Business Context and Reporting Period
This Form 8-K filing by Broadstone Net Lease, Inc. reports on events occurring on December 29, 2017. The Company is a net lease real estate investment trust focused on investing in 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: The Company sold 156,976.972 shares of common stock at $81.00 per share, generating aggregate proceeds of $12,715,133.83.
- Outstanding Equity: As of December 29, 2017, there were 18,909,256.926 shares of common stock issued and outstanding.
- Operating Company Structure: There were 20,460,714.856 units of membership interest in the subsidiary Operating Company. The Company owns approximately 92.42%, with noncontrolling interests holding approximately 7.58%.
- DRIP Activity: On December 15, 2017, 47,704.332 shares were issued via the Distribution Reinvestment Plan (DRIP) at $79.38 per share (a 2% discount to the $81.00 share value), generating $3,786,798.12 in proceeds.
Note: This filing does not provide data on revenue, profit, cash flow, margins, or debt levels.
Material Changes
The primary material change is the increase in outstanding common stock and capitalization resulting from the December 29, 2017, private offering closing. The filing notes that the Company continues to close sales of additional shares monthly.
Guidance, Outlook, and Use of Proceeds
The Company intends to use substantially all net proceeds from this closing and future closings, supplemented by additional borrowings, to:
- Invest in additional net leased properties.
- Fund general corporate purposes.
The sale was conducted under the exemption from registration provided by Rule 506(c) under Regulation D.
Investor Verification Checklist
- Verify the total aggregate proceeds raised in the ongoing private offering for the full year 2017.
- Confirm the current total debt levels and leverage ratios, as this filing only mentions the intent to use "additional borrowings."
- Review the specific properties acquired with the proceeds from this closing in subsequent filings.
- Monitor the percentage of noncontrolling interests in the Operating Company to assess potential dilution or conversion impacts.