Item 8.01. Other Events.
On May 5, 2014, National Retail Properties, Inc. (the "Company") announced the
pricing of an underwritten public offering of $350.0 million aggregate principal
amount of 3.90% Notes due 2024 (the "Notes") pursuant to an underwriting
agreement, dated May 5, 2014 (the "Underwriting Agreement"), among the Company
and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and U.S. Bancorp Investments, Inc., as representatives of the
several underwriters named therein. The Notes will be governed by the Indenture
dated as of March 25, 1998 (the "Original Indenture") between the Company and
U.S. Bank National Association, as trustee (the "Trustee"), which will be
supplemented by a thirteenth supplemental indenture (the "Supplemental
Indenture," and together with the original Indenture, the "Indenture"). The
offering is expected to close on May 14, 2014, subject to the satisfaction of
customary closing conditions.
The net proceeds from the offering are expected to be approximately $346.2
million. The Company intends to use the net proceeds from the offering to repay
outstanding indebtedness under its credit facility, to fund future property
acquisitions and for general corporate purposes.
The Notes are registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to the Registration Statement on Form S-3 (File No.
333-179696) (the "Registration Statement"), filed by the Company with the
Securities and Exchange Commission (the "SEC") on February 24, 2012.
The Notes are senior unsecured obligations of the Company, mature on June 15,
2024 and rank equally with all of the Company's other existing and future senior
unsecured indebtedness. The Notes bear interest at 3.90% per annum. Interest on
the Notes is payable semi-annually on June 15 and December 15 of each year,
beginning on December 15, 2014.
The foregoing summaries of the of the Underwriting Agreement, Notes and the
Indenture in this Current Report on Form 8-K do not purport to be complete and
are qualified in their entirety by reference to the full text of the
Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form
8-K; the prospectus contained in the Registration Statement, as amended and
supplemented by the Prospectus Supplement dated May 5, 2014, relating to the
offer and sale of the Notes, filed on May 6, 2012 pursuant to Rule 424(b)(5)
under the Securities Act; the Original Indenture, which was filed as Exhibit 4.1
to the Company's Current Report on Form 8-K filed on March 20, 1998; the
Supplemental Indenture, which will be filed as an exhibit to a Current Report on
Form 8-K within four Business Days of the closing of the offering.
Statements in this current report that are not strictly historical are
"forward-looking" statements. Forward-looking statements involve known and
unknown risks, which may cause the Company's actual future results to differ
materially from expected results. For example, the fact that the offering has
priced may imply that the offering will close, but the closing is subject to
conditions customary in transactions of this type and may be delayed or may not
occur at all. Additional risks and information concerning those and other
factors that could cause actual results to differ materially from those
forward-looking statements are contained from time to time in the Company's
other Securities and Exchange Commission ("SEC") filings, including, but not
limited to, the Company's Annual Report on Form 10-K. Copies of such filings may
be obtained from the Company or the SEC. Such forward-looking statements should
be regarded solely as reflections of the Company's current operating plans,
intentions, expectations and estimates. Actual outcomes and operating results
may differ, in same cases materially, from what is expressed or forecast in this
current report. The Company undertakes no obligation to publicly release or
update the results of any revisions to these forward-looking statements that may
be made to reflect events or circumstances after the date these statements were
Item 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated May 5, 2014, among the Company and Wells
Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and U.S. Bancorp Investments, Inc., as representatives of the several
underwriters named therein.