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):

July 26, 2011

TNP Strategic Retail Trust, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland	000-54376	90-0413866
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 Main Street, Suite 700

Irvine, California 92614

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (949) 833-8252

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:

¨ 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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on June 18, 2011, TNP Strategic Retail Trust, Inc. (the “Company”), through TNP SRT Topaz Marketplace, LLC, its indirect wholly owned subsidiary (“TNP SRT Topaz”), entered into an Assignment and Assumption Agreement with an affiliate of the Company whereby TNP SRT Topaz assumed the Real Estate Purchase Agreement and Escrow Instructions, dated April 29, 2011 (as amended, the “Purchase Agreement”), relating to the acquisition of a multitenant retail property located in Hesperia, California commonly known as the Topaz Marketplace (the “Topaz Property”) from Hesperia – Main Street, LLC, a third party seller (the “Seller”).

On July 26, 2011, TNP SRT Topaz and the Seller entered into the third amendment to the Purchase Agreement (the “Third Amendment”). The Third Amendment extends the outside date for the closing of the acquisition of the Topaz Property from August 1, 2011 to August 31, 2011.

The acquisition of the Topaz Property is subject to substantial conditions to closing, including: (1) the sale of a sufficient number of shares of the Company’s common stock in the Company’s public offering to fund a portion of the purchase price for the Topaz Property; (2) the Company’s ability to obtain appropriate financing for the acquisition of the Topaz Property on acceptable terms; and (3) the absence of a material adverse change to the Topaz Property prior to the date of the acquisition. There is no assurance that the Company will close the acquisition of the Topaz Property on the terms described above or at all.

Item 7.01 Regulation FD Disclosure.

On July 26, 2011, the Company distributed a press release announcing the completion of the acquisition of a retail property located in Chester, South Carolina from an affiliate of the Company’s sponsor, Thompson National Properties, LLC. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

On July 27, 2011, the Company distributed a business update letter to its stockholders. The full text of the letter is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press Release, dated July 26, 2011
99.2	TNP Strategic Retail Trust, Inc. letter to stockholders dated July 27, 2011

SIGNATURES

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.

	TNP STRATEGIC RETAIL TRUST, INC.
Date: August 1, 2011	By:	/s/ Jack R. Maurer
		Jack R. Maurer
		President

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release, dated July 26, 2011
99.2	TNP Strategic Retail Trust, Inc. letter to stockholders dated July 27, 2011

EX-99.1

Exhibit 99.1

PRESS RELEASE For Immediate Release CONTACT: Jill Swartz (949) 833-8252 Ext. 123 js@tnpre.com

TNP Strategic Retail Trust Acquires

BI-LO Grocery Store in Chester, South Carolina

IRVINE, Calif., (July 26, 2011) – TNP Strategic Retail Trust, Inc. (the “Company”), a public non-traded REIT that invests in grocery and drug-store anchored, multitenant necessity retail properties and other real estate–related assets, announced today the acquisition of a BI-LO grocery store, a 45,817 square foot freestanding building, located within the Chester Plaza Shopping Center in Chester, South Carolina.

Originally constructed in 1991, BI-LO remodeled and expanded the property by more than 15,000 square feet in 1999, adding a bakery, café and pharmacy. BI-LO will implement its “Clean and Bright” store modernization and upgrade program, spending approximately $1.5 million at the Chester location, including exterior paint, new signage, installing new wood flooring in the produce department and increasing marketing and coupon programs. These upgrades are anticipated to increase sales by approximately 20 to 25 percent. BI-LO has occupied this center for more than 19 years and has a long term lease in place through 2019 with options through 2039.

BI-LO is a leading food retailer in the Southeast that employs approximately 15,100 people and operates more than 200 supermarkets throughout North Carolina, South Carolina, Tennessee and Georgia.

“We found the Chester market attractive because of several new development projects we believe are bringing jobs and additional revenue to the local community, including a new $30 million state of the art facility for Southeastern Petroleum and a new $27 million research facility for the Insurance Center for Building Safety Research,” said Thompson National Properties’ senior vice president, acquisitions, Steve Corea.

more-more-more-more

Thompson National Properties, LLC

1900 Main Street, Suite 700 — Irvine, CA 92614 — T: (949) 833-8252 F: (949) 252-0212

www.tnpre.com

About TNP Strategic Retail Trust, Inc.

TNP Strategic Retail Trust, Inc. is a publicly registered non-traded REIT that invests in grocery and drug-store anchored, multitenant necessity retail properties, located primarily in the Western United States, and real estate related assets, including investment in or origination of mortgage, mezzanine, bridge and other loans related to commercial real estate. As of July 8, 2011, TNP Strategic Retail Trust has issued 3,554,060 shares of common stock. The Company currently pays a monthly distribution that equates to an annual 7 percent distribution. For more information regarding TNP Strategic Retail Trust, please visit www.tnpsrt.com.

About Thompson National Properties, LLC

Thompson National Properties, LLC (TNP) is an international real estate advisory company, specializing in the creation and management of real estate investment funds. TNP uses a variety of investment structures to fit the needs of its investors, which are designed for both institutional and high net worth individual. Thompson National Properties is also a leader in both property and asset management and receivership services, a key element in any successful commercial real estate investment in today’s lender-driven marketplace.

Headquartered in Irvine, California, Thompson National Properties was founded in April 2008 and has seven regional offices. As of July 26, 2011, Thompson National Properties manages a portfolio of 153 commercial properties, in 31 states, totaling more than 19.9 million square feet, on behalf of over 4,000 investor/owners with an overall purchase value of approximately $2.5 billion. TNP has expanded its operations to the Middle East to provide valuation and advisory services on over 2.3 million square feet of real estate in Saudi Arabia. For more information regarding Thompson National Properties, please visit www.tnpre.com.

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Thompson National Properties, LLC

1900 Main Street, Suite 700 — Irvine, CA 92614 — T: (949) 833-8252 F: (949) 252-0212

www.tnpre.com

EX-99.2

Exhibit 99.2

July 27, 2011

Re: TNP Strategic Retail Trust, Inc. - Second Quarter 2011 Results

Dear Advisor and Shareholder:

Thank you for your investment in TNP Strategic Retail Trust, Inc. (“SRT”). Thompson National Properties, LLC (“TNP”) is pleased to provide this update on SRT. Following are some highlights from the second quarter of 2011.

Loans or properties acquired		Two
Aggregate purchase price	$	33,000,000
Square feet of new properties		312,031
New tenants added		35
Annual gross income added	$	3,453,216
Shares purchased		680,635	Best quarter
Shareholders added		230	Most shareholders added

Pinehurst East

SRT’s purchase, through an UPREIT transaction, of the 114,000 square foot Bismarck, ND property added to our portfolio strong national tenants with increasing sales including – T.J. Max, Old Navy, Shoe Carnival and Five Guys Burgers. SRT acquired the property for $15 million of value in May.

Constitution Trail Loan Acquisition

During the quarter, SRT also purchased mortgages with an aggregate principal value of $42,000,000, secured by the 197,739 sq. ft. Schuck’s grocery anchored center in Normal, IL for $18 million. The acquisition included 28 acres of undeveloped land and free standing pads.

Pending Acquisition

Furthermore, SRT has contracted to acquire Topaz Marketplace, a 53,259 sq. ft. shopping center anchored by Fresh and Easy located in Southern California. The acquisition is currently scheduled to close in the third quarter.

Potential Pad Sales

Finally, SRT has received numerous offers from qualified buyers to purchase various fast food tenants’ pad buildings at substantial gains to SRT should the sales close. If sold, SRT intends to use these proceeds to acquire new properties under 1031 transactions.

We continue to see exciting opportunities to purchase newer, well located grocery anchored centers of similar caliber to the existing portfolio.

Please see enclosed new aerial pictures of Waianae Mall and Moreno Marketplace and the new residential and industrial developments which have recently been completed and are occupied bringing many more shoppers to SRT’s tenants! Waianae Mall is located approximately 8.5 miles up the road from the new Disney resort Aulani.

We thank you for your support and look forward to our continued growth. If you have any questions, please call me at (949) 648-8669.

Sincerely,

Anthony W. “Tony” Thompson

Chairman & CEO

Enclosures

This business update contains forward-looking statements within the meaning of federal securities laws and regulations. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to: an inability to identify appropriate options and funding for acquisitions and investments; volatility in the debt or equity markets affecting the Company’s ability to acquire or sell real estate assets; the Company’s inability to make interest and principal payments on its outstanding indebtedness; national and local economic and business conditions; the ability to maintain sufficient liquidity and the Company’s access to capital markets; the performance of real estate assets after they are acquired; and other risks and uncertainties associated with our business described in the Company’s filings with the Securities and Exchange Commission. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. The Company undertakes no obligation to update any forward-looking statement contained herein to conform the statement to actual results or changes in the Company’s expectations. This release should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent reports on Form 10-K, as amended, and Form 10-Q. Copies of these reports are available on our website and at www.sec.gov. This business update shall not constitute an offer to sell or the solicitation of an offer to buy securities.

Securities offered through TNP Securities, LLC. Member FINRA/ SIPC.

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