Item 8.01. Other Events.
On December 6, 2016, National Retail Properties, Inc. (the Company) announced an underwritten public offering of $350.0
million aggregate principal amount of 3.60% Notes due 2026 (the Notes) pursuant to an underwriting agreement, dated December 5, 2016 (the Underwriting Agreement), among the Company and Citigroup Global Markets Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, SunTrust Robinson Humphrey, Inc. 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 between the Company and U.S. Bank National Association, as trustee, which will be supplemented by a fifteenth supplemental indenture. The offering is expected to close on December 12, 2016, subject
to customary closing conditions.
The net proceeds from the offering are expected to be approximately $342.9 million. The Company intends
to use the net proceeds from the offering to repay all of the outstanding indebtedness under its credit facility. In addition, the Company intends to use the remainder of the net proceeds from the offering to fund future property acquisitions and
for general corporate purposes.
The Notes offered will be senior unsecured obligations of the Company and will rank equally with all of
the Companys other existing and future senior indebtedness. The Notes will bear interest at 3.60% per annum. Interest on the Notes will be payable semi-annually on June 15 and December 15, commencing June 15, 2017. The
Notes will mature on December 15, 2026.
The Notes are registered under the Securities Act of 1933, as amended, pursuant to the
Registration Statement on Form S-3 (File No. 333-202237), filed by the Company with the Securities and Exchange Commission (SEC) on February 23, 2015.
The summary of the Underwriting Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety
by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements:
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 Companys 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 Companys other SEC filings, including, but not limited
to, the Companys 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 Companys current operating plans,
intentions, expectations and estimates. Actual outcomes and operating results may differ, in some cases materially, from what is expressed or forecast in this Current Report on Form 8-K. 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 made.