Business Context and Reporting Period
This Form 8-K filing by Broadstone Net Lease, Inc. reports on events occurring on May 31, 2018. 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 and provides an update on its capital structure and outstanding equity.
Key Financial Metrics and Capital Activity
- Equity Sale Proceeds: $14,325,592.25 raised from the sale of 173,162.722 shares at a weighted average price of $82.73 per share.
- DRIP Proceeds: $4,233,543.01 generated from the issuance of 53,332.657 shares on May 15, 2018, at $79.38 per share (a 2% discount to the Determined Share Value).
- Investment Cap: A $15 million monthly cap applies to new and additional investments, excluding DRIP and UPREIT transactions.
- Pending Queue: Approximately $8,717,748.00 in queued investments at a Determined Share Value of $83.00 per share.
- Outstanding Equity: 20,032,480.397 shares of common stock issued and outstanding as of May 31, 2018.
- Operating Company Units: 21,729,442.945 units outstanding, with the Company owning approximately 92.19% and noncontrolling interests holding 7.81%.
Material Changes and Use of Proceeds
The primary material change is the increase in outstanding shares and capital raised through the May 31 private placement and the May 15 DRIP issuance. The Company intends to use substantially all net proceeds from these closings, supplemented by additional borrowings, to invest in additional net leased properties and for general corporate purposes. The filing does not provide comparative financial metrics (revenue, profit, cash flow, or debt levels) for the prior period as this is a current report on a specific capital event rather than a periodic financial statement.
Guidance, Risks, and Unusual Items
The filing does not contain forward-looking guidance, management commentary on future performance, or specific risk factors beyond the standard disclosure of the private offering exemption. The sale of shares was conducted in reliance on the exemption from registration under Rule 506(c) of Regulation D. No unusual items or contingencies were disclosed in this specific report.
Investor Verification Checklist
- Verify the total number of outstanding shares (20,032,480.397) and the impact of the recent issuance on ownership dilution.
- Confirm the status of the $8.7 million investment queue and the timeline for subsequent closings.
- Review the Company's debt levels and borrowing capacity, as proceeds are intended to be supplemented by additional borrowings.
- Monitor the noncontrolling interest percentage (7.81%) in the Operating Company and its potential conversion impact.