Business Context and Reporting Period
This Form 8-K filing by Broadstone Net Lease, Inc. reports on events occurring on March 29, 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.
Key Financial Metrics
- Equity Raised: $15,000,000.00 in aggregate sale proceeds from the March 29, 2018 closing.
- Shares Issued (Private Offering): 185,185.194 shares at $81.00 per share.
- Shares Issued (DRIP): 52,600.017 shares issued on March 15, 2018, generating $4,175,387.98 at $79.38 per share (2% discount).
- Total Outstanding Common Stock: 19,571,614.178 shares as of March 29, 2018.
- Operating Company Units: 21,114,626.108 units outstanding, with 92.69% owned by the Company and 7.31% as noncontrolling interests.
- Investment Queue: Approximately $2,250,643 remaining for subsequent equity closings at $81.00 per share.
Note: This filing does not provide data on revenue, net income, operating cash flow, debt levels, or liquidity ratios.
Material Changes
The primary material change is the increase in outstanding equity capital following the March 29 closing. The Company reached its monthly cap of $15,000,000 for new and additional investments for March 2018. This cap excludes proceeds from the Distribution Reinvestment Plan (DRIP) and UPREIT transactions.
Outlook, Management Commentary, and Risks
- Use of Proceeds: The Company intends to use substantially all net proceeds, supplemented by additional borrowings, to invest in additional net leased properties and for general corporate purposes.
- Offering Status: The Company continues to close sales of additional shares monthly. The March offering was conducted under Rule 506(c) of Regulation D.
- Capital Structure: Membership units in the Operating Company are convertible on a one-for-one basis into common stock, subject to limitations.
Investor Verification Checklist
- Verify the current status of the $2,250,643 investment queue and subsequent closing dates.
- Confirm the Company's leverage ratios and debt capacity, as this filing notes proceeds will be supplemented by "additional borrowings."
- Review the specific properties targeted for acquisition with the $15 million raised.
- Monitor the conversion rate of Operating Company units to common stock to assess potential dilution.