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): November 3, 2009
NATIONAL RETAIL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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001-11290
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56-1431377 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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450 South Orange Avenue
Suite 900
Orlando, Florida
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32801 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (407) 265-7348
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. |
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Entry into a Material Definitive Agreement. |
National Retail Properties, Inc. (the Company) entered into that certain Credit Agreement,
dated as of November 3, 2009 (the Credit Agreement), with Wells Fargo Bank, National Association,
as Administrative Agent, and a syndicate of lenders named therein.
The Credit Agreement provides for an initial $400 million unsecured revolving credit facility
with an accordion feature up to $100 million that the Company may exercise at its option, thus
increasing the maximum borrowing capacity to $500 million under the Credit Agreement. The Credit
Agreement matures on November 2, 2012, subject to a one-year extension exercisable at the option of
the Company, and bears interest on a tiered interest rate structure up to a maximum of 340 basis
points over LIBOR (subject to a 1.0% LIBOR floor) based on the Companys credit ratings. The
Credit Agreement will initially bear interest at a rate of LIBOR (subject to a 1.0% LIBOR floor)
plus 280 basis points based on the Companys current credit ratings.
The Credit Agreement replaces that certain Eighth Amended and Restated Credit Agreement, dated
as of December 13, 2005 (the Old Credit Agreement), by and among the Company, Wachovia Bank,
National Association, as Administrative Agent, and a syndicate of lenders named therein. The Old
Credit Agreement provided for a $400 million unsecured revolving credit facility. The Old Credit
Agreement was scheduled to terminate on May 8, 2010.
The Credit Agreement contains, as did the Old Credit Agreement, certain (a) restrictive
covenants, including, but not limited to, restrictions on the incurrence of additional indebtedness
and liens, the ability to make certain payments and investments and the ability to enter into
certain merger, consolidation, asset sale and affiliate transactions and (b) financial maintenance
covenants, including, but not limited to, a maximum leverage ratio, a minimum fixed charge coverage
ratio and a maximum secured indebtedness ratio. The Credit Agreement also contains, as did the Old
Credit Agreement, representations and warranties, affirmative covenants and events of default,
including certain cross defaults with the Companys other indebtedness, customary for an agreement
of its type. As is customary, certain events of default could result in an acceleration of the
Companys obligations under the Credit Agreement.
The foregoing summary is not an exhaustive description of the terms of the Credit Agreement,
which is attached hereto as Exhibit 10.1, and such summary is qualified in its entirety by
reference to the attached Credit Agreement.
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Item 1.02. |
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Termination of a Material Definitive Agreement. |
The disclosure required by this Item 1.02 is included in Item 1.01 above and is incorporated
herein by reference.
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Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant. |
The disclosure required by this Item 2.03 is included in Item 1.01 above and is incorporated
herein by reference.
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Item 9.01. |
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Financial Statements and Exhibits. |
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10.1 |
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Credit Agreement, dated as of November 3, 2009, by and among National
Retail Properties, Inc., Wells Fargo Bank, National Association, as
Administrative Agent, and a syndicate of lenders named therein. |