6-K
TSAKOS ENERGY NAVIGATION LTD (TEN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2021
Commission File Number 001-31236
TSAKOS ENERGY NAVIGATION LIMITED
(Translation of registrant’s name into English)
367 SyngrouAvenue, 175 64 P. Faliro, Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
TSAKOS ENERGY NAVIGATION LIMITED
FORM 6-K
This report on Form 6-K is hereby incorporated by reference into the following Registration Statements of the Company:
| • | Registration Statement on Form F-3 (No. 333-240253) filed with the SEC on July 31, 2020; |
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| • | Registration Statement on Form F-3 (No. 333-234279) filed with the SEC on October 21, 2019; |
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| • | Registration Statement on Form F-3 (No. 333-206852) filed with the SEC on September 9, 2015; |
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| • | Registration Statement on Form F-3 (No. 333-111615) filed with the SEC on December 30, 2003; |
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| • | Registration Statement on Form S-8 (No. 333-183007) initially filed with the SEC on August 2, 2012, as amended; |
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| • | Registration Statement on Form S-8 (No. 333-134306) initially filed with the SEC on May 19, 2006, as amended; |
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| • | Registration Statement on Form S-8 (No. 333-104062) filed with the SEC on March 27, 2003; and |
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| • | Registration Statement on Form S-8 (No. 333-102860) filed with the SEC on January 31, 2003. |
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1
Sales Agreement Amendment
On October 29, 2021, Tsakos Energy Navigation Limited (the “Company”) entered into an amendment to its at-the-market equity offering sales agreement, dated May 5, 2021, with DNB Markets, Inc. and Virtu Americas LLC, as sales agents (as so amended, the “Amended Sales Agreement”), pursuant to which the Company increased by an additional $100.0 million the aggregate offering price of its common shares, par value $5.00 per share (the “Common Shares”), 8.75% Series D Cumulative Redeemable Perpetual Preferred Shares, par value $1.00 per share, liquidation preference $25.00 per share (the “Series D Preferred Shares”), Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares, par value $1.00 per share, liquidation preference $25.00 per share (the “Series E Preferred Shares”) and Series F Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares, par value $1.00 per share, liquidation preference $25.00 per share (the “Series F Preferred Shares” and together with the Common Shares, the Series D Preferred Shares and the Series E Preferred Shares, the “Shares”) that it may offer and sell thereunder.
The Shares may be issued and sold from time to time through the sales agents pursuant to the Company’s shelf Registration Statement on Form F-3, as amended (No. 333-240253) (the “Registration Statement”). The Company has filed a prospectus supplement, dated October 29, 2021, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with respect to the Shares. Sales of the Shares, if any, under this prospectus supplement may be made in transactions that are deemed to be “at the market offerings” pursuant to Rule 415 under the Securities Act of 1933, as amended.
The Company will pay the sales agents a commission equal to 2.0% of the gross sales price per share for any Shares sold through the sales agents under the Amended Sales Agreement, and will reimburse the sales agents for up to $75,000 of expenses. We have provided the sales agents with customary indemnification and contribution rights.
Legal Opinion
In connection with the shares described above, the Company received an opinion of its Bermuda counsel, Conyers Dill & Pearman Limited, which is filed as Exhibit 5.1 hereto.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 29, 2021
| TSAKOS ENERGY NAVIGATION LIMITED | |
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| By: | /s/ George Saroglou |
| George Saroglou | |
| Chief Operating Officer |
EX-1.1
Exhibit 1.1
AMENDMENT NO. 1 TO AT-THE-MARKET EQUITY OFFERING SALESAGREEMENT
October 29, 2021
DNB MARKETS, INC.
30 Hudson Yards
New York, New York 10001
VIRTU AMERICAS LLC
One Liberty Plaza
165 Broadway
New York, NY 10006
Ladies and Gentlemen:
Tsakos Energy Navigation Limited, a Bermuda exempted company (the “Company”) and DNB Markets, Inc. and Virtu Americas LLC (collectively, the “Agents”) are parties to that certain At-the-Market Equity Offering Sales Agreement dated May 5, 20201 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement pursuant to the terms of this amendment No. 1 to the Original Agreement (this “Amendment No. 1”) as follows:
The reference to $50,000,000 in the first paragraph of the Original Agreement is hereby replaced with $100,000,000.
The reference to $75,000 in Section 5 of the Original Agreement refers to the reasonable fees and disbursements of counsel to the Agents incurred on and after October 21, 2021.
All references to “May 5, 2021” set forth in the Original Agreement are revised to read “May 5, 2021 (as amended by Amendment No. 1 to At-the-Market Equity Offering Sales Agreement, dated October 29, 2021).
Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.
Entire Agreement; Amendment; Severability. This Amendment No. 1 to the Original Agreement together with the Original Agreement (including all schedules and exhibits attached hereto and thereto and Placement Notices issued pursuant hereto and thereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement as amended by this Amendment No. 1; provided, however, that all references to “date of this Agreement” in the Original Agreement shall continue to refer to the date of the Original Agreement.
Applicable Law; Consent to Jurisdiction. This amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under this amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
Waiver of Jury Trial. The Company and the Agent each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this amendment or any transaction contemplated hereby.
Counterparts. This amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed amendment by one party to the other may be made by facsimile transmission.
[Remainder of Page Intentionally Blank]
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If the foregoing correctly sets forth the understanding among the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding amendment to the Original Agreement between the Company and the Agent.
| Very truly yours, | |
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| TSAKOS ENERGY NAVIGATION LIMITED | |
| By: | /s/ Paul Durham |
| Name: Paul Durham | |
| Title: Chief Financial Officer | |
| DNB MARKETS, INC. | |
| By: | /s/ Theodore S. Jadick, Jr. |
| Name: Theodore S. Jadick, Jr. | |
| Title: President | |
| DNB MARKETS, INC. | |
| By: | /s/ Jae Kwon |
| Name: Jae Kwon | |
| Title: Managing Director | |
| VIRTU AMERICAS LLC | |
| By: | /s/ Joshua R. Feldman |
| Name: Joshua R. Feldman | |
| Title: Managing Director |
[Signature page to Amendment No. 1 to At-the-Market Equity Offering Sales Agreement]
EX-5.1
Exhibit 5.1
| CONYERS DILL & PEARMAN LIMITED<br> <br><br><br><br>Clarendon House, 2 Church Street<br> <br>Hamilton HM 11, Bermuda<br><br><br><br> <br>Mail: PO Box HM 666, Hamilton HM CX, Bermuda T +1 441 295 1422<br><br><br><br> <br>conyers.com |
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29 October 2021
Tsakos Energy Navigation Limited
367 Syngrou Avenue
175 64 P. Faliro
Athens
Greece
Dear Sirs,
Re: Tsakos Energy Navigation Limited (the“Company”)
We have acted as special Bermuda legal counsel to the Company in connection with the increase to the previously approved issuance and sale by the Company of up to an aggregate of US$50,000,000 of the Company’s Common Shares with a par value of US$5.00 per share (the “Common Shares”), the Company’s 8.75% Series D Cumulative Redeemable Perpetual Preferred Shares with a par value of US$1.00 per share (the “Series D Preferred Shares”), Series E Fixed-to-Floating Cumulative Redeemable Perpetual Preferred Shares with a par value of US$1.00 (the “Series E Shares”) and the Series F Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares with a par value of US$1.00 (the “Series F Shares” and, together with the Common Shares, the Series D Preferred Shares and the Series E Preferred Shares (the “Shares”), from time to time in at-the-market transactions, block trades or negotiated transactions (the “Previous Offering”) to a new offering size of US$100,000,000 worth of Shares (the “Offering”) as described in the original prospectus supplement dated August 7, 2021 as further amended by a prospectus supplement dated 29 October 2021 (collectively, the “Prospectus Supplement”) to the prospectus (the “Prospectus”) included in the Registration Statement on Form F-3 (File No. 333-240253) and pursuant to an at-the-market equity offering sales agreement between (i) the Company; (ii) Virtu Americas LLC (“Virtu”); and (iii) DNB Markets, Inc. (“DNB”) (Virtu and DNB hereinafter referred to collectively as the “Agents”), dated May 5, 2021 (the “Original Agreement”) as amended pursuant to Amendment No.1 to the At-the-Market Equity Offering Sales Agreement dated 29 October 2021 (the “October Agreement” and together with the Original Agreement, the “Agreement”).
For the purposes of giving this opinion, we have examined electronic copies of:
| (i) | an executed copy of the Agreement; |
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| (ii) | the base prospectus of the Company (the “Base Prospectus”, which term does not include any<br>other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) included in a registration statement on form F-3 (Registration No. 333-240253) (the “Registration Statement” which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule<br>thereto) filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 31, 2020, and declared effective by the Commission on August 7, 2020 relating to the registration under the U.S. Securities Act of<br>1933, as amended, (the “Securities Act”) of up to US$500,000,000 of securities; |
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| (iii) | the Prospectus Supplement relating to the Shares (collectively, with the Base Prospectus included in the<br>Registration Statement, referred to herein as the “Prospectus”); |
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| (iv) | a Certificate of Compliance issued by the Bermuda Registrar of Companies in respect of the Company dated<br>October 28, 2021; and |
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| (v) | a Secretary’s Certificate issued on behalf of the Company by the secretary of the Company dated<br>October 29, 2021. |
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We have also reviewed the following documents all certified as true by the secretary of the Company on October 29, 2021: (i) the certificate of incorporation, the memorandum of association and the bye-laws of the Company (together the “Constitutional Documents”), (ii) extracts from minutes of the meetings of the Company’s directors held on September 28, 2005 relating to the offering of the Company’s Common Shares; (iii) resolutions adopted by the Shareholders’ of the Company on May 8, 2013 and May 28, 2020; (iv) unanimous written resolutions of the Board of Directors of the Company dated September 21, 2012, approving the establishment of a committee of the Board of Directors with authority to issue and sell, from time to time, amongst other things, preference shares, and to determine the special rights and restrictions attaching to them and appointing D. John Stavropoulos, Michael Jolliffe and Nikolas Tsakos as the committee (the “Pricing Committee”); (v) unanimous written resolutions of the Board of Directors of the Company dated June 12, 2014 appointing the new pricing committee and appointing Efstratios Georgios Arapoglou, Michael Jolliffe and Nikolas Tsakos as the new pricing committee (“NPC”) with authority to issue and sell, amongst other things, preference shares and to determine the special rights and restrictions attaching to the them; (vi) unanimous written resolutions of the NPC of the Board of Directors of the Company dated April 22, 2015 authorizing the issuance of the Class D Preferred Shares and including a Certificate of Designation of the terms of Series D Preferred Shares, (vii) unanimous written resolutions of the NPC of the Board of Directors of the Company dated 29 March 2017 authorizing the issuance of Series E Preferred Shares and including a Certificate of Designation of the terms of the Series E Preferred Shares; (viii) unanimous written resolutions of the Board of Directors of the Company dated July 28, 2017 appointing the new pricing committee and appointing Efstratios Georgios Arapoglou, Michael Jolliffe and Nikolas Tsakos as the new pricing committee (“ NPCII”) with authority to issue and sell, amongst other things, preference shares and to determine the special rights and restrictions attaching to the them; (ix) unanimous written
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resolutions of the NPC II of the Board of Directors of the Company dated 21 June 2018 authorizing the issuance of Series F Preferred Shares and including a Certificate of Designation of the terms of the Series F Preferred Shares; (x) unanimous written resolutions of the Board of Directors of the Company dated July 30, 2020 appointing the new pricing committee and appointing Efstratios Georgios Arapoglou, Michael Jolliffe and Nikolas Tsakos as the new pricing committee (“ NPC III”) with authority to issue and sell, amongst other things, preference shares and to determine the special rights and restrictions attaching to the them; (xi) unanimous written resolutions of the Board of Directors dated July 30, 2020 relating to the Registration Statement; (xii) extract from the minutes of the annual general meeting of the Company’s Shareholders held on 28 May 2020 relating to the consolidation of the Company’s common shares on a one-for-five basis; (xiii) unanimous written resolutions of the NPC III of the Board of Directors of the Company dated May 5, 2021 authorizing the Previous Offering; (xiv) unanimous written resolutions of the NPC III of the Board of Directors of the Company dated 21 July 2021 authorizing the increase of the designated number of Series F Preferred Shares; and (xv) unanimous written resolutions of the NPC III of the Board of Directors of the Company dated 27 October 2021 authorizing the Offering, and certain related matters including the Company’s entry into and execution of the Agreement (items (ii) through (xv) are referred to herein as the “Resolutions”) and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below. We have also reviewed a copy of the applicable permission letter from the Bermuda Monetary Association (“BMA”) dated 9 May 2008 and 13 August 2019 in respect of the Company (the “Company BMALetter”).
We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement, the Prospectus, the Agreement and other documents reviewed by us, (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, and (f) that upon issue of any shares to be sold by the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof.
“Non-assessability” is not a legal concept under Bermuda law, but when we describe the Shares herein as being “non- assessable” we mean, subject to any contrary provision in any agreement between the Company and any one of its members holding any of the Shares (but only with respect to such member), that no further sums are payable with respect to the issue of such Shares and no member shall be bound by an alteration in the Constitutional Documents after the date upon which it became a member if and so far as the alteration requires such member to take or subscribe for additional Shares or in any way increases its liability to contribute to the share capital of, or otherwise pay money to, the Company.
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We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Prospectus and Offering of Shares by the Company and is not to be relied upon in respect of any other matter.
On the basis of and subject to the foregoing, we are of the opinion that:
| 1. | The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that<br>it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).<br> |
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| 2. | When issued and paid for as contemplated by the Registration Statement, the Prospectus and the Agreement, the<br>Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).<br> |
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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully,
/s/ Conyers Dill & PearmanLimited
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