8-K
Broadstone Net Lease, Inc. (BNL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 10, 2020
BROADSTONE NET LEASE, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 000-55774 | 26-1516177 |
|---|---|---|
| (State or other jurisdiction of<br>incorporation or organization) | (Commission File Number) | (I.R.S. Employer<br>Identification No.) |
| 800 Clinton Square, Rochester, New York | 14604 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(585) 287-6500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading<br><br><br>Symbol(s) | Name of each exchange on which registered |
|---|
None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒
Item 7.01 Regulation FD Disclosure
Suspension of Ongoing Private Offering
On January 10, 2020, Broadstone Net Lease, Inc. (the “Company”) issued a press release announcing its determination to suspend until further notice its ongoing private offering of shares of its common stock, par value of $0.001 per share (the “Ongoing Private Offering”). If the Company determines to reinstate the Ongoing Private Offering, the Company currently intends to file an additional Current Report on Form 8-K at such time. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Termination of Share Redemption Program
On January 10, 2020, pursuant to the terms of the Company’s Share Redemption Program (the “Redemption Program”), the Company issued a letter to its stockholders announcing its determination to terminate the Redemption Program, effective February 10, 2020. A copy of the letter to stockholders is attached hereto as Exhibit 99.2 and is incorporated by reference.
Termination of Distribution Reinvestment Plan
On January 10, 2020, pursuant to the terms of the Company’s Distribution Reinvestment Plan (the “DRIP”), the Company issued a letter to its stockholders announcing its determination to terminate the DRIP, effective February 10, 2020. A copy of the letter to stockholders is attached hereto as Exhibit 99.2 and is incorporated by reference.
The information contained in this Item 7.01, including the information contained in the press release and letter to stockholders attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
INDEX TO EXHIBITS
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated January 10, 2020 |
| 99.2 | Letter to Stockholders, dated January 10, 2020 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BROADSTONE NET LEASE, INC. |
|---|
| /s/ John D. Moragne |
| Name: John D. Moragne<br><br><br>Title: Executive Vice President, Chief Operating Officer, and Secretary |
Date: January 10, 2020
ck1424182-ex991_7.htm
EXHIBIT 99.1
For Immediate Release
January 10, 2020
Company Contact:
John D. Callan Jr.
Vice President & General Counsel
585.402.7879
Broadstone Net Lease, Inc. Announces Suspension of Ongoing Private Offering
and Termination of Share Redemption Program and Distribution Reinvestment Plan
ROCHESTER, N.Y. – Broadstone Net Lease, Inc. (“BNL”) today announced its determination to suspend until further notice its ongoing private offering of shares of its common stock, par value of $0.001 per share (the “Ongoing Private Offering”). If BNL determines to reinstate the Ongoing Private Offering, BNL currently intends to file a Current Report on Form 8-K at such time.
In addition, BNL issued a letter to its stockholders announcing its determination to terminate its Share Redemption Program and Distribution Reinvestment Plan, in each case, effective February 10, 2020.
About Broadstone Net Lease:
BNL invests in freestanding, single-tenant, net leased commercial properties located throughout the United States, primarily via sale and leaseback, lease assumption, and UPREIT transactions. UPREIT transactions (where “UPREIT” means “umbrella partnership real estate investment trust”) provide a tax deferred exit strategy for owners of real estate who might otherwise recognize a significant taxable gain in a cash sale of a highly appreciated property with a low tax cost basis. As of September 30, 2019, BNL had a diversified portfolio of 661 retail, healthcare, industrial, office, and other properties in 42 U.S. states and one property in Canada.
There are currently more than 3,650 stockholders in BNL, which is currently externally managed by Broadstone Real Estate, LLC.
ck1424182-ex992_38.htm
EXHIBIT 99.2
January 10, 2020
RE: Termination of Share Redemption Program and Distribution Reinvestment Plan, Effective February 10, 2020
Dear Fellow Stockholder:
On January 10, 2020, Broadstone Net Lease, Inc. (the “Company”) announced its determination to terminate its Share Redemption Program (the “Redemption Program”) and its Distribution Reinvestment Plan (“DRIP”), in each case, effective February 10, 2020.
Beginning with the monthly distribution declared by the Board of Directors to holders of record on January 30, 2020, to be paid on February 14, 2020, and any subsequent distributions declared by our Board of Directors, if any, all distributions will be paid in cash. All stockholders will continue to receive their full distributions.
If you are a stockholder who is not currently enrolled in the DRIP (i.e., you receive a monthly cash payment via check or electronic deposit), nothing will change.
For those stockholders who are currently enrolled in the DRIP (i.e., your monthly distribution is currently used to automatically purchase additional shares of the Company’s common stock), you will now receive your monthly distribution in cash per the following guidelines:
| • | For non-retirement/custodial and non-custodial account holders whose original investment proceeds originated from an established brokerage account, your distributions will be paid directly to that account, provided the account remains open. Should the account be closed and we lack another brokerage account associated with your investment, your monthly cash distribution in the form of a check will be mailed to your address of record currently on file; |
|---|---|
| • | For retirement/custodial account holders, your distribution proceeds will be forwarded to your custodial account and continue to benefit from the qualified tax exemption; |
| --- | --- |
| • | For non-retirement/non-custodial account holders whose investment proceeds did not originate from a recognizable brokerage account, your monthly cash distribution in the form of a check will be mailed to your address of record currently on file. |
| --- | --- |
We encourage you to consult with your financial advisor should you wish to explore alternate strategies for the payment of your cash distribution.
Thank you for your investment in Broadstone Net Lease, Inc. Should you have any questions, wish to change your address of record, or to enroll in automatic electronic deposit of future distributions, please feel free to contact Shareholder Services at 866-580-1704 or [email protected].
Sincerely,
/s/ John D. Moragne
John D. Moragne
Executive Vice President, Chief Operating Officer, and Secretary