UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of The Securities Exchange Act of 1934
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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 ☐
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| 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 February 18, 2020 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Jefferies LLC, RBC Capital Markets, LLC, and SunTrust Robinson Humphrey, Inc. as representatives of the several underwriters named therein, whereby the Company agreed to sell $400 million aggregate principal amount of 2.500% notes due 2030 (the “2030 Notes”) and $300 million aggregate principal amount of 3.100% notes due 2050 (the “2050 Notes” and, together with the 2030 Notes, the “Notes”) in an underwritten public offering. The offering of the Notes closed on March 3, 2020. Concurrently with the closing of the offering and issuance of the Notes, the Company entered into an Eighteenth 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. 333-223141), filed by the Company with the Securities and Exchange Commission (“SEC”) on February 22, 2018 (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 2030 Notes will mature on April 15, 2030, and the 2050 Notes will mature on April 15, 2050. The 2030 Notes will bear interest at a rate of 2.500% per annum, and the 2050 Notes will bear interest at a rate of 3.100% per annum. Interest on the Notes is payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2020. The net proceeds from the offering were approximately $685.5 million. The Company intends to use the net proceeds from the offering to redeem all of its outstanding 3.800% Notes due 2022, to repay all of the outstanding indebtedness under its credit facility and 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. Copies of the form of the 2030 Notes and the form of the 2050 Notes are attached to this Current Report on Form 8-K as Exhibits 4.2 and 4.3, respectively, each of which 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 |
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| 4.1 |
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| 8.1 |
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| 23.1 |
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| 23.2 |
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| 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: March 3, 2020