8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2021

NATIONAL RETAIL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-11290

56-1431377

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


450 South Orange Avenue
Suite 900 Orlando, Florida		32801
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (407) 265-7348

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.01 par value	NNN	New York Stock Exchange
5.200% Series F Preferred Stock, $0.01 par value	NNN/PF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

National Retail Properties, Inc. (the “Company”) entered into an underwriting agreement, dated September 15, 2021 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, and Truist Securities, Inc. as representatives of the several underwriters named therein, whereby the Company agreed to sell $450 million aggregate principal amount of 3.000% notes due 2052 (the “Notes”) in an underwritten public offering. The offering of the Notes closed on September 24, 2021. Concurrently with the closing of the offering and issuance of the Notes, the Company entered into a Twentieth Supplemental Indenture (the “Supplemental Indenture”) to the Indenture dated as of March 25, 1998, as amended (the “Base Indenture,” and, together with the Supplemental Indenture, the “Indenture”), between the Company and U.S. Bank National Association, as successor trustee.

The Notes are registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form S-3 (File No. 333-240297), filed by the Company with the Securities and Exchange Commission (“SEC”) on August 3, 2020 (the “Registration Statement”).

The Notes are senior unsecured obligations of the Company and will rank equally with all of the Company’s other existing and future senior indebtedness. The Notes will mature on April 15, 2052 and bear interest at a rate of 3.000% per annum. Interest on the Notes is payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2022. The net proceeds from the offering were approximately $434.4 million, after deducting the underwriting discount and other estimated expenses of the offering payable by the Company. The Company intends to use the net proceeds from the offering to redeem all 13,800,000 outstanding depositary shares, each representing a 1/100th interest in a share of its 5.200% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Depositary Shares”) and the Series F Cumulative Redeemable Preferred Stock underlying the Depositary Shares, to fund future property acquisitions and for general corporate purposes.

The foregoing descriptions of the Notes, the Underwriting Agreement, and the Indenture do not purport to be complete and are qualified in their entirety by reference to the full text of the Notes, the Underwriting Agreement, and the Indenture. A copy of the Underwriting Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference. A copy of the Supplemental Indenture is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference. A copy of the form of the Note is attached to this Current Report on Form 8-K as Exhibit 4.2 and is incorporated herein by reference. A copy of the Base Indenture is filed with the SEC as Exhibit 4.2 to the Registration Statement and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


1.1		Underwriting Agreement, dated September 15, 2021, among the Company and BofA Securities, Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, and Truist Securities, Inc. as representatives of the several underwriters named therein.

4.1		The Twentieth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association.

4.2		Form of 3.000% Note due 2052.

5.1		Opinion of Pillsbury Winthrop Shaw Pittman LLP as to the legality of the securities being issued by the registrant.

8.1		Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding certain material tax issues relating to the registrant.

23.1		Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1).

23.2		Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 8.1 herewith (included in its opinion filed as Exhibit 8.1).

104.1		Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.


NATIONAL RETAIL PROPERTIES, INC.

By:		/s/ Kevin B. Habicht
Name:		Kevin B. Habicht
Title:		Executive Vice President and Chief Financial Officer

Dated: September 24, 2021

National Retail Properties filed SEC Form 8-K: Creation of a Direct Financial Obligation, Financial Statements and Exhibits