may refuse to take any action under Chapter 15 if the action would be "manifestly contrary to the public policy of the United States." This is a narrow exception, rarely invoked, but it exists as a safety valve to prevent recognition or relief that would offend fundamental U.S. legal norms. We do not anticipate that a Greek proceeding under Law 4738/2020 would raise public policy concerns under § 1506, given that Greece is a developed EU member state with a modernized insolvency framework.
Adequate protection. Section 1522(a) provides that the U.S. court may grant relief under § 1521 only if the interests of creditors and other interested entities, including the debtor, are sufficiently protected. This adequate protection requirement could become significant if, for example, U.S.-based secured creditors argue that the Greek proceeding does not adequately protect their interests in U.S.-situs collateral.
V. Interaction Between a TSL Greek Proceeding and a TAI Chapter 11
A. Parallel Proceedings Scenario
The most complex scenario that could arise involves TSL commencing a rehabilitation proceeding under Book III of Law 4738/2020 in the Athens Multi-Member First Instance Court while, simultaneously or sequentially, TAI files a Chapter 11 petition in the U.S. Bankruptcy Court for the Southern District of Texas (Houston Division). This dual-track scenario would create parallel insolvency proceedings for the parent (TSL, in Greece) and its subsidiary (TAI, in the United States), each in its own home jurisdiction.
Section 1528 of the Bankruptcy Code expressly contemplates this type of parallel proceedings scenario. Under § 1528, when a foreign main proceeding has been recognized and a U.S. case under the Bankruptcy Code is commenced with respect to the same debtor, any relief granted under Chapter 15 must be consistent with the relief available in the U.S. case. More broadly, Section 1529 provides that when a foreign main proceeding and a U.S. proceeding are pending simultaneously with respect to the same debtor, the U.S. court must seek cooperation and coordination with the foreign court and foreign representative.
In our case, the parallel proceedings would not involve the same debtor, but rather a parent (TSL) and its subsidiary (TAI), each in its own jurisdiction. This somewhat atypical configuration does not fit neatly within the framework of § 1528, which contemplates parallel proceedings involving the "same debtor." However, the policy of cooperation and coordination articulated in §§ 1525–1527 is sufficiently broad to encompass parallel proceedings involving related debtors, particularly where the debtors share collateral, intercompany claims, and a common lender constituency.
B. Coordination Mechanisms
If parallel proceedings become necessary, several coordination mechanisms would be available:
Cross-border communication protocols. Sections 1525 through 1527 of the Bankruptcy Code authorize and encourage direct communication and cooperation between U.S. courts and foreign courts, and between U.S. trustees, foreign representatives, and other authorized persons. Consistent with the UNCITRAL Model Law (Articles 25–27) and the growing body of international best practice in cross-border insolvency coordination, the U.S. and Greek courts could enter into a cross-border communication protocol establishing ground rules for coordination between the two proceedings. Such protocols typically address matters including:
• Notice requirements for proceedings and filings in each jurisdiction;
• Coordination of hearing schedules to avoid conflicting orders;
• Protection of attorney-client privilege and work product protections across jurisdictions;
• The scope and territorial application of the automatic stay/moratorium in each jurisdiction;
• Mechanisms for resolving conflicts between orders or judgments issued in the two proceedings; and
• The appointment of liaison counsel in each jurisdiction to facilitate communication.
The Guidelines Applicable to Court-to-Court Communications in Cross-Border Cases, adopted by the American Law Institute and the International Insolvency Institute, provide a useful template for such protocols and have been endorsed by numerous courts.
Joint hearings. While less common, U.S. and foreign courts have in certain high-profile cross-border cases conducted joint hearings — including by videoconference — to address matters of mutual concern. Such joint hearings are more likely where the foreign court is an English-language court with compatible procedural traditions (e.g., Canada, the United Kingdom). Given the language and procedural differences between U.S. and Greek courts, joint hearings would be less practical in this case. Coordination is more likely to occur through counsel and the foreign representatives rather than through direct judge-to-judge communications.
Role of Vassiliou & Demetriou. As Greek counsel to TSL, V&D (and specifically Alexandros Vassiliou as lead partner) would serve as the primary liaison between the Greek proceeding and Calderwood & Harkness's U.S. restructuring team. V&D would be responsible for advising TSL and the syndikos on Greek procedural requirements, ensuring that actions taken in the Greek proceeding are consistent with the overall U.S. restructuring strategy, and keeping C&H apprised of material developments in the Greek case. C&H would reciprocally keep V&D informed of developments in the TAI Chapter 11.
C. Treatment of Shared Collateral and Lien Issues
The treatment of shared collateral is among the most complex issues that would arise in a parallel proceedings scenario. The collateral package securing the Senior Secured Credit Facility (approximately $540 million outstanding as of September 30, 2022) and the Mezzanine Notes ($112.3 million) spans multiple jurisdictions and multiple legal regimes.
Collateral overview. The Senior Secured Credit Facility, for which Nordbank International AG serves as both administrative agent and collateral agent, is secured by first-priority liens on the following:
• 38 dry-bulk carriers and 12 container vessels comprising TSL's operating fleet;
• The Houston terminal lease and related U.S. logistics assets held by TAI;
• All accounts receivable of TSL and TAI;
• Equity interests in TAI; and
• Equity interests in 14 vessel-owning special purpose vehicles ("SPVs"), most of which are organized under the laws of Malta, the marshall Islands, and Liberia.
The Mezzanine Notes, held by Dralvecen Mezzanine Capital LLC, hold second-priority liens on the same collateral package, subject to the terms of the Intercreditor Agreement dated June 15, 2019. The Intercreditor Agreement, governed by New York law, establishes the relative priorities, standstill obligations, and enforcement rights as between the senior secured lenders and the mezzanine noteholder.
Fleet valuation. The independent appraisal conducted by Drakos Maritime Valuations Ltd. (Captain Nikos Drakos, lead appraiser) as of November 1, 2022 valued TSL's 50-vessel fleet at approximately $623 million on a charter-free, fair market value basis. This represents a significant decline from the $891 million valuation as of January 2022, reflecting the sharp downturn in dry-bulk and container freight rates during the second half of 2022.
Jurisdictional complexity of vessel collateral. The TSL fleet includes vessels flagged in multiple jurisdictions, including Greece, the marshall Islands, Malta, and Liberia. The location and legal status of each vessel at any given time determines which country's laws govern the enforcement of security interests in that vessel:
• Enforcement against vessels physically present in Greek territorial waters or Greek ports would be governed by the Greek moratorium arising from a TSL bankruptcy proceeding under Law 4738/2020. The moratorium would stay in rem arrest proceedings and mortgage enforcement actions in Greek courts.
• Enforcement against vessels in international waters or in foreign ports would not be directly affected by the Greek moratorium. Separate recognition proceedings would be required in each relevant jurisdiction to extend the moratorium's protections. Given the global nature of TSL's shipping operations, vessels may be present in dozens of different jurisdictions at any given time, creating a significant enforcement coordination challenge.
• The Houston terminal lease and TAI's U.S. assets would be addressed in the TAI Chapter 11 proceeding. The Greek moratorium would not have extraterritorial effect on U.S.-situs assets absent a Chapter 15 recognition order.
Coordination challenge. The central challenge in a parallel proceedings scenario is ensuring that neither the Greek proceeding nor the U.S. proceeding disrupts the other's treatment of the shared collateral pool. Specifically:
• The Greek court must not order dispositions of collateral that would violate the senior secured lenders' rights under the Security Agreement (governed by New York law) or the Intercreditor Agreement.
• The U.S. court must not enter orders in the TAI Chapter 11 that would impair TSL's rights in the shared collateral without adequate coordination with the Greek proceeding.
• The Intercreditor Agreement and its governing law (New York) would need to be respected in both forums, and any rehabilitation plan or Chapter 11 plan would need to be consistent with the priority structure established therein.
These coordination requirements underscore the importance of establishing a robust cross-border communication protocol at the outset of any parallel proceedings.
D. Treatment of the Intercompany Note
The $76.4 million subordinated intercompany note from TAI to TSL creates a direct financial link between the two estates that requires careful treatment in any restructuring scenario.
Claim in the TAI estate. In a parallel proceeding, TSL would hold a claim against the TAI estate in the amount of the intercompany note. This claim would be subordinated to TAI's obligations under the Senior Secured Credit Facility and the Mezzanine Notes, consistent with the terms of the intercompany note. The treatment of this claim in the TAI Chapter 11 — whether it is paid in full, reduced, or eliminated — would directly affect the recoveries available to TSL's creditors in the Greek proceeding, since the intercompany note is an asset of the TSL estate.
Risk of substantive consolidation. If the U.S. bankruptcy court were to order substantive consolidation of TSL and TAI — treating the two entities as a single debtor for bankruptcy purposes — the intercompany note would be eliminated as an intercompany obligation. Substantive consolidation would primarily disadvantage TSL's Greek creditors, who would lose the benefit of TSL's claim against the TAI estate. However, as analyzed in the December 5, 2022 memorandum on corporate separateness (prepared by Sarah Chen, C&H Associate), substantive consolidation is unlikely on the facts of this case. TSL and TAI have maintained separate corporate identities, separate boards, separate financial records, separate bank accounts, and separate business operations since TAI's incorporation in 2016. The factors typically considered by courts in determining whether to order substantive consolidation — including the degree of corporate identity, the existence or absence of consolidated financial statements, the commingling of assets, the difficulty of segregating individual assets and liabilities, and the degree to which creditors dealt with the entities as a single economic unit — weigh against consolidation. See In re Owens Ashgrove Partners LLC, 419 F.3d 195 (3d Cir. 2005).
Treatment under the RSA framework. Under the current RSA term sheet, the intercompany note is being restructured rather than eliminated. The proposed terms call for an extension of the maturity date from September 1, 2026 to December 31, 2028, and a reduction in the interest rate from 5.0% to 2.0% per annum. If the out-of-court RSA is successfully consummated, the intercompany note will remain in place in its restructured form, and no parallel proceedings will be necessary.
E. Vessel-Specific Issues
The treatment of TSL's vessel fleet presents unique challenges that arise from the intersection of insolvency law, maritime law, and the inherently mobile nature of shipping assets.
Greek moratorium and vessel location. The Greek moratorium arising from a TSL bankruptcy would cover vessels that are physically present in Greek ports (Piraeus, Thessaloniki, and other Greek harbors) or in Greek territorial waters at the time the proceeding is opened. However, commercial shipping vessels are, by definition, mobile assets that transit multiple jurisdictions in the course of their trading activities. A vessel that is in a Greek port today may be in a Turkish, Egyptian, or Italian port tomorrow. The Greek moratorium offers no protection for vessels once they leave Greek waters, and the logistics of ensuring that all 50 vessels remain within Greek jurisdiction at all times would be operationally unworkable.
Maritime liens. Maritime liens present a particularly thorny issue. Under both Greek law and international maritime conventions, certain categories of maritime claims — including claims for crew wages, salvage, collision damage, and, in some jurisdictions, bunker fuel supplies — give rise to maritime liens that attach to the vessel itself and may be enforced through in rem arrest proceedings. These liens often enjoy priority over pre-existing ship mortgages and may be enforceable in any jurisdiction where the vessel is physically present.
Olympian Fuel & Supply SA's $9.2 million bunker fuel claim, which constitutes TSL's largest Greek trade creditor exposure, may give rise to a maritime lien under Greek law and the International Convention on Maritime Liens and Mortgages (1993). If Olympian were to seek to enforce this claim by arresting a TSL vessel in a non-Greek port — for example, in Singapore, Rotterdam, or Durban — the Greek moratorium would offer no protection. The interaction between maritime liens, domestic insolvency stays, and international maritime conventions is a complex area of law that would require further analysis on a vessel-by-vessel and jurisdiction-by-jurisdiction basis.
Ship mortgage enforcement. The senior secured lenders hold ship mortgages on all 50 TSL vessels, perfected in accordance with the laws of each vessel's flag state. Enforcement of these mortgages is governed by the law of the flag state and the law of the jurisdiction in which enforcement is sought. A Greek bankruptcy proceeding would stay enforcement of ship mortgages by Greek courts, but would not prevent the senior secured lenders (or their collateral agent, Nordbank) from seeking to enforce ship mortgages in non-Greek jurisdictions absent separate recognition of the Greek proceeding in those jurisdictions.
For a more detailed analysis of maritime lien and Ship Mortgage Act considerations specific to U.S. law and TAI's U.S.-flagged or U.S.-located vessels, we refer to the December 18, 2022 memorandum prepared by the author on those topics.
VI. Strategic Analysis: Should TSL Commence a Greek Proceeding?
A. Arguments in Favor of a Greek Proceeding
There are several potential benefits to commencing a Greek proceeding for TSL under Law 4738/2020:
Moratorium on Greek enforcement. A Greek proceeding would impose an immediate moratorium on all individual enforcement actions against TSL's assets located in Greece. This moratorium would cover the Piraeus and Thessaloniki terminal facilities, Greek-flagged vessels in Greek waters, and Greek bank accounts. If Greek creditors were to commence enforcement actions — either by seeking to attach Greek assets or by filing involuntary bankruptcy petitions — a voluntary filing by TSL would give TSL greater control over the timing and terms of the moratorium than an involuntary proceeding initiated by creditors.
"Home" proceeding in a coordinated restructuring. A Greek proceeding could serve as the "home" or "main" proceeding in a coordinated cross-border restructuring, with the Greek rehabilitation plan serving as the master restructuring document that binds TSL's creditors globally (to the extent recognized in other jurisdictions). This would place TSL — and by extension, the Kostandinos family — in the driver's seat of the restructuring process, operating in a familiar legal and cultural environment.
Chapter 15 protections for U.S. assets. Recognition of the Greek proceeding under Chapter 15 would extend stay protections to TSL's U.S. assets, complementing the protections available in the TAI Chapter 11. This dual layer of protection could be valuable if there are concerns about U.S.-based creditors pursuing enforcement actions against TSL's U.S. property (for example, attempting to attach TSL's equity interest in TAI or TSL's right to receive payments under the intercompany note).
Greek-specific obligations. A Greek proceeding may provide greater flexibility in addressing TSL's Greek-specific obligations, including Greek employee claims (particularly severance obligations and social security contributions), Greek tax obligations, and terminal concession agreements with the Piraeus Port Authority and the Thessaloniki Port Authority. These obligations are governed by Greek law and would most naturally be addressed in a Greek forum.
B. Arguments Against a Greek Proceeding
The arguments against commencing a Greek proceeding are, in our assessment, significantly more compelling than the arguments in favor. The principal concerns are as follows:
Preferred path is the out-of-court RSA. The current restructuring strategy is focused on achieving an out-of-court consensual restructuring through the RSA. If the RSA is successfully executed and consummated, no formal insolvency proceeding of any kind — Greek or American — will be necessary. Commencing a Greek proceeding would be premature and potentially counterproductive while the RSA remains a viable option.
Slower timeline. Greek proceedings are significantly slower than a U.S. Chapter 11. Mr. Vassiliou estimates that a Greek rehabilitation proceeding, from filing to plan confirmation, would require 12 to 24 months. By contrast, the contingency Chapter 11 timeline for TAI projects a 9-to-10-month process from petition date to plan effective date (approximately Day 1 to Day 300). In an environment where TSL's liquidity is constrained and the value of its fleet is declining, the additional time required for a Greek proceeding could result in significant value erosion.
Lack of critical restructuring tools. Greek law lacks several of the most powerful restructuring tools available under U.S. Chapter 11:
• No DIP financing framework, making it difficult to secure the $75 million in post-petition financing that is essential to fund operations during the restructuring;
• No § 363 sale mechanism, complicating the planned disposition of six dry-bulk carriers;
• Limited executory contract assumption/rejection powers;
• A narrower cramdown mechanism, reducing leverage against holdout creditors.
These deficiencies make a Greek proceeding materially less effective as a restructuring tool than a U.S. Chapter 11, particularly for a case of this size and complexity.
Creditor preferences. The lender syndicate is overwhelmingly non-Greek. Of the $685 million Senior Secured Credit Facility, only $110 million (approximately 16%) is held by Aegean Capital Bank SA, the sole Greek lender in the syndicate. The remaining 84% is held by international institutions — Nordbank (Zürich), Harborstone Bank (London), Triton Credit Partners (New York), Continental Maritime Lending (Hamburg), and Pacifica Trade Finance Corp. (Singapore) — that are likely to prefer the predictability, transparency, and well-developed precedent of a U.S. Chapter 11 proceeding. A Greek proceeding, governed by a relatively new and untested statute with limited case law, would be viewed by sophisticated international creditors as less predictable and less favorable.
Cross-default risk. A formal Greek filing by TSL could trigger cross-default provisions in the Senior Secured Credit Agreement and the Mezzanine Notes indenture, potentially accelerating all outstanding funded debt and complicating the RSA negotiations. Although the Forbearance Agreement, as extended through April 7, 2023, currently stays enforcement by the consenting lenders, a Greek filing could be argued to constitute a new default not covered by the forbearance or, at minimum, would create significant uncertainty regarding the scope of the forbearance.
Reputational risk. The Greek shipping community is highly relationship-driven and relatively insular. A formal Greek bankruptcy filing by TSL — a prominent Greek shipping family enterprise founded in 1987 — would be widely noticed and could damage TSL's standing with charterers, port authorities, classification societies, crewing agencies, and the broader shipping marketplace. While U.S. Chapter 11 proceedings carry less stigma in the international business community (and are generally understood as a restructuring tool rather than a sign of failure), Greek bankruptcy carries greater reputational weight in the Kostandinos family's home market.