Form 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): November 29, 2011

 

 

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))

 

 

 

Item 8.01. Other Events.

On November 29, 2011, National Retail Properties, Inc. (the “Company”) entered into an Underwriting Agreement with Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), for the public offering of 7,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Company also granted the Underwriters an option to purchase up to 1,050,000 additional shares of Common Stock. The Representatives notified the Company of the Underwriters’ intent to exercise the full option to purchase 1,050,000 additional shares of Common Stock on November 30, 2011. The offering, including the settlement of the option shares, is expected to close on December 5, 2011.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

The exhibits listed in the following index relate to the Registration Statement on Form S-3 (No. 333-157583) of the Company and are filed herewith for incorporation by reference into such Registration Statement.

 

  1.1    Underwriting Agreement, dated November 29, 2011, by and among the Company and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as the representatives of the several underwriters named therein.
  5.1    Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the legality of the securities being issued by the Company.
  8.1    Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding certain material tax issues relating to the Company.
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).

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, Chief Financial Officer, Assistant Secretary and Treasurer  
Dated: December 5, 2011