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 Companys 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.
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