FWP

Free Writing Prospectus

   Registration Statement No. 333-132095

Dated October 5, 2006

   Filed Pursuant to Rule 433 of the Securities Act of 1933

FINAL TERM SHEET

National Retail Properties, Inc.

Depositary Shares Each Representing 1/100th of a share of

7.375% Series C Cumulative Redeemable Preferred Stock

 

Issuer:

   National Retail Properties, Inc.   

Security:

   Depositary Shares each representing 1/100th of a share of 7.375% Series C Cumulative Redeemable Preferred Stock   

Shares Offered:

  

3,200,000 depositary shares

   

Over-allotment Shares:

  

480,000 depositary shares

   

Public Offering Price:

   $25.00 per depositary share; $80,000,000 total (not including over-allotment option)   

Underwriting Discounts

and Commissions:

   $0.7875 per depositary share; $2,520,000 total (not including over-allotment option)   

Proceeds to the Issuer (before expenses):

   $24.2125 per depositary share; $77,480,000 total (not including over-allotment option)   

Estimated Issuer Expenses:

   $200,000, excluding underwriting discounts and commissions   

Use of Proceeds:

   Issuer intends to use approximately $44.5 million of the net proceeds from this offering to redeem its 9% Non-Voting Series A Preferred Stock, redeemable on December 31, 2006, and the remainder to reduce the principal balance under the unsecured revolving credit facility   

Bookrunners:

  

Stifel, Nicolaus & Company, Incorporated

A.G. Edwards & Sons, Inc.

Raymond James & Associates, Inc.

   

Co-managers:

  

BB&T Capital Markets, a division of Scott & Stringfellow, Inc.

Comerica Securities, Inc.

PNC Capital Markets LLC

Wells Fargo Securities, LLC

   

Underwriting Allocation:

  

Stifel, Nicolaus & Company, Incorporated

    880,000
 

A.G. Edwards & Sons, Inc.

    880,000
 

Raymond James & Associates, Inc.

    880,000
 

BB&T Capital Markets, a division of Scott & Stringfellow, Inc.

    320,000
 

Comerica Securities, Inc.

    80,000
 

PNC Capital Markets LLC

    80,000
  Wells Fargo Securities, LLC    80,000

Redemption:

   At the Issuer’s option on or after October 12, 2011 (subject to certain additional optional redemption rights described in prospectus supplement).   

Dividend Rights:

    7.375% of the liquidation preference per annum, cumulative from October 12, 2006 (subject to step-up to 8.375% under certain circumstances as described in the prospectus supplement).   

Dividend Payment Dates:

    Quarterly on March 15, June 15, September 15 and December 15 of each year, beginning December 15, 2006   

Settlement Date:

    October 12, 2006   

Selling Concession:

    Not to exceed $0.50 per depositary share   

Reallowance to Other Dealers:

   

Not to exceed $0.45 per depositary share

   

Type of Security:

   

SEC Registered

   

CUSIP Number:

   

637417403

   

ISIN Number:

   

US6374174034

   

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any Underwriter or any dealer participating in the offering will arrange to send to you the prospectus if you request it by calling Stifel, Nicolaus & Company, Incorporated toll-free 1-800-729-6888, A.G. Edwards & Sons, Inc. toll-free 1-800-278-5373, or Raymond James & Associates, Inc. toll-free 1-800-248-2586.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.