Business Context and Reporting Period
This Form 8-K filing by Broadstone Net Lease, Inc. reports on events occurring on March 29, 2019. The Company is a real estate investment trust focused on net leased properties. The report details the completion of a monthly closing for its ongoing private offering of common stock.
Key Financial Metrics and Capital Activity
- Capital Raised: The Company sold 235,294.109 shares of common stock at $85.00 per share, generating aggregate proceeds of $20,000,000.00.
- Investment Cap: The Company maintains a $20.0 million monthly cap on new and additional investments, which was reached in this closing.
- Subscription Queue: Following the closing, approximately $34,653,507.14 in subscriptions remained in queue for subsequent closings.
- Outstanding Equity: As of March 29, 2019, there were 22,875,396.246 shares of common stock issued and outstanding.
- DRIP Activity: On March 15, 2019, the Distribution Reinvestment Plan (DRIP) issued 61,654.382 shares at $83.30 per share (a 2% discount to the $85.00 Determined Share Value), generating $5,135,812.21 in proceeds.
- Operating Company Structure: There were 24,612,443.332 units of membership interest in the Operating Company outstanding. Noncontrolling interests held by third parties represented approximately 7.06% of these units.
Material Changes and Use of Proceeds
The primary material change is the increase in outstanding shares and cash proceeds from the private placement. The filing states that 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 sale was conducted under the exemption from registration provided by Rule 506(c) under Regulation D.
Guidance, Outlook, and Risks
The filing does not provide specific forward-looking financial guidance, revenue projections, or margin analysis. The outlook is operational, focusing on the deployment of capital into new properties. The filing notes that the monthly investment cap applies only to new or additional investments and excludes DRIP proceeds or equity capital from UPREIT transactions. No specific risks or contingencies beyond standard regulatory disclosures were detailed in this specific report.
Key Facts for Investor Verification
- Verify the deployment of the $20 million raised in the March 29 closing into specific net leased properties.
- Monitor the $34.65 million subscription queue to estimate future capital raises and potential dilution.
- Review subsequent filings for details on the "additional borrowings" mentioned as a supplement to equity proceeds.
- Confirm the status of the 7.06% noncontrolling interest in the Operating Company and any potential conversion events.