Business Context and Reporting Period
This Form 8-K filing by Broadstone Net Lease, Inc. (Broadstone) reports on events occurring on September 30, 2019. Broadstone is a Maryland corporation engaged in the acquisition and ownership of net leased properties. The filing details the completion of a monthly closing of its ongoing private offering of common stock.
Key Financial Metrics and Capital Activity
- Equity Issuance: Sold 186,213.477 shares of common stock at $85.00 per share.
- Proceeds: Generated aggregate sale proceeds of $15,828,146.01 from the September 30 closing.
- Outstanding Shares: As of September 30, 2019, 25,481,616.285 shares of common stock were issued and outstanding.
- Unfulfilled Subscriptions: Following the closing, $8,881,115.00 in subscriptions remained unfulfilled.
- DRIP Activity: On September 13, 2019, 68,007.763 shares were issued via the Distribution Reinvestment Plan (DRIP) at $83.30 per share, generating $5,665,050.28 in proceeds.
- Operating Company Structure: 27,218,663.371 units of membership interest in the Operating Company were outstanding, with noncontrolling interests representing approximately 6.38%.
Material Changes and Use of Proceeds
The primary material change reported is the increase in outstanding equity and cash proceeds from the private offering. 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 there is currently no equity cap in place for new investments, though the Company anticipates reinstating one once it is comfortably within the leverage range of its investment-grade rating.
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance, revenue forecasts, or margin projections. Management commentary is limited to the strategic intent of using proceeds for property acquisition and the status of the equity cap program. No specific risks or contingencies beyond standard regulatory disclosures regarding unregistered sales (Rule 506(c)) are detailed in this specific report.
Investor Verification Checklist
- Verify the current status of the equity cap and queue program in subsequent 10-Q or 10-K filings.
- Confirm the deployment of the $15.8 million in proceeds into specific net leased properties.
- Monitor the leverage ratio to determine when the equity cap will be reinstated.
- Review the composition of noncontrolling interests (6.38%) in the Operating Company for potential conversion impacts.