Business Context and Reporting Period
This Form 8-K filing by Broadstone Net Lease, Inc. reports on events occurring on January 31, 2019. The Company is a real estate investment trust focused on net leased properties. The report details the completion of a monthly closing of its ongoing private offering of common stock.
Key Financial Metrics
- Capital Raised: $20,000,000.00 in aggregate proceeds from the January 31, 2019 closing.
- Shares Issued (Private Offering): 232,558.138 shares at a weighted average price of $86.00 per share.
- Shares Issued (DRIP): 57,785.337 shares issued on January 15, 2019, generating $4,870,147.63 at $84.28 per share.
- Total Outstanding Common Stock: 22,304,093.877 shares as of January 31, 2019.
- Operating Company Units: 24,041,140.963 units outstanding, with 7.23% held as noncontrolling interests.
- Subscription Queue: Approximately $12,659,981.81 in subscriptions held for subsequent closings at $86.00 per share.
Note: This filing does not provide data on revenue, profit, cash flow, margins, debt levels, or liquidity ratios.
Material Changes
The primary material change is the increase in outstanding equity following the January 31, 2019 closing. The Company sold 232,558.138 new shares, increasing the total share count. Additionally, the Company maintains a $20.0 million monthly cap on new investments, which was reached in this closing.
Outlook, Management Commentary, and Risks
- Use of Proceeds: Management intends to use substantially all net proceeds, supplemented by borrowings, to invest in additional net leased properties and for general corporate purposes.
- Offering Structure: Sales are conducted under Rule 506(c) of Regulation D. The Company continues to close sales monthly.
- UPREIT Transactions: The monthly investment cap does not apply to equity capital received via UPREIT transactions.
- DRIP Discount: Shares issued via the Distribution Reinvestment Plan were priced at a 2% discount to the Determined Share Value.
Investor Verification Checklist
- Verify the utilization of the $20 million raised for specific property acquisitions in subsequent filings.
- Confirm the status of the $12.66 million in queued subscriptions and their expected closing dates.
- Review the impact of the 2% DRIP discount on shareholder dilution compared to the private offering price.
- Check periodic reports (10-Q/10-K) for details on the "additional borrowings" mentioned as a supplement to equity proceeds.