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NNN > SEC Filings for NNN > Form 8-K on 28-Mar-2013All Recent SEC Filings

Show all filings for NATIONAL RETAIL PROPERTIES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for NATIONAL RETAIL PROPERTIES, INC.


28-Mar-2013

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On March 28, 2013, National Retail Properties, Inc. (the "Company") entered into separate equity distribution agreements (collectively, the "Agreements") with each of Cantor Fitzgerald & Co., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Robert W. Baird & Co. Incorporated and Stifel, Nicolaus & Company, Incorporated (collectively, the "Managers"). Under the terms of the Agreements, the Company may issue and sell, from time to time, up to 9,000,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share, through the Managers, acting as agent and/or principal.

Sales of the Shares, if any, will be made by means of ordinary brokers' transactions at market prices, in block transactions, or as otherwise agreed with the Managers. The Company will pay each Manager a commission that will not exceed 2.0% of the gross sales price per Share of the Shares sold through such Manager as agent under the applicable Agreement. Under the terms of the Agreements, the Company may also sell Shares to any of the Managers as principal for its own account at a price agreed upon at the time of sale. If the Company sells Shares to a Manager as principal, the Company will enter into a separate terms agreement with the applicable Manager.

The Managers are not required to sell any specific number or dollar amount of the Shares, but will use reasonable efforts, as agents and subject to the terms of the Agreements, to sell the Shares, as instructed by the Company.

The form of the Agreements is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the material terms of the Agreements is qualified in its entirety by reference to such exhibit.



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. 333-179696) of the Company and are filed herewith for incorporation by reference into such Registration Statement.

 1.1    Form of Equity Distribution Agreement, dated March 28, 2013, between the
        Company and each of Cantor Fitzgerald & Co., Raymond James & Associates,
        Inc., RBC Capital Markets, LLC, Robert W. Baird & Co. Incorporated and
        Stifel, Nicolaus & Company, Incorporated

 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).


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