SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

NATIONAL RETAIL PROPERTIES, INC.

(Name of Subject Company (Issuer))

NATIONAL RETAIL PROPERTIES, INC.

(Name of Filing Person (Offeror))

3.95% Convertible Senior Notes due 2026	637417 AA 4
(Title of Class of Securities)	(CUSIP Number of Class of Securities)

Kevin B. Habicht

Executive Vice President and Chief Financial Officer

National Retail Properties, Inc.

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

(407) 265-7348

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Jeffrey B. Grill, Esq.

Pillsbury Winthrop Shaw Pittman LLP

2300 N Street, NW

Washington, D.C. 20037

(202) 663-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$138,700,000	$16,103.07

* The transaction value is estimated only for purposes of calculating the filing fee. The purchase price of the 3.95% Convertible Senior Notes due 2026 (the “Securities”), as described herein, is equal to 100% of the principal amount of those Securities. As of August 14, 2011, there was $138,700,000 aggregate principal amount of the Securities outstanding, resulting in an aggregate maximum purchase price of $138,700,000.

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $116.10 per $1,000,000 of transaction value.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $16,103.07.	Filing party: National Retail Properties, Inc.
Form or Registration No.: Schedule TO-I.	Date filed: August 15, 2011.

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  x

INTRODUCTORY STATEMENT

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (“Schedule TO”) filed with the Securities and Exchange Commission on August 15, 2011, by National Retail Properties, Inc. (the “Company”) with respect to the right of each holder (the “Holder”) of the Company’s 3.95% Convertible Senior Notes due 2026 (the “Securities”) to sell and the obligation of the Company to purchase the Securities as set forth in the Issuer Put Right Notice for 3.95% Convertible Senior Notes due 2026, dated August 15, 2011 (the “Company Notice”) and the related notice materials filed as exhibits to the Schedule TO (which Company Notice and related notice materials, as amended or supplemented from time to time, collectively constitute the “Put Option”). This Amendment No. 1 constitutes the final amendment pursuant to Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.

The Put Option expired at 5:00 p.m., New York City time, on Tuesday, September 13, 2011, and any Securities previously surrendered by a Holder for purchase could be validly withdrawn at any time prior to 10:00 a.m., New York City time, on Monday, September 19, 2011. Based on final information provided to the Company by U.S. Bank National Association, the trustee and paying agent, none of the Securities were validly surrendered and not validly withdrawn pursuant to the Put Option.

Items 1 and 4.

These items and the information in the Company Notice are amended and supplemented by adding the following:

The Company was informed by the Paying Agent that as of 10:00 a.m., New York City time, on September 19, 2011, none of the Securities were validly surrendered and not validly withdrawn pursuant to the Put Option. Accordingly, none of the Securities were accepted for payment by the Company pursuant to the Put Option. Approximately $138.7 million aggregate principal amount of the Securities remains outstanding, and the terms and other provisions of the Indenture governing the Securities will remain unchanged.

Item 12. Exhibits.

(a)(1)(A) Issuer Put Right Notice for 3.95% Convertible Senior Notes due 2026, dated August 15, 2011.*

(a)(1)(B) Form W-9.*

(a)(5)(i) Press release issued by the Company on August 15, 2011.*

(a)(5)(ii) Press release issued by the Company on September 20, 2011.

(b) Amended and Restated Credit Agreement, dated as of May 25, 2011, by and among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 25, 2011 and filed with the Securities and Exchange Commission on June 1, 2011, and incorporated herein by reference).

(d)(1) Indenture, dated as of March 25, 1998, between the Registrant and U.S. Bank National Association (success to Wachovia Bank, National Association (formerly First Union National Bank)), as trustee (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-3 (Registration No. 333-132095) filed with the Securities and Exchange Commission on February 28, 2006, and incorporated herein by reference).

(d)(2) Seventh Supplemental Indenture, dated as of September 13, 2006, between the Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 7, 2006 and filed with the Securities and Exchange Commission on September 13, 2006, and incorporated herein by reference).

(g) None.

(h) None.

* Previously filed.

3

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NATIONAL RETAIL PROPERTIES, INC.
By:	/s/ Kevin B. Habicht
Name:	Kevin B. Habicht
Title:	Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer

Date: September 20, 2011

EXHIBIT INDEX

Exhibit Number	Description
99(a)(1)(A)	Issuer Put Right Notice for 3.95% Convertible Senior Notes due 2026, dated August 15, 2011.*
99(a)(1)(B)	Form W-9.*
99(a)(5)(i)	Press release issued by the Company on August 15, 2011.*
99(a)(5)(ii)	Press release issued by the Company on September 20, 2011.
99(b)	Amended and Restated Credit Agreement, dated as of May 25, 2011, by and among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 25, 2011 and filed with the Securities and Exchange Commission on June 1, 2011, and incorporated herein by reference).
99(d)(1)	Indenture, dated as of March 25, 1998, between the Registrant and U.S. Bank National Association (success to Wachovia Bank, National Association (formerly First Union National Bank)), as trustee (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-3 (Registration No. 333-132095) filed with the Securities and Exchange Commission on February 28, 2006, and incorporated herein by reference).
(99)(d)(2)	Seventh Supplemental Indenture, dated as of September 13, 2006, between the Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 7, 2006 and filed with the Securities and Exchange Commission on September 13, 2006, and incorporated herein by reference).

* Previously filed.

EX-99.(A)(5)(II)

Exhibit 99(a)(5)(ii)

NEWS RELEASE

For information contact:

Kevin B. Habicht

Chief Financial Officer

(407) 265-7348

FOR IMMEDIATE RELEASE

September 20, 2011

NATIONAL RETAIL PROPERTIES, INC.

ANNOUNCES EXPIRATION AND RESULTS OF PUT OPTION

FOR 3.95% CONVERTIBLE SENIOR NOTES

ORLANDO, Fla., September 20, 2011 – National Retail Properties, Inc. (NYSE: NNN) (the “Company”) today announced the expiration of the option of the holders of its outstanding 3.95% Convertible Senior Notes due 2026 (the “Notes”) to require the Company to purchase all or a portion of their Notes at par pursuant to the terms of the Notes and the indenture governing the Notes (the “Put Option”). Under the terms of the Put Option, holders of the Notes had the opportunity to surrender the Notes for purchase prior to or at 5:00 p.m., New York City time, on September 13, 2011, and had the opportunity to withdraw any Notes previously surrendered for purchase at any time prior to 10:00 a.m., New York City time, on September 19, 2011 (the “Withdrawal Date”).

As of the Withdrawal Date, none of the Notes were validly surrendered and not validly withdrawn, and therefore none of the Notes will be purchased by the Company pursuant to the Put Option. Approximately $138.7 million aggregate principal amount of the Notes remains outstanding, and the terms and other provisions of the indenture governing the Notes will remain unchanged. The next put option repurchase date for holders of the Notes is September 15, 2016.

This press release shall not constitute an offer to purchase or a solicitation of an offer to sell any securities, including the Notes. The offer to purchase the Notes was made only pursuant to the Issuer Put Right Notice dated August 15, 2011, and related documents which set forth the complete terms and conditions of the Put Option.

National Retail Properties invests primarily in high-quality retail properties subject generally to long-term, net leases. As of June 30, 2011, the company owned 1,248 Investment Properties in 46 states with a gross leasable area of approximately 13.6 million square feet. For more information on the company, visit www.nnnreit.com.

Statements in this press release that are not strictly historical are “forward-looking” statements. Forward-looking statements involve known and unknown risks, which may cause the company’s actual future results to differ materially from expected results. These risks include, among others, general

economic conditions, local real estate conditions, changes in interest rates, increases in operating costs, the preferences and financial condition of our tenants, the availability of capital, risks related to our status as a REIT, and the profitability of the company’s taxable subsidiary. Additional information concerning these and other factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the company’s Securities and Exchange Commission (“SEC”) filings, including, but not limited to, the company’s Annual Report on Form 10-K, as amended. Copies of each filing may be obtained from the Company or the SEC. Such forward-looking statements should be regarded solely as reflections of the Company’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. National Retail Properties undertakes no obligation to publicly release 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.

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