Business Context and Reporting Period
This Form 8-K filing by Broadstone Net Lease, Inc. reports on events occurring on April 30, 2019. The Company is a net lease real estate investment trust (REIT) incorporated in Maryland. The report details the completion of a monthly closing of its ongoing private offering of common stock.
Key Financial Metrics and Capital Activity
- Equity Raised: $20,000,000.00 in aggregate proceeds from the April 30, 2019 closing.
- Shares Issued (Private Offering): 235,294.113 shares at a purchase price of $85.00 per share.
- Shares Issued (DRIP): 62,716.664 shares issued on April 15, 2019, generating $5,224,297.36 in proceeds at $83.30 per share (a 2% discount to the $85.00 Determined Share Value).
- Total Outstanding Common Stock: 23,173,407.023 shares as of April 30, 2019.
- Operating Company Units: 24,910,454.109 units outstanding, with approximately 6.97% held as noncontrolling interests.
- Investment Cap: A $20.0 million monthly cap applies to new and additional investments (excluding DRIP and UPREIT transactions).
- Subscription Queue: $40,831,223.14 in subscriptions held for subsequent closings following the March closing.
Material Changes and Use of Proceeds
The primary material change is the increase in outstanding equity and cash proceeds from the private placement. The Company intends to use substantially all net proceeds from this closing, supplemented by additional borrowings, to invest in additional net leased properties and for general corporate purposes. The filing notes that the sale was conducted under the exemption from registration provided by Rule 506(c) under Regulation D.
Outlook and Management Commentary
Management indicates that the Company continues to close sales of additional shares of common stock on a monthly basis. The filing confirms the ongoing nature of the private offering and the existence of a queue program for subscriptions exceeding the monthly investment cap. No specific forward-looking financial guidance or risk factors beyond standard operational descriptions were detailed in this specific 8-K text.
Investor Verification Checklist
- Verify the current status of the $40.8 million subscription queue and expected closing dates.
- Confirm the impact of the new equity issuance on the Company's share count and potential dilution.
- Review the Company's leverage ratios to assess the "additional borrowings" mentioned for property acquisitions.
- Check subsequent filings for the deployment of the $20 million raised in this closing.
- Monitor the percentage of noncontrolling interests in the Operating Company, currently at approximately 6.97%.