CALDERWOOD & HARKNESS LLP 125 Broad Street New York, NY 10004

CALDERWOOD & HARKNESS LLP 125 Broad Street New York, NY 10004
CLOSING MEMORANDUM AND ASSEMBLED SIGNATURE PAGES (UNEXECUTED)
$400,000,000 Aggregate Principal Amount 8.750% Senior Secured Notes Due 2029
Co-Issuers: Thalassa Shipping & Logistics SA Société Anonyme organized under the laws of the Hellenic Republic
and
Thalassa Finance Pte. Ltd. Private Company Limited by Shares organized under the laws of the Republic of Singapore
Originally Targeted Closing Date: October 15, 2022
STATUS: UNEXECUTED — OFFERING SUSPENDED AS OF NOVEMBER 14, 2022
Matter No.: 1044-00004 Client No.: 80214-TSL
Assembled by: Brendan Walsh, Lead Associate, Capital Markets Natasha Forbes, Working Associate, Capital Markets
Supervised by: Robert Adeyemi, Responsible Partner, Capital Markets
Date of Assembly: October 2022
This closing memorandum was prepared in anticipation of the closing of the above-referenced offering. Due to the suspension of the offering on November 14, 2022, no signature pages in this package have been executed. This package is retained in the files of Calderwood & Harkness LLP for use in the event of reactivation of the transaction. This document and all materials contained herein are subject to the attorney-client privilege and work product doctrine. Distribution is limited to authorized personnel of Calderwood & Harkness LLP and, upon written authorization from the Responsible Partner, to the client and other transaction participants as appropriate.
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I. TRANSACTION OVERVIEW
A. Summary of the Offering
This Closing Memorandum relates to the proposed offering (the "Offering") by Thalassa Shipping & Logistics SA, a société anonyme organized under the laws of the Hellenic Republic ("TSL"), and Thalassa Finance Pte. Ltd., a private company limited by shares organized under the laws of the Republic of Singapore ("TFPL" and, together with TSL, the "Co-Issuers"), of $400,000,000 aggregate principal amount of 8.750% Senior Secured Notes due October 15, 2029 (the "Notes").
The material terms of the Offering, as reflected in the near-final transaction documentation assembled herein, are summarized below:
The Notes were to be offered and sold in the United States solely to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States in reliance on Regulation S under the Securities Act. No registration statement was or is to be filed with the United States Securities and Exchange Commission in connection with the Offering.
B. Parties
The following is a summary of the principal parties to the transaction, as reflected in the near-final documentation assembled herein:
1. Co-Issuers.  Thalassa Shipping & Logistics SA ("TSL")
•  Société Anonyme organized under the laws of the Hellenic Republic
•  GEMI Registration No.: 148276201000
•  Registered Address: 42 Akti Miaouli, Piraeus 185 35, Greece
•  Principal operating entity of the Thalassa group, engaged in international dry bulk and container feeder shipping, port services, and freight logistics
Thalassa Finance Pte. Ltd. ("TFPL")
•  Private Company Limited by Shares incorporated under the laws of the Republic of Singapore
•  Unique Entity Number (UEN): 202209345K
•  Registered Address: 8 Marina Boulevard, #36-02, Marina Bay Financial Centre Tower 1, Singapore 018981
•  Special purpose finance subsidiary established for purposes of co-issuing the Notes; wholly owned by TSL
2. Guarantor Subsidiaries
Each of the following wholly owned subsidiaries of TSL (directly or through TFPL) was to provide a senior secured guarantee of the Notes on a joint and several basis (collectively, the "Guarantor Subsidiaries"):
(a) Thalassa Dry Bulk Operations Ltd. ("TDBO") — Private Limited Company organized under the laws of the Republic of Malta; fleet-owning subsidiary holding 22 dry bulk carriers;
(b) Thalassa Container Feeder Ltd. ("TCF") — Limited Liability Company organized under the laws of the Republic of the marshall Islands; fleet-owning subsidiary holding 12 container feeder vessels;
(c) Thalassa Port Services FZCO ("TPS") — Free Zone Company organized under the laws of the United Arab Emirates (Dubai); operator of port logistics and stevedoring services; and
(d) Thalassa Freight Solutions Pte. Ltd. ("TFS") — Private Company Limited by Shares organized under the laws of the Republic of Singapore; freight forwarding and logistics management subsidiary.
3. Parent Guarantor
Kallistratos Maritime Holdings Ltd. ("KMH")
•  BVI Business Company organized under the BVI Business Companies Act, 2004
•  Registered Address: Craigmuir Chambers, Road Town, Tortola, British Virgin Islands
•  Parent holding company of TSL, holding 72.5% of the issued and outstanding shares of TSL
•  Limited guarantee of the Notes, capped at $50,000,000 in aggregate liability (the "Limited Parent Guarantee")
4. Initial Purchasers
Anchor Bay Securities LLC ("Anchor Bay")
•  Limited Liability Company organized under the laws of the State of Delaware
•  Address: 599 Lexington Avenue, 28th Floor, New York, NY 10022
•  Role: Lead Bookrunner and Lead Initial Purchaser
•  Allocation: 65% ($260,000,000 principal amount)
•  Initial Purchaser Fee: $5,200,000 (2.00% of allocated principal amount)
Halcyon Partners International Ltd. ("Halcyon")
•  Private Limited Company incorporated under the laws of England and Wales
•  Address: 25 Old Broad Street, London EC2N 1HQ, United Kingdom
•  Role: Co-Manager and Co-Initial Purchaser
•  Allocation: 35% ($140,000,000 principal amount)
•  Initial Purchaser Fee: $2,800,000 (2.00% of allocated principal amount)
5. Indenture Trustee
Marlowe Asset Management Trust Company of Singapore Pte. Ltd. ("Marlowe Asset Management" or the "Trustee")
•  UEN: 199804782D
•  Address: 80 Robinson Road, #02-00, Singapore 068898
•  Role: Trustee under the Indenture, Paying Agent and Transfer Agent
6. Security Agent / Collateral Agent
Atlas Collateral Agency Pte. Ltd. ("Atlas" or the "Security Agent")
•  UEN: 200115678R
•  Address: 80 Robinson Road, #02-00, Singapore 068898
•  Role: Security Agent and Collateral Agent under the Indenture, the Intercreditor Agreement, and each of the Security Documents
C. Use of Proceeds
The estimated application of gross proceeds from the Offering, as set forth in the near-final Offering Memorandum, was as follows:
D. Security Package Summary
The Notes were to be secured by a comprehensive first-priority security package, the principal components of which are summarized below:
(a) Ship Mortgages. First-priority statutory and contractual ship mortgages over 28 of the 50 vessels in the Thalassa fleet (the "Collateral Vessels"), designated as such in the near-final Indenture. The 28 Collateral Vessels were appraised by Compass Marine Valuations Ltd. at an aggregate fair market value of $1,175,000,000 as of June 2022 (the "Compass Appraisal"), yielding a collateral coverage ratio of approximately 2.94x the $400,000,000 aggregate principal amount of the Notes. The total fleet of 50 vessels was appraised at $1,820,000,000 in the same valuation. The ship mortgages were to be governed by the laws of the respective flag states of the Collateral Vessels.
(b) Assignment of Earnings, Insurances, and Requisition Compensation. First-priority assignment of all charter hire, freight revenue, demurrage, insurance proceeds (including hull and machinery, protection and indemnity, and loss of hire), and requisition compensation in respect of each Collateral Vessel, in favor of Atlas Collateral Agency Pte. Ltd. as Security Agent.
(c) Share Pledges. First-priority pledge over 100% of the issued and outstanding equity interests in TFPL and each fleet-owning Guarantor Subsidiary (TDBO, TCF, TPS, and TFS), in favor of Atlas Collateral Agency Pte. Ltd. as Security Agent.
(d) Assignment of Intercompany Loan Receivables. First-priority assignment of $365,000,000 in aggregate intercompany loan receivables owed by the fleet-owning subsidiaries to TFPL, in favor of Atlas Collateral Agency Pte. Ltd. as Security Agent. These intercompany loans had been advanced by TFPL to fund vessel acquisitions and were documented under individual intercompany loan agreements between TFPL and each of TDBO, TCF, TPS, and TFS.
E. Status of Offering / Reason for Non-Execution
The Offering was not consummated. A chronological summary of events leading to the suspension is set forth below:
(a) September 26, 2022 — First Postponement. The planned launch date of the Offering was September 26, 2022. The launch was postponed by the Co-Issuers and the Initial Purchasers due to general market volatility and softening of the Baltic Dry Index ("BDI").
(b) October 3, 2022 — Second Postponement. The launch was again postponed to allow for additional investor engagement and to monitor freight rate developments.
(c) October 15, 2022 — Originally Targeted Closing Date. October 15, 2022 was the originally targeted closing date. No closing occurred. All signature pages had been assembled by Calderwood & Harkness LLP in anticipation of closing but were not circulated for execution.
(d) Late October 2022 — BDI Decline. The Baltic Dry Index, which had been trading at approximately 3,400 in early September 2022, declined sharply through October and fell below 1,200 by late October 2022, reflecting a significant deterioration in the dry bulk freight market.
(e) October 17, 2022 — Board Resolution to Delay. The board of directors of TSL resolved to delay the Offering indefinitely, citing the decline of the BDI below 1,400 and the resulting uncertainty in near-term cash flow projections.
(f) November 2, 2022 — Polaris Rating On Hold. Polaris Ratings Group Ltd. placed its preliminary B+ (stable) rating on hold, citing market conditions and the delayed timeline.
(g) November 4, 2022 — OCA Rating On Hold. Oceanic Credit Assessments Inc. placed its preliminary B1 (stable) rating on hold, for similar reasons.
(h) November 14, 2022 — Formal Suspension. TSL, acting through its Chief Executive Officer, Spyros Andreou, delivered formal notice to Anchor Bay Securities LLC (attention: Marcus Reinhardt, Managing Director) of the suspension of the Offering. The suspension notice stated that the Co-Issuers would evaluate reactivation of the transaction at such time as market conditions improved.
(i) Contributing Factors. In addition to the decline in the BDI, forward-looking Adjusted EBITDA for FY2023 was revised downward from $214,600,000 (as presented in the near-final Offering Memorandum) to approximately $128,000,000, reflecting reduced time charter equivalent rates and delayed contract renewals. The Initial Purchasers advised that, given the revised financial outlook, repricing of the Notes to a coupon of approximately 10.50% to 11.00% would be required to achieve successful placement. The board of directors of TSL deemed this pricing unacceptable given the resulting increase in debt service costs and impact on financial covenants.
(j) Current Status. All signature pages assembled as part of this Closing Memorandum remain unexecuted. The matter was coded dormant at Calderwood & Harkness LLP as of December 1, 2022. A Dormancy Memorandum was prepared by Brendan Walsh on December 1, 2022 and has been updated periodically (see Section XIII — Reactivation Instructions).
II. INDEX OF TRANSACTION DOCUMENTS AND SIGNATURE PAGES
A. Master Document List
The following is a comprehensive list of all transaction documents for which signature pages have been assembled in this package. Each document is organized by Tab number and includes the document title, the draft version assembled, the date of the near-final version, the parties to the document, the number of individual signature pages assembled, and the execution status. All documents are marked UNEXECUTED.
Note: The total of 51 signature pages reflects the form signature pages assembled for the principal transaction documents. Upon closing, the number of individual signature pages would have increased to reflect the execution of 28 individual vessel-specific ship mortgage deeds, 28 individual deeds of assignment of earnings and insurances, and 4 individual share pledge agreements for the Guarantor Subsidiaries, among other ancillary documentation. The total closing checklist comprised approximately 85 line items across all document categories, inclusive of conditions precedent documentation not subject to pre-execution assembly (see Section XII below).
III. TAB 1 — INDENTURE (NEAR-FINAL, 5TH DRAFT)
A. Document Description
Full Title: Indenture, dated as of [●], 2022, among Thalassa Shipping & Logistics SA, Thalassa Finance Pte. Ltd. (as Co-Issuers), the Guarantors named therein, Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (as Trustee), and Atlas Collateral Agency Pte. Ltd. (as Security Agent)
Draft Version: Near-final, 5th Draft
Date: September 6, 2022
Governing Law: Laws of the Republic of Singapore
Summary: The Indenture is the principal governance document for the $400,000,000 8.750% Senior Secured Notes due 2029. It sets forth the terms and conditions of the Notes, including the obligations of the Co-Issuers, the guarantees of the Guarantor Subsidiaries and the Limited Parent Guarantor, the security arrangements, the covenants (including incurrence-based financial covenants and negative covenants customary for high yield shipping issuances), the events of default, and the rights, duties, and protections of the Trustee and the Security Agent. The 5th Draft, dated September 6, 2022, incorporates comments received from all parties through the date thereof and was considered near-final as of the last negotiation session held on September 5, 2022. Certain defined terms and cross-references remained subject to final conformance at the time of assembly.
The following signature pages have been assembled in anticipation of closing. Each is marked UNEXECUTED.
B. Signature Page — Thalassa Shipping & Logistics SA (as Co-Issuer)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INDENTURE
THALASSA SHIPPING & LOGISTICS SA as Co-Issuer
By: ________
Name: Spyros Andreou
Title: Chief Executive Officer
By: ________
Name: Marina Demetriou
Title: Chief Financial Officer
STATUS: UNEXECUTED
C. Signature Page — Thalassa Finance Pte. Ltd. (as Co-Issuer)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INDENTURE
THALASSA FINANCE PTE. LTD. as Co-Issuer
By: ________
Name: Marina Demetriou
Title: Sole Director
STATUS: UNEXECUTED
D. Signature Pages — Guarantor Subsidiaries
1. Thalassa Dry Bulk Operations Ltd.
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INDENTURE
THALASSA DRY BULK OPERATIONS LTD. as Guarantor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
2. Thalassa Container Feeder Ltd.
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INDENTURE
THALASSA CONTAINER FEEDER LTD. as Guarantor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
3. Thalassa Port Services FZCO
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INDENTURE
THALASSA PORT SERVICES FZCO as Guarantor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
4. Thalassa Freight Solutions Pte. Ltd.
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INDENTURE
THALASSA FREIGHT SOLUTIONS PTE. LTD. as Guarantor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
E. Signature Page — Kallistratos Maritime Holdings Ltd. (as Limited Parent Guarantor)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INDENTURE
Note: The guarantee of Kallistratos Maritime Holdings Ltd. is a limited guarantee, capped at $50,000,000 in aggregate liability, as more fully set forth in Article XII of the Indenture.
KALLISTRATOS MARITIME HOLDINGS LTD. as Limited Parent Guarantor
By: ________
Name: Dimitrios Kallistratos
Title: Director
STATUS: UNEXECUTED
F. Signature Page — Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (as Trustee)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INDENTURE
Marlowe Asset Management TRUST COMPANY OF SINGAPORE PTE. LTD. as Trustee
By: ________
Name: Richard Tan
Title: Vice President, Corporate Trust
STATUS: UNEXECUTED
G. Signature Page — Atlas Collateral Agency Pte. Ltd. (as Security Agent)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INDENTURE
ATLAS COLLATERAL AGENCY PTE. LTD. as Security Agent
By: ________
Name: Karen Ng
Title: Associate Director, Collateral Services
STATUS: UNEXECUTED
IV. TAB 2 — PURCHASE AGREEMENT (NEAR-FINAL DRAFT)
A. Document Description
Full Title: Purchase Agreement, dated as of [●], 2022, among Thalassa Shipping & Logistics SA, Thalassa Finance Pte. Ltd. (as Co-Issuers), the Guarantors named therein, Anchor Bay Securities LLC (as Lead Initial Purchaser), and Halcyon Partners International Ltd. (as Co-Initial Purchaser)
Draft Version: Near-Final
Date: September 12, 2022
Summary: The Purchase Agreement sets forth the terms and conditions upon which the Initial Purchasers agreed to purchase the Notes from the Co-Issuers for resale to eligible investors in reliance on Rule 144A under the Securities Act and Regulation S under the Securities Act. The Purchase Agreement provides for (i) an Initial Purchaser discount of 2.00% of par, representing aggregate compensation of $8,000,000 payable to the Initial Purchasers (allocated $5,200,000 to Anchor Bay as Lead Bookrunner and $2,800,000 to Halcyon as Co-Manager), (ii) an issue price of 98.00% of par, resulting in gross proceeds to the Co-Issuers of $392,000,000, (iii) customary representations and warranties of the Co-Issuers and the Guarantors, (iv) conditions precedent to closing, (v) indemnification and contribution obligations, and (vi) termination rights of the Initial Purchasers. The Purchase Agreement was in near-final form as of September 12, 2022, subject to certain business and pricing terms that were to be finalized at the time of pricing.
The following signature pages have been assembled in anticipation of closing. Each is marked UNEXECUTED.
B. Signature Page — Thalassa Shipping & Logistics SA (as Co-Issuer)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO PURCHASE AGREEMENT
THALASSA SHIPPING & LOGISTICS SA as Co-Issuer
By: ________
Name: Spyros Andreou
Title: Chief Executive Officer
By: ________
Name: Marina Demetriou
Title: Chief Financial Officer
STATUS: UNEXECUTED
C. Signature Page — Thalassa Finance Pte. Ltd. (as Co-Issuer)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO PURCHASE AGREEMENT
THALASSA FINANCE PTE. LTD. as Co-Issuer
By: ________
Name: Marina Demetriou
Title: Sole Director
STATUS: UNEXECUTED
D. Signature Pages — Guarantor Subsidiaries
1. Thalassa Dry Bulk Operations Ltd.
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO PURCHASE AGREEMENT
THALASSA DRY BULK OPERATIONS LTD. as Guarantor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
2. Thalassa Container Feeder Ltd.
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO PURCHASE AGREEMENT
THALASSA CONTAINER FEEDER LTD. as Guarantor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
3. Thalassa Port Services FZCO
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO PURCHASE AGREEMENT
THALASSA PORT SERVICES FZCO as Guarantor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
4. Thalassa Freight Solutions Pte. Ltd.
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO PURCHASE AGREEMENT
THALASSA FREIGHT SOLUTIONS PTE. LTD. as Guarantor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
E. Signature Page — Kallistratos Maritime Holdings Ltd. (as Limited Parent Guarantor)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO PURCHASE AGREEMENT
KALLISTRATOS MARITIME HOLDINGS LTD. as Limited Parent Guarantor
By: ________
Name: Dimitrios Kallistratos
Title: Director
STATUS: UNEXECUTED
F. Signature Page — Anchor Bay Securities LLC (as Lead Initial Purchaser)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO PURCHASE AGREEMENT
ANCHOR BAY SECURITIES LLC as Lead Initial Purchaser
By: ________
Name: Marcus Reinhardt
Title: Managing Director
STATUS: UNEXECUTED
G. Signature Page — Halcyon Partners International Ltd. (as Co-Initial Purchaser)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO PURCHASE AGREEMENT
HALCYON PARTNERS INTERNATIONAL LTD. as Co-Initial Purchaser
By: ________
Name: James Ogilvie
Title: Managing Director
STATUS: UNEXECUTED
V. TAB 3 — REGISTRATION RIGHTS AGREEMENT (NEAR-FINAL DRAFT)
A. Document Description
Full Title: Registration Rights Agreement, dated as of [●], 2022, among Thalassa Shipping & Logistics SA, Thalassa Finance Pte. Ltd. (as Co-Issuers), the Guarantors named therein, and the Initial Purchasers
Draft Version: Near-Final
Date: September 12, 2022
Summary: The Registration Rights Agreement sets forth the obligations of the Co-Issuers and the Guarantors to file and cause to become effective a registration statement with respect to an exchange offer for the Notes, or, in the event that an exchange offer is not available, to file and cause to become effective a shelf registration statement, in each case for the benefit of the holders of the Notes and the guarantees. The agreement provides for additional interest on the Notes in the event that the Co-Issuers fail to satisfy their registration obligations within the prescribed time periods. The Registration Rights Agreement was in near-final form as of September 12, 2022 and was subject to final conformance with the terms of the Indenture.
The following signature pages have been assembled in anticipation of closing. Each is marked UNEXECUTED.
B. Signature Page — Thalassa Shipping & Logistics SA (as Co-Issuer)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
THALASSA SHIPPING & LOGISTICS SA as Co-Issuer
By: ________
Name: Spyros Andreou
Title: Chief Executive Officer
By: ________
Name: Marina Demetriou
Title: Chief Financial Officer
STATUS: UNEXECUTED
C. Signature Page — Thalassa Finance Pte. Ltd. (as Co-Issuer)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
THALASSA FINANCE PTE. LTD. as Co-Issuer
By: ________
Name: Marina Demetriou
Title: Sole Director
STATUS: UNEXECUTED
D. Signature Pages — Guarantor Subsidiaries
1. Thalassa Dry Bulk Operations Ltd.
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
THALASSA DRY BULK OPERATIONS LTD. as Guarantor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
2. Thalassa Container Feeder Ltd.
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
THALASSA CONTAINER FEEDER LTD. as Guarantor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
3. Thalassa Port Services FZCO
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
THALASSA PORT SERVICES FZCO as Guarantor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
4. Thalassa Freight Solutions Pte. Ltd.
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
THALASSA FREIGHT SOLUTIONS PTE. LTD. as Guarantor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
E. Signature Page — Kallistratos Maritime Holdings Ltd.
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
KALLISTRATOS MARITIME HOLDINGS LTD. as Limited Parent Guarantor
By: ________
Name: Dimitrios Kallistratos
Title: Director
STATUS: UNEXECUTED
F. Signature Page — Anchor Bay Securities LLC
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
ANCHOR BAY SECURITIES LLC as Lead Initial Purchaser
By: ________
Name: Marcus Reinhardt
Title: Managing Director
STATUS: UNEXECUTED
G. Signature Page — Halcyon Partners International Ltd.
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
HALCYON PARTNERS INTERNATIONAL LTD. as Co-Initial Purchaser
By: ________
Name: James Ogilvie
Title: Managing Director
STATUS: UNEXECUTED
VI. TAB 4 — INTERCREDITOR AGREEMENT (NEAR-FINAL, 3RD DRAFT)
A. Document Description
Full Title: Intercreditor Agreement, dated as of [●], 2022, among Thalassa Shipping & Logistics SA, Thalassa Finance Pte. Ltd. (as Co-Issuers), the Guarantors named therein, Atlas Collateral Agency Pte. Ltd. (as Security Agent), and Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (as Trustee)
Draft Version: Near-Final, 3rd Draft
Date: September 15, 2022
Governing Law: Laws of the Republic of Singapore
Summary: The Intercreditor Agreement governs the relationship among the secured parties, the Security Agent, and the Trustee with respect to the collateral securing the Notes. The agreement establishes (i) the priority of claims of the holders of the Notes and any permitted hedging counterparties, (ii) enforcement standstill mechanics, pursuant to which enforcement action by any individual secured party is subject to a 180-day standstill period following notification to the Security Agent, (iii) the waterfall of proceeds upon any enforcement of security, setting forth the order of application of proceeds (including Security Agent costs and expenses, Trustee fees and expenses, holders of the Notes pro rata, permitted hedging obligations, and residual amounts to the Co-Issuers), and (iv) the treatment of permitted hedging obligations as obligations secured by the collateral on a pari passu basis with the Notes, subject to a cap of $25,000,000 in aggregate notional amount. The first draft of the Intercreditor Agreement was circulated on August 22, 2022, and the 3rd Draft dated September 15, 2022 reflected comments received from the Trustee, the Security Agent, and the Initial Purchasers.
The following signature pages have been assembled in anticipation of closing. Each is marked UNEXECUTED.
B. Signature Page — Thalassa Shipping & Logistics SA
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INTERCREDITOR AGREEMENT
THALASSA SHIPPING & LOGISTICS SA
By: ________
Name: Spyros Andreou
Title: Chief Executive Officer
By: ________
Name: Marina Demetriou
Title: Chief Financial Officer
STATUS: UNEXECUTED
C. Signature Page — Thalassa Finance Pte. Ltd.
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INTERCREDITOR AGREEMENT
THALASSA FINANCE PTE. LTD.
By: ________
Name: Marina Demetriou
Title: Sole Director
STATUS: UNEXECUTED
D. Signature Pages — Guarantor Subsidiaries
1. Thalassa Dry Bulk Operations Ltd.
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INTERCREDITOR AGREEMENT
THALASSA DRY BULK OPERATIONS LTD. as Guarantor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
2. Thalassa Container Feeder Ltd.
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INTERCREDITOR AGREEMENT
THALASSA CONTAINER FEEDER LTD. as Guarantor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
3. Thalassa Port Services FZCO
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INTERCREDITOR AGREEMENT
THALASSA PORT SERVICES FZCO as Guarantor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
4. Thalassa Freight Solutions Pte. Ltd.
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INTERCREDITOR AGREEMENT
THALASSA FREIGHT SOLUTIONS PTE. LTD. as Guarantor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
E. Signature Page — Atlas Collateral Agency Pte. Ltd. (as Security Agent)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INTERCREDITOR AGREEMENT
ATLAS COLLATERAL AGENCY PTE. LTD. as Security Agent
By: ________
Name: Karen Ng
Title: Associate Director, Collateral Services
STATUS: UNEXECUTED
F. Signature Page — Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (as Trustee)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO INTERCREDITOR AGREEMENT
Marlowe Asset Management TRUST COMPANY OF SINGAPORE PTE. LTD. as Trustee
By: ________
Name: Richard Tan
Title: Vice President, Corporate Trust
STATUS: UNEXECUTED
VII. TAB 5 — SECURITY DOCUMENTS
Sub-Tab 5A — Deed of Ship Mortgage (Form — Singapore Law)
A. Document Description
Full Title: Form of Deed of Ship Mortgage, to be entered into between the relevant fleet-owning subsidiary (as Mortgagor) and Atlas Collateral Agency Pte. Ltd. (as Mortgagee and Security Agent)
Draft Version: Near-Final Form
Date: August 30, 2022
Summary: The form of Deed of Ship Mortgage is intended to be used for the creation of a first-priority statutory and contractual ship mortgage over each of the 28 Collateral Vessels in favor of the Security Agent, for the benefit of the holders of the Notes and the other secured parties. The 28 Collateral Vessels were appraised by Compass Marine Valuations Ltd. at an aggregate fair market value of $1,175,000,000 as of June 2022, out of a total fleet of 50 vessels valued at $1,820,000,000 in the same appraisal. Individual vessel-specific deeds were to be completed at closing with the vessel name, flag state, official number, IMO number, port of registry, gross tonnage, net tonnage, and registration details for each Collateral Vessel. The form signature pages assembled herein are intended to serve as the basis for execution of each vessel-specific deed upon closing.
The mortgagor for 22 of the Collateral Vessels (dry bulk carriers) was to be Thalassa Dry Bulk Operations Ltd. (Malta). The mortgagor for the remaining Collateral Vessels (container feeder vessels to the extent designated as Collateral Vessels) was to be Thalassa Container Feeder Ltd. (Marshall Islands). Of the 12 vessels held by TCF, up to 6 were designated as Collateral Vessels at the time of the near-final documentation.
The following form signature pages have been assembled in anticipation of closing. Each is marked UNEXECUTED.
B. Signature Page — Mortgagor (Relevant Fleet-Owning Subsidiary)
Thalassa Dry Bulk Operations Ltd.  
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO DEED OF SHIP MORTGAGE Vessel: [●]
THALASSA DRY BULK OPERATIONS LTD. as Mortgagor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
Thalassa Container Feeder Ltd.  
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO DEED OF SHIP MORTGAGE Vessel: [●]
THALASSA CONTAINER FEEDER LTD. as Mortgagor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
C. Signature Page — Atlas Collateral Agency Pte. Ltd. (as Mortgagee / Security Agent)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO DEED OF SHIP MORTGAGE Vessel: [●]
ATLAS COLLATERAL AGENCY PTE. LTD. as Mortgagee and Security Agent
By: ________
Name: Karen Ng
Title: Associate Director, Collateral Services
STATUS: UNEXECUTED
Sub-Tab 5B — Deed of Assignment of Earnings and Insurances (Form)
A. Document Description
Full Title: Form of Deed of Assignment of Earnings and Insurances, to be entered into between the relevant fleet-owning subsidiary (as Assignor) and Atlas Collateral Agency Pte. Ltd. (as Assignee and Security Agent)
Draft Version: Near-Final Form
Date: August 30, 2022
Summary: The form of Deed of Assignment of Earnings and Insurances provides for a first-priority assignment of all charter hire, freight revenue, demurrage, deadfreight, insurance proceeds (including hull and machinery insurance, protection and indemnity insurance, war risk insurance, and loss of hire insurance), and requisition compensation payable in respect of each Collateral Vessel. The assignment is made in favor of Atlas Collateral Agency Pte. Ltd. as Security Agent, for the benefit of the holders of the Notes and the other secured parties under the Intercreditor Agreement. Individual vessel-specific deeds were to be completed at closing with the specific vessel information, charter details, and insurance policy information for each Collateral Vessel.
The following form signature pages have been assembled in anticipation of closing. Each is marked UNEXECUTED.
B. Signature Page — Assignor (Fleet-Owning Subsidiary)
Thalassa Dry Bulk Operations Ltd.  
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO DEED OF ASSIGNMENT OF EARNINGS AND INSURANCES Vessel: [●]
THALASSA DRY BULK OPERATIONS LTD. as Assignor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
Thalassa Container Feeder Ltd.  
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO DEED OF ASSIGNMENT OF EARNINGS AND INSURANCES Vessel: [●]
THALASSA CONTAINER FEEDER LTD. as Assignor
By: ________
Name: ________
Title: Authorized Signatory
STATUS: UNEXECUTED
C. Signature Page — Atlas Collateral Agency Pte. Ltd. (as Assignee / Security Agent)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO DEED OF ASSIGNMENT OF EARNINGS AND INSURANCES Vessel: [●]
ATLAS COLLATERAL AGENCY PTE. LTD. as Assignee and Security Agent
By: ________
Name: Karen Ng
Title: Associate Director, Collateral Services
STATUS: UNEXECUTED
Sub-Tab 5C — Share Pledge Agreement — Thalassa Finance Pte. Ltd.
A. Document Description
Full Title: Share Pledge Agreement, to be entered into between Thalassa Shipping & Logistics SA (as Pledgor) and Atlas Collateral Agency Pte. Ltd. (as Pledgee and Security Agent)
Draft Version: Near-Final
Date: September 8, 2022
Governing Law: Laws of the Republic of Singapore
Summary: The Share Pledge Agreement provides for a first-priority pledge by Thalassa Shipping & Logistics SA over 100% of the issued and outstanding shares of Thalassa Finance Pte. Ltd. (UEN 202209345K) in favor of Atlas Collateral Agency Pte. Ltd. as Security Agent, for the benefit of the holders of the Notes and the other secured parties. The pledge extends to all dividends, distributions, and other rights arising from or attributable to the pledged shares. The Share Pledge Agreement includes customary provisions regarding the voting rights of the pledgor during the subsistence of the pledge (retained by the pledgor absent an event of default), restrictions on transfer, and remedies upon enforcement.
The following signature pages have been assembled in anticipation of closing. Each is marked UNEXECUTED.
B. Signature Page — Thalassa Shipping & Logistics SA (as Pledgor)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO SHARE PLEDGE AGREEMENT — THALASSA FINANCE PTE. LTD.
THALASSA SHIPPING & LOGISTICS SA as Pledgor
By: ________
Name: Spyros Andreou
Title: Chief Executive Officer
By: ________
Name: Marina Demetriou
Title: Chief Financial Officer
STATUS: UNEXECUTED
C. Signature Page — Atlas Collateral Agency Pte. Ltd. (as Pledgee / Security Agent)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO SHARE PLEDGE AGREEMENT — THALASSA FINANCE PTE. LTD.
ATLAS COLLATERAL AGENCY PTE. LTD. as Pledgee and Security Agent
By: ________
Name: Karen Ng
Title: Associate Director, Collateral Services
STATUS: UNEXECUTED
Sub-Tab 5D — Share Pledge Agreements — Fleet-Owning Guarantor Subsidiaries (Form)
A. Document Description
Full Title: Form of Share Pledge Agreement, to be entered into between Thalassa Shipping & Logistics SA and/or Thalassa Finance Pte. Ltd. (as applicable) (as Pledgor) and Atlas Collateral Agency Pte. Ltd. (as Pledgee and Security Agent)
Draft Version: Near-Final Form
Date: September 8, 2022
Summary: The form of Share Pledge Agreement provides for a first-priority pledge of 100% of the issued and outstanding equity interests in each of the fleet-owning Guarantor Subsidiaries in favor of Atlas Collateral Agency Pte. Ltd. as Security Agent. Separate pledge agreements were to be executed for each of the following entities, with the pledgor being TSL and/or TFPL as the direct shareholder in each case:
(a) Thalassa Dry Bulk Operations Ltd. (Malta) — 100% equity pledged by TSL;
(b) Thalassa Container Feeder Ltd. (Marshall Islands) — 100% equity pledged by TSL;
(c) Thalassa Port Services FZCO (Dubai, UAE) — 100% equity pledged by TFPL; and
(d) Thalassa Freight Solutions Pte. Ltd. (Singapore) — 100% equity pledged by TFPL.
The following form signature pages have been assembled in anticipation of closing. Each is marked UNEXECUTED.
B. Signature Pages — Pledgor (TSL and/or TFPL as applicable)
Thalassa Shipping & Logistics SA (as Pledgor).  
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO SHARE PLEDGE AGREEMENT — [FLEET-OWNING SUBSIDIARY]
THALASSA SHIPPING & LOGISTICS SA as Pledgor
By: ________
Name: Spyros Andreou
Title: Chief Executive Officer
By: ________
Name: Marina Demetriou
Title: Chief Financial Officer
STATUS: UNEXECUTED
Thalassa Finance Pte. Ltd. (as Pledgor, where applicable).  
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO SHARE PLEDGE AGREEMENT — [FLEET-OWNING SUBSIDIARY]
THALASSA FINANCE PTE. LTD. as Pledgor
By: ________
Name: Marina Demetriou
Title: Sole Director
STATUS: UNEXECUTED
C. Signature Page — Atlas Collateral Agency Pte. Ltd. (as Pledgee / Security Agent)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO SHARE PLEDGE AGREEMENT — [FLEET-OWNING SUBSIDIARY]
ATLAS COLLATERAL AGENCY PTE. LTD. as Pledgee and Security Agent
By: ________
Name: Karen Ng
Title: Associate Director, Collateral Services
STATUS: UNEXECUTED
Sub-Tab 5E — Assignment of Intercompany Loan Receivables
A. Document Description
Full Title: Deed of Assignment of Intercompany Loan Receivables, to be entered into between Thalassa Finance Pte. Ltd. (as Assignor) and Atlas Collateral Agency Pte. Ltd. (as Assignee and Security Agent)
Draft Version: Near-Final
Date: September 10, 2022
Summary: The Deed of Assignment provides for a first-priority assignment by Thalassa Finance Pte. Ltd. of $365,000,000 in aggregate intercompany loan receivables owed by the fleet-owning subsidiaries (TDBO, TCF, TPS, and TFS) to TFPL, in favor of Atlas Collateral Agency Pte. Ltd. as Security Agent, as first-priority security for the Notes. The intercompany loans were advanced by TFPL to the fleet-owning subsidiaries to fund vessel acquisitions and working capital requirements and are documented under individual intercompany loan agreements between TFPL and each fleet-owning subsidiary. The assigned receivables include all principal, interest, fees, and other amounts payable under the intercompany loan agreements. The assignment is subject to the terms of the Intercreditor Agreement and is intended to operate as a continuing security assignment until the Notes and all other secured obligations have been satisfied in full.
The following signature pages have been assembled in anticipation of closing. Each is marked UNEXECUTED.
B. Signature Page — Thalassa Finance Pte. Ltd. (as Assignor)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO DEED OF ASSIGNMENT OF INTERCOMPANY LOAN RECEIVABLES
THALASSA FINANCE PTE. LTD. as Assignor
By: ________
Name: Marina Demetriou
Title: Sole Director
STATUS: UNEXECUTED
C. Signature Page — Atlas Collateral Agency Pte. Ltd. (as Assignee / Security Agent)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO DEED OF ASSIGNMENT OF INTERCOMPANY LOAN RECEIVABLES
ATLAS COLLATERAL AGENCY PTE. LTD. as Assignee and Security Agent
By: ________
Name: Karen Ng
Title: Associate Director, Collateral Services
STATUS: UNEXECUTED
VIII. TAB 6 — PAYING AGENT AND TRANSFER AGENT AGREEMENT (NEAR-FINAL DRAFT)
A. Document Description
Full Title: Paying Agent and Transfer Agent Agreement, dated as of [●], 2022, among Thalassa Shipping & Logistics SA, Thalassa Finance Pte. Ltd. (as Co-Issuers), and Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (in its capacity as Paying Agent and Transfer Agent)
Draft Version: Near-Final
Date: September 14, 2022
Summary: The Paying Agent and Transfer Agent Agreement sets forth the terms upon which Marlowe Asset Management Trust Company of Singapore Pte. Ltd. is appointed to act as paying agent and transfer agent for the Notes. The agreement covers (i) payment mechanics for the semi-annual interest payments and principal repayment at maturity, (ii) procedures for the transfer and exchange of Notes, (iii) replacement of agents, (iv) compensation of the Paying Agent and Transfer Agent, including an acceptance fee of $25,000 and an annual fee of $15,000, payable by the Co-Issuers, and (v) customary indemnification and exculpation provisions in favor of the agent. The agreement was in near-final form as of September 14, 2022 and was subject to final conformance with the terms of the Indenture.
The following signature pages have been assembled in anticipation of closing. Each is marked UNEXECUTED.
B. Signature Page — Thalassa Shipping & Logistics SA (as Co-Issuer)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO PAYING AGENT AND TRANSFER AGENT AGREEMENT
THALASSA SHIPPING & LOGISTICS SA as Co-Issuer
By: ________
Name: Spyros Andreou
Title: Chief Executive Officer
By: ________
Name: Marina Demetriou
Title: Chief Financial Officer
STATUS: UNEXECUTED
C. Signature Page — Thalassa Finance Pte. Ltd. (as Co-Issuer)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO PAYING AGENT AND TRANSFER AGENT AGREEMENT
THALASSA FINANCE PTE. LTD. as Co-Issuer
By: ________
Name: Marina Demetriou
Title: Sole Director
STATUS: UNEXECUTED
D. Signature Page — Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (as Paying Agent and Transfer Agent)
[UNEXECUTED — FOR REFERENCE ONLY]
SIGNATURE PAGE TO PAYING AGENT AND TRANSFER AGENT AGREEMENT
Marlowe Asset Management TRUST COMPANY OF SINGAPORE PTE. LTD. as Paying Agent and Transfer Agent
By: ________
Name: Richard Tan
Title: Vice President, Corporate Trust
STATUS: UNEXECUTED
IX. SUMMARY TABLE OF ASSEMBLED SIGNATURE PAGES
The following table provides a comprehensive summary of all signature pages assembled in this Closing Memorandum. All signature pages are UNEXECUTED.
Total individual signature pages assembled: 51
Summary of parties with signature pages assembled:
1.  Thalassa Shipping & Logistics SA — Signing parties: Spyros Andreou (CEO) and Marina Demetriou (CFO)
2.  Thalassa Finance Pte. Ltd. — Signing party: Marina Demetriou (Sole Director)
3.  Thalassa Dry Bulk Operations Ltd. — Authorized signatory to be designated at closing
4.  Thalassa Container Feeder Ltd. — Authorized signatory to be designated at closing
5.  Thalassa Port Services FZCO — Authorized signatory to be designated at closing
6.  Thalassa Freight Solutions Pte. Ltd. — Authorized signatory to be designated at closing
7.  Kallistratos Maritime Holdings Ltd. — Signing party: Dimitrios Kallistratos (Director)
8.  Anchor Bay Securities LLC — Signing party: Marcus Reinhardt (Managing Director)
9.  Halcyon Partners International Ltd. — Signing party: James Ogilvie (Managing Director)
10.  Marlowe Asset Management Trust Company of Singapore Pte. Ltd. — Signing party: Richard Tan (Vice President, Corporate Trust)
11.  Atlas Collateral Agency Pte. Ltd. — Signing party: Karen Ng (Associate Director, Collateral Services)
X. NOTES ON CLOSING CONDITIONS AND OUTSTANDING ITEMS
A. Documents Not Included in Signature Page Package
The following documents and deliverables are required as conditions precedent to closing of the Offering but were not subject to pre-execution assembly of signature pages. These items were to be prepared or delivered at or prior to closing and are not included in this Closing Memorandum:
1.  Legal Opinions.
(a) Calderwood & Harkness LLP (New York, NY) — Opinion of issuer's U.S. counsel regarding validity and enforceability of the Notes under the Indenture, no registration required under the Securities Act, and related matters. To be delivered at closing.
(b) Delphi & Karidis LLP (Athens, Greece) — Opinion of issuer's Greek counsel regarding due organization, corporate power, and authority of TSL under Greek law, validity of TSL's execution of transaction documents, and absence of conflict with applicable Greek law. To be delivered at closing.
(c) Rajendra & Osman LLP (Singapore) — Opinion of issuer's Singapore counsel regarding due incorporation and existence of TFPL and TFS under Singapore law, validity of Singapore-law governed transaction documents, enforceability of the Indenture and Security Documents under Singapore law, and perfection of Singapore-law security interests. To be delivered at closing.
2.  Negative Assurance (10b-5) Letter. Whitfield & Crane LLP (New York, NY) — Negative assurance letter addressed to the Initial Purchasers regarding the Offering Memorandum, customary for Rule 144A offerings. To be delivered at closing.
3.  Comfort Letter. Kestrel & White Chartered Accountants (Piraeus, Greece) — Comfort letter addressed to the Initial Purchasers regarding the financial statements and certain financial data included in the Offering Memorandum. A comfort letter request was delivered to Kestrel & White on August 1, 2022. The comfort letter itself was to be delivered at closing, together with a bring-down comfort letter delivered on the closing date.
4.  Officers' Certificate. Certificate of the Co-Issuers, to be executed at closing by Spyros Andreou (CEO) and Marina Demetriou (CFO), certifying as to the accuracy of representations and warranties, compliance with covenants, and the absence of any event of default or material adverse change. A form of the Officers' Certificate was prepared by Calderwood & Harkness LLP but was not included in the signature page package as it was to be executed only at closing.
5.  Payoff Letters. Payoff letters from (i) Meridian Maritime Bank AG (attention: Hans-Peter Gerber) in respect of the $190,000,000 revolving credit and term loan facility, and (ii) Clearwater Shipping Finance Ltd. (attention: Emma Blackwood) in respect of the $120,000,000 secured term loan facility, setting forth the exact payoff amounts (including accrued interest, fees, and any prepayment premiums), wire transfer instructions, and lien release mechanics. Draft payoff letter requests were prepared by Calderwood & Harkness LLP but were never transmitted to the lenders.
6.  Rating Confirmation Letters. Confirmation letters from Polaris Ratings Group Ltd. (analyst: Carl Johansson) and Oceanic Credit Assessments Inc. (analyst: Linda Park) confirming the final ratings assigned to the Notes. As noted in Section I.E above, the preliminary ratings assigned by both agencies (B+ (stable) and B1 (stable), respectively) were placed on hold in early November 2022 and have not been reactivated.
7.  SGX-ST Listing Application. Application to the Singapore Exchange Securities Trading Limited for listing of the Notes on the SGX-ST. The listing application was never filed.
8.  Fleet Appraisal. Desktop fleet appraisal by Compass Marine Valuations Ltd. (contact: Robert Hargreaves), dated June 2022, providing fair market valuations for the full 50-vessel fleet ($1,820,000,000 in aggregate) and the 28 Collateral Vessels ($1,175,000,000 in aggregate). The June 2022 appraisal has been completed and is on file, but would need to be refreshed upon reactivation of the Offering.
B. Outstanding Conditions Precedent Not Satisfied
As of the date of this Closing Memorandum and through the date of the formal suspension of the Offering on November 14, 2022, the following conditions precedent to closing remained outstanding and unsatisfied:
1.  Board Resolutions — TSL. No executed board resolutions of the board of directors of Thalassa Shipping & Logistics SA authorizing the Offering, the execution and delivery of the transaction documents, and related matters. A draft form of board resolution was prepared by Calderwood & Harkness LLP and circulated to Alexandros Theodorakis, General Counsel of TSL, for review, but the resolution was never finalized or executed.
2.  Sole Director Resolutions — TFPL. No executed sole director resolutions of the sole director of Thalassa Finance Pte. Ltd. authorizing TFPL's participation as Co-Issuer, the execution of the transaction documents, and related matters.
3.  Bring-Down Comfort Letter. No bring-down comfort letter from Kestrel & White Chartered Accountants (the initial comfort letter was also never delivered, as it was to be delivered at closing).
4.  Bring-Down Officer's Certificate. No bring-down officer's certificate of the Co-Issuers dated as of the closing date.
5.  Confirmation of Ratings. No confirmation of final ratings from Polaris Ratings Group Ltd. or Oceanic Credit Assessments Inc. Both agencies placed their respective preliminary ratings on hold (Polaris on November 2, 2022; OCA on November 4, 2022).
6.  Evidence of Wire Transfers. No evidence of wire transfers in connection with the application of proceeds of the Offering, including payoff of the Meridian Maritime Bank AG and Clearwater Shipping Finance Ltd. facilities.
7.  Vessel-Specific Ship Mortgage Documentation. No completed vessel-specific ship mortgage deeds or deeds of assignment of earnings and insurances. Only form signature pages were assembled (see Tab 5A and Tab 5B above). Individual vessel-specific documentation was to be completed with vessel names, flag states, IMO numbers, and registration details at or immediately prior to closing.
8.  Corporate Authorizations — Guarantor Subsidiaries. No executed corporate authorizations (board resolutions or equivalent) from any of the four Guarantor Subsidiaries.
9.  Good Standing Certificates / Certificates of Incumbency. No certificates of good standing, certificates of incumbency, or equivalent documentation obtained from any jurisdiction.
10.  Perfection Steps. No perfection steps taken in respect of any Security Documents, including filing of financing statements, registration of ship mortgages, or notation of pledges on share registers.
XI. REACTIVATION INSTRUCTIONS
The following file note has been prepared by Brendan Walsh, Lead Associate, Capital Markets, Calderwood & Harkness LLP, for inclusion in the dormant matter file. This note supplements the Dormancy Memorandum dated December 1, 2022 (prepared by Brendan Walsh and approved by Robert Adeyemi, Responsible Partner), as updated on September 8, 2023, and the Dormancy Status Update Memorandum dated June 10, 2024 (prepared by Brendan Walsh following a status call with TSL management).
FILE NOTE — REACTIVATION PROCEDURES
Matter No.: 1044-00004 Client No.: 80214-TSL Prepared by: Brendan Walsh, Lead Associate, Capital Markets Last Updated: June 10, 2024
Upon reactivation of the Offering by the Co-Issuers, the following steps will be required. This checklist should be reviewed by the Responsible Partner and updated as appropriate at the time of reactivation:
1.  Update Financial Disclosure. All financial disclosure in the Offering Memorandum will need to be updated. The last twelve months ("LTM") revenue of $687,400,000 and LTM Adjusted EBITDA of $214,600,000 as presented in the near-final Offering Memorandum (based on financial data through June 30, 2022) will be stale. Refreshed audited annual financial statements and interim unaudited financial statements will be required, together with a new or updated comfort letter from Kestrel & White Chartered Accountants (Piraeus, Greece). Calderwood & Harkness should coordinate with Kestrel & White early in the reactivation process to establish a new comfort letter timeline.
2.  Re-Engage Rating Agencies. Contact Polaris Ratings Group Ltd. (analyst: Carl Johansson) and Oceanic Credit Assessments Inc. (analyst: Linda Park) to reactivate and refresh the preliminary ratings. Both agencies placed their respective ratings on hold in early November 2022 (Polaris on November 2, 2022; OCA on November 4, 2022). Updated financial information, fleet data, and market outlook will need to be provided to the agencies, and new rating committee presentations may be required. There is no assurance that either agency will assign the same ratings as the preliminary ratings issued in August 2022.
3.  Commission Updated Fleet Appraisal. Contact Compass Marine Valuations Ltd. (Robert Hargreaves) to commission an updated fleet appraisal. The desktop appraisal dated June 2022 valued the total fleet at $1,820,000,000 and the 28 Collateral Vessels at $1,175,000,000. Given the passage of time and changes in the dry bulk and container feeder markets since June 2022, these valuations will be outdated and cannot be relied upon for purposes of a reactivated offering. An updated appraisal will be necessary to confirm the collateral coverage ratio and to update the Offering Memorandum. Consideration should be given to whether a physical inspection-based appraisal (rather than a desktop valuation) is warranted.
4.  Confirm Payoff Amounts. Contact Meridian Maritime Bank AG (Hans-Peter Gerber) and Clearwater Shipping Finance Ltd. (Emma Blackwood) to confirm current outstanding amounts under the facilities to be refinanced. The amounts outstanding at the time of the original Offering ($190,000,000 and $120,000,000, respectively) may have changed due to scheduled amortization, facility amendments, or other developments. Updated payoff letters will be required, including confirmation of any prepayment premiums, breakage costs, and lien release mechanics.
5.  Confirm Corporate Structure and Ownership. Confirm the continued validity of all corporate authorizations and the absence of material changes in the corporate structure, capitalization, and ownership of TSL and its subsidiaries. As of the date of the near-final Offering Memorandum, the ownership structure of TSL was as follows: 72.5% held by Kallistratos Maritime Holdings Ltd. (KMH); 18.0% held by Pelagos Fund III (a closed-end investment fund managed by Pelagos Capital Management LP); and 9.5% held by management and employees under the TSL Employee Share Option Plan (ESOP). Any changes in this ownership structure, or in the composition of the fleet (additions, dispositions, or changes in flag state), will need to be reflected in updated documentation.
6.  Refresh Legal Opinions. All legal opinions to be delivered at closing (from Calderwood & Harkness LLP, Delphi & Karidis LLP, and Rajendra & Osman LLP) will need to be refreshed or re-issued as of the new closing date. Local counsel in Malta (for TDBO), the marshall Islands (for TCF), and Dubai (for TPS) may also need to be engaged or re-engaged to provide opinions regarding the Guarantor Subsidiaries and the perfection of security in those jurisdictions.
7.  Reconfirm Trustee and Security Agent Willingness to Act. Contact Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (Richard Tan) and Atlas Collateral Agency Pte. Ltd. (Karen Ng) to confirm their willingness to continue to act as Trustee and Security Agent, respectively, upon reactivation of the Offering. Confirm any changes to their fee schedules or standard terms since October 2022.
8.  Confirm No Material Changes in Applicable Law. Review with local counsel in each relevant jurisdiction (Singapore, Greece, British Virgin Islands, Malta, marshall Islands, and Dubai/UAE) to confirm that there have been no material changes in applicable law since the near-final documentation was prepared in September 2022 that would require substantive amendments to the transaction documents. Particular attention should be paid to any changes in Singapore securities law, Singaporean trust company regulations, Greek corporate law (including any amendments to the Greek corporate governance code applicable to sociétés anonymes), and BVI business companies legislation.
9.  TSL Reactivation Contingency. As communicated by TSL management during the status call on June 10, 2024, TSL has indicated a potential reactivation timeline of Q1 2025, contingent upon the Baltic Dry Index sustaining above 2,000 on a trailing 90-day average basis. Calderwood & Harkness should maintain periodic contact with Alexandros Theodorakis (General Counsel, TSL) and Marina Demetriou (CFO, TSL/TFPL) to monitor developments.
10.  Coordinate with Whitfield & Crane LLP. Contact Thomas Whitfield III at Whitfield & Crane LLP (New York, NY) to coordinate refreshed due diligence on the Offering Memorandum and preparation of an updated 10b-5 negative assurance letter. A new due diligence session will be required, including management interviews, document reviews, and a review of all material contracts, litigation, and regulatory matters affecting the Thalassa group.
End of File Note — Reactivation Procedures
XII. CERTIFICATION / FILE NOTE
CERTIFICATION AND FILE NOTE
This Closing Memorandum and the assembled signature pages contained herein are maintained in the records of Calderwood & Harkness LLP as part of the dormant matter file for Matter No. 1044-00004 (Client No. 80214-TSL). No document in this package has been executed. The offering of $400,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 by Thalassa Shipping & Logistics SA and Thalassa Finance Pte. Ltd. (as Co-Issuers) was formally suspended on November 14, 2022. This package should be treated as confidential and privileged and should not be distributed, copied, or disclosed to any person outside of Calderwood & Harkness LLP without the prior written authorization of the Responsible Partner.
This Closing Memorandum was originally assembled in October 2022 in anticipation of the closing originally targeted for October 15, 2022. It has been reviewed periodically in connection with the firm's dormant matter file maintenance procedures.
All inquiries regarding this matter should be directed to:
Robert Adeyemi, Partner Capital Markets Group Calderwood & Harkness LLP 125 Broad Street, New York, NY 10004 Telephone: +1 (212) 558-4000
Email: radeyemi@calderwoodharkness.com
Prepared by:
________________________________________
Brendan Walsh Lead Associate, Capital Markets Calderwood & Harkness LLP
Date of Assembly: October 2022
Reviewed and Approved by:
________________________________________
Robert Adeyemi Responsible Partner, Capital Markets Calderwood & Harkness LLP
Date of Last Review: June 2024
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT
Calderwood & Harkness LLP | 125 Broad Street, New York, NY 10004 | Matter No. 1044-00004 | Client No. 80214-TSL
Term | Description
Aggregate Principal Amount | $400,000,000
Coupon | 8.750% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2023
Maturity Date | October 15, 2029
Issue Price | 98.00% of par (original issue discount of 2.00%)
Gross Proceeds | $392,000,000
Yield to Maturity | Approximately 9.12%
Minimum Denomination | $200,000 and integral multiples of $1,000 in excess thereof
Form — Rule 144A | Global notes to be held through The Depository Trust Company ("DTC"); CUSIP: 87265T AA1; ISIN: US87265TAA10
Form — Regulation S | Global notes to be held through Stonefield Industries and Westmark & Co.; ISIN: XS2498731056; Common Code: 249873105
Governing Law | Laws of the Republic of Singapore
Listing | Application to be made for listing on the Singapore Exchange Securities Trading Limited ("SGX-ST") (application never filed; see Section III.E below)
Preliminary Rating — Polaris | B+ (stable outlook), assigned August 8, 2022 by Polaris Ratings Group Ltd.; placed on hold November 2, 2022
Preliminary Rating — OCA | B1 (stable outlook), assigned August 10, 2022 by Oceanic Credit Assessments Inc.; placed on hold November 4, 2022
Initial Purchaser discount | 2.00% of par ($8,000,000 in the aggregate)
Use | Amount
Refinancing of Meridian Maritime Bank AG revolving credit and term loan facility (including accrued interest and breakage costs) | $190,000,000
Refinancing of Clearwater Shipping Finance Ltd. secured term loan facility (including accrued interest and prepayment premium) | $120,000,000
General corporate purposes and fleet capital expenditures (including drydocking, ballast water treatment system installations, and scrubber retrofits) | $72,000,000
Estimated fees, expenses, and original issue discount (including Initial Purchaser discount of $8,000,000 and estimated legal, accounting, trustee, rating agency, and listing fees of approximately $10,000,000) | $18,000,000
Total | $400,000,000
Tab | Document Title | Draft Version | Date of Near-Final Version | Parties | No. of Signature Pages | Execut