Business Context and Reporting Period
This Form 8-K filing by Broadstone Net Lease, Inc. reports on events occurring on August 31, 2017. The Company is a net lease real estate investment trust focused on acquiring and managing net leased properties.
Key Financial Metrics and Capital Activity
- Equity Offering Proceeds: The Company sold 343,178.629 shares of common stock at $80.00 per share, generating aggregate proceeds of $27,454,290.31.
- DRIP Proceeds: On August 15, 2017, the Distribution Reinvestment Plan (DRIP) issued 44,661.595 shares at $78.40 per share (a 2% discount to the $80.00 Determined Share Value), generating $3,501,468.97.
- Capital Structure: As of August 31, 2017, there were 17,940,780.487 shares of common stock outstanding. The Operating Company had 19,470,829.763 membership units outstanding, with the Company owning approximately 92.14% and noncontrolling interests holding 7.86%.
- Use of Proceeds: Net proceeds are intended for investing in additional net leased properties and general corporate purposes, supplemented by borrowings.
Material Changes
The primary material change reported is the increase in outstanding equity due to the monthly private offering closing and the DRIP issuance. The filing does not provide comparative financial data (revenue, profit, or cash flow) for prior periods as this is a current report regarding a specific capital event rather than a periodic financial statement.
Guidance, Outlook, and Risks
- Outlook: Management intends to continue monthly closings of its private offering to fund property acquisitions.
- Regulatory Status: The share sales were conducted under the exemption from registration provided by Rule 506(c) under Regulation D.
- Contingencies: Membership units in the Operating Company are convertible on a one-for-one basis into common stock, subject to certain limitations.
Investor Verification Checklist
- Verify the total capital raised in the ongoing private offering since the last reporting period.
- Confirm the current Determined Share Value and the discount rate applied to the DRIP.
- Review the specific properties acquired with the $27.45 million in proceeds from this closing.
- Assess the impact of the 7.86% noncontrolling interest on future earnings per share calculations.