10-12G/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

☒ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” “emerging growth company” in Rule 12b-2 of the Exchange Act:

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. ☒

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Except where the context suggests otherwise, the terms “we,” “us,” “our,” and “our company” refer to Broadstone Net Lease, Inc., a Maryland corporation, and, as required by context, Broadstone Net Lease, LLC, a New York limited liability company, which we refer to as our “Operating Company,” and to their respective subsidiaries.

This General Form for Registration of Securities on Form 10 (this “Form 10”) may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other things, our plans, strategies, and prospects, both business and financial. Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, strategies, financial results or other developments. Forward-looking statements can be identified by the use of forward-looking terminology such as, but not limited to, “may,” “should,” “expect,” “anticipate,” “estimate,” “would be,” “believe,” or “continue” or the negative or other variations of comparable terminology. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic, and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Although we believe that our plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Form 10 is filed with the Securities and Exchange Commission (the “SEC”). Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements contained in this Form 10. Important factors that could cause actual results to differ materially from the forward-looking statements are disclosed in Item 1A. “Risk Factors” of this Form 10.

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We are filing this Form 10 to register our shares of common stock, $0.001 par value per share (our “common stock”), pursuant to Section 12(g) of the Exchange Act. We are subject to the registration requirements of Section 12(g) of the Exchange Act because as of December 31, 2016, the aggregate value of our assets exceeded the applicable threshold and our common stock was held of record by 2,000 or more persons. As a result of the registration of our common stock pursuant to the Exchange Act, following the effectiveness of this Form 10, we will be subject to the requirements of the Exchange Act and the rules promulgated thereunder. In particular, we will be required to file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K and otherwise comply with the disclosure obligations of the Exchange Act applicable to issuers filing registration statements to register a class of securities pursuant to Section 12(g) of the Exchange Act.

We are an externally managed real estate investment trust (“REIT”), formed as a Maryland corporation in 2007 to acquire and hold single-tenant, commercial real estate properties throughout the United States that are leased to the properties’ operators under long-term leases. We focus on real estate that is operated by a single tenant, and where the real estate is an integral part of the tenant’s business. Our diversified portfolio of real estate includes retail properties, such as quick service and casual dining restaurants, healthcare facilities, industrial manufacturing facilities, warehouse and distribution centers, and corporate offices, amongst others. We target properties with credit-worthy tenants that look to engage in a long term lease relationship. Through long term leases, our tenants are able to retain control of their critical locations, while conserving their debt and equity capital to fund their fundamental business operations.

As of March 31, 2017, we owned a diversified portfolio of 426 individual net leased commercial properties located in 37 states, which were 100% leased, with approximately 13.3 million rentable square feet of operational space, 110 different commercial tenants, and no single tenant accounting for 5% or more of our annual rental stream.

We elected to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), beginning with our taxable year ending December 31, 2008. As a REIT, we are not subject to federal income tax to the extent that we meet certain requirements, including that we distribute at least 90% of our annual taxable income to our stockholders, and other requirements based on the composition of our asset portfolio and sources of income.

We conduct substantially all of our activities through, and all of our properties are held directly or indirectly by, Broadstone Net Lease, LLC (the “Operating Company”). We are the sole managing member of the Operating Company and as of March 31, 2017, we owned approximately 92.0% of its issued and outstanding membership units, with the remaining 8.0% of its membership units held by persons who were issued membership units in exchange for their interests in properties acquired by the Operating Company.

As we conduct substantially all of our operations through the Operating Company, we are structured as what is referred to as an Umbrella Partnership Real Estate Investment Trust (“UPREIT”). The UPREIT structure allows a property owner to contribute their property to the Operating Company in exchange for membership units and generally defer taxation of a resulting gain until the contributor later disposes of the membership units. The membership units of the Operating Company held by members of the Operating Company other than us are referred to herein and in our consolidated financial statements as “noncontrolling interests,” “noncontrolling membership units,” or “membership units,” and are convertible into shares of our common stock on a one-for-one basis, subject to certain restrictions. We allocate consolidated earnings to holders of our common stock and noncontrolling membership unit holders of the Operating Company based on the weighted average number of shares of our common stock and noncontrolling membership units outstanding during the year. Approximately 1.43 million noncontrolling membership units were outstanding during the three months ended March 31, 2017.

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Our principal executive offices are located at 800 Clinton Square, Rochester, New York, 14604, and our telephone number is (585) 287-6500.

We present FFO and AFFO, which are performance measures that are not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We present these non-GAAP measures as we believe certain investors and other users of our financial information use them as part of their evaluation of our historical operating performance. Please see our discussion in Item 2. “Financial Information – Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Form 10, which includes discussion of the definition, purpose, and use of these non-GAAP measures as well as a reconciliation to the most comparable GAAP measure.

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We target acquisitions of fee simple interests in individual properties priced between $5 million and $50 million. Portfolios may be significantly larger, depending on balance sheet capacity and whether the portfolio is diversified or concentrated by tenant, geography, or brand. Our investment policy (“Investment Policy”) has three primary objectives that drive the investments we make: (1) preserve, protect, and return capital to investors; (2) realize increased cash available for distributions and long-term capital appreciation from growth in the rental income and value of our properties; and (3) maximize the level of sustainable cash distributions to our investors. We primarily acquire freestanding, single-tenant commercial properties located in the United States either directly from our credit-worthy tenants in sale-leaseback transactions, where they sell us their properties and simultaneously lease them back through long-term, triple-net leases, or through the purchase of properties already under a triple-net lease (i.e., a lease assumption). Under either scenario, our properties are generally under lease and fully occupied at the time of acquisition. We focus on properties in growth markets with at least ten years of lease term remaining that will achieve financial returns on equity of greater than 10%, net of fees, provided that all acquisitions must have a minimum remaining lease term of seven years and a minimum return on equity of 9.5%, unless approved by our Independent Directors Committee (as defined below). Our criteria for selecting properties (“Property Selection Criteria”) is based on three pillars of underwriting evaluation:

We believe we can achieve an appropriate risk-adjusted return through these pillars and conservatively project a property’s potential to generate targeted returns from current and future cash flows. We believe targeted

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returns are achieved through a combination of in-place income at the time of acquisition, rent growth, and a property’s potential for appreciation.

To achieve an appropriate risk-adjusted return, we maintain a diversified portfolio of real estate spread across multiple tenants, industries, and geographic locations. The following charts summarize our portfolio diversification by industry and geographic location as of March 31, 2017. The percentages below are calculated based on our contractual rental revenue over the next twelve months (“NTM Rent”), on a per property type basis divided by total NTM Rent. Late payments, non-payments or other unscheduled payments are not considered in the calculation. NTM Rent includes the impact of contractual rent escalations.

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Substantially all of our leases are triple-net, meaning that our tenants are responsible for the maintenance, insurance, and property taxes associated with the properties they lease from us. Upon inception and at March 31, 2017, all of our properties are subject to leases. We do not currently engage in the development of real estate,

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which could cause a delay in timing between the funds used to invest in properties and the corresponding cash inflows from rental receipts. Our cash flows from operations are primarily generated through our real estate investment portfolio and the monthly lease payments under our long-term leases with our tenants.

To increase value to our stockholders, we strive to implement periodic rent escalations within our leases. As of March 31, 2017, all of our leases had contractual rent escalations, with a 2.2% weighted average. A substantial majority of our leases have fixed annual rent increases, and the remaining portion has annual lease escalations based on increases in the Consumer Price Index (CPI), or periodic escalations over the term of the lease (e.g., a 10% increase every five years). These lease escalations mitigate exposure to fixed income streams in the case of an inflationary economic environment, and provide increased return in otherwise stable market conditions. Our focus on single-tenant, triple-net leases shifts certain risks to the tenant and shelters us from volatility in the cost of taxes, insurance, services, and maintenance of the property. An insignificant portion of our tenants have leases that are not fully triple-net, and, therefore, we bear responsibility for certain maintenance and structural component replacements that may be required in the future. In the limited circumstances where we cannot implement a triple-net lease, we attempt to limit our exposure through the use of warranties and other remedies that reduce the likelihood of a significant capital outlay during the term of the lease. We will also occasionally incur nominal property-level expenses that are not paid by our tenants. We do not currently anticipate making significant capital expenditures or incurring other significant property costs during the term of a property lease.

Due to the fact that all of our properties are leased to single tenants under long-term leases, we are not currently required to perform significant ongoing leasing activities on our properties. Only two of our properties, representing less than 1% of our annual rental streams (calculated based on NTM Rent), will expire before 2020. As of March 31, 2017, the weighted average remaining term of our leases (calculated based on NTM Rent) was approximately 13.5 years, excluding renewal options, which are exercisable at the option of our tenants upon expiration of their base lease term. Less than 6% of the properties in our portfolio are subject to leases without at least one renewal option. Furthermore, the weighted average remaining lease term on the $518.8 million in properties acquired during 2016 was greater than 15 years, and the weighted average lease term on the $89.7 million in properties acquired during the three months ended March 31, 2017, was greater than 19 years. During 2015, we acquired $550.1 million in properties with a weighted average remaining lease term greater than 17 years. Approximately 50% of our rental revenue is from leases that expire after 2030. As of March 31, 2017, not more than 11% of our rental revenue is from leases that expire in any single year in the decade between 2020 and 2030. The following chart sets forth our lease expirations by industry, based upon the terms of our leases in place as of March 31, 2017.

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The following table presents the lease expirations by year, including the number of tenants and properties with leases expiring, the square footage covered by the leases expiring, the NTM Rent, and the percentage of NTM Rent for the leases expiring. Late payments, non-payments or other unscheduled payments are not considered in the NTM Rent amounts. NTM Rent includes the impact of contractual rent escalations. Amounts are in thousands, except the number of tenants and properties.

Our top tenants and brands at March 31, 2017, are listed in the tables below. The percentages are calculated based on our NTM Rent on a per property type basis divided by total NTM Rent. Late payments, non-payments or other unscheduled payments are not considered in the calculation. NTM Rent includes the impact of contractual rent escalations.

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Our Investment Policy generally requires us to seek diversification of our investments. Based on the aggregate next twelve months’ rents of the properties in the portfolio, determined as of the date of the prior quarter end, new investments may not cause us to exceed:

We may exceed these diversification targets from time to time with the approval of the Independent Directors Committee. To avoid undue risk concentrations in any single asset class or category, long-term asset allocation will be set with the following target percentages and within the following ranges, although these ranges may be temporarily waived by the Independent Directors Committee:

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While the Independent Directors Committee establishes diversification thresholds to manage risk, the management team does not review discrete financial information at this level. Refer to our discussion regarding segment reporting in the notes to the consolidated financial statements within this Form 10.

We do not currently engage in the development of real estate, but may do so in the future. Our Investment Policy provides the Asset Manager (defined below) with the authority to make any acquisition or sale of any property or group of related properties involving up to $50 million for any single or portfolio transaction, $50 million per cumulative tenant concentration, or $100 million per cumulative brand concentration on our behalf, without approval of the Independent Directors Committee, provided that any properties so acquired otherwise meet our Investment Policy and Property Selection Criteria, and any financing related to any such acquisitions does not violate our Leverage Policy (as defined below), as such are established by the Independent Directors Committee from time to time. Our Investment Policy permits investments in properties that do not otherwise meet our Investment Policy or Property Selection Criteria with the approval of the Independent Directors Committee.

When evaluating a property acquisition, our underwriting guidelines require that we consider the condition of the property, the creditworthiness of the tenant, the strength of any personal or corporate guarantees, the tenant’s historic performance at the property or similar properties, the location of the property, the overall economic condition of the community in which the property is located, and the property’s potential for appreciation. We apply our credit underwriting guidelines prior to acquiring a property, periodically throughout the lease term, and when we are re-leasing properties in our portfolio. While we seek creditworthy tenants, we do not require them to be credit-rated. Our credit review process includes analyzing a tenant’s financial statements and other available information. When we obtain guarantees on our leases, we also analyze the creditworthiness of the guarantors. Depending on the circumstances, our process will include discussions with the tenant’s management team surrounding their business plan and strategy.

We evaluate the creditworthiness of our existing tenants on an ongoing basis through the use of regularly scheduled real estate portfolio reviews, reviewing updated tenant financial statements on a quarterly or annual basis, depending on the terms of the lease, analysis of updated tenant credit ratings, and our ongoing analysis of the economy and trends in the industries in which our tenants operate. Our portfolio review committee, which includes members of our senior management and our Manager’s portfolio management team, perform an in-depth review of each property in our portfolio at least once every 18 months. The review includes an analysis of the tenant’s recent financial statements, including key metrics such as rent coverage and leverage levels, amongst other applicable credit metrics, credit ratings, and economic considerations relevant to the tenant. The asset management team periodically reviews tenant financial statements and relevant credit performance metrics. Our credit monitoring procedures also include regular communications with tenants, who are required to communicate certain events to us under the terms of our leases, such as events of default and property damage. We believe our ongoing credit monitoring will enable us to identify material changes to a tenant’s credit quality in a timely basis and preserve our financial position. We have not identified any material changes to the credit quality of the tenants in our real estate portfolio as of March 31, 2017.

In March of 2016, Moody’s Investors Service assigned the Operating Company an investment grade credit rating of Baa3 with a stable outlook. Moody’s re-affirmed the investment grade credit rating in March 2017. As a result of receiving the investment grade credit rating, effective April 1, 2016, the interest rate pricing grids utilized to determine the margin we pay over the London Interbank Offered Rate (“LIBOR”) for two of our three unsecured credit facilities changed from being dependent upon our leverage ratio, to being dependent upon our credit rating. The rating is based on a number of factors, including an assessment of our financial strength, portfolio size and diversification, credit and operating metrics, and sustainability of cash flow and earnings. We

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are strongly committed to maintaining modest leverage commensurate with our investment grade rating. Our leverage policy (“Leverage Policy”) is to maintain a leverage ratio in the 35% to 45% range based on the market value of assets, recognizing that the actual leverage ratio will vary over time and there may be opportunistic reasons to exceed a 45% leverage ratio; provided, however, that we cannot exceed a 50% leverage ratio without the approval of the Independent Directors Committee.

We primarily utilize unsecured term and revolving debt to finance acquisitions, while obtaining mortgage loans to a lesser degree. The mix of financing sources may change over time based on market conditions. The unsecured loans generally contain affirmative and negative covenants which are tested against our financial performance.

When utilized, mortgage loans typically cover a single property or a group of related properties acquired from a single seller. The loans may be further secured by guarantees from us or the Operating Company, provided that we attempt to limit the use of guarantees to the extent possible. The Operating Company may assume debt when conducting a transaction or it may mortgage existing properties. As of March 31, 2017, 24 of our 426 properties were secured by mortgage financing, with an aggregate outstanding GAAP principal balance of approximately $91.3 million, net of unamortized debt issuance costs.

To reduce its exposure to variable rate debt, the Operating Company enters into swap agreements to fix the rate of interest as a hedge against interest rate fluctuations. These interest rate hedges have staggered maturities to reduce the exposure to interest rate fluctuations in any one year, and generally extend for 10 years. The interest rate swaps are applied against a pool of debt, which offers flexibility in maintaining our hedge designation concurrent with our ongoing capital market activity. We have one amortizing interest rate swap agreement that is tied to an unpaid mortgage loan. We limit our total exposure to floating rate debt to no more than 5% of total assets, measured at quarter end.

To reduce counterparty concentration risk with respect to our interest rate hedges, we diversify the institutions that serve as swap counterparties, and no more than 30% of the nominal value of our total hedged debt may be with any one institution, to be measured at the time we enter into an interest rate swap transaction and at quarter end.

Depending on market conditions and other factors, the Independent Directors Committee may change our Leverage Policy from time to time.

As of March 31, 2017, our total outstanding indebtedness was $869.5 million and the ratio of our total indebtedness to the market value of our assets was approximately 38.4%.

We operate under the direction of our board of directors, which is responsible for the management and control of our affairs. Our board of directors has retained Broadstone Real Estate, LLC (the “Manager”) and its wholly-owned subsidiary, Broadstone Asset Management, LLC (the “Asset Manager”), to manage our day-to-day affairs, to implement our investment strategy, and to provide certain property management services for our properties, with both subject to our board of directors’ direction, oversight, and approval. All of our officers are employees of the Manager.

Our board of directors is currently comprised of nine directors, six of whom are independent directors and serve on an independent directors committee established by our organizational documents and our board of directors (the “Independent Directors Committee”). The Independent Directors Committee reviews our relationship with, and the performance of, the Manager and the Asset Manager, and generally approves the terms of any affiliate transactions. In addition, the Independent Directors Committee is responsible for, among other things, approving our property and portfolio valuation policy, setting the Determined Share Value for our

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ongoing private offering, approving and setting our Investment Policy, Property Selection Criteria, and Leverage Policy, and approving acquisitions above certain thresholds and/or outside of the criteria set forth in our Investment Policy.

We have adopted a Code of Ethics and Business Conduct Policy (“Code of Ethics”). The purpose of the Code of Ethics is to ensure that our business is conducted in accordance with the highest moral, legal, and ethical standards by our officers and directors as well as the Manager, the Asset Manager, and the Manager’s employees. The Code of Ethics promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely, and understandable disclosure in our reports and other public communications; compliance with applicable laws and governmental rules and regulations; the prompt internal reporting of violations of the Code of Ethics; and accountability for adherence to the Code of Ethics.

Pursuant to the terms of the asset management agreement among us, the Operating Company, and the Asset Manager (as amended, the “Asset Management Agreement”), the Asset Manager is responsible for, among other things, managing our day-to-day operations, establishing and monitoring acquisition and disposition strategies, overseeing all marketing communications and services related to our ongoing private offering, arranging mortgage and other financing, overseeing the acquisition of properties and their initial lease-up if they are not already subject to a net lease upon acquisition, providing support for the good faith valuation of our property portfolio and the setting of the Determined Share Value by the Independent Directors Committee, overseeing investor closings and transfers, arranging our annual stockholder meetings, and servicing and communicating with investors, including providing investment projections and reports. The Asset Manager also has the power pursuant to the Asset Management Agreement to designate two of the nine directors who serve on our board of directors. The Manager owns and controls the Asset Manager.

Pursuant to the property management agreement among us, the Operating Company, and the Manager (as amended, the “Property Management Agreement”), the Manager provides property management services to our properties, including management, rent collection, and re-leasing services. In June 2015, Trident BRE, LLC, an affiliate of Stone Point Capital LLC (“Trident BRE”), acquired through an equity investment an approximate 45.6% equity ownership interest in the Manager. As of March 31, 2017, the Manager is owned, on a fully-diluted basis, (i) approximately 45.20% by Trident BRE, (ii) approximately 45.20% by Amy L. Tait, our Executive Chairman of the board of directors and Chief Investment Officer, and an investment entity for the families of Ms. Tait and the late Norman Leenhouts, one of our founders who recently passed away, and (iii) approximately 9.59% by employees of the Manager. The Manager is controlled by a four-person board of managers, two of whom are appointed by Trident BRE. In June 2015, in connection with Trident BRE’s investment in the Manager, (i) we acquired 100,000 convertible preferred interests in the Manager (the “Convertible Preferred BRE Units”), for $100 per Convertible Preferred BRE Unit, in exchange for the issuance to the Manager of 138,889 shares of our common stock, then valued at $72.00 per share, and (ii) the Manager purchased 510,416 shares of our common stock, for $72.00 per share. The Manager currently owns 625,000, or approximately 3.83%, of the issued and outstanding shares of our common stock. The Independent Directors Committee approved our investment in the Convertible Preferred BRE Units.

As of March 31, 2017, the Manager employed approximately 28 individuals fully-dedicated to our business and operations. Additionally, the Manager employed approximately 36 additional individuals who dedicate a significant portion of their time to our business and operations, in addition to various other tasks and responsibilities on behalf of the Manager and its affiliates.

For more information regarding the relationships among our company, Trident BRE, the Manager, and the Asset Manager and the fees we pay to the Manager and the Asset Manager pursuant to the Property Management Agreement and the Asset Management Agreement, see Item 7. “Certain Relationships and Related Transactions and Director Independence” of this Form 10.

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The chart below illustrates the relationships among our company, the Operating Company, the Manager, and the Asset Manager as of March 31, 2017.

Our shares of common stock are sold by us in our ongoing private offering at a price equal to a determined share value (the “Determined Share Value”), which is established quarterly by the Independent Directors Committee based on the net asset value (“NAV”) of our portfolio, input from management, and such other factors as the Independent Directors Committee may determine. The Independent Directors Committee bears sole responsibility for establishing the Determined Share Value. Our determination of NAV applies valuation definitions and methodologies prescribed by Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, in order to fair value our net assets. Our net assets are primarily comprised of our investment in rental property and debt. Other assets and liabilities included in our net asset valuation include cash, interest rate swaps, and accounts payable, amongst others, and excludes intangible assets and liabilities. Members of our senior executive, portfolio management, accounting, and finance teams are responsible for performing the valuation process and computing the NAV. The Independent Directors Committee is responsible for overseeing the valuation process for the purpose of maintaining independence from conflicts of interest with the management group that determines NAV and who are employed by the Manager. To assist in assessing the valuation of the investment in rental property in the determination of the Determined Share Value by the Independent Directors Committee, we engage a third-party valuation specialist to provide: (i) a high-level/negative assurance review of management’s quarterly portfolio valuation and estimated NAV calculation, which currently occurs as of the end of each of the first, second, and fourth quarters of each calendar year, (ii) a review of individual property appraisals, which are completed for each property on a rolling two-year basis, and (iii) a full positive assurance valuation and review of the portfolio, which currently occurs during the third quarter of each calendar year. The third-party valuation specialist is not responsible for determining the NAV. Beginning in 2015, we updated our valuation policy such that each property in the portfolio will be appraised by a third-party appraiser at least every two years (approximately 50% of the portfolio each year). Previously, appraisals on properties valued over $1 million were obtained from third-party professionals during the first twelve months after acquisition and approximately every three years thereafter. The NAVs used to establish the Determined Share Values by the Independent Directors Committee have been consistent with the positive and negative assurance provided by the third-party valuation specialist.

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The Determined Share Value is reviewed and determined on a quarterly basis by the Independent Directors Committee. The Determined Share Value at any given point in time will be based on the NAV as of a historical balance sheet date. The Determined Share Value of $79.00 per share in effect as of March 31, 2017, was based on the NAV as of December 31, 2016. On May 8, 2017, the Independent Directors Committee established a Determined Share Value of $80.00 per share based on the NAV as of March 31, 2017. The Determined Share Value is applied to outstanding shares prospectively, and is used for purchases, distribution reinvestment, and redemptions. Adjustments to the NAV in arriving at the Determined Share Value are typically the result of the Independent Directors Committee’s understanding of current market conditions and review of assumptions used to value net assets by management in arriving at the NAV. The adjustments do not follow a systematic methodology, but instead allow the Independent Directors Committee to use judgment in determining whether temporary market fluctuations are indicative of changes in core real estate values.

The following table presents our historical Determined Share Value for each period indicated below, together with the corresponding NAV as of the preceding quarter-end:

The adjustments to NAV per share in arriving at the Determined Share Value for the periods presented above account for the inherent imprecision in the valuation estimates. In August of 2017, the Independent Directors Committee will review the NAV calculations as of June 30, 2017, and will assess whether adjustments to the current Determined Share Value of $80.00 are appropriate.

The fair value of our investment in rental property is performed using the market approach, whereby we assign an implied market capitalization rate to derive the property valuations. Individual property valuations are calculated by dividing the contractual rental payments over the next twelve months by the implied market capitalization rate. The market capitalization rate assumption reflects our analysis of what a market participant would be willing to pay for a property given the contractual monthly rental payments, third-party appraisals, and an analysis of a tenant’s creditworthiness, amongst other factors. We deem this methodology to be appropriate based on the triple-net nature of our leases, whereby the tenants are responsible for the maintenance, insurance, and property taxes associated with the properties they lease from us. The triple-net leases provide predictable cash-flows, which we then apply against the market capitalization rates. This methodology is consistent with the valuation techniques used to determine the aggregate purchase price of acquisitions. As our acquisition targets are fully-occupied, single-tenant, triple-net leased properties, we do not anticipate paying for capital expenditures, and therefore, exclude such expenditures from our valuations.

The following table provides a breakdown of the major components of our estimated NAV and NAV per share amounts as of March 31, 2017, December 31, 2016, September 30, 2016 and September 30, 2015 (in thousands, except per share amounts):

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The following table details the implied market capitalization rates (shown on a weighted-average basis) used to value the investment in rental property, by property type as of March 31, 2017, December 31, 2016, September 30, 2016, and September 30, 2015, supporting the Determined Share Value in effect as of May 8, 2017, March 31, 2017, December 31, 2016, and December 31, 2015, respectively:

While we believe our assumptions are reasonable, a change in these assumptions would impact the calculation of the value of our real estate investments. For example, assuming all other factors remain unchanged, an increase in the weighted-average implied market capitalization rate used as of March 31, 2017 of 0.25% would result in a decrease in the fair value of our investment in rental property of 3.6%, and our NAV per share would have been $75.34.

Our methodology is based upon a number of estimates and assumptions that may not be accurate or complete. Different parties with different assumptions and estimates could derive a different Determined Share Value. Accordingly, we have disclosed the following risk factors relative to our Determined Share Value:

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We declare and pay distributions on a monthly basis. Distribution payments and the corresponding distribution reinvestment are expected to be made approximately 15 days after the end of each month to holders of record on the record date, generally, the next-to-last business day of the prior month. Generally, income distributed will not be taxable to us under the Internal Revenue Code if annually we distribute to our stockholders at least 90% of our REIT taxable income. Distributions will be declared at the discretion of our board of directors, but will be guided, in part, by a desire to cause us to comply with the REIT requirements. At its May 8, 2017 meeting, our board of directors declared monthly distributions of $0.415 per share of our common stock and unit of membership interest in the Operating Company to be paid by us to our stockholders and members of the Operating Company (other than us) of record prior to the end of May, June, and July 2017:

Investors may purchase additional shares of our common stock by electing to reinvest their distributions through our Distribution Reinvestment Plan (“distribution reinvestment plan” or “DRIP”). The purchase price for shares of our common stock acquired through our DRIP will be 98% of the Determined Share Value. Please refer to Item 11. “Description of Registrant’s Securities to Be Registered” of this Form 10 for additional discussion of our DRIP.

We have adopted a share redemption program to provide an opportunity for our stockholders to have shares of our common stock repurchased, subject to certain restrictions and limitations, at a price equal to or at a discount from the current Determined Share Value in effect as of the date the shares are tendered for redemption. Cash used to fund share redemptions has historically been provided through a combination of cash generated by operations, the sale of assets, and borrowings. Additionally, we may use proceeds from the sale of our securities to fund redemption requests, although to date we have not done so. The following table sets forth the redemptions honored during the year ended December 31, 2016, and through March 31, 2017. We did not defer or reject any redemption requests during this period. Please refer to Item 11. “Description of Registrant’s Securities to Be Registered” of this Form 10 for additional discussion of our share redemption program.

We commenced our ongoing private offering of shares of our common stock (our “private offering”) in 2007. The first closing of our private offering occurred on December 31, 2007, and we have conducted additional closings

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at least once every calendar quarter since then. Currently, we close sales of additional shares of our common stock monthly. Shares of our common stock are currently being offered in our private offering at $80.00 per share, provided that the per share offering price may be adjusted quarterly by our Independent Directors Committee based on the Determined Share Value, which is based on input from management, and such other factors as our Independent Directors Committee may consider. For the year to date period ended March 31, 2017, we had sold 1,165,576 shares of our common stock in our private offering, including 116,042 shares of common stock issued pursuant to our DRIP, for gross offering proceeds of approximately $90.9 million. We intend to use substantially all of the net proceeds from our private offering, supplemented with additional borrowings, to continue to invest in additional net leased properties. We conduct our private offering in reliance upon the exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506(c) under Regulation D promulgated under the Securities Act and Section 4(a)(2) of the Securities Act. As of March 31, 2017, there were 16,308,185 shares of our common stock issued and outstanding, and 1,426,909 membership units in the Operating Company issued and outstanding. Each outstanding membership unit in the Operating Company is convertible on a one-for-one basis into shares of our common stock, subject to certain limitations.

Our investments are subject to various federal, state, and local laws, ordinances, and regulations, including, among other things, zoning regulations, land use controls, and environmental controls relating to air and water quality, noise pollution, and indirect environmental impacts. We believe that we have all permits and approvals necessary under current law to operate our investments.

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and as such we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. A number of these exemptions are not currently relevant to us due to our external management structure, and in any event we do not currently intend to take advantage of any of these exemptions.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 13(a) of the Exchange Act for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to take advantage of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

We will remain an emerging growth company until the earliest to occur of (1) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (2) the date on which we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period, and (4) the end of the year in which the 5 year anniversary of our initial public offering of our common stock occurs.

The commercial real estate market is highly competitive. We compete for tenants to occupy our properties in all of our markets with other owners and operators of commercial real estate. We compete based on a number of factors that include location, rental rates, security, suitability of the property’s design to prospective tenants’

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needs, and the manner in which the property is operated and marketed. The number of competing properties in a particular market could have a material effect on our occupancy levels, rental rates and the operating expenses of certain of our properties.

In addition, we compete with other entities engaged in real estate investment activities to locate suitable properties to acquire and purchasers to buy our properties. These competitors include other REITs, specialty finance companies, savings and loan associations, sovereign wealth funds, banks, mortgage bankers, insurance companies, institutional investors, investment banking firms, lenders, governmental bodies, and other entities. Some of these competitors, including larger REITs, have substantially greater marketing and financial resources than we have. The relative size of their portfolios may allow them to absorb properties with lower returns and allow them to accept more risk on a given property than we can prudently manage, including risks with respect to the creditworthiness of tenants. In addition, these same entities may seek financing through similar channels to us. Competition from these REITs and other third party real estate investors may limit the number of suitable investment opportunities available to us. It also may result in higher prices, lower yields, and a narrower spread of yields over our borrowing costs, making it more difficult for us to acquire new investments on attractive terms.

We have no employees. Our officers are employees of our Manager or its affiliates and are not compensated by us for their service as our officers. The employees of our Manager and its affiliates manage our day-to-day operations and provide management, acquisition, advisory, and certain administrative services for us.

We have elected to be taxed as a REIT under the Internal Revenue Code and have operated as such commencing with the taxable year ended December 31, 2008. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to our stockholders, which is computed without regard to the dividends paid deduction and excluding net capital gain and does not necessarily equal net income as calculated in accordance with GAAP. As a REIT, we generally will not be subject to federal income tax to the extent we distribute qualifying dividends to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions.

We currently operate in a single reportable segment, which includes the acquisition, leasing, and ownership of net leased properties. See Note 2 of our consolidated financial statements included in this Form 10.

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The following are some of the risks and uncertainties that could cause our actual results to differ materially from those presented in our forward-looking statements. You should consider carefully the risks described below and the other information in this Form 10, including our consolidated financial statements and the related notes included in this Form 10. The risks and uncertainties described below are not the only ones we face but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business.

We may not be able to make distributions to our stockholders at the times or in the amounts we expect, or at all.

We may not be able to continue to generate sufficient cash flow from our properties and from possible distributions on our Convertible Preferred BRE Units, if declared and paid, to permit us to make the distributions we expect. If we pay distributions from the proceeds of our securities offering or from borrowings, the amount of capital we ultimately invest may be reduced which may reduce the value of an investment in us.

There is no public trading market for our common stock and we are not required to effectuate a liquidity event by a certain date or at all, and transfers of shares of our common stock are subject to a number of restrictions. As a result, it will be difficult for our stockholders to sell shares of our common stock and, if they are able to sell their shares, they are likely to sell them at a discount.

There is no current public market for our common stock, we do not expect that any such public market will develop in the future, and we have no obligation to list our shares on any public securities market or provide any other type of liquidity to our stockholders by a particular date, or at all. The shares of our common stock are not registered under federal or state securities laws and therefore cannot be resold unless they are subsequently registered under such laws or unless an exemption from registration is available. Although we have adopted our share redemption program pursuant to which our stockholders may request that we redeem shares of our common stock, it is subject to a number of restrictions. Accordingly, our investors should not expect to be able to sell their shares or otherwise liquidate their investment promptly, if at all, and there can be no assurance that the sales price of any shares which are sold would equal or exceed the price originally paid for the shares. Our investors must be prepared to bear the economic risk of holding their shares of our common stock for an indefinite period of time.

Our stockholders are limited in their ability to sell shares of our common stock pursuant to our share redemption program. Our stockholders may not be able to sell any of their shares of our common stock back to us, and if they do sell their shares, they may not receive the price they paid.

We have adopted a share redemption program to provide an opportunity for our stockholders to have shares of our common stock repurchased at a price equal to or at a discount from the current Determined Share Value in effect as of the date the shares are tendered for redemption, subject to a number of restrictions and limitations. No shares may be repurchased under our share redemption program until after the first anniversary of the date of purchase of such shares without approval from our Independent Directors Committee. Further, we are not obligated to repurchase shares of our common stock under the share redemption program. Notwithstanding the procedures outlined in the share redemption program, our board of directors or Independent Directors Committee may, in its sole discretion, reject any share redemption request made by any stockholder at any time. In addition, the share redemption program limits the number of shares that may be redeemed in any quarter. The total number of shares redeemed in any quarter pursuant to the share redemption program may not exceed (i) 1% of the total number of shares outstanding at the beginning of the applicable calendar year, plus (ii) 50% of the total number of any additional shares of our common stock issued during the prior calendar quarter pursuant to our DRIP;

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provided, however, that the total number of shares redeemed during any calendar year may not exceed 5% of the number of shares outstanding as of the first day of such calendar year. There is no fee in connection with a repurchase of shares pursuant to our share redemption program. Finally, our board of directors reserves the right to amend, suspend or terminate the share redemption program at any time upon 30 days notice to our stockholders. As a result of the foregoing, a stockholder may not be able to sell any of its shares of our common stock back to us pursuant to our share redemption program. Moreover, if a stockholder does sell its shares of our common stock back to us pursuant to the share redemption program, the stockholder may not receive the same price it paid for any shares of our common stock being redeemed.

The Independent Directors Committee establishes the Determined Share Value on a quarterly basis. The Determined Share Value is not directly derived from any independent valuation, nor from the value of the existing property portfolio. Investors should use caution in using the Determined Share Value as the current value of shares of our common stock.

On a quarterly basis, the Independent Directors Committee establishes a Determined Share Value per share of our common stock, based on the net asset value of the portfolio, input from management, and such other factors as the Independent Directors Committee may, in its sole discretion, determine, which we refer to as the Determined Share Value. Shares of our common stock are offered in our ongoing private offering at a price per share equal to the current Determined Share Value and cash distributions can be reinvested in additional shares of our common stock pursuant to our distribution reinvestment plan at a price per share equal to 98% of the current Determined Share Value. In addition, shares of our common stock are redeemed by us pursuant to the terms of our share redemption program at a per share price equal to or at a discount to the current Determined Share Value. The Independent Directors Committee may, but is not required to, engage consultants, appraisers and other real estate or investment professionals to assist in their establishment of the Determined Share Value. As a result, the price of the shares of our common stock may not necessarily bear a direct relationship to our book or asset values or to any other established criteria for valuing issued or outstanding common stock and the actual value of an investor’s investment in shares of our common stock could be substantially less than what the stockholder may have paid to purchase the shares.

As with any valuation method, the methods used to determine the Determined Share Value are based upon a number of assumptions, estimates and judgments that may not be accurate or complete. Our assets are valued based upon appraisal standards and the values of our assets using these methods are not required to be a reflection of market value and will not necessarily result in a reflection of fair value under GAAP. Further, different parties using different property-specific and general real estate and capital market assumptions, estimates, judgments, and standards could derive different Determined Share Values, which could be significantly different from the Determined Share Values determined by the Independent Directors Committee. The Determined Share Value established as of any given time is not a direct representation or indication that, among other things, (i) a stockholder would be able to realize the full Determined Share Value if he or she attempts to sell their shares, (ii) a stockholder would ultimately realize distributions per share equal to the Determined Share Value upon liquidation of our assets and settlement of our liabilities or upon a sale of our company, (iii) shares of our common stock would trade at the Determined Share Value on a national securities exchange, (iv) a third party would offer the Determined Share Value in an arms-length transaction to purchase all or substantially all of our shares of common stock, or (v) the methodologies used to estimate the Determined Share Value would be acceptable to the requirements of any regulatory agency.

In order to qualify as a REIT, we retain the right to prohibit certain acquisitions and transfers of shares of our common stock, which limits our investors’ ability to purchase or sell shares.

We cannot maintain our qualification as a REIT if, among other requirements: (i) more than 50% of the value of our outstanding common stock is owned, directly or indirectly, by five or fewer stockholders during the last half of each taxable year, or (ii) fewer than 100 persons own our outstanding common stock during at least 335 days of a 12-month taxable year. In order to assist us in meeting certain REIT qualification requirements, our Articles of Incorporation restrict the direct or indirect ownership by one person or entity to no more than 9.8% of the value of our then outstanding shares of capital stock (which includes common stock and any preferred stock we may issue) and no more than 9.8% of the value or number of shares, whichever is more restrictive, of our then

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outstanding common stock unless exempted by our board of directors. We may, therefore, prohibit certain acquisitions and transfers of shares in an attempt to ensure our continued qualification as a REIT. These prohibitions may prevent our existing stockholders from acquiring additional shares, redeeming their shares, or selling their shares to others who may be deemed to, directly or indirectly, beneficially own our common stock.

Our success is dependent on the performance of our Manager and Asset Manager and any adverse change in their financial health could cause our operations to suffer.

Our ability to achieve our investment objectives and to pay distributions is dependent upon the performance of our Manager and Asset Manager and any adverse change in their financial health could cause our operations to suffer. Our Manager and Asset Manager are sensitive to trends in the general economy, as well as the commercial real estate and related markets. An economic downturn could result in reductions in overall transaction volume and size of sales and leasing activities, and would put downward pressure on our Manager’s and Asset Manager’s revenues and operating results. To the extent that any decline in revenues and operating results impacts the performance of our Manager or Asset Manager, our operating results could suffer.

Loss of key personnel of the Manager could delay or hinder our investment strategy, which could limit our ability to make distributions and decrease the value of an investment in us.

We are dependent upon the contributions of key personnel of the Manager. Our overall success and the achievement of our investment objectives depends upon the performance of our senior leadership team, each of whom is an employee of the Manager. We rely on our senior leadership team to, among other things, identify and consummate acquisitions, design and implement our financing strategies, manage our investments, and conduct our day-to-day operations. Members of our senior leadership team could choose to leave employment with the Manager for any number of reasons. We rely on the experience, efforts, and abilities of these individuals, each of whom would be difficult to replace. The loss of services of one or more members of our senior leadership team, or the Manager’s inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities, and weaken our relationships with lenders, business partners, existing and prospective tenants, and industry participants, all of which could materially and adversely affect us.

In particular, Amy L. Tait and Christopher J. Czarnecki, our Executive Chairman of the board of directors and Chief Investment Officer and our Chief Executive Officer, respectively, and employees of the Manager, have significant real estate experience which would be difficult to replace. Each of Ms. Tait and Mr. Czarnecki has an employment agreement with the Manager which includes non-competition and non-solicitation covenants; however, these agreements could be amended by the Manager from time to time. Although the Manager has “key employee” life and disability insurance on each of Ms. Tait and Mr. Czarnecki, the proceeds of that insurance will be used as determined by the board of managers of the Manager, which consists of two appointees of the Manager’s management and two appointees of Trident BRE, and may be diverted to uses other than replacing the deceased or incapacitated executive. We may suffer direct, reputational, and other costs in the event of the loss of the services of either Ms. Tait or Mr. Czarnecki.

We pay substantial fees to our Manager and Asset Manager. These fees were not negotiated at arm’s length, may be higher than fees payable to unaffiliated third parties and may reduce cash available for investment.

We pay substantial fees to our Manager and Asset Manager. These fees were agreed to prior to the company accepting outside capital from investors other than our sponsors and were not negotiated at arm’s length. Due to the fact that these fees were determined without the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties, the fees could be in excess of amounts that we would otherwise pay to third parties for such services. In addition, the full offering price paid by our investors in our private offering will not be invested in properties. The proceeds are primarily used to acquire and operate our properties, but may also used by us for general corporate purposes and to pay fees due to the Manager and the Asset Manager. As a result,

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stockholders will only receive a full return of their invested capital if we either (1) sell our assets or our company for a sufficient amount in excess of the original purchase price of our assets or (2) the market value of our company after we list our shares of common stock on a national securities exchange is substantially in excess of the original purchase price of our assets.

We may not receive our expected cumulative preferred return on our investment in the Convertible Preferred BRE Units and, if we do not timely convert the Convertible Preferred BRE Units into common membership units of the Manager, we will not participate in any liquidation event of the Manager in excess of our investment in the Convertible Preferred BRE Units and cumulative preferred return.

The Convertible Preferred BRE Units we hold are entitled to distributions from the Manager equal to a cumulative 7.0% annual preferred return, payable prior to distributions paid to the holders of common membership units of the Manager, which preferred return increases annually by 0.25%. However, there can be no assurance that the board of managers of the Manager will declare and pay such distributions. The Convertible Preferred BRE Units are convertible, in whole and not in part, into common membership units of the Manager during the period from January 1, 2018 to December 31, 2019 (“conversion period”). If we do not elect to convert the Convertible Preferred BRE Units into common membership units of the Manager during the conversion period, we will be limited to a return of our investment in the Convertible Preferred BRE Units and any unpaid cumulative preferred return payable on the Convertible Preferred BRE Units in the event of a liquidation of the Manager.

As holder of the Convertible Preferred BRE Units, we have limited rights to approve or disapprove actions of the Manager.

We have limited rights to participate in the management of or control the Manager. The Convertible Preferred BRE Units have no voting rights, except for the limited right to approve, voting as a class, any amendment to the limited liability company agreement of the Manager which would materially and adversely affect the rights of the Convertible Preferred BRE Units or would create a series or type of membership interests senior to or on a parity with the Convertible Preferred BRE Units. As holder of the Convertible Preferred BRE Units, we do have the right to appoint one individual to attend, in an observer capacity, any meeting of the board of managers of the Manager and receive information provided to the managers of the Manager; however such individual has no power to participate in the voting of the board of managers of the Manager or otherwise control the Manager.

We expect to incur significant costs in connection with Exchange Act compliance and we may become subject to liability for any failure to comply, which could materially impact our financial performance.

We will incur significant legal, accounting, insurance, and other expenses as a result of our registration of our common stock under the Exchange Act, which will subject us to Exchange Act rules and related reporting requirements. This compliance with the reporting requirements of the Exchange Act will require timely filing of Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K, among other actions. Further, the Dodd-Frank Act and the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the SEC, have increased the costs of corporate governance, reporting, and disclosure practices to which we will be subject upon the effectiveness of this Form 10 and later dates, as applicable. Rules that the SEC is implementing or is required to implement pursuant to the Dodd-Frank Act are expected to require additional regulatory changes. Our efforts to comply with applicable laws and regulations, including requirements of the Exchange Act, are expected to involve significant, and potentially increasing, costs. In addition, these laws, rules, and regulations create new legal bases for administrative, civil, and criminal proceedings against us in case of non-compliance, thereby increasing our risk of liability and potential sanctions.

A cybersecurity incident and other technology disruptions could negatively impact our business.

We use technology in substantially all aspects of our business operations. We also use mobile devices, outside vendors, and other online activities to connect with our tenants, vendors, and employees of our affiliates.

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Such uses give rise to potential cybersecurity risks, including security breach, espionage, system disruption, theft, and inadvertent release of information. Our business involves the storage and transmission of numerous classes of sensitive and confidential information and intellectual property, including tenants’ and suppliers’ information, private information about employees of our affiliates, and financial and strategic information about us. If we fail to assess and identify cybersecurity risks associated with our operations, we may become increasingly vulnerable to such risks. Additionally, the measures we have implemented to prevent security breaches and cyber incidents may not be effective. The theft, destruction, loss, misappropriation, or release of sensitive or confidential information or intellectual property, or interference with our information technology systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of tenants, potential liability, and competitive disadvantage, any of which could result in a material adverse effect on our financial condition or results of operations.

A failure to maintain effective internal controls could have a material adverse effect on our business, financial condition, and results of operations.

Effective internal controls over financial reporting, disclosures, and operations are necessary for us to provide reliable financial reports and public disclosures, effectively prevent fraud, and operate successfully. If we cannot provide reliable financial reports and public disclosures or prevent fraud, our reputation and operating results would be harmed. Our internal controls over financial reporting and our operating internal controls may not prevent or detect financial misstatements or loss of assets because of inherent limitations, including the possibility of human error, management override of controls, or fraud. Effective internal controls can provide only reasonable assurance with respect to financial statement accuracy, public disclosures, and safeguarding of assets. Any failure of these internal controls, including any failure to implement required new or improved controls as a result of changes to our business or otherwise, or if we experience difficulties in their implementation, could result in decreased investor confidence in the accuracy and completeness of our financial reports and public disclosures, civil litigation, or investigations by the SEC or other regulatory authorities, which may adversely impact our business, financial condition, and results of operations and we could fail to meet our reporting obligations.

If we internalize our management functions, we could incur other significant costs associated with being self-managed.

Our board of directors may decide in the future to internalize our management functions. If we do so, we may elect to negotiate to acquire the Manager’s and the Asset Manager’s assets and hire the Manager’s personnel. While we would no longer bear the costs of the various fees and expenses we expect to pay to the Manager and the Asset Manager under the Property Management Agreement and the Asset Management Agreement, our direct expenses would include additional general and administrative costs that are currently paid by the Asset Manager and Manager. In addition, we could be required to pay certain costs and contract termination fees in connection with our current management agreements with the Manager and the Asset Manager. For additional information regarding these termination fees, please see Item 7. “Certain Relationships and Related Transactions and Director Independence” of this Form 10. We would also be required to employ personnel and would be subject to potential liabilities commonly faced by employers, such as workers disability and compensation claims, potential labor disputes, and other employee-related liabilities and grievances as well as incur the compensation and benefits costs of our officers and other employees and consultants that are paid by the Manager and the Asset Manager. We cannot reasonably estimate the amount of fees to the Manager and the Asset Manager we would save or the costs we would incur if we became self-managed. If the expenses we assume as a result of an internalization are higher than the expenses we avoid paying to the Manager and the Asset Manager, our funds from operations would be lower as a result of the internalization than they otherwise would have been, potentially decreasing the amount of funds available to distribute to our stockholders.

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Disruptions in the financial markets and deteriorating economic conditions could adversely impact our ability to implement our investment strategy and achieve our investment objectives.

The United States and global financial markets have experienced extreme volatility and disruption within the past decade. There was a widespread tightening in overall credit markets, devaluation of the assets underlying certain financial contracts, and increased borrowing by governmental entities. The turmoil in the capital markets resulted in constrained equity and debt capital available for investment in the real estate market, resulting in fewer buyers seeking to acquire properties, increases in capitalization rates, and lower property values. Recently, capital has been more available and the overall economy has begun to improve. However, the failure of a sustained economic recovery or future disruptions in the financial markets and deteriorating economic conditions could impact the value of our investments in properties. In addition, if potential purchasers of properties have difficulty obtaining capital to finance property acquisitions, capitalization rates could increase and property values could decrease. Current economic conditions greatly increase the risks of our investments. See “– Risks Related to Investments in Real Estate.”

We report FFO and AFFO, each of which is a non-GAAP financial measure, which we believe to be appropriate supplemental measures to reflect our operating performance.

Not all REITs calculate FFO and AFFO and other similar measures in the same way, and therefore comparisons of our disclosures of such measures with that of other REITs may not be meaningful. FFO and AFFO should not be considered as an alternative to net income as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs, including our ability to make distributions to our stockholders. FFO and AFFO should be reviewed in conjunction with GAAP measurements as an indication of our performance. We have provided a reconciliation of these measures to net income, which we believe to be the most comparable GAAP measure, in Item 2. “Financial Information – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Net Income and Non-GAAP Measures (FFO and AFFO),” of this Form 10.

Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO and AFFO. In the future, the SEC or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and in response to such standardization we may have to adjust our calculation and characterization of FFO and AFFO accordingly.

Maryland law and our organizational documents limit the rights of our stockholders to bring claims against our officers and directors.

Maryland law provides that a director of a Maryland corporation will not have any liability in that capacity if he or she performs his or her duties in accordance with the applicable standard of conduct. In addition, our Articles of Incorporation provide that, subject to the applicable limitations set forth therein or under Maryland law, no director or officer will be liable to us or our stockholders for monetary damages. Our Articles of Incorporation also provide that we will generally indemnify and advance expenses to our directors, our officers, and our Asset Manager and its affiliates for losses they may incur by reason of their service in those capacities subject to any limitations under Maryland law or in our Articles of Incorporation. Moreover, we have entered into separate indemnification agreements with each of our directors and executive officers. As a result, we and our stockholders may have more limited rights against these persons than might otherwise exist under common law, which could reduce our stockholders’ and our recovery against such persons. In addition, we may be obligated to fund the defense costs incurred by these persons in some cases, which would reduce the cash available for distributions. We have purchased insurance under a policy that insures both us and our officers and directors against exposure and liability normally insured against under such policies, including exposure on the indemnities described above.

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The limit on the number of shares of our common stock a person may own may discourage a takeover or business combination that could otherwise result in a premium price to our stockholders.

Our Articles of Incorporation authorize our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Our Articles of Incorporation restrict the direct or indirect ownership by one person or entity to no more than 9.8% of the value of our then outstanding shares of capital stock (which includes common stock and any preferred stock we may issue) and no more than 9.8% of the value or number of shares, whichever is more restrictive, of our then outstanding common stock unless exempted by our board of directors. This restriction may discourage a change of control of us and may deter individuals or entities from making tender offers for shares of our common stock on terms that might be financially attractive to stockholders or which may cause a change in our management. In addition to deterring potential transactions that may be favorable to our stockholders, these provisions may also decrease our stockholders’ ability to sell their shares of our common stock.

We may issue preferred stock or separate classes or series of common stock, the issuance of which could adversely affect the holders of our common stock.

Our Articles of Incorporation authorize us to issue up to 100,000,000 shares of stock, and our board of directors, without any action by our stockholders, may amend our Articles of Incorporation from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series of stock that we have authority to issue. Holders of shares of our common stock do not have preemptive rights to acquire any shares issued by us in the future.

In addition, our board of directors may classify or reclassify any unissued shares of our common stock or preferred stock and establish the preferences, rights and powers of any such stock. As a result, our board of directors could authorize the issuance of preferred stock or separate classes or series of common stock with terms and conditions that could have priority, with respect to distributions and amounts payable upon our liquidation, over the rights of our common stock. The issuance of shares of such preferred or separate classes or series of common stock could dilute the value of an investment in shares of our common stock. The issuance of shares of preferred stock or a separate class or series of common stock could also have the effect of delaying, discouraging, or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for holders of our common stock.

The Independent Directors Committee may change our investment policies without stockholder approval, which could alter the nature of an investment in us.

The methods of implementing our investment policies and strategy may vary as new real estate development trends emerge, new investment techniques are developed, and market conditions evolve. Our investment policies, the methods for their implementation, and our other objectives, policies, and procedures may be altered by the Independent Directors Committee without the approval of our stockholders. As a result, the nature of an investment in us could change without the consent of our stockholders.

Our UPREIT structure may result in potential conflicts of interest with members in the Operating Company whose interests may not be aligned with those of our stockholders.

We use an UPREIT structure because a contribution of property directly to us, rather than the Operating Company, is generally a taxable transaction to the contributing property owner. In the UPREIT structure, a contributor of a property may transfer the property to the Operating Company in exchange for membership units and defer taxation of a gain until the contributor later disposes of or exchanges its membership units for shares of our common stock. We believe that using an UPREIT structure gives us an advantage in acquiring desired properties from persons who may not otherwise sell their properties because of unfavorable tax results.

We may issue membership units of the Operating Company in connection with certain transactions. Members in the Operating Company have the right to vote on certain amendments to the limited liability

Index to Financial Statements

company agreement of the Operating Company, as well as on certain other matters. Persons holding such voting rights may exercise them in a manner that conflicts with the interests of our stockholders. As the managing member of the Operating Company, we are obligated to act in a manner that is in the best interest of all members of the Operating Company. Circumstances may arise in the future when the interests of members in the Operating Company may conflict with the interests of our stockholders. These conflicts may be resolved in a manner stockholders do not believe are in their best interest.

The value of an investment in our common stock may be reduced if we are required to register as an investment company under the Investment Company Act, and if we are subject to registration under the Investment Company Act, we will not be able to continue our business.

Neither we, the Operating Company, nor any of our subsidiaries intend to register as an investment company under the Investment Company Act. The Operating Company’s and subsidiaries’ investments in real estate will represent the substantial majority of our total asset mix. In order for us not to be subject to regulation under the Investment Company Act, we engage, through the Operating Company and our wholly and majority-owned subsidiaries, primarily in the business of buying real estate.

If we were obligated to register as an investment company, we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things:

Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis, which we refer to as the 40% test. Excluded from the term “investment securities,” among other things, are U.S. government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

We expect that most of our assets will be held through wholly or majority-owned subsidiaries of the Operating Company. We believe that we, the Operating Company, and most of the subsidiaries of the Operating Company will not fall within either definition of investment company under Section 3(a)(1) of the Investment Company Act as we intend to invest primarily in real property, through our wholly or majority-owned subsidiaries, which we expect to have at least 60% of their assets in real property. As these subsidiaries would be investing either solely or primarily in real property, they would be outside of the definition of “investment company” under Section 3(a)(1) of the Investment Company Act. We are organized as a holding company that conducts its businesses primarily through the Operating Company, which in turn is a holding company conducting its business through its subsidiaries. Both we and the Operating Company intend to conduct our operations so that they comply with the 40% test. We will monitor our holdings to ensure continuing and ongoing compliance with this test. In addition, we believe that neither we nor the Operating Company will be considered an investment company under Section 3(a)(1)(A) of the Investment Company Act because neither we nor the Operating Company will engage primarily or hold itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Rather, through the Operating Company’s wholly owned or

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majority owned subsidiaries, we and the Operating Company will be primarily engaged in the non-investment company businesses of these subsidiaries, namely the business of purchasing or otherwise acquiring real property.

To ensure that neither we nor any of our subsidiaries, including the Operating Company, are required to register as an investment company, each entity may be unable to sell assets that it would otherwise want to sell and may need to sell assets that it would otherwise wish to retain. In addition, we, the Operating Company or our subsidiaries may be required to acquire additional income- or loss-generating assets that we might not otherwise acquire or forego opportunities to acquire interests in companies that we would otherwise want to acquire. Although we, the Operating Company and our subsidiaries intend to monitor our portfolio periodically and prior to each acquisition and disposition, any of these entities may not be able to remain outside the definition of investment company or maintain an exclusion from the definition of investment company. If we, the Operating Company or our subsidiaries are required to register as an investment company but fail to do so, the unregistered entity would be prohibited from engaging in our business, and criminal and civil actions could be brought against such entity. In addition, the contracts of such entity would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of the entity and liquidate its business.

The officers and employees of the Manager and its affiliates face competing demands relating to their time, which may cause our operating results to suffer.

The officers and employees of the Manager and the Asset Manager are not prohibited from raising money for, or managing, other investment entities, or from engaging in business activities and investments unrelated to us. As a result, these persons may have competing demands on their time and resources and they may face conflicts of interest in allocating their time between our business and these other activities. During times of intense activity in other programs and ventures, they may devote less time and fewer resources to our business than is necessary or appropriate. If this occurs, the returns on an investment in our company may suffer.

The Manager and Asset Manager currently sponsor and provide services to Broadtree Residential, Inc., a private REIT with approximately $125 million in investments in a diversified pool of income-producing residential U.S. real estate. As of March 31, 2017, the Manager employed approximately 36 individuals who dedicate time to both Broadstone Net Lease, Inc., and Broadtree Residential, Inc. The Manager and Asset Manager may sponsor and provide services to additional entities in the future.

Our officers and certain of our directors face conflicts of interest related to the positions they hold with affiliated entities, which could hinder our ability to successfully implement our business strategy and to generate returns for our investors.

Our executive officers and affiliated directors are also officers and managers of, and in some cases equity investors in, our Manager and other affiliated entities. Most significantly, Amy L. Tait, our Executive Chairman of the board of directors and Chief Investment Officer, serves as an executive officer of the Manager, is a member of the Manager’s board of managers, and as of March 31, 2017, owns, together with an investment entity for the families of Ms. Tait and the late Norman Leenhouts, an approximately 45.20% equity ownership interest in the Manager, and Christopher J. Czarnecki, our Chief Executive Officer and a member of our board of directors, is an executive officer of the Manager and a member of the Manager’s board of managers. Mr. Czarnecki and our other executive officers also own membership interests in the Manager. All of our executive officers are officers of the Manager and, in certain circumstances, other affiliated entities.

As a result, these individuals owe fiduciary duties to the Manager and other affiliated entities, which may conflict with the duties that they owe to us and our stockholders. Their responsibilities to these other entities could result in actions or inactions that are detrimental to our business, which could harm the implementation of our business strategy and our investment and leasing opportunities. If we do not successfully implement our business strategy, we may be unable to generate cash needed to make distributions to our stockholders and to maintain or increase the value of our assets.

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The Manager and the Asset Manager and their respective affiliates, including some of our directors and officers, face conflicts of interest relating to our compensation arrangements with the Manager and the Asset Manager, which could result in actions that are not in the best interests of our stockholders.

Pursuant to the Asset Management Agreement and the Property Management Agreement, the Asset Manager and the Manager receive substantial fees from us in return for their services. These compensation arrangements could influence the advice and services provided to us by the Asset Manager and the Manager and present potential conflicts of interest for the officers, employees, and equity owners of the Manager and Asset Manager who also serve as our directors and officers.

Pursuant to the Asset Management Agreement, the Asset Manager is entitled to receive substantial compensation regardless of our performance or the quality of the services provided to us. As a result, the Asset Manager’s interests may not be wholly aligned with those of our stockholders. Our Asset Manager could be motivated to recommend riskier or more speculative investments in order to generate higher annual asset management fees regardless of the quality of the properties acquired or the services provided to us. In addition, because the asset management fees payable to the Asset Manager are subject to deferral through December 31, 2017 in the event distributions to our stockholders do not equal at least $3.50 in any rolling twelve-month period, the Asset Manager may increase borrowings or sell properties in order to fund the distributions needed to avoid such a deferral and permit payment of the asset management fee on a current basis. Further, the acquisition fees and disposition fees payable by us to the Asset Manager may incentivize the Asset Manager to recommend or pursue property acquisitions or dispositions that it would otherwise not recommend or pursue, or upon different terms than it would otherwise find acceptable, if it was not entitled to such fees.

Pursuant to the Property Management Agreement, the Manager is entitled to receive a property management fee based on the gross rentals payable by the tenants in our properties regardless of the properties’ quality, our overall financial performance, or the quality of the services provided to us by the Manager. As a result, our Manager’s interests may not be wholly aligned with those of our stockholders. The management fees paid to the Manager could also incentivize the Asset Manager to recommend or pursue property acquisitions that it would otherwise not recommend or pursue, or upon different terms than it would otherwise find acceptable, if the Manager was not entitled to such fees.

For additional information regarding these compensation arrangements, see Item 7. “Certain Relationships and Related Transactions and Director Independence” of this Form 10.

The Asset Manager and Manager are entitled to significant termination fees in the event that we terminate the Asset Management Agreement or Property Management Agreement.

Pursuant to the Asset Management Agreement and the Property Management Agreement, in the event that we terminate the Asset Management Agreement or the Property Management Agreement other than for “cause” (as defined in the Asset Management Agreement and the Property Management Agreement), we are required to pay the Asset Manager or the Manager, as applicable, a significant termination fee. The termination fee payable pursuant to the Asset Management Agreement is equal to three times the asset management fee to which the Asset Manager was entitled during the twelve-month period immediately preceding the date of the termination. The termination fee payable pursuant to the Property Management Agreement is equal to three times the property management fee to which the Manager was entitled during the twelve-month period immediately preceding the date of the termination. The existence of these termination fees may create conflicts of interest with respect to the termination of the Asset Management Agreement and the Property Management Agreement.

Trident BRE holds a significant ownership interest in the Manager, has the power to appoint two members of the board of managers of the Manager, and employs one of the non-independent members of our board of directors. Trident BRE’s interests may not be fully aligned with those of our other stockholders.

As of March 31, 2017, Trident BRE holds an approximate 45.20% equity ownership interest in the Manager, and has the power to appoint two of the four members of the board of managers of the Manager. In

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addition, Agha Khan, one of the two non-independent members of our board of directors appointed by the Asset Manager, is an employee of Stone Point Capital LLC, an affiliate of Trident BRE. The other member of the board of managers of the Manager appointed by Trident BRE and Mr. Khan owe duties to Stone Point Capital LLC and Trident BRE and their affiliates in addition to their duties to the Manager and us, and may face conflicts of interests as a result. Trident BRE may influence the manner in which our Asset Manager (a wholly-owned subsidiary of the Manager) seeks to acquire or dispose of properties or otherwise performs its duties under the Asset Management Agreement or cause the Manager or its affiliates to take on new activities unrelated to our business.

Our operating results are affected by economic and regulatory changes that impact the real estate market in general.

Our investments in real properties are subject to risks generally attributable to the ownership of real property, including:

All of these factors are beyond our control. Any negative changes in these factors could affect our ability to meet our obligations and make distributions to stockholders.

We are unable to predict future changes in global, national, regional, or local economic, demographic, or real estate market conditions. For example, a recession or rise in interest rates could make it more difficult for us to lease or dispose of properties and could make alternative interest-bearing and other investments more attractive and therefore potentially lower the relative value of the real estate assets we acquire. These conditions, or others we cannot predict, may adversely affect our results of operations and returns to our stockholders. In addition, the value of the properties we acquire may decrease following the date we acquire such properties due to the risks described above or any other unforeseen changes in market conditions. If the value of our properties decreases, we may be forced to dispose of our properties at a price lower than the price we paid to acquire our properties, which could adversely impact the results of our operations and our ability to make distributions and return capital to our investors.

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We face competition for the purchase and financing of properties from entities with substantially more capital at their disposal that may cause us to have difficulty finding or maintaining properties that generate favorable returns.

We compete with many other entities engaged in real estate investment activities, including other REITs, specialty finance companies, savings and loan associations, sovereign wealth funds, banks, mortgage bankers, insurance companies, institutional investors, investment banking firms, lenders, governmental bodies, and other entities, many of which have greater resources than we do. Larger REITs may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. Further, the rental rates that we are able to receive on the properties we purchase depend substantially upon the presence of competition from these other property purchasers and, to a certain extent, upon the availability of mortgage financing at similar rates that would allow a tenant to own its property. The availability of these alternative purchasers or sources of financing at lower rates has periodically caused competition for attractive properties and caused reduction in market rental rates, both of which could diminish returns to our investors.

A concentration of our investments in a certain state or geographic regions may leave our profitability vulnerable to a downturn or slowdown in state or region.

Our current Investment Policy provides that we may not invest more than 15% of the aggregate cost of our portfolio in properties located in any single metropolitan statistical area or more than 20% of the aggregate cost of our portfolio in properties located in any single state. However, if our Investment Policy was amended or for some other reason our investments became concentrated in a particular state or geographic region, and such state or geographic region experiences economic difficulty disproportionate to the nation as a whole, then the potential effects on our revenues, and as a result, our cash available for distribution to our stockholders, could be more pronounced than if we had more fully diversified our investments geographically.

A significant portion of our property portfolio’s annual base rent is concentrated in specific industry classifications, tenants and geographic locations.

As of March 31, 2017 approximately 25.7% of the NTM Rent from our property portfolio was generated by tenants in the restaurant industry and approximately 20.5% of the NTM Rent was generated by tenants in the healthcare industry. Any economic difficulties or downturns which disproportionately impact such industries could have an adverse effect on our results of operations and ability to pay distributions.

We are dependent on our tenants for substantially all of our revenue and our success is materially dependent on the financial stability of our tenants.

Each of our existing properties is occupied by only one master tenant, and as a result our success is dependent on the financial stability of these tenants in the aggregate. Our tenants encounter significant macroeconomic, governmental, and competitive forces. Adverse changes in consumer spending or consumer preferences for particular goods, services, or store based retailing could severely impact the ability of certain of our tenants to pay rent. The default or financial distress of a tenant on its lease payments may cause us to lose some of the anticipated revenue from the property. Vacancies in properties reduce our revenues, increase property expenses, and could decrease the value of each such vacant property. In the event of a material default under a lease, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and possibly re-letting the property. If a lease is terminated, we cannot assure our investors that the property could be leased for the same amount of rent previously received or that we could sell the property without incurring a loss.

In addition, our ability to increase our revenues and operating income may depend on steady growth of demand for the products and services offered by our tenants. A significant decrease in demand for our tenants’ products and services for any reason could result in a reduction in tenant performance and consequently, adversely affect us.

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If a tenant files for bankruptcy, we may be precluded from collecting all sums due to us.

If a tenant, or the guarantor of a lease of a tenant, commences, or has commenced against it, any legal or equitable proceeding under any bankruptcy, insolvency, receivership, or other debtor’s relief statute or law (collectively, a “bankruptcy proceeding”), we may be unable to collect all sums due to us under that tenant’s lease. Any or all of the lease obligations of our tenants, or any guarantor of our tenants, could be subject to a bankruptcy proceeding which may bar our efforts to collect pre-bankruptcy debts from these entities or their properties, unless we are able to obtain an enabling order from the bankruptcy court. If our lease is rejected by a tenant in bankruptcy, we may only have a general unsecured claim against the tenant and may not be entitled to any further payments under the lease. A bankruptcy proceeding could hinder or delay our efforts to collect past due balances and ultimately preclude collection of these sums, resulting in a decrease or cessation of rental payments and reducing returns to our investors.

If we are delayed or unable to find suitable investments, we may not be able to achieve our investment objectives and our investors’ returns may be reduced.

We may experience difficulty in finding attractive properties resulting in a delay of investment of the proceeds from our ongoing offering in real estate and reducing our ability to make distributions and, thus, the returns to our investors. Our investors’ returns may be reduced to the extent we are delayed in our selection and acquisition of real estate properties. The proceeds of our ongoing private offering will generally be used to pay down existing advances under the Operating Company’s line of credit or invested at money market rates until such time as it is used to acquire a real estate property. Any proceeds from our ongoing private offering that are ultimately invested by the Operating Company at money market rates will likely produce less income than if such proceeds were immediately invested in real estate properties. As a result, our investors’ returns may be reduced to the extent we are delayed in our selection and acquisition of real estate properties.

Some properties may be suitable for only one use and may be costly to refurbish if a lease is terminated.

The properties we purchase may be designed for a particular type of tenant or tenant use. If a tenant of such property does not renew its occupancy or defaults on its lease, the property might not be marketable without substantial capital improvements. The cost of such improvements may reduce the amount of cash available for distributions to our investors. An attempt to lease or sell the property without such improvements could also result in a lower rent or selling price and may also reduce the amount of cash available for distributions to our investors.

Because real estate investments are relatively illiquid, our ability to adjust our portfolio promptly in response to economic or other conditions may be limited. Certain significant expenditures generally do not change in response to economic or other conditions, including: (i) debt service (if any), (ii) real estate taxes, and (iii) operating and maintenance costs. This combination of variable revenue and relatively fixed expenditures may result, under certain market conditions, in reduced earnings and could have an adverse effect on our financial condition.

We may experience difficulty in the sale of a property and could be forced to sell a property at a price that reduces the return to our investors.

The real estate market is affected by many factors that are out of our control, including the availability of financing, interest rates, and other factors, as well as supply and demand for real estate investments. As a result, we cannot predict whether we will be able to sell a property or whether such sale could be made at a favorable price or on terms acceptable to us. We also cannot predict the length of time which will be needed to identify a purchaser or to complete the sale of any property.

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We can reinvest proceeds from sales of our properties in replacement properties without our investors’ approval.

We may, from time to time, sell a property and reinvest the proceeds in a replacement property rather than make a distribution to our investors. Our investors will not have a right to the cash received by the Operating Company from the sale of a property and must rely upon the ability of the Asset Manager to find replacement properties in which to reinvest the proceeds.

Long-term leases may not result in fair market lease rates over time; therefore, our income and our distributions to our stockholders could be lower than if we did not enter into long-term leases.

We generally lease our properties pursuant to long-term leases with terms of 10 or more years, often with extension options. Our long-term leases generally provide for rents to increase over time, due to fixed rent increases or increases based upon increases in the consumer price index or financial metrics related to the tenant. However, if we do not accurately judge the potential for increases in market rental rates, we may set the terms of these long-term leases at levels such that even after contractual rental increases the rent under our long-term leases is less than then-current market rental rates. Further, we may have a limited ability to terminate those leases or to adjust the rent to then-prevailing market rates.

Our rights and obligations with respect to the leases at our properties, mortgage loans, or other loans are governed by written agreements. A court could determine that one or more provisions of such an agreement are unenforceable, such as a particular remedy, a master lease covenant, a loan prepayment provision, or a provision governing our security interest in the underlying collateral of a borrower or lessee. We could be adversely impacted if this were to happen with respect to an asset or group of assets.

Our costs of compliance with governmental laws and regulations may reduce the investment return of our stockholders.

All real property and the operations conducted on real property are subject to numerous federal, state and local laws and regulations. We cannot predict what laws or regulations will be enacted in the future, how future laws or regulations will be administered or interpreted, or how future laws or regulations will affect us or our properties, including, but not limited to, environmental laws and regulations. Compliance with new laws or regulations, or stricter interpretation of existing laws, may require us or our tenants to incur significant expenditures, impose significant liability, restrict or prohibit business activities, and could cause a material adverse effect on our results of operation.

We may be subject to known or unknown environmental liabilities and hazardous materials on our properties.

There may be known or unknown environmental liabilities associated with properties we own or acquire in the future. Certain uses of some properties may also have a heightened risk of environmental liability because of the hazardous materials used in performing services on those properties, such as convenience stores with underground petroleum storage tanks or auto parts and auto service businesses using petroleum products, paint, machine solvents, and other hazardous materials. Some properties may contain asbestos or asbestos-containing materials, or may contain or may develop mold or other bio-contaminants. Asbestos-containing materials must be handled, managed, and removed in accordance with applicable governmental laws, rules and regulations. Mold and other bio-contaminants can produce airborne toxins, may cause a variety of health issues in individuals and must be remediated in accordance with applicable governmental laws, rules, and regulations.

The Asset Manager undertakes customary environmental diligence prior to our acquisition of any property. As a current or previous owner of a real estate property, however, we may be required to remove or remediate hazardous or toxic substances on, under, or in such property under various federal, state, and local environmental

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laws, ordinances, and regulations. These laws may impose liability whether or not the Operating Company knew of, or was responsible for, the presence of such hazardous or toxic substances. Our use and operation of a property may also be restricted by environmental laws or require certain expenditures. Failure to comply with environmental laws may result in sanctions by governmental agencies or liability to third parties. The cost of compliance or defense against claims from a contaminated property will likely affect our results of operations and ability to make distributions.

The insurance we purchase for our properties might not be adequate to cover losses we incur.

Although the Manager arranges for, or will require tenants to maintain, comprehensive insurance coverage on our properties, some catastrophic types of losses (e.g., from hurricanes, floods, earthquakes, or other types of natural disasters or wars or other acts of violence) may be either uninsurable or not economically insurable. If a disaster occurs, we could suffer a complete loss of capital invested in, and any profits expected from, the affected properties. If uninsured damages to a property occur or a loss exceeds policy limits and we do not have adequate cash to fund repairs, we may be forced to sell the property at a loss or to borrow capital to fund the repairs.

Our business strategy relies on external financing and, as a result, we may be negatively affected by restrictions on additional borrowings and are subject to the risks associated with leverage, including our debt service obligations.

We use leverage so that we may make more investments than would otherwise be possible in order to maximize potential returns to stockholders. We have been gradually reducing our overall leverage over the past few years, particularly in light of the Operating Company receiving an investment grade credit rating, but we still maintain a significant amount of debt, and may increase our debt going forward. Our ability to achieve our investment objectives will be affected by our ability to borrow money in sufficient amounts and on favorable terms. In addition, we may be unable to obtain the degree of leverage we believe to be optimal, which may cause us to have less cash for distribution to stockholders than we would have with an optimal amount of leverage.

We have incurred, and intend to incur in the future, unsecured borrowings and mortgage indebtedness, which may increase our business risks, could hinder our ability to make distributions, and could decrease the value of an investment in our shares.

We have incurred, and plan to incur in the future, financing through unsecured borrowings under term loans and our revolving line of credit and mortgage loans secured by some or all of our real properties. In some cases the mortgage loans we incur are guaranteed by us, the Operating Company, or both. We may also borrow funds if necessary to satisfy the requirement that we distribute to stockholders as dividends at least 90% of our annual REIT taxable income, or otherwise as is necessary or advisable to assure that we maintain our qualification as a REIT for federal income tax purposes. Our current Leverage Policy targets a leverage ratio equal to 35% to 45% of the approximate market value of our assets. The actual leverage ratio will vary over time but may not exceed 50% without the approval of the Independent Directors Committee. Depending on market conditions and other factors, the Independent Directors Committee may change our Leverage Policy from time to time in its discretion.

We may incur mortgage debt on a particular property, especially if we believe the property’s projected cash flow is sufficient to service the mortgage debt. If there is a shortfall in cash flow, however, then the amount available for distributions to our stockholders may be affected. In addition, incurring mortgage debt may increase the risk of loss since defaults on indebtedness secured by a property may result in foreclosure actions initiated by lenders and our loss of the property securing the loan that is in default. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax

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basis in the property, we would recognize taxable income on foreclosure but would not receive any of the proceeds. We may give full or partial guarantees to lenders to the Operating Company or its affiliates. If we give a guaranty on behalf of the Operating Company, we will be responsible to the lender for satisfaction of the debt if it is not paid by the Operating Company. If any mortgages contain cross-collateralization or cross-default provisions, there is a risk that more than one of our real properties may be affected by a default. If any of our properties are foreclosed upon due to a default, our results of operations and ability to pay distributions to our stockholders may be adversely affected.

Our line of credit and term loan agreements contain various covenants which, if not complied with, could accelerate our repayment obligations, thereby materially and adversely affecting our liquidity, financial condition, results of operations, and ability to pay distributions to stockholders.

We are subject to various financial and operational covenants and financial reporting requirements pursuant to the agreements we have entered into governing our line of credit and term loans. These covenants require us to, among other things, maintain certain financial ratios, including fixed charge coverage, debt service coverage, and a minimum tangible net worth, amongst others. As of March 31, 2017, we were in compliance with all of our loan covenants. Our continued compliance, however, with these covenants depends on many factors, and could be impacted by current or future economic conditions, and thus there are no assurances that we will continue to comply with these covenants. Failure to comply with these covenants would result in a default which, if we were unable to obtain a waiver from the lenders, could accelerate our repayment obligations and thereby have a material adverse impact on our liquidity, financial condition, results of operations and ability to pay distributions to stockholders.

Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to make distributions to our stockholders.

We have a significant amount of debt. Although we believe we have effectively hedged the risk of interest rate increases through swaps, we will need to refinance our debt in the future. Accordingly, increases in interest rates would increase our interest costs, which could have a material adverse effect on our operating cash flow and ability to pay distributions. In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our properties at times which may not permit realization of the maximum or anticipated return on such investments.

An inability to refinance existing mortgage debt as it matures could impact distributions to our stockholders.

Since the mortgage loans secured by certain of our properties amortize over a period longer than their maturity, we will owe substantial amounts of principal on the maturity of such loans. If we cannot refinance these loans on favorable terms, more of our cash from operations may be required to service the loans, properties may have to be sold to fund principal repayments, or properties may be lost to foreclosure. This could adversely affect our results of operations and reduce cash available for distributions.

Failure to maintain our current credit rating could adversely affect our cost of capital, liquidity, and access to capital markets.

In March of 2016, Moody’s Investors Service assigned the Operating Company an investment grade credit rating of Baa3 with a stable outlook, which was re-affirmed in March of 2017. As a result of receiving the investment grade credit rating, effective April 1, 2016, the interest rate pricing grids utilized to determine the spread we pay over LIBOR for two of our three unsecured credit facilities changed from being dependent upon our leverage ratio, to being dependent upon our credit rating. The rating is based on a number of factors, including an assessment of our financial strength, portfolio size and diversification, credit and operating metrics, and sustainability of cash flow and earnings. If we are unable to maintain our current credit rating it could adversely affect our cost of capital, liquidity, and access to capital markets. Factors that could negatively impact

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our credit rating include, but are not limited to: a significant increase in our leverage on a sustained basis; a significant increase in secured debt levels; a significant decline in our unencumbered asset base; and a significant decline in our portfolio diversification.

Disruptions in the financial markets or deteriorating economic conditions could adversely affect our ability to obtain debt financing on attractive terms and impact our acquisitions and dispositions.

In periods when the capital and credit markets experience significant volatility, the amounts, sources, and cost of capital available to us may be adversely affected. We use external financing to refinance indebtedness as it matures and to partially fund our acquisitions. If sufficient sources of external financing are not available to us on cost effective terms, we could be forced to limit our planned business activities or take other actions to fund our business activities and repayment of debt such as selling assets or reducing our cash distributions. To the extent that we are able to, or choose to, access capital at a higher cost than we have experienced in recent years, our earnings and cash flows could be adversely affected. Uncertainty in the credit markets also could negatively impact our ability to make acquisitions, make it more difficult or impossible for us to sell properties, or may adversely affect the price we receive for properties that we do sell, as prospective buyers may experience increased costs of debt financing or difficulties in obtaining debt financing.

Failure to qualify as a REIT would reduce our net income and the investment return of our stockholders would be adversely affected.

If we fail to qualify as a REIT for any taxable year, we will be subject to federal income tax on our taxable income at corporate rates. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year of losing our REIT status. A loss of our REIT status would reduce distributions to our stockholders due to our additional tax liability. In addition, distributions to our stockholders would no longer qualify for the dividends-paid deduction, and we would no longer be required to make distributions. If this occurs, we may need to borrow funds or liquidate some of our properties in order to pay the applicable taxes.

Legislative, regulatory or administrative changes could adversely affect us and our tenants.

Legislative, regulatory or administrative changes could be enacted or promulgated at any time, either prospectively or with retroactive effect, and may adversely affect us and our tenants.

The President, the House leadership, and the Senate leadership all have expressed interest in passing comprehensive tax reform this year. While certain aspects of tax reform proposals have been described, proposed legislation has not yet been introduced by the leaders of the House Ways and Means Committee or the Senate Finance Committee. None of the descriptions of tax reform proposals have specifically addressed the treatment of REITs. Moreover, there is not yet agreement between the President, the House leadership and the Senate leadership about the specifics of tax reform. To date, the focus of the House plan differs significantly from the Senate plan. Accordingly, there is no assurance that comprehensive tax reform will be enacted, when any such legislation might be enacted, what specific measures will be included in any enacted tax reform language, or whether tax reform would adversely affect us, our stockholders or our tenants.

All of the tax reform proposals share a desire to reduce maximum corporate income tax rates and reform U.S. taxation of income earned outside the United States. Lower corporate rates would be at least partially paid for by reducing or eliminating various tax benefits. Given that the same tax benefits generally apply to businesses conducted through non-corporate structures, there is also pressure on reducing the tax rates applicable to non-corporate businesses.

Some of the tax benefits identified as possibly being eliminated or reduced include various tax benefits that have been important to the real estate industry, including REITs, such as eliminating the like-kind exchange rules or the deduction of net interest expense. Loss of a deduction for net interest expense would substantially increase

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our REIT taxable income and, absent amendments to the REIT rules, our distribution obligations. In addition, it is possible that substantially reduced corporate tax rates or Senate interest in integrating taxation of stockholders and corporations could reduce or eliminate the relative attractiveness of REITs as a vehicle for owning real estate.

Our stockholders and prospective investors are urged to consult with their own tax advisors with respect to the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in shares of our common stock.

Recharacterization of sale-leaseback transactions may cause us to lose our REIT status, which would reduce the investment return of our stockholders.

We may purchase properties and lease them back to the sellers of such properties. If the IRS were to challenge our characterization of such transaction as a “true-lease” and recharacterize the transaction as a financing transaction or loan for federal income tax purposes, deductions for depreciation and cost recovery relating to such property would be disallowed. If a sale-leaseback transaction is recharacterized, we may fail to satisfy the REIT qualification asset tests or income tests and, consequently, lose our REIT status. Alternatively, the amount of our REIT taxable income could be recalculated, which might also cause us to fail to meet the distribution requirements for a taxable year.

Our stockholders may have current tax liability on distributions based on an election to reinvest in our common stock.

A stockholder who participates in our distribution reinvestment plan will be deemed to have received, and for income tax purposes will be taxed on, the amount reinvested in shares of our common stock to the extent the amount reinvested was not a tax-free return of capital. As a result, unless a stockholder is a tax-exempt entity, the investor may have to use funds from other sources to pay the investor’s tax liability on the value of the shares of common stock received.

Even if we qualify as a REIT for federal income tax purposes, we may be subject to other tax liabilities that reduce our cash flow and our ability to make distributions to our stockholders.

Even if we remain qualified as a REIT for federal income tax purposes, we may still be subject to federal, state, and local taxes on our income or property. For example:

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To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions to make distributions to our stockholders, which could increase our operating costs and decrease the value of our stockholders’ investment.

To qualify as a REIT, we must distribute to our stockholders each year 90% of our REIT taxable income (which is determined without regard to the dividends-paid deduction and excludes net capital gain). At times, we may not have sufficient funds to satisfy these distribution requirements and may need to borrow funds to maintain our REIT status and avoid the payment of income and excise taxes. These borrowing needs could result from (i) differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes; (ii) the effect of non-deductible capital expenditures; (iii) the creation of reserves; or (iv) required debt or amortization payments. We may need to borrow funds at times when market conditions are unfavorable. Such borrowings could increase our costs and reduce the value of our common stock.

To maintain our REIT status, we may be forced to forego otherwise attractive opportunities, which could delay or hinder our ability to meet our investment objectives and lower the return on an investment in us.

To qualify as a REIT, we must satisfy tests on an ongoing basis concerning, among other things, the sources of our income, nature of our assets, and the amounts we distribute to our stockholders. We may be required to make distributions to stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not have funds readily available for distribution. Compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

In certain circumstances, we may be liable for certain tax obligations of certain of the members of the Operating Company.

In certain circumstances, we may be liable for tax obligations of certain of the members of the Operating Company. In connection with certain UPREIT transactions, we have entered into tax protection agreements under which we have agreed to minimize the tax consequences to members of the Operating Company resulting from the sale or other disposition of our assets in taxable transactions, with specific exceptions and limitations. Pursuant to the tax protection agreements we have also agreed to ensure that such members of the Operating Company are allocated minimum amounts of the Operating Company’s indebtedness. If we fail to meet our obligations under the tax protection agreements, we may be required to reimburse those members of the Operating Company for the amount of the tax liabilities they incur, subject to certain limitations. We may enter into additional tax protection agreements in the future in connection with other UPREIT transactions. In order to limit our exposure to a tax obligation, our use of proceeds from any sales or dispositions of certain properties will be limited. In addition, the indemnification obligations may be significant.

New partnership audit rules could increase the tax liability borne by us in the event of a U.S. federal income tax audit of a subsidiary partnership.

New partnership audit rules apply to partnership taxable years beginning after December 31, 2017, and may alter who bears the liability in the event any subsidiary partnership is audited and an adjustment is assessed. Under the new rules, the partnership itself may be liable for a hypothetical increase in partner-level taxes (including interest and penalties) resulting from an adjustment of partnership tax items on audit, regardless of changes in the composition of the partners (or their relative ownership of the partnership) between the year under audit and the year of the adjustment. The new rules also include an elective alternative method under which the additional taxes resulting from the adjustment are assessed from the affected partners, subject to a higher rate of interest than otherwise would apply. Many questions remain as to how the new rules will apply, in particular with respect to partners that are REITs, and it is not clear at this time what effect these new rules will have on us. However, these rules could increase the U.S. federal income taxes, interest and penalties otherwise borne by us in the event of a U.S. federal income tax audit of a subsidiary partnership.

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The selected financial data as of March 31, 2017 and December 31, 2016, 2015, 2014, 2013, and 2012 and for the three months ended March 31, 2017 and 2016 and for the years ended December 31, 2016, 2015, 2014, 2013, and 2012 presented below should be read in conjunction with our consolidated financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Form 10. The selected financial data presented below has been derived from our audited consolidated financial statements.

Our results of operations for the periods presented below are not indicative of those expected in future periods.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read together with Item 2. “Selected Financial Data” and Item 1. “Business” of this Form 10, as well as the consolidated financial statements and the related notes included in this Form 10. Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risks and uncertainties. You should read Item 1A. “Risk Factors” and the “Cautionary Note Regarding Forward-Looking Statements” section of this Form 10 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by these forward-looking statements.

Broadstone Net Lease, Inc. is a Maryland corporation formed on October 18, 2007, that elected to be taxed as a REIT commencing with the taxable year ended December 31, 2008. We focus on investing in income-producing, net leased commercial properties. We lease properties to retail, healthcare, industrial, and other commercial businesses under long-term lease agreements. Properties are generally leased on a triple-net basis such that tenants pay all operating expenses relating to the property during the lease term, including, but not limited to, property taxes, insurance, maintenance, repairs, and capital costs.

We seek to make investments in additional properties and manage our portfolio to preserve, protect, and return capital to investors; realize increased cash available for distributions and long-term capital appreciation from growth in the rental income and value of our properties; and maximize the level of sustainable cash distributions to our investors.

Broadstone Net Lease, LLC, or the Operating Company, is the entity through which we conduct our business and own (either directly or through subsidiaries) all of our properties. At March 31, 2017, and December 31, 2016, 2015, and 2014, we owned economic interests of 92.0%, 91.4%, 89.6%, and 92.9%, respectively, in the Operating Company. We are also the sole managing member of the Operating Company. The remaining interests are held by members who acquired their interest by contributing property to the Operating Company in exchange for membership units of the Operating Company.

As of March 31, 2017, we owned a diversified portfolio of 426 individual net leased commercial properties located in 37 states, with approximately 13.3 million rentable square feet of operational space, 110 different commercial tenants, and no single tenant accounting for 5% or more of our rental stream. We collected 100% of rents due during 2016 and for the three months ended March 31, 2017, and maintained a 100% leased portfolio. The weighted average remaining term of our leases (calculated based on NTM Rent) as of March 31, 2017 was approximately 13.5 years, excluding renewal options, which are exercisable at the option of our tenants upon expiration of their base lease term.

We acquire real estate with a combination of debt and equity capital and with cash from operations that is not otherwise distributed to our stockholders. Our focus is on maximizing the risk-adjusted return on investments through an appropriate balance of debt and equity in our capital structure. Therefore, we attempt to maintain a conservative debt level on our balance sheet with appropriate interest and fixed charge coverage ratios. While we target a leverage ratio with total debt equal to 35% to 45% of the approximate market value of our assets, we seek to exploit opportunities where the relative cost of debt versus equity would result in increased returns. We believe our current leverage model has allowed us to take advantage of the lower cost of debt while simultaneously strengthening our balance sheet, as evidenced by the investment grade credit rating the Operating Company received in March of 2016 and re-affirmed in March of 2017. The actual leverage ratio will vary over time but may not exceed 50% without the approval of the Independent Directors Committee. As of March 31, 2017 and December 31, 2016, the leverage ratio approximated 38.4% and 40.5% of the approximate market

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value of assets. From a management perspective and in communications with the credit rating agencies, we also consider our leverage position as a multiple of Earnings Before Interest Taxes Depreciation and Amortization (EBITDA). EBITDA is a tool we use to measure leverage in the context of our cash-flow expectations and projections. Furthermore, given the significance of our growth over the past two years, adding $89.7 million in investments during the three months ended March 31, 2017, $518.8 million in investments during 2016 and $550.1 million in investments during 2015, coupled with our continued strategic growth initiatives, historical EBITDA may not provide investors with an adequate picture of the contractual cash in-flows associated with these investments. Our investments are typically made throughout the year, and therefore the full-year, or “normalized” cash-flows, will not be realized until subsequent years. Accordingly, we look at contractual, “normalized,” cash-flows and EBITDA as an appropriate tool to manage our leverage profile. We utilize this analysis inclusive of our focus on debt-to-market value metrics.

Our equity capital for our real estate acquisition activity is provided from the proceeds of our ongoing private offering, including distributions reinvested through our DRIP. During the three months ended March 31, 2017 and for the year ended December 31, 2016, we raised $90.9 million and $290.9 million, respectively, in equity capital to be used in our acquisition activities, including distributions reinvested through our DRIP and properties exchanged for membership units in the Operating Company through UPREIT transactions. We seek to maintain an appropriate balance of debt and equity capital in our overall leverage policy, while maintaining a focus on increasing core value for existing stockholders (achieved via share appreciation and earnings growth). Our debt capital is provided through unsecured term notes and revolving debt facilities. We also, from time to time, obtain non-recourse mortgage financing from banks and insurance companies secured by mortgages on the corresponding specific property. Mortgages, however, are not a strategic focus of the active management of our leverage profile. Rather, we enter into mortgages and notes payable as ancillary business transactions on an as-needed basis.

To reduce our exposure to variable rate debt, the Operating Company enters into interest rate swap agreements to fix the rate of interest as a hedge against interest rate fluctuations. These interest rate hedges have staggered maturities up to ten years in duration in order to reduce the exposure to interest rate fluctuations in any one year. The interest rate swaps are applied against a pool of debt, which offers flexibility in maintaining our hedge designation concurrent with our ongoing capital market activity. We have one amortizing interest rate swap agreement that is tied to an unpaid mortgage loan. We attempt to limit our total exposure to floating rate debt to no more than 5% of total assets, measured at quarter end. To reduce counterparty concentration risk with respect to the interest rate hedges, we diversify the institutions that serve as swap counterparties and no more than 30% of the nominal value of our total hedged debt may be with any one institution, to be measured at the time we enter into an interest rate swap transaction and at quarter end. We may deviate from these policies from time-to-time subject to the approval of the Independent Directors Committee. The interest rate swaps are considered cash flow hedges. Under these agreements, we receive monthly payments from the counterparties equal to the variable interest rates multiplied by the outstanding notional amounts. In turn, we pay the counterparties each month an amount equal to a fixed rate multiplied by the outstanding notional amounts. The intended net impact of these transactions is that we pay a fixed interest rate on our variable rate borrowings.

The availability of debt to finance commercial real estate can be impacted by economic and other factors that are beyond our control. We seek to reduce the risk that long-term debt capital may be unavailable to us by strengthening our balance sheet through our investments in real estate with credit-worthy tenants and lease guarantors and maintaining an appropriate mix of debt and equity capitalization. Specifically, we recognized a 100% collection rate on rentals during 2016 and for the three months ended March 31, 2017. Additionally, Moody’s issued an investment grade credit rating of Baa3 to the Operating Company in March of 2016, further evidencing our active management of a conservative capital structure. Moody’s re-affirmed the investment grade credit rating in March of 2017. We have arranged our debt facilities to have multiple-year terms in order to reduce the risk that short-term real estate financing would not be available to us in any given year. As we grow our real estate portfolio, we also intend to manage our debt maturities to reduce the risk that a significant amount of our debt will mature in any single year in the future. Refer to the “Contractual Obligations” section below for further details of the maturities on our contractual obligations, including long-term debt.

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As of March 31, 2017, the historical cost basis of our real estate investment portfolio totaled $1.7 billion, consisting of investments in 426 properties with rent and interest due from our tenants aggregating $14.1 million per month on a straight-line basis. During the three months ended March 31, 2017, we closed two real estate acquisitions totaling $89.7 million, adding ten new properties to our portfolio. The ten new properties will provide $0.7 million in monthly rent on a straight-line basis. Additionally, during 2016 we closed 22 real estate acquisitions totaling $518.8 million, adding 88 new properties and a capital expansion on an existing property to our portfolio. The 88 new properties will provide over $3.4 million in monthly rent on a straight-line basis. Substantially all of our cash from operations is generated by our real estate portfolio.

Our primary cash expenditures are the monthly interest payments we make on the debt we use to finance our real estate investment portfolio, asset management and property management fees of servicing the portfolio, acquisition expenses related to the growth of our portfolio, and the general and administrative expenses of operating our business. Since substantially all of our leases are triple-net, our tenants are generally responsible for the maintenance, insurance, and property taxes associated with the properties they lease from us. In certain circumstances, the terms of the lease require us to pay these expenses, however, in most cases we are reimbursed by the tenants. Accordingly, we do not currently anticipate making significant capital expenditures or incurring other significant property costs during the term of a property lease.

We intend to continue to grow through additional real estate investments. To accomplish this objective, we must continue to identify real estate acquisitions that are consistent with our underwriting guidelines and raise additional future debt and equity capital. We have financed our acquisition of properties using both equity investments as well as a combination of unsecured term and revolving debt and mortgage loans. The mix of financing sources may change over time based on market conditions and our liquidity needs. We have three outstanding unsecured term loans with an outstanding principal balance of approximately $660 million as of March 31, 2017 and December 31, 2016, and a $300 million line of credit with $120 million and $102 million of outstanding borrowings as of March 31, 2017 and December 31, 2016, respectively.

Our $100 million term note (“Term Note 1”) and our line of credit (“Revolver”) mature on June 27, 2017, with two one-year extensions at our option if we are in compliance with all covenants and pay the required fee of 0.125%. Borrowings under Term Note 1 and the Revolver originally bore interest at variable rates based on LIBOR plus a margin. In March of 2016, Moody’s Investors Service (“Moody’s”) assigned the Operating Company an investment grade credit rating of Baa3 with a stable outlook, and re-affirmed the investment grade credit rating in March of 2017. As a result of receiving the investment grade credit rating, effective April 1, 2016, the interest rate pricing grids utilized to determine the margin we pay over the London Interbank Offered Rate (“LIBOR”) changed from being dependent upon our leverage ratio, to being dependent upon our credit rating. The investment grade credit led to a margin of 1.45% on Term Note 1 and the Revolver, effective April 1, 2016. Should the Operating Company lose its investment grade credit rating, the margin would be 1.75% until such time as the Operating Company regains its investment grade credit rating. The following tables present the margins on Term Note 1 and the Revolver based (a) on our leverage ratio and (b) on credit ratings from S&P or Moody’s.


Level	Ratio of Total Outstanding Indebtedness to Total Market Value	Applicable Margin for LIBOR Loans
1	Less than or equal to 0.45 to 1.00		1.75	%
2	Greater than 0.45 to 1.00 but less than or equal to 0.50 to 1.00		1.95	%
3	Greater than 0.50 to 1.00 but less than or equal to 0.55 to 1.00		2.20	%
4	Greater than 0.55 to 1.00		2.50	%


Level	Credit Rating (S&P/Moody’s)	Applicable Margin for LIBOR Loans
1	A-/A3 or better		0.95	%
2	BBB+/Baa1		1.05	%
3	BBB/Baa2		1.25	%
4	BBB-/Baa3		1.45	%
5	Lower than BBB-/Baa3		1.75	%

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An annual fee on the unused portion of the Revolver is due on a quarterly basis at a rate tied to the margin and the credit rating (the rate was 0.30% at March 31, 2017 and December 31, 2016). As of March 31, 2017 and December 31, 2016, we had $180 million and $198 million, respectively, of borrowing capacity remaining on the Revolver.

Our $185 million term note (“Term Note 2”) matures on October 11, 2018, and has a two-year extension at our option if we are in compliance with all covenants and pay the required fee of 0.25%. Borrowings under Term Note 2 bear interest at variable rates based on LIBOR plus a margin ranging from 1.75% to 2.50% based on our overall leverage ratio. The following table presents the margins on Term Note 2.

Our $375 million term note (“Term Note 3”) matures on February 6, 2019 and provides for two one-year extension options, at our option, subject to compliance with all covenants and the payment of a 0.10% fee. Borrowings under Term Note 3 originally bore interest at variable rates based on the one-month LIBOR plus a margin. Moody’s assignment of an investment grade credit rating to the Operating Company led to a margin of 1.40% on Term Note 3, effective April 1, 2016. Should the Operating Company lose its investment grade credit rating, the margin would be 1.75% until such time as the Operating Company regains its investment grade credit rating. The following tables present the margins on Term Note 3 based (a) on our leverage ratio and (b) on credit ratings from S&P or Moody’s.


Level	Ratio of Total Outstanding Indebtedness to Total Market Value	Applicable Margin for LIBOR Loans
1	Less than or equal to 0.45 to 1.00		1.65	%
2	Greater than 0.45 to 1.00 but less than or equal to 0.50 to 1.00		1.80	%
3	Greater than 0.50 to 1.00 but less than or equal to 0.55 to 1.00		1.95	%
4	Greater than 0.55 to 1.00		2.15	%


Level	Credit Rating (S&P/Moody’s)	Applicable Margin for LIBOR Loans
1	A-/A3 or better		0.90	%
2	BBB+/Baa1		0.95	%
3	BBB/Baa2		1.10	%
4	BBB-/Baa3		1.40	%
5	Lower than BBB-/Baa3		1.75	%

Although borrowings under each of the Term Note 1, Term Note 2, Term Note 3, and the Revolver are unsecured, they are supported by certain of our unsecured properties and assets, which we define as the “Borrowing Base.” Total aggregate borrowings cannot exceed 60.0% of the Borrowing Base under the terms of the loan agreements. The 60% limitation approximated $1.1 billion and $1.04 billion at March 31, 2017 and December 31, 2016, respectively.

The Operating Company achieved its investment grade credit rating based on our conservative leverage profile, diversified portfolio, and earnings stability based on the credit-worthiness of our tenants, which we intend to maintain concurrent with our growth objectives. Factors that could negatively impact our credit rating include, but are not limited to: a significant increase in our leverage on a sustained basis; a significant increase in secured debt levels; a significant decline in our unencumbered asset base; and a significant decline in our portfolio diversification. We have aligned our strategic growth priorities with these factors, as we believe the favorable debt pricing and access to additional sources of debt capital resulting from the investment grade credit rating provides us with an advantageous cost of capital and risk-adjusted return on investment for our stockholders.

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Borrowings under each of the Term Note 1, Term Note 2, Term Note 3, and the Revolver are payable interest only, monthly, with the principal amount due in full at maturity. We intend to exercise the extension provisions of each of the loan agreements, refinance, or replace the existing borrowings. The extensions would delay Term Note 1’s and the Revolver’s maturities until June 2019, Term Note 2’s maturity until October 2020, and Term Note 3’s maturity until February 2021. We do not intend to make principal payments on these obligations in the foreseeable future, and plan to replace our existing credit facilities with new debt prior to maturity. Additionally, we may be required to increase our borrowing capacity to partially fund future acquisitions. We assess market conditions and the availability and pricing of debt on an ongoing basis, which are critical inputs in our strategic planning and decision making process. While we believe the current market conditions provide our stockholders with an advantageous capitalization structure and risk-adjusted return, we believe our conservative capital structure is appropriate to absorb temporary market fluctuations. Significant adverse market conditions could impact the availability of debt to fund future acquisitions, our ability to recognize growth in earnings and return on investment for stockholders, and our ability to recast the debt facilities at cost-advantageous pricing points. In the event of such conditions, we would plan to revise our capitalization structure and strategic initiatives to maximize return on investment for stockholders. To the extent that we are unable to recast our debt facilities, our cash-flows from operations will not be adequate to pay the principal amount of debt, and we may be forced to liquidate properties to satisfy our obligations.

We are subject to various covenants and financial reporting requirements pursuant to the loan agreements we have entered into. The table below summarizes the applicable financial covenants, which are substantially the same across each of our loan agreements. As of March 31, 2017 and December 31, 2016, we were in compliance with all of our covenants. In the event of default, either through default on payments or breach of covenants, we may be prohibited from paying dividends on our common stock above the annual 90% REIT taxable income distribution requirement. For each of the previous three years, we paid dividends out of our cash flows from operations in excess of the required distribution amounts.

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We believe our leverage policy and capital structure provides us with several advantages, including the ability to:

We do not anticipate utilizing mortgage loans as a strategic priority in our capital structure to fund growth. When utilized, mortgage loans typically correspond to a single property or a group of related properties acquired from a single seller. The loans may be further secured by guarantees from us or the Operating Company, provided that we attempt to limit the use of guarantees to the extent possible. The Operating Company may assume debt when conducting a transaction or it may mortgage existing properties. The maturities on our mortgages are staggered from 2017 to 2031. As of March 31, 2017 and December 31, 2016, the aggregate GAAP principal balance of outstanding mortgage loans approximated $91.3 million and $106.7 million, respectively, net of unamortized debt issuance costs.

On April 18, 2017, the Operating Company closed on the issuance of unsecured, fixed-rate, guaranteed senior promissory notes (“Senior Notes”) for an aggregate principal amount of $150 million. The Senior Notes were issued by the Operating Company and guaranteed by us and each of the Operating Company’s subsidiaries that guarantee our Revolver and term notes. The Senior Notes were issued at par, bear interest at a rate of 4.84% per annum (priced at 240 basis points above the 10-year U.S. Treasury yield at the time of pricing), and mature on April 18, 2027. We used the proceeds to pay down $115 million of the outstanding balance on the Revolver at the time of closing and to fund continued operations. The Senior Notes’ financial covenants are materially consistent with the covenant table above. Additionally, the aggregate borrowings were within the Leverage Policy and the Borrowing Base limitation.

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On June 23, 2017, the Operating Company entered into an $800 million unsecured Revolving Credit and Term Loan Agreement (the “Credit Agreement”), by and among us, the Operating Company, as the borrower, the lenders party thereto, Manufacturers and Traders Trust Company, as Administrative Agent, Manufacturers and Traders Trust Company, Wells Fargo Securities, LLC, BMO Capital Markets Corp., and JPMorgan Chase Bank, N.A. as Joint Lead Arrangers and Joint Bookrunners for the Revolver and the 5.5-Year Term Loan (each as defined below), Manufacturers and Traders Trust Company, Wells Fargo Securities, LLC, and BMO Capital Markets Corp. as Joint Lead Arrangers and Joint Bookrunners for the 7-Year Term Loan (as defined below), Wells Fargo Bank, National Association, Bank of Montreal, and JPMorgan Chase Bank, N.A. as Co-Syndication Agents, and SunTrust Bank, Regions Bank, and Capital One, National Association, as Co-Documentation Agents.

The Credit Agreement includes (i) a $400 million senior unsecured revolving credit facility (the “New Revolver”), (ii) a five-and-a-half-year, $250 million senior unsecured delayed draw term loan (the “5.5-Year Term Loan”), and (iii) a seven-year, $150 million senior unsecured delayed draw term loan (the “7-Year Term Loan”). The term of the Credit Agreement began on June 23, 2017, and the proceeds will be used to repay borrowings under Term Note 1, Revolver, and Term Note 2, as well as to fund future acquisitions and general corporate purposes. In connection with the Credit Agreement, we also amended and restated the $375 million Term Note 3 to align its terms with the new Credit Agreement, and to reduce its outstanding borrowings to $325 million through a one-time, non-pro rata $50 million repayment provision.

Interest rates under the Credit Agreement are equal to LIBOR plus a margin. The margin is adjustable based upon the Operating Company’s credit rating, as summarized below:

Based on the Operating Company’s current investment grade credit rating of Baa3, the applicable margin for LIBOR borrowings under the New Revolver, 5.5-Year Term Loan, and 7-Year Term Loan equals 1.2%, 1.35%, and 1.9%, respectively.

The Credit Agreement contains certain covenants customary for an agreement of its type, including (i) restrictive covenants, including, but not limited to, restrictions on the incurrence of additional indebtedness and liens, the ability to make certain payments and investments, and the ability to enter into certain merger, consolidation, asset sale, and affiliate transactions, and (ii) financial maintenance covenants, including, but not limited to, a minimum unsecured interest expense coverage ratio, a maximum leverage ratio, a maximum secured indebtedness ratio, and a minimum fixed charge coverage ratio. The Credit Agreement also contains representations and warranties, affirmative covenants, including financial reporting requirements, negative covenants, and events of default, including certain cross defaults with our other indebtedness, customary for an agreement of its type. As set forth in the Credit Agreement, certain events of default could result in an acceleration of our obligations under the Credit Agreement.

As part of acquisitions closed during 2016, we entered into tenant improvement allowances totaling $10.5 million. During the year ended December 31, 2016, we made payments of $1.0 million under these allowances, resulting in a total tenant improvement allowance balance of $9.5 million at December 31, 2016, included in accounts payable and other liabilities in the consolidated balance sheet. Through the three months ended March 31, 2017, we paid an additional $2.3 million towards the allowances. We expect to pay the remaining tenant improvement allowances within the next twelve months out of cash flows from operations.

As shown in the table below, net cash provided by operating activities increased by $10.9 million from $13.1 million for the three months ended March 31, 2016, to $24.0 million for the three months ended March 31,

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2017. Additionally, net cash provided by operating activities increased by $5.8 million from $32.8 million for the year ended December 31, 2014, to $38.6 million for the year ended December 31, 2015, and increased by $28.6 million to $67.2 million for the year ended December 31, 2016. The increase in cash provided by operating activities is primarily due to the increase in the size of our real estate investment portfolio. Our real estate investing activities have grown in volume since 2014 as we continue to identify and acquire income-producing, net leased commercial real estate, primarily through sale-leaseback transactions, as a result of increased access to debt and equity capital and favorable investment opportunities. We funded real estate investment activity with a combination of cash from operations, proceeds from the issuance of unsecured debt obligations, and proceeds from the issuance of common stock. We paid cash dividends to our stockholders and noncontrolling members of the Operating Company, net of reinvestments through our DRIP, totaling $12.1 million for the three months ended March 31, 2017, $9.7 million for the three months ended March 31, 2016, $42.7 million in 2016, $27.2 million in 2015, and $21.8 million in 2014. Cash used to fund the increase in dividends between periods related primarily to the increase in cash provided by our operations. Cash and cash equivalents totaled $32.8 million at March 31, 2017, $37.2 million at March 31, 2016, $21.6 million at December 31, 2016, $27.0 million at December 31, 2015, and $4.1 million at December 31, 2014.

Management believes that the cash generated by our operations and our ongoing private offering, our cash and cash equivalents at March 31, 2017 and December 31, 2016, our current borrowing capacity on our revolver and three unsecured credit facilities, and our access to long-term debt capital, including through the debt private placement market, will be sufficient to fund our operations for the foreseeable future and allow us to acquire the real estate to meet our strategic objectives.

Our leases with tenants of our properties are long-term in nature, with a current weighted average remaining lease term of 13.5 years as of March 31, 2017. To mitigate the impact of inflation on our fixed revenue streams, we have implemented limited escalation clauses in our leases. As of March 31, 2017, all of our leases had contractual lease escalations, with a weighted average of 2.2%. A substantial majority of our leases have fixed annual rent increases, and the remaining portion has annual lease escalations based on increases in the CPI, or periodic escalations over the term of the lease (e.g., a 10% increase every five years). These lease escalations mitigate the risk of fixed revenue streams in the case of an inflationary economic environment, and provide increased return in otherwise stable market conditions. As a majority of our portfolio has fixed lease escalations, there is a risk that inflation could be greater than the contractual rent increases.

Our focus on single-tenant, triple-net leases also shelters us from fluctuations in the cost of services and maintenance as a result of inflation. For an insignificant portion of our portfolio, we have leases that are not triple-net, and therefore we bear certain responsibilities for the maintenance and structural component replacement that may be required in the future. Inflation and increased costs may have an adverse impact to our tenants and their credit-worthiness if the increase in costs are greater than their increase in revenue. In the limited circumstances where we cannot implement a triple-net lease, we attempt to limit our exposure to inflation through the use of warranties and other remedies that reduce the likelihood of a significant capital outlay.

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The following table provides information with respect to our contractual commitments and obligations as of March 31, 2017 (in thousands).

The following table provides information with respect to our contractual commitments and obligations as of December 31, 2016 (in thousands).

As detailed in the “Liquidity and Capital Resources” section above, in April 2017, the Operating Company closed on the issuance of the Senior Notes for an aggregate principal amount of $150 million. The Senior Notes bear interest at a rate of 4.84% per annum and mature on April 18, 2027. We used the proceeds to pay down $115 million of the outstanding balance on the Revolver at the time of closing and to fund continued operations.

At March 31, 2017 and December 31, 2016, investment in rental property of $140.3 million and $164.5 million, respectively, is pledged as collateral against our mortgages and notes payable.

Additionally, we have two separate Tax Protection Agreements (the “Agreements”) with the contributing members (the “Protected Members”) of two distinct UPREIT transactions conducted in November 2015 and February 2016. The Agreements require us to pay monetary damages in the event of a sale, exchange, transfer, or

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other disposal of the contributed property in a taxable transaction that would cause a Protected Member to recognize a Protected Gain, as defined in the Agreements and subject to certain exceptions. In such an event, we will pay monetary damages to the Protected Members in the amount of the aggregate federal, state, and local income taxes incurred as a result of the income or gain allocated or recognized by the Protected Member as an outcome of the transaction, subject to certain caps and limitations contained in the Agreements. We are required to allocate to the Protected Members, an amount of nonrecourse liabilities that is at least equal to the Minimum Liability Amount for each Protected Member, as defined in the Agreements. The Minimum Liability Amount and the associated allocation of nonrecourse liabilities are calculated in accordance with applicable tax regulations, are completed at the Operating Company level, and do not represent GAAP accounting. Therefore, there is no impact to the consolidated financial statements included in this Form 10. If the nonrecourse liabilities allocated do not meet the requirement, we will pay monetary damages to the Protected Members in the amount of the aggregate federal, state, and local income taxes incurred as a result of the income or gain allocated or recognized by the Protected Member as an outcome to the default. The maximum aggregate amount we may be liable for under the Agreements is approximately $10.4 million. Based on information available, we do not believe that the events resulting in damages as detailed above have occurred or are likely to occur in the foreseeable future. Accordingly, we have excluded this commitment from the contractual commitments table above.

As of March 31, 2017, our real estate investment portfolio had a net book value of $1.7 billion, consisting of investments in 426 property locations in 37 states and various industries. All of our real estate investment portfolio represents commercial real estate properties subject to long-term leases, and all of our owned properties were subject to a lease as of March 31, 2017. During the three months ended March 31, 2017 and 2016, none of our leases with tenants expired, and all of our leasing activity related to our real estate acquisitions.

Total revenues increased by $10.6 million, or 33.6%, to $42.2 million for the three months ended March 31, 2017, compared to $31.6 million for the three months ended March 31, 2016. The growth in revenue year-over-year is primarily attributable to the growth in our real estate portfolio. During the three months ended March 31, 2017, we closed two real estate acquisitions and acquired $89.7 million in real estate, excluding capitalized acquisition costs, comprised of ten new properties. Both acquisitions were sale-leaseback transactions. We capitalized approximately $1.6 million in acquisition expenses and $0.9 million in leasing fees as part of the acquisitions. Additionally, subsequent to March 31, 2016 and for the nine-month period ended December 31, 2016, we closed 19 real estate acquisitions and acquired approximately $462.8 million in real estate comprised of 83 new properties. The rental rates we receive on sale-leaseback transactions and lease assumptions on the various types of properties we target across the United States vary from transaction to transaction based on many factors, such as the terms of the lease, each property’s real estate fundamentals, and the market rents in the area. The initial contractual cash lease payments on acquisitions during the three months ended March 31, 2017, excluding capitalized acquisition expenses, represented a weighted average capitalization rate of 7.42%.

Index to Financial Statements

Depreciation and amortization increased by $4.7 million, or 47.3%, to $14.6 million for the three months ended March 31, 2017, primarily as a result of the growth in our real estate portfolio. During the three months ended March 31, 2017, we closed two real estate acquisitions and acquired $89.7 million in real estate, excluding capitalized acquisition costs, comprised of ten new properties. Additionally, subsequent to March 31, 2016 and for the nine-month period ended December 31, 2016, we closed 19 real estate acquisitions and acquired approximately $462.8 million in real estate comprised of 83 new properties. In addition to the $89.7 purchase price for acquisitions during the three months ended March 31, 2017, we capitalized $1.6 million in acquisition expenses as the result of adopting ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). The capitalized acquisition expenses are capitalized as part of the cost basis of the underlying assets acquired, and are depreciated over the respective useful lives. For acquisitions made during 2016, we expensed acquisition costs as incurred. We adopted ASU 2017-01 and the respective accounting for acquisition expenses as of January 1, 2017 on a prospective basis, and therefore, this new accounting standard does not impact acquisition costs previously expensed in 2016.

Asset management fees increased by $0.8 million, or 34.7%, to $3.2 million for the three months ended March 31, 2017. The Asset Manager receives an annual asset management fee equal to 1% of the aggregate value of our equity on a fully diluted basis based on the Determined Share Value. The increase in asset management fees during the three months ended March 31, 2017 compared to the comparable period in 2016 is a result of an increase in our outstanding equity on a fully diluted basis and the increase in the Determined Share Value. During the three months ended March 31, 2017, we increased the Determined Share Value 6.8% from $74.00 per share in effect as of March 31, 2016 to $79.00 per share in effect as of March 31, 2017. Additionally, the weighted average number of shares of our common stock and noncontrolling membership units of the Operating Company outstanding increased as the result of continued equity capital investments. For the three months ended March 31, 2017, the weighted average number of shares of our common stock and noncontrolling membership units of the Operating Company outstanding was 17.0 million compared to 13.2 million for the three months ended March 31, 2016. The increase in equity capital was used to partially fund the continued growth in our real estate portfolio.

Acquisition expenses decreased by $1.4 million for the three months ended March 31, 2017. Under the terms of the Asset Management Agreement, we pay the Asset Manager an acquisition fee equal to 1% of the gross purchase price paid for each property we acquire (including properties contributed in exchange for

Index to Financial Statements

membership units in the Operating Company); provided, however, that in the event that our acquisition of a property requires a new lease (as opposed to taking an assignment of an existing lease), such as in the case of a sale-leaseback transaction, we pay the Asset Manager an acquisition fee equal to 2% of the gross purchase price as a result of the additional leasing services required.

We adopted ASU 2017-01 effective January 1, 2017, and under this new accounting standard, we capitalize acquisition expenses as part of the cost basis of the underlying assets acquired, as opposed to expensing them as incurred. We adopted ASU 2017-01 on a prospective basis. For the three months ended March 31, 2017, we capitalized $1.6 million in acquisition expenses relating to $89.7 million in acquisitions. The $0.2 million increase in acquisition expenses relates to increased acquisition activity. During the three months ended March 31, 2016, we acquired $56.0 million in real estate.

Property and operating expense increased by $0.7 million, or 88.2%, to $1.6 million for the three months ended March 31, 2017. The increase is attributable to increased insurance rates and real estate taxes on the underlying real estate properties. These expenses are paid by us and reimbursed by the tenant under the terms of the respective leases. There was a corresponding increase in the operating expenses reimbursed by tenants revenue balance.

Interest expense decreased to $7.9 million for the three months ended March 31, 2017, from $10.7 million for the three months ended March 31, 2016, due primarily to $3.5 million in ineffectiveness recognized on interest rate swaps during the three months ended March 31, 2016 that was not recognized during the three months ended March 31, 2017. Ineffectiveness during the three months ended March 31, 2016 was attributable to inconsistencies in certain terms between the interest rate swaps and the loan agreements for the Term Notes and Revolver. The interest rate swaps continued to qualify for hedge accounting, with the effective portion of mark-to-market adjustments included in accumulated other comprehensive income. During the fourth quarter of 2016, we amended the terms of the credit agreements, thereby reversing the impact of the ineffectiveness and rendering a $0 full-year 2016 impact to the consolidated income statement.

Excluding the impact of ineffectiveness, interest expense for the three months ended March 31, 2016 was $7.2 million. The $0.7 million increase in interest expense on borrowings relates to an increase in long-term borrowings used to partially fund the acquisition of properties for our growing real estate investment portfolio. The debt outstanding on our unsecured credit facilities increased from $562.4 million at March 31, 2016, to $778.2 million at March 31, 2017. The increase in interest expense resulting from the increase in outstanding borrowings was partially offset by a reduction in our credit spread. The Operating Company’s receipt of an investment grade credit rating in March 2016 lowered the credit spread on two of our three credit facilities to 1.40% and 1.45%, effective April 1, 2016.

Index to Financial Statements

As of December 31, 2016, our real estate investment portfolio had grown to a net book value of $1.7 billion, consisting of investments in 417 property locations in 37 states and various industries. All of our real estate investment portfolio represents commercial real estate properties subject to long-term leases, and all of our owned properties were subject to a lease as of December 31, 2016. During the years ended December 31, 2016, 2015, and 2014, none of our leases expired, and all of our leasing activity related to our real estate acquisitions.

Total revenues increased by $44.8 million or 45.7% to $142.9 million for the year ended December 31, 2016, compared to $98.1 million for the year ended December 31, 2015. The growth in revenue year-over-year is primarily attributable to the growth in our real estate portfolio. During the year ended December 31, 2016, we closed 22 real estate acquisitions and acquired $518.8 million in real estate comprised of 88 new properties and improvements to one of our existing properties. Our real estate investments in new properties were made throughout the period and were not all outstanding for the entire period. During 2016, we recognized $16.9 million of the $40.9 million in annualized straight-line rental income from new properties acquired in 2016, with the remaining increase expected to be recognized in 2017. The increase in revenues from 2015 is also a result of the acquisitions made throughout 2015, in particular towards the second-half of the year, whereby we recognized the full annualized straight-line rental revenues in 2016. In 2016, we recognized $28.8 million of the $43.4 million in annualized straight-line rental income from properties acquired in 2015. The increase in total revenues as a result of acquisitions made in 2016 and 2015 was partially offset by real estate disposals.

The rental rates we receive on sale-leaseback transactions and lease assumptions on the various types of properties we target across the United States vary from transaction to transaction based on many factors, such as the terms of the lease, each property’s real estate fundamentals, and the market rents in the area. The initial contractual cash lease payments on acquisitions during 2016 represented a weighted average capitalization rate of 6.83%. Additionally, as part of the acquisitions closed in 2016, we capitalized approximately $2.9 million in leasing fees, a majority of which relate to payments to the Manager for executing sale-leaseback transactions. Of the $518.8 million in acquisitions during 2016, approximately $295.8 million related to sale-leaseback transactions.

Revenues increased by $29.9 million or 43.9% to $98.1 million for the year ended December 31, 2015, compared to $68.2 million for the year ended December 31, 2014. The growth in revenue year-over-year is primarily attributable to the growth in our real estate portfolio. During the year ended December 31, 2015, we acquired $550.1 million in real estate comprised of 116 new properties and land adjacent to one of our existing properties. Our real estate investments were made throughout the period with weighting towards the second-half

Index to Financial Statements

of the year, and were not all outstanding for the entire period. During 2015, we recognized $14.6 million of the $43.4 million in annualized straight-line rental income from properties acquired in 2015, and recognized the remaining increase in 2016. The initial contractual cash lease payments on acquisitions during 2015 represented a weighted average capitalization rate of 6.83%. Additionally, as part of the acquisitions closed in 2015, we capitalized approximately $4.4 million leasing fees, a majority of which relate to payments to the Manager for executing sale-leaseback transactions. Of the $550.1 million in acquisitions during 2015, approximately $441.1 million related to sale-leaseback transactions.

The remaining increase in revenues as compared to 2014 is the result of the acquisitions made throughout 2014, whereby we recognized the full annualized straight-line rental revenues in 2015.

Depreciation and amortization increased by $16.9 million, or 57.6% to $46.3 million for the year ended December 31, 2016, primarily as a result of the growth in our real estate portfolio. During the year ended December 31, 2016, we acquired $518.8 million in real estate comprised of 88 new properties and a capital expansion on an existing property. Our real estate investments were made throughout the period and were not all outstanding for the entire period; accordingly, only a portion of the increase in annualized depreciation is reflected in the full-year 2016 amounts.

Depreciation and amortization increased by $9.9 million, or 50.9% to $29.4 million for the year ended December 31, 2015, primarily as a result of the growth in our real estate portfolio. During the year ended December 31, 2015, we acquired $550.1 million in real estate. Our real estate investments were made throughout the period and were not all outstanding for the entire period; accordingly, only a portion of the increase in annualized depreciation is reflected in the full-year 2015 amounts.

Asset management fees increased by $3.9 million, or 55.6% to $11.0 million for the year ended December 31, 2016. The Asset Manager receives an annual asset management fee equal to 1% of the aggregate value of our equity on a fully diluted basis based on the Determined Share Value. The increase in asset management fees during 2016 is a result of an increase in the equity on a fully diluted basis and the increase in the Determined Share Value. During the year ended December 31, 2016, we increased the Determined Share

Index to Financial Statements

Value 4.1% from $74.00 per share as of December 31, 2015 to $77.00 per share as of December 31, 2016. Additionally, the weighted average number of shares of our common stock and noncontrolling membership units of the Operating Company outstanding increased as the result of continued equity capital investments. For the year ended December 31, 2016, the weighted average number of shares of our common stock and noncontrolling membership units of the Operating Company outstanding was 14.6 million compared to 9.7 million for the year ended December 31, 2015. The increase in equity capital was used to partially fund the continued growth in our real estate portfolio.

Asset management fees increased by $2.6 million, or 58.6% to $7.0 million for the year ended December 31, 2015. The Asset Manager receives an annual asset management fee equal to 1% of the aggregate value of our equity on a fully diluted basis based on the Determined Share Value. The increase in asset management fees during 2015 is a result of an increase in the equity on a fully diluted basis and the increase in the Determined Share Value. During the year ended December 31, 2015, we increased the Determined Share Value 4.2% from $71.00 per share as of December 31, 2014 to $74.00 per share as of December 31, 2015. Additionally, the weighted average number of shares of our common stock and noncontrolling membership units of the Operating Company outstanding increased as the result of continued equity capital investments. For the year ended December 31, 2015, the weighted average number of shares of our common stock and noncontrolling membership units of the Operating Company outstanding was 9.7 million compared to 6.6 million for the year ended December 31, 2014. The increase in equity capital was used to partially fund the continued growth in our real estate portfolio.

Property management fees increased by $1.2 million, or 46.0% to $3.9 million for the year ended December 31, 2016. The Manager is compensated for its property management services by receiving, as of the end of each month, a property management fee equal to 3% of gross rentals collected from the real estate portfolio for that month. The increase in property management fees is primarily attributable to the growth in our real estate portfolio. During the year ended December 31, 2016, we acquired $518.8 million in real estate comprised of 88 new properties and a capital expansion on an existing property from 22 separate acquisitions. Our real estate investments were made throughout the period and were not all outstanding for the entire period; accordingly, a portion of the increase in property management fees calculated based on the additional rental revenue from these acquisitions will be recognized in subsequent periods. Additionally, we recognized average annual rent increases of approximately 2.1% during 2016, contributing to growth in property management fees on properties owned in the prior year (i.e., “same store” basis).

Property management fees increased by $0.8 million, or 41.8% to $2.7 million for the year ended December 31, 2015. The Manager is compensated for its property management services by receiving, as of the end of each month, a property management fee equal to 3% of gross rentals collected from the real estate portfolio. The increase in property management fees is primarily attributable to the growth in our real estate portfolio. During the year ended December 31, 2015, we acquired $550.1 million in real estate. Our real estate investments were made throughout the period with weighting towards the second half of the year, and were not all outstanding for the entire period; accordingly, a portion of the increase in property management fees calculated based on the additional rental revenue from these acquisitions will be recognized in subsequent periods. Additionally, we recognized average annual rent increases of approximately 2.0% during 2015, contributing to growth in property management fees on properties owned in the prior year (i.e., “same store” basis).

Index to Financial Statements

Acquisition expenses increased by $0.9 million, or 9.4% to $10.9 million for the year ended December 31, 2016. Under the terms of the Asset Management Agreement, we pay the Asset Manager an acquisition fee equal to 1% of the gross purchase price paid for each property we acquire (including properties contributed in exchange for membership units in the Operating Company); provided, however, that in the event that our acquisition of a property requires a new lease (as opposed to taking an assignment of an existing lease), such as in the case of a sale-leaseback transaction, we pay the Asset Manager an acquisition fee equal to 2% of the gross purchase price as a result of the additional leasing services required. The increase in acquisition expenses year-over-year is a result of increased legal expenses due to the increased complexity of acquisitions closed during 2016. The impact was slightly offset by a 5.7% decrease in acquisition activity from 2015 to 2016. During the year ended December 31, 2016 we acquired $518.8 million in real estate, as compared to $550.1 million for the year ended December 31, 2015.

Acquisition expenses increased by $5.3 million, or 112.8% to $9.9 million for the year ended December 31, 2015. Under the terms of the Asset Management Agreement, we pay the Asset Manager an acquisition fee equal to 1% of the gross purchase price paid for each property we acquire (including properties contributed in exchange for membership units in the Operating Company); provided, however, that in the event that our acquisition of a property requires a new lease (as opposed to taking an assignment of an existing lease), such as in the case of a sale-leaseback transaction, we pay the Asset Manager an acquisition fee equal to 2% of the gross purchase price as a result of the additional leasing services required. The increase in acquisition expenses year-over-year is a result of increased acquisition activity. During the year ended December 31, 2015, we acquired $550.1 million in real estate, as compared to $236.5 million for the year ended December 31, 2014.

Property and operating expense increased by $0.5 million, or 15.2% to $3.9 million for the year ended December 31, 2016. The increase is attributable to increased insurance rates and real estate taxes on the underlying real estate properties. These expenses are paid by us and reimbursed by the tenant under the terms of the respective leases. There was a corresponding increase in the Operating expenses reimbursed by tenants revenue balance.

Property and operating expense increased by $1.5 million, or 77.2% to $3.4 million for the year ended December 31, 2015. The increase is attributable to the acquisition of properties during 2015 with lease terms that provide for the landlord to pay for certain expenses, such as real estate taxes and insurance, with reimbursement from the tenant. These reimbursements are included in the Operating expenses reimbursed from tenants revenue balance, which experienced a corresponding increase year-over-year.

General and administrative expenses decreased by $0.3 million, or 10.4% to $2.8 million for the year ended December 31, 2016. The decrease is primarily attributable to a $0.6 million decrease in bad debt expense resulting from recoveries of previously reserved doubtful accounts without a corresponding replenishment. We recognized 100% collections in 2016. The decrease was partially offset by increased fees for costs and services associated with our requirements to file this Form 10 to register our shares of common stock pursuant to Section 12(g) of the Exchange Act. In addition, we incurred fees associated with the establishment of the Operating Company’s investment grade credit rating. We believe the fees incurred in establishing the investment grade credit rating will be more than offset by the ongoing interest expense savings through a lower margin on our long-term debt.

Index to Financial Statements

General and administrative expenses increased by $1.2 million, or 61.8% to $3.1 million for the year ended December 31, 2015. The increase is primarily attributable to increased legal fees associated with acquisition activity and equity investments in the Operating Company. Additionally, bad debt expense increased by $0.3 million as a result of increased reserves for two tenants.

For the year ended December 31, 2014, we recognized an asset impairment of $1.6 million on a single property as the result of the tenant’s deteriorating financial condition and the respective rental payments owed to us in arrears. We did not recognize asset impairments for the years ended December 31, 2015 and 2016, which is commensurate with our strong underwriting focus on credit-worthy tenants and our ongoing credit monitoring and maintenance.

The (cost) gain of debt extinguishment represents the difference between the price paid to extinguish the debt compared to the carrying value of the debt, plus any unamortized debt acquisition costs at the time of extinguishment. To the extent that the price paid to extinguish the debt is greater than the carrying value of debt, we would recognize a loss on extinguishment. The loss would be increased by the amount of previously capitalized debt acquisition costs that remain unamortized at the time of extinguishment. To the extent that the price paid to extinguish the debt is less than the carrying value of debt, we would recognize a gain on extinguishment, netted by any unamortized debt acquisition costs. These amounts fluctuate period-over-period based on the variability in the interest rate environment, changes in financial institutions’ credit standards, and our activity in capital markets to manage our leverage position.

In June of 2015, we invested $10 million in convertible preferred interests of Broadstone Real Estate, LLC, our Manager, which provide for a stated preferred return of 7.0% with 0.25% increases each year. We earned $0.35 million in income during the year ended December 31, 2015, which represents six months of the preferred return. We earned $0.71 million in income during the year ended December 31, 2016, which represents six months of the preferred return at a stated rate of 7% for the first half of the year and six months of the preferred return at a stated rate of 7.25% for the second half of the year.

Interest expense increased to $30.0 million for the year ended December 31, 2016, from $22.6 million for the year ended December 31, 2015, due primarily to an increase in long-term borrowings used to partially fund

Index to Financial Statements

the acquisition of properties for our growing real estate investment portfolio. The debt outstanding on our unsecured credit facilities increased from $562.1 million at December 31, 2015, to $759.9 million at December 31, 2016. During these periods, our unsecured credit facilities bore interest at a variable rate based on the one- and three-month LIBOR plus a credit spread ranging from 1.65% to 2.5%. At December 31, 2016 and 2015, the one-month LIBOR was 0.62% and 0.24%, respectively, and the three-month LIBOR was 0.93% and 0.42%, respectively. The variability in the LIBOR rates was offset by our interest rate swap positions that effectively fix the interest rates on our long-term debt. The increase in interest expense resulting from the increase in outstanding debt was partially offset by a reduction in our credit spread. The Operating Company’s receipt of an investment grade credit rating in March 2016 lowered the credit spread on two of our three credit facilities to 1.40% and 1.45%, effective April 1, 2016.

Interest expense increased to $22.6 million for the year ended December 31, 2015, from $18.1 million for the year ended December 31, 2014, due primarily to an increase in long-term borrowings used to partially fund the acquisition of properties for our growing real estate investment portfolio. The debt outstanding on our unsecured credit facilities increased from $361.5 million at December 31, 2014, to $562.1 million at December 31, 2015. During these periods, our unsecured credit facilities bore interest at a variable rate based on the one- and three-month LIBOR plus a credit spread ranging from 1.65% to 2.5%. At December 31, 2015 and 2014, the one-month LIBOR was 0.24% and 0.15%, respectively, and the three-month LIBOR was 0.42% and 0.23%, respectively. The variability in the LIBOR rates was offset by our interest rate swap positions that effectively fix the interest rate on our long-term debt.

During the year ended December 31, 2016, we recognized a $5.9 million gain on the sale of real estate, compared to a loss of $0.7 million for the year ended December 31, 2015, and a gain of $3.6 million for the year ended December 31, 2014. During 2016, 2015, and 2014 we sold nine properties, six properties, and 22 properties, respectively. Our recognition of a gain or loss on the sale of real estate varies from transaction to transaction based on fluctuations in asset prices and demand in the real estate market.

Our reported results and net earnings per dilutive share are presented in accordance with GAAP. We also disclose Funds from Operations, or FFO, and Adjusted Funds from Operations, or AFFO, each of which are non-GAAP measures. We believe the use of FFO and AFFO are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. FFO and AFFO should not be considered alternatives to net income as a performance measure or to cash flows from operations, as reported on our statement of cash flows, or as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures.

We compute FFO in accordance with the standards established by the White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains (losses) from sales of depreciated real estate assets, depreciation and amortization expense from real estate assets, and impairment charges related to previously depreciated real estate assets. To derive AFFO, we modify the NAREIT computation of FFO to include other adjustments to GAAP net income related to certain non-cash revenues and expenses, including straight-line rents, gain (loss) on extinguishments of debt, acquisition expenses, amortization of lease intangibles, amortization of debt issuance costs, amortization of net mortgage premiums, extraordinary items and other specified non-cash items. We believe that such items are not a result of normal operations and thus we believe excluding such items assists management and investors in distinguishing whether changes in our operations are due to growth or decline of operations at our properties or from other factors.

Index to Financial Statements

Our leases include rents that increase over the term of the lease to compensate us for anticipated increases in market rentals over time. Our leases do not include significant front-loading or back-loading of payments or significant rent-free periods. Therefore, we find it useful to evaluate rent on a contractual basis as it allows for comparison of existing rental rates to market rental rates. Additionally, we exclude transaction costs associated with acquiring real estate subject to existing leases, including the amortization of lease intangibles, as well as acquisition expenses paid to our Asset Manager that are based on a percentage of the gross acquisition purchase price. We exclude these costs from AFFO because they are upfront expenses that are recognized in conjunction with an acquisition, and therefore, are not indicative of ongoing operational results of the portfolio. We believe excluding acquisition expenses provides investors a view of the performance of our portfolio over time. In connection with our adoption of ASU 2017-01, effective January 1, 2017 and on a prospective basis, we capitalize all acquisition expenses as part of the cost-basis of the tangible and intangible assets acquired. Therefore, effective January 1, 2017, we will no longer adjust for acquisition expenses in our AFFO computation. We also exclude the amortization of debt issuance costs and net mortgage premiums as they are not indicative of ongoing operational results of the portfolio. We use AFFO as a measure of our performance when we formulate corporate goals.

FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers, primarily because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We believe that AFFO is a useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by non-cash revenues or expenses. FFO and AFFO may not be comparable to similarly titled measures employed by other REITs, and comparisons of our FFO and AFFO with the same or similar measures disclosed by other REITs may not be meaningful.

Neither the SEC, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO and AFFO. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and in response to such standardization we may have to adjust our calculation and characterization of FFO and AFFO accordingly.

The following table presents our non-GAAP FFO and AFFO for the three months ended March 31, 2017 and 2016. Our measures of FFO and AFFO are computed on the basis of amounts attributable to both us and noncontrolling interests. As the noncontrolling interests share in our net income on a one-for-one basis, the basic and diluted per-share amounts are the same.

Index to Financial Statements

Net income increased by $8.0 million, from $5.7 million for the three months ended March 31, 2016, to $13.7 million for the three months ended March 31, 2017. Net earnings per diluted share increased by $0.38 during the same period, up to $0.81 per share. The increase in net income and earnings per share is attributable to investments in real estate properties. During the three months ended March 31, 2017, we closed two real estate acquisitions and acquired $89.7 million in real estate, excluding capitalized acquisition costs, comprised of ten new properties. Additionally, subsequent to March 31, 2016 and for the nine-month period ended December 31, 2016, we closed 19 real estate acquisitions and acquired approximately $462.8 million in real estate comprised of 83 new properties. The increase in net income was partially offset by a 3.8 million increase in the diluted weighted average number of shares of our common stock outstanding as a result of ongoing equity raises.

FFO for the three months ended March 31, 2017 was $27.5 million, representing a $12.7 million increase from FFO of $14.8 million for the three months ended March 31, 2016. FFO per diluted share increased by $0.50 during the same period to $1.62 per share. The increase in FFO and FFO per share is primarily driven by increased revenue year-over-year as a result of growth in our real estate investment portfolio. During the three months ended March 31, 2017, we closed two real estate acquisitions and acquired $89.7 million in real estate, excluding capitalized acquisition costs, comprised of ten new properties. Additionally, subsequent to March 31, 2016 and for the nine-month period ended December 31, 2016, we closed 19 real estate acquisitions and acquired approximately $462.8 million in real estate comprised of 83 new properties. During the period, we increased total revenues by 33.6%. Excluding depreciation and amortization, consistent with the computation of FFO, total expenses only increased by 12%.

AFFO for the three months ended March 31, 2017 was $24.1 million, representing a $6.8 million increase from AFFO of $17.3 million for the three months ended March 31, 2016. AFFO per diluted share increased by $0.11 during the same period to $1.42 per diluted share. Adjustments to FFO of $(3.5) million for the three months ended March 31, 2017 to arrive at AFFO decreased approximately $5.9 million, as compared to adjustments to FFO of $2.4 million for the three months ended March 31, 2016. The decrease was primarily comprised of a $3.5 million decrease in the add-back for interest rate swap ineffectiveness. During the three months ended March 31, 2016, we recognized $3.5 million in interest rate swap ineffectiveness related to inconsistencies in certain terms between the interest rate swaps and the credit agreements. The interest rate swaps continued to qualify for hedge accounting, with the effective portion of mark-to-market adjustments included in accumulated other comprehensive income. During the fourth quarter of 2016, we amended the terms of the credit agreements, thereby reversing the impact of the ineffectiveness and rendering a $0 full-year 2016 impact to the consolidated income statement.

The decrease in the adjustments to FFO in arriving at AFFO was also the result of a $1.4 million decrease in the add-back for acquisition expenses and a $1.3 million increase in the deduction for straight-line rent. Effective January 1, 2017, we adopted ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. As a result of adoption, accounted for on a prospective basis, we now treat our property acquisitions as asset acquisitions, as opposed to our previous treatment as business acquisitions. Acquisition expenses, which were previously expensed as incurred, are now capitalized as part of the cost-basis of the underlying assets acquired. Accordingly, for the three months ended March 31, 2017 there were no acquisition expenses included in the consolidated statement of income. The increase in the deduction for straight-line was driven by the volume of acquisitions subsequent to March 31, 2016, with periodic contractual rent escalation clauses included in long-term leases. As of March 31, 2017, the weighted average contractual rent escalations on our real estate portfolio was 2.2%. Consistent with FFO growth, the overall increase in AFFO is primarily driven by increased revenue year-over-year as the result of growth in our real estate investment portfolio.

Index to Financial Statements

The following table presents our non-GAAP FFO and AFFO for the years ended December 31, 2016, 2015, and 2014. Our measures of FFO and AFFO are computed on the basis of amounts attributable to both us and noncontrolling interests. As the noncontrolling interests share in our net income on a one-for-one basis, the basic and diluted per-share amounts are the same.

Net income increased by $19.4 million, from $20.9 million for the year ended December 31, 2015, to $40.3 million for the year ended December 31, 2016. Net earnings per diluted share increased by $0.61 during the same period, up to $2.76 per share. The increase in net income and earnings per share is attributable to accretive investments in real estate properties made during 2016, coupled with the annualized revenue streams from the real estate investments made in 2015. We added $518.8 million and $550.1 million in real estate investments during the years ended December 31, 2016 and 2015, respectively. The increase in net income in the earnings per share computation was partially offset by a 4.9 million increase in the diluted weighted average number of shares of our common stock outstanding as a result of ongoing equity raises.

Net income increased by $3.7 million, from $17.2 million for the year ended December 31, 2014, to $20.9 million for the year ended December 31, 2015. Net earnings per diluted share decreased by $0.44 during the same period to $2.15 per diluted share. The increase in net income is attributable to investments in real estate properties made during 2015, coupled with the annualized revenue streams from the real estate investments made in 2014. We added $550.1 million and $236.5 million in real estate investments during the years ended December 31, 2015 and 2014, respectively. The $3.7 million increase in net income was more than offset by a 3.1 million increase in the weighted average number of shares of our common stock outstanding as a result of ongoing equity raises. The $0.44 decrease in earnings per diluted share is the result of the timing of investments in real estate in 2015. As the investments in real estate in 2015 were weighted towards the second half of the year, we recognized only a portion of the annualized rental streams in 2015 and recognized the corresponding acquisition expenses in full.

FFO for the year ended December 31, 2016 was $80.7 million, representing a $29.7 million increase from FFO of $51.0 million for the year ended December 31, 2015. FFO per diluted share increased by $0.29 during the same period to $5.53 per share. The increase in FFO is primarily driven by increased revenue year-over-year as the result of growth in our real estate investment portfolio. We added $518.8 million in real estate investments during the year ended December 31, 2016. Additionally, the increase in FFO per diluted share is driven by accretive investments made in 2016. From 2015 to 2016, we increased total revenues by 45.7% while total operating expenses only increased 42.2%. Excluding depreciation and amortization, consistent with the computation of FFO, total expenses only increased by 25.1%. The growth in FFO per share is also a result of recognizing annualized rental streams on investments made in the prior year. As the investments in real estate in the prior year were made throughout the period with weighting towards the second-half of the year, we recognized a portion of the increase in the prior year with the remainder in 2016.

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FFO for the year ended December 31, 2015 was $51.0 million, representing a $16.4 million increase from FFO of $34.6 million for the year ended December 31, 2014. FFO per diluted share increased by $0.02 during the same period to $5.24 per share. The increase in FFO is primarily driven by increased revenue year-over-year as the result of growth in our real estate investment portfolio. We added $550.1 million in real estate investments during the year ended December 31, 2015. The growth in FFO per diluted share is attributable to the recognition of annualized rental streams on investments made in the prior year. As we made our investments throughout the period, we recognized a portion of the increase in the prior year with the remainder in 2015. These increases were partially offset by the timing difference between the recognition of acquisition expenses for investments made during the year and the related annualized rental income streams, as well as a $1.6 million reduction in asset impairments that are added back to net income in arriving at FFO. The acquisitions made during 2015 were weighted towards the end of the year. Accordingly, we recognized the full acquisition expenses on the corresponding investments in 2015 and recognized only a portion of the annualized rental revenue streams.

AFFO for the year ended December 31, 2016 was $78.8 million, representing a $26.5 million increase from AFFO of $52.3 million for the year ended December 31, 2015. AFFO per diluted share increased by $0.03 during the same period to $5.40 per diluted share. Adjustments to FFO of $(1.9) million in 2016 to arrive at AFFO decreased approximately $3.2 million, as compared to adjustments to FFO of $1.3 million in 2015. The decrease in adjustments to FFO was primarily comprised of a $6.3 million increase in the deduction for straight-line rent in 2016, driven by the volume of acquisitions in 2016 with periodic contractual rent escalation clauses included in long-term leases. In 2016, same store rental revenue increased by 2.1%. The volume of acquisitions in 2016 also resulted in a $0.9 million increase in the acquisition expense add-back, offsetting the overall decrease in adjustments to FFO. The overall decrease in adjustments to FFO was also partially offset by a $1.3 million fluctuation in the (gain) cost on debt extinguishment. Consistent with FFO growth, the overall increase in AFFO is primarily driven by increased revenue year-over-year as the result of growth in our real estate investment portfolio.

AFFO for the year ended December 31, 2015 was $52.3 million, representing an $18.3 million increase from AFFO of $34.0 million for the year ended December 31, 2014. AFFO per diluted share increased by $0.25 during the same period to $5.37 per diluted share. Adjustments to FFO of $1.3 million in 2015 to arrive at AFFO increased approximately $2.0 million, as compared to adjustments to FFO of $(0.7) million in 2015. The increase in adjustments to FFO was primarily comprised of a $5.3 million increase in acquisition expenses. The increase in acquisition expenses year-over-year is a result of increased acquisition activity. During the year ended December 31, 2015, we acquired $550.1 million in real estate, as compared to $236.5 million for the year ended December 31, 2014. The increase was offset by a $1.5 million increase in the deduction for straight-line rent in 2016, as well as a $1.5 million fluctuation in the (gain) cost of debt extinguishment. The increase in the deduction for straight-line rent in 2015 was driven by the volume of acquisitions in 2015 with periodic lease escalation clauses on long-term leases. The fluctuation in the (gain) cost of debt extinguishment was the result of a $1.2 million gain recognized in 2015 versus a $0.4 million cost recognized in 2014. The gain or cost of debt extinguishment represents the difference between the price paid to extinguish the debt compared to the carrying value of the debt, plus any unamortized debt acquisition costs at the time of extinguishment. To the extent that the price paid to extinguish the debt is greater than the carrying value of debt, we would recognize a loss on extinguishment. The loss would be increased by the amount of previously capitalized debt acquisition costs that remain unamortized at the time of extinguishment. To the extent that the price paid to extinguish the debt is less than the carrying value of debt, we would recognize a gain on extinguishment, netted by any unamortized debt acquisition costs. These amounts fluctuate period-over-period based on the variability in the interest rate environment, changes in financial institutions’ credit standards, and our activity in capital markets to manage our leverage position.

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The following is a reconciliation of net income to FFO and AFFO for the three months ended March 31, 2017 and 2016, and for the years ended December 31, 2016, 2015, and 2014. Also presented is information regarding distributions paid to common stockholders and noncontrolling interests and the weighted average number of shares of our common stock and noncontrolling membership units of the Operating Company used for the basic and diluted computation per share:

We have reclassified certain adjustments in our AFFO and previously reported Operating-Adjusted Funds From Operations, or O-AFFO, reporting structure to discontinue the use of O-AFFO. We performed an analysis of publicly-traded REIT peers and determined that the reclassifications were appropriate adjustments to make to our non-GAAP performance metrics and increase comparability with our peer group. The reclassifications include the adjustments for acquisition expenses and amortization of lease intangibles, both of which are common industry AFFO adjustments.

We also determined that it would be appropriate to include additional adjustments for straight-line rents associated with direct financing leases, and to exclude the impact of the amortization of debt issuance costs and net mortgage premiums. The straight-line rent adjustment for direct financing leases is consistent with our adjustment for straight-line rent on operating leases. We find it useful to evaluate rent on a contractual basis as it allows for comparison of existing rental rates to market rental rates. We exclude the amortization of debt

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issuance costs and net mortgage premiums as they are not indicative of ongoing operational results of the portfolio. Each of these adjustments is also a common adjustment among our net lease peer group.

The following table presents the impact of the reclassifications and new adjustments for the years ended December 31, 2016, 2015, and 2014.

The preparation of our consolidated financial statements in conformance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses as well as other disclosures in the financial statements. On an ongoing basis, management evaluates its estimates and assumptions; however, actual results may differ from these estimates and assumptions, which in turn could have a material impact on our financial statements. A summary of our significant accounting policies and procedures are included in Note 2 of our consolidated financial statements included in this Form 10. Management believes the following critical accounting policies, among others, affect its more significant estimates and assumptions used in the preparation of our consolidated financial statements.

We record investments in rental property accounted for under operating leases at cost. We record investments in rental property accounted for under direct financing leases at their net investment (which at the inception of the lease generally represents the cost of the property).

We account for acquisitions of rental properties utilizing the acquisition method and, accordingly, we record the estimated fair value of the assets acquired and liabilities assumed. We recognized all costs of acquisition as an expense at the time of acquisition. The results of operations of acquired properties are included in the consolidated statements of income and comprehensive income from the date of acquisition. We allocate the fair value of rental property acquired with in-place leases to tangible assets, consisting of land and land improvements, buildings, and equipment, and identifiable intangible assets and liabilities, including the value of in-place leases and acquired above-market and below-market leases. We use multiple sources to estimate fair value, including information obtained about each property as a result of our pre-acquisition due diligence and our

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marketing and leasing activities. Factors that impact our fair value determination include real estate market conditions, industry conditions that the tenant operates in, and characteristics of the real estate and/or real estate appraisals. Changes in any of these factors could impact the future purchase prices of our investments and the corresponding capitalization rates recognized. We do not believe the assumptions used to fair value the investments upon acquisition have a significant degree of estimation uncertainty.

We determine the fair value of tangible assets of an acquired property by valuing the property as if it were vacant. Management then allocates the as-if-vacant value to land and land improvements, buildings, and equipment based on the fair value of the assets.

The estimated fair value of acquired in-place leases equals the costs we would have had to incur to lease the properties to the occupancy level of the properties at the date of acquisition. Such costs include the fair value of leasing commissions and other operating costs that would have been incurred to lease the properties, had they been vacant, to their acquired occupancy level. We amortize acquired in-place leases as of the date of acquisition over the remaining initial non-cancellable terms of the respective leases to amortization expense.

We record acquired above-market and below-market lease values based on the present value (using an interest rate that reflects the risks associated with the lease acquired) of the differences between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates at the time of acquisition for the corresponding in-place leases. We amortize the capitalized above-market and below-market lease values as adjustments to rental revenue over the remaining term of the respective leases.

Should a tenant terminate its lease, we charge the unamortized portion of the in-place lease value to amortization expense and we charge the unamortized portion of above-market or below-market lease value to rental income.

Management estimates the fair value of assumed mortgages and notes payable based upon indications of then-current market pricing for similar types of debt with similar maturities. We record assumed mortgages and notes payable at their estimated fair value as of the assumption date, and the difference between the estimated fair value and the notes’ outstanding principal balance is amortized to interest expense over the remaining term of the debt.

We review long-lived assets to be held and used for possible impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. If such events or changes in circumstances are present, an impairment exists to the extent the carrying value of the asset or asset group exceeds the sum of the undiscounted cash flows expected to result from the use of the asset or asset group and its eventual disposition. Such cash flows include factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition, and other factors. An impairment loss is measured as the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group.

Inputs used in establishing fair value for real estate assets generally fall within Level 3 of the fair value hierarchy, which are characterized as requiring significant judgment as little or no current market activity may be available for validation. The main indicator used to establish the classification of the inputs is current market condition, as derived through our use of published commercial real estate market information. We determine the valuation of impaired assets using generally accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties. Management may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.

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During the year ended December 31, 2014, we recognized an impairment charge on real estate assets of $1.6 million. In determining the fair value of the real estate assets at the time of measurement, we utilized a direct capitalization rate of 18% and a rental growth rate of 2%, both of which are Level 3 inputs. We believe the uncertainty in the future cash flows was reflected in the significant capitalization rate, and the estimates were based on the information available at the time of impairment. On December 30, 2015, we sold the assets for a gain of $0.1 million. The selling price was within a reasonable range of the impaired carrying value, supporting the reasonableness of our impairment estimate. Given the timing difference between the date of impairment and the date of sale, fluctuations in market conditions could have impacted the gain recognized.

We did not recognize impairment charges during the years ended December 31, 2016 and 2015. We classified the impairment charge within earnings from operations in the consolidated statements of income and comprehensive income included in this Form 10, which resulted from non-payment of past due rental amounts and concerns over the tenant’s future viability.

At the inception of a new lease arrangement, including new leases that arise from amendments, management assesses the terms and conditions to determine the proper lease classification. A lease arrangement is classified as an operating lease if none of the following criteria are met: (i) ownership transfers to the lessee prior to or shortly after the end of the lease term, (ii) lessee has a bargain purchase option during or at the end of the lease term, (iii) the lease term is greater than or equal to 75% of the underlying property’s economic life, or (iv) the present value of the future minimum lease payments (excluding executory costs) is greater than or equal to 90% of the fair value of the leased property. If one or more of these criteria are met, and the minimum lease payments are determined to be reasonably predictable and collectible, the lease arrangement is generally accounted for as a direct financing lease. Revenue recognition methods for operating leases and direct financing leases are described below:

Management uses interest rate swap agreements to manage risks related to interest rate movements and the corresponding impact to interest expense on long-term debt. We report the interest rate swap agreements, designated and qualifying as cash flow hedges, at fair value. We record the gain or loss on the effective portion of the hedge initially as a component of other comprehensive income or loss and subsequently reclassify these amounts into earnings when we incur interest on the related debt and as the swap net settlements occur. If and when there is ineffectiveness realized on a swap agreement, management recognizes the ineffectiveness as a component of interest expense in the period incurred. Management documents its risk management strategy and hedge effectiveness at the inception of and during the term of each hedge. Our interest rate risk management strategy is intended to stabilize cash flow requirements by maintaining interest rate swap agreements to convert certain variable-rate debt to a fixed rate.

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For information on the impact of recent accounting pronouncements on our business, see note 2 of the notes to the consolidated financial statements included in this Form 10.

We are exposed to interest rate risk arising from changes in interest rates on the floating rate indebtedness under our unsecured credit facilities and certain mortgages. Borrowings pursuant to our unsecured credit facilities and floating-rate mortgages bear interest at floating rates based on LIBOR plus the applicable margin. Accordingly, fluctuations in market interest rates may increase or decrease our interest expense which will in turn, increase or decrease our net income and cash flow.

We manage a portion of our interest rate risk by entering into interest rate swap agreements. Our interest rate risk management strategy is intended to stabilize cash flow requirements by maintaining interest rate swap agreements to convert certain variable rate debt to a fixed rate. As of March 31, 2017, we had 26 interest rate swap agreements outstanding, with an aggregate notional amount of $686.2 million. Under these agreements, we receive monthly payments from the counterparties equal to the related variable interest rates multiplied by the outstanding notional amounts. In turn, we pay the counterparties each month an amount equal to a fixed interest rate multiplied by the related outstanding notional amounts. The intended net impact of these transactions is that we pay a fixed interest rate on our variable rate borrowings. The interest rate swaps have been designated by us as effective cash flow hedges for accounting purposes and are reported at fair value. We assess, both at inception and on an ongoing basis, the effectiveness of our qualifying cash flow hedges. We have not entered, and do not intend to enter, into derivative or interest rate transactions for speculative purposes.

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The table below summarizes the terms of the current swap agreements relating to our unsecured credit facilities. Several of the interest rate swaps agreements set forth in the table below were entered into in conjunction with previous secured and unsecured borrowings that were retired and the swaps have since been reapplied in support of the current unsecured credit facilities.

With the exception of our interest rate swap transactions, we have not engaged in transactions in derivative financial instruments or derivative commodity instruments.

As of March 31,2017, our financial instruments were not exposed to significant market risk due to foreign currency exchange risk.

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Please refer to Item 1. “Business” of this Form 10 for information concerning our properties.

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The following table shows, as of June 23, 2017, the amount of our common stock beneficially owned (unless otherwise indicated) by: (1) any person who is known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock; (2) each of our directors and nominees for election as a director; (3) each of our executive officers; and (4) all of our directors and executive officers in the aggregate. The address for each of the persons or entities named in the following table is 800 Clinton Square, Rochester, New York, 14604.

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Our current directors and executive officers and their respective ages and positions are listed below:

Set forth below is certain biographical information regarding each of our directors and executive officers.

Amy L. Tait, our Executive Chairman of the board of directors and Chief Investment Officer, is one of our founders, has served on our board since its inception as an appointee of our Asset Manager, and also serves as the Executive Chairman of the Board and Chief Investment Officer of the Manager. Ms. Tait brings more than three decades of commercial real estate experience to her position. She started her real estate career with Chemical Bank in management training and commercial real estate lending before joining Home Leasing Corporation, the predecessor to Home Properties, Inc. (formerly a publicly traded company on the NYSE as “HME”). She then served as Executive Vice President of Home Properties from its IPO in 1994 to 2001, and as a Director and Chair of the company’s Real Estate Investment Committee until 2012. Ms. Tait’s responsibilities have included acquisitions, finance, capital markets, investor relations, legal, human resources, and strategic planning. Ms. Tait serves on the board of directors of Broadtree Residential, Inc., the board of managers of Broadstone Real Estate, LLC, the Board of Governors of the National Association of Real Estate Investment Trusts^® (NAREIT), on the Simon School Executive Advisory Committee and National Council, and has served numerous other community organizations. From 2009 to 2012, Ms. Tait served on the board of directors of IEC Electronics Corp. (NYSE MKT: IEC). Ms. Tait has been recognized in Rochester, New York, with the D’Tocqueville Award, the Athena Award, and Business Hall of Fame induction. She holds a B.S. degree in Civil Engineering from Princeton University and an M.B.A. from the Simon Graduate School of Business at the University of Rochester.

Christopher J. Czarnecki serves as our Chief Executive Officer, serves as a non-independent director on our board of directors, and is the Chief Executive Officer of the Manager. Mr. Czarnecki joined us in 2009 and became CEO in 2017. In this role, he is responsible for leading the overall organization. In previous roles with us, Mr. Czarnecki served as our President and Chief Financial Officer. In these roles he oversaw various functions, including capital markets activities, accounting, property management, and operations. His responsibilities included raising new debt and equity capital for investment, managing investor relations, conducting industry research, board and investor communications, and portfolio analytics. Prior to joining the Manager, Mr. Czarnecki was a commercial real estate lender and credit analyst for Branch Banking & Trust Co.

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(“BB&T”). Based in Baltimore, MD, he was responsible for the underwriting of new commercial construction projects, portfolio management, and credit analysis. Mr. Czarnecki is a member of PREA and NAREIT and is a graduate of BB&T’s Leadership Development Program. He is also a member of M&T Bank’s Rochester Regional Advisory Board and a guest lecturer in real estate courses at the Simon Graduate School of Business at the University of Rochester. Mr. Czarnecki serves on the board of directors of Broadtree Residential, Inc. and the board of managers of Broadstone Real Estate, LLC. Mr. Czarnecki holds a B.A. in Economics from the University of Rochester, a Diploma in Management Studies from the Judge Business School at the University of Cambridge, and an M.B.A. in Finance and Corporate Accounting from the Simon Graduate School of Business at the University of Rochester.

Sean T. Cutt serves as our President and Chief Operating Officer and holds the same positions with the Manager’s Commercial Division. Mr. Cutt joined the Manager in early 2012 to assist in growing and managing our commercial real estate portfolio. His primary responsibilities include managing the acquisitions, dispositions, portfolio management, and credit analysis divisions. In previous roles, Mr. Cutt served as Senior Vice President of Acquisitions and Portfolio Management. Prior to joining the Manager, Mr. Cutt was an Assistant Vice President of Development for Macerich (NYSE: MAC) from 2006 to 2012. Mr. Cutt was responsible for managing large scale retail shopping centers and mixed-use development projects across the country. Before joining Macerich, he worked at SWBR Architects & Engineers as a Project Manager for a wide variety of commercial property types. Mr. Cutt holds an A.A.S in Architecture from Alfred State College along with a B.S. in Organizational Management from Roberts Wesleyan College and an M.B.A. from the Simon Graduate School of Business at the University of Rochester.

Ryan M. Albano serves as our Executive Vice President and Chief Financial Officer and holds the same positions with the Manager. Mr. Albano joined us in 2013 and is responsible for strategic and financial planning, monitoring key performance metrics, financial reporting, accounting, corporate development, and capital market activities for our company and the Manager. Prior to joining the Manager, Mr. Albano worked for Manning & Napier, Inc. (NYSE: MN) from 2011 to 2013. During this time, Mr. Albano served in various finance roles, initially assisting in the successful execution of the company’s IPO in 2011 and subsequently serving as Assistant CFO of the company’s mutual fund division. Before Manning & Napier, Mr. Albano worked for KPMG LLP in various roles serving both public and private companies from 2004 to 2011. A certified public accountant, he holds an M.B.A in finance and competitive strategy from the Simon Graduate School of Business at the University of Rochester and a B.S. in accounting from St. John Fisher College.

David E. Kasprzak serves as our Executive Vice President and Chief Business Development Officer and holds the same positions with the Manager. Mr. Kasprzak manages our and the Manager’s investor relations and marketing teams and is responsible for directing and coordinating all facets of shareholder relations, marketing, sales, and promotion for our company and the Manager. Prior to joining the Manager in 2012, Mr. Kasprzak worked for Tompkins Financial Advisors, or “Tompkins,” a New York-based wealth management firm, from 2010 to 2012, where he initially specialized in corporate retirement plans in his role as Vice President, Retirement Plan Sales. Mr. Kasprzak also served as Vice President, Market Director of Tompkins, in which role he was responsible for the daily operation of a bank-owned broker-dealer supporting a diverse group of more than 150 bank and independent financial advisors and their businesses. Before joining Tompkins, he was a Regional Director for Goldman Sachs Asset Management from 2005 to 2008. Mr. Kasprzak holds a B.S. in Agricultural Economics and Crop & Soil Science from Michigan State University.

John D. Moragne serves as our Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary and holds the same positions with the Manager. Mr. Moragne is responsible for overseeing the legal, compliance, and corporate governance affairs of our company and the Manager. Prior to joining the Manager in 2016, Mr. Moragne was a partner at the law firm now known as Vaisey Nicholson & Nearpass PLLC from April 2015 to February 2016 and was a corporate and securities attorney at Nixon Peabody LLP from September 2007 through March 2015. Mr. Moragne holds a B.A. from SUNY Geneseo and a J.D. from The George Washington University Law School.

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Timothy J. Holland serves as our Executive Vice President and Chief Administrative Officer and holds the same positions with the Manager. Mr. Holland is responsible for leading and managing all administrative, human resource, and information technology functions and activities for our company and the Manager. Mr. Holland has extensive experience in business management and operations and has held officer-level positions in growth companies as well as management roles at large corporate organizations. Prior to joining the Manager in 2014, Mr. Holland was a senior business manager for Cap Gemini S.A., or “Capgemini,” a leading global IT management consulting firm, from 2012 to 2014. At Capgemini, he led national and global programs and was the North American practice lead for an alliance with a leading cloud-based financial software company. From 2009 to 2012, Mr. Holland served as President of Nightbike Development, LLC. A seasoned entrepreneur, in 1997, Mr. Holland co-founded D4 LLC, a litigation consulting and technology support firm headquartered in Rochester, New York, where he served as Chief Operating Officer from 1997-2009. Additionally, he has co-founded and led companies in retail franchise development and real estate. Mr. Holland holds a B.A. in Economics from Villanova University and an M.B.A. in Marketing and Computer Information Systems from the Simon Graduate School of Business at the University of Rochester.

Kevin F. Barry serves as our Chief Accounting Officer and Treasurer and holds the same positions with the Manager. Mr. Barry was responsible for the operational and financial transitioning of the Commercial Property Management Division of Home Properties, Inc. to Home Leasing Corporation in 2004 and subsequently to the Manager in 2006. Prior to joining Home Leasing Corporation in 2003, he was the Director of Finance at Continental Service Group, Inc., a debt collection services company, from 2001 to 2003 and as Vice President of H&C Tool Supply Corporation, an industrial tool supplier, from 1986 to 2001. Mr. Barry holds a B.A. degree from Colgate University and an M.B.A. from the Simon Graduate School of Business at the University of Rochester.

Christopher J. Brodhead serves as our Senior Vice President – Investor Relations and holds the same position with the Manager. Mr. Brodhead is responsible for the development of strategic relationships to benefit the Manager and its investment offerings, the establishment of relationships with new investors, wealth managers and registered investment advisors, investor base support, and involvement in special projects. Mr. Brodhead also directs the Manager’s marketing strategies and programs, which include all investor communications. Prior to joining the Manager in 2013, Mr. Brodhead worked at DeltaPoint Capital Management, LLC, a Rochester-based private equity firm, or “DeltaPoint,” as Vice President of Business Development, and later as an Operating Director, from 2008 to 2013. In that capacity, Mr. Broadhead worked at Sigma Marketing, a DeltaPoint portfolio company, as Senior Vice President of Sales and Marketing from 2011 to 2013. Mr. Brodhead was honored in 2012 as one of the Rochester Business Journal’s “Forty Under 40” for his professional and civic contributions. Mr. Brodhead holds a B.A. and an M.B.A. from St. Bonaventure University and also studied at the Beijing Institute of Technology in Beijing, China.

Stephen S. Haupt serves as our Senior Vice President – Portfolio Management and holds the same position with the Manager’s Commercial Division, where he leads the portfolio management team, which oversees all of our properties, the portfolio valuation process, tenant growth initiatives, and all tenant interaction. Prior to joining the Manager in 2013, Mr. Haupt served as a Director of Corporate Real Estate for Bausch & Lomb from 2008 to 2013, where he was responsible for managing all of the company’s sites on a global basis. From 2000 to 2008, Mr. Haupt served as Manager, Real Estate for Paychex, Inc. Mr. Haupt holds a Certified Property Manager designation from the Institute of Real Estate Management and a B.S. in Business Administration with a specialty in real estate from SUNY Brockport.

Geoffrey H. Rosenberger serves as our Lead Independent Director, chairman of the Independent Directors Committee, and chairman of the Audit Committee and has served on our board of directors since its inception. He began his professional investment career in 1976 when he joined Manning & Napier Advisors, Inc. as a security analyst covering a broad range of businesses and industries. In 1984 Mr. Rosenberger co-founded Clover Capital Management, Inc., or “Clover Capital,” a Rochester, New York, based investment management firm with over $2 billion of client assets under management. In 2004, Mr. Rosenberger retired from Clover Capital (n/k/a Federated Clover) and has since focused his time both on the not-for-profit sector as well as being actively

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involved as an “angel” investor funding new business formations. Mr. Rosenberger serves as a member of the board of directors of Manning & Napier, Inc. (NYSE: MN), the Greater Rochester Health Foundation, Vnomics Corp., Simpore, Inc., True North Rochester Preparatory Charter School, and Holy Sepulchre Cemetery. Mr. Rosenberger has also served as a past chair of the Greater Rochester Chapter of the American Red Cross and previously served on the boards of Broadtree Residential, Inc., the Junior Achievement of Rochester, McQuaid Jesuit High School, and St. Bernard’s Institute. Mr. Rosenberger is a Chartered Financial Analyst. He holds a B.S. in Economics and an M.B.A. from the University of Kentucky.

Shekar Narasimhan serves as one of our Independent Directors and a member of the Nominating and Corporate Governance Committee and has served on our board of directors since its inception. Mr. Narasimhan is currently the Managing Partner at Beekman Advisors, Inc., which provides strategic advisory services to companies and investors involved in real estate, mortgage finance, affordable housing and related sectors, where he has worked since 2003. He also serves as chairman of Papillon Capital, LLC, an investment company focused on sustainable infrastructure investing, and is co-founder of the Emergent Institute in Bangalore, India. Prior to joining Beekman Advisors, Mr. Narasimhan was a Managing Director of Prudential Mortgage Capital Company, or “Prudential,” one of the nation’s leading providers of commercial mortgage financing. Prior to his time at Prudential, he was Chairman and Chief Executive Officer of the WMF Group Ltd. (formerly NASDAQ: WMFG), or “WMF,” a publicly traded, commercial mortgage financial services company. WMF was one of the largest such firms in the country before being acquired by Prudential in 2000. Mr. Narasimhan currently serves on the board of directors of Broadtree Residential, Inc. and Enterprise Community Investment, Inc. Mr. Narasimhan is a member of the Board for Housing and Community Development for the State of Virginia and a Senior Industry Fellow at the Joint Center for Housing Studies at Harvard University. Mr. Narasimhan has served several terms on the Mortgage Bankers Association of America, or “MBA,” Board of Directors, was the first chair of the MBA’s Commercial/Multifamily Board of Governors and founded its Multifamily Steering Committee. He was elected as the first chair of the Fannie Mae DUS Advisory Committee. Mr. Narasimhan has previously served on the boards of the Low Income Investment Fund, the Community Preservation and Development Corporation, the National Housing Conference, and the National Multi Housing Council. He is a sought-after speaker on housing finance and affordable housing and is considered a leading expert on rental housing issues in the United States. Mr. Narasimhan also previously served as a member of the President’s Advisory Commission on Asian Americans and Pacific Islanders. Mr. Narasimhan has received numerous awards and recognitions in the real estate industry, including the MBA’s highest honor in 1999 and the Fannie Mae Lifetime Achievement Award in 2003. In 2010, he was the recipient of the Dean H.J. Zoffer Distinguished Service Medal from the University of Pittsburgh. He has earned the designation of Certified Mortgage Banker. Mr. Narasimhan holds a B.S. in Chemical Engineering from the Indian Institute of Technology, New Delhi, India and an M.B.A. from the Katz Graduate School of Business at the University of Pittsburgh.

James H. Watters serves as one of our Independent Directors, as chairman of the Nominating and Corporate Governance Committee, and as a member of the Audit Committee, and has served on our board of directors since its inception. Since 1997, Mr. Watters has served as Senior Vice President and Treasurer, Finance and Administration of Rochester Institute of Technology, or “RIT,” where he is responsible for the direct investment of $200 million of working capital, the administration of the investment process for $740 million of endowment assets, which includes overseeing approval for ten real estate funds, and the management and issuance of $300 million of public debt. Mr. Watters serves in the senior leadership role to over 750 full-time staff charged with responsibility for the financial, physical, human capital, and information assets of RIT. Mr. Watters is also vice chairman of RIT’s global subsidiary where he negotiates business models and real estate transactions for RIT’s global campuses. He has instructed various graduate business courses during his tenure in the RIT College of Applied Sciences and the E. Philip Saunders College of Business. He serves on various profit and not-for-profit boards throughout Rochester, New York, including Broadtree Residential, Inc. Prior to joining RIT, Mr. Watters spent 16 years with the University of Pittsburgh in positions such as Assistant Vice Chancellor for Finance and Business and Assistant Vice Chancellor for Real Estate and Management. Mr. Watters began his career in higher education administration assisting in the management of offshore insurance captives for the University of Pittsburgh. Mr. Watters holds a B.S., M.S., and Ph.D. from the University of Pittsburgh.

Index to Financial Statements

David M. Jacobstein serves as one of our Independent Directors and as a member of the Audit Committee and the Nominating and Corporate Governance Committee and has served on our board of directors since May 2013. Mr. Jacobstein has more than 30 years of real estate experience and since July 2009 has provided consulting services to real estate related businesses. Mr. Jacobstein was the senior advisor to the real estate industry group at Deloitte LLP, or “Deloitte,” from June 2007 to June 2009, where he advised Deloitte’s real estate practitioners on strategy, maintained and developed key client relationships, and shaped thought leadership that addressed key industry and market trends. From 1999 to 2007, he was President and Chief Operating Officer of Developers Diversified Realty Corporation, now known as DDR Corp. (NYSE: DDR), or “DDR,” a leading owner, developer, and manager of market-dominant community shopping centers. Mr. Jacobstein also served on DDR’s board of directors from 2000 to 2004. Prior to joining DDR, he served as Vice Chairman and Chief Operating Officer of Wilmorite, Inc., a Rochester, New York, based developer of regional shopping malls. Since August 2009, Mr. Jacobstein has served on the board of trustees of Corporate Office Properties Trust (NYSE: OFC), a publicly-traded owner, developer, and manager of office and data center properties primarily in locations that support United States Government agencies and their contractors. Mr. Jacobstein also serves on the advisory board of The Pike Company, a general contractor and construction management company based in Rochester, New York. He previously served on the advisory board of the Marcus & Millichap Company, a diversified real estate holding company based in Palo Alto, California, and on the advisory board of White Oak Partners, Inc., a private equity firm concentrating in real estate investment based in Columbus, Ohio. Mr. Jacobstein began his career as a corporate and securities lawyer. He is a member of the National Association of Corporate Directors and the International Council of Shopping Centers. Mr. Jacobstein holds a B.A. from Colgate University and a J.D. from The George Washington University Law Center.

Laurie A. Hawkes serves as one of our Independent Directors and as member of the Nominating and Corporate Governance Committee and has served on our board of directors since May 2016. Ms. Hawkes co-founded and served as the President and Chief Operating Officer and as a member of the board of directors of American Residential Properties, Inc., or “ARP,” until February 2016 when ARP merged with American Homes 4 Rent. Ms. Hawkes held the positions of President and Director since ARP’s formation from May 2012 to February 2016 and the position of Chief Operating Officer from March 2013 to February 2016. Ms. Hawkes co-founded American Residential Properties, LLC, ARP Phoenix Fund I, and American Residential Management, Inc. From 1995 to 2007, Ms. Hawkes worked at U.S. Realty Advisors, a $3 billion real estate private equity firm, becoming a Partner in 1997 and serving as President of the firm from 2003 to 2007. In the fifteen years prior to joining U.S. Realty Advisors, Ms. Hawkes was a Wall Street investment banker specializing in real estate and mortgage finance. From 1993 to 1995, Ms. Hawkes was a Managing Director in the Real Estate Investment Banking Division at CS First Boston Corp., and, from 1979 to 1993, was a Director in the Real Estate Investment and Mortgage Banking Departments at Salomon Brothers Inc. Throughout her career, she structured and negotiated more than $18 billion in real estate acquisitions and securitized mortgage debt transactions for all property types utilizing many types of financing, including private equity, capital markets, financial institutions, and institutional investors. Ms. Hawkes is a former principal of the National Association of Securities Dealers, former member of the Urban Land Institute, and trustee Emerita for Bowdoin College where she served on the governing boards for 22 years. Ms. Hawkes also serves on the board of directors of Broadtree Residential, Inc. and eXp World Holdings, Inc. She holds a B.A. from Bowdoin College and an M.B.A. from Cornell University.

Thomas P. Lydon, Jr. serves as one of our Independent Directors and as a member of our Audit Committee and has served on our board of directors since May 2016. Since 2003, Mr. Lydon has been President of The City Investment Fund, L.P., a real estate opportunity fund that purchased and sold real estate in New York City. Since 2015, Mr. Lydon has served as an advisory board director of Madison Marquette Real Estate Services, a private real estate investment management and operating company. Prior to joining Madison Marquette Real Estate Services, he served as President and Chief Executive Officer of SSR Realty Advisors Inc., a private real estate investment advisory firm. He is a director of Lowe Enterprises Investors, where he serves as a member of the audit and compensation committees, and is a director of Broadtree Residential, Inc., where he serves as a member of the audit committee. From 2011 through its acquisition by an affiliate of Lone Star Funds in 2015, Mr. Lydon served as a director of Home Properties, Inc., where he was a member of the compensation and real

Index to Financial Statements

estate investment committees. He was a member of the National Association of Real Estate Investment Managers from 1998 to 2004 and served as its chair from 2000 to 2002. Mr. Lydon holds a B.B.A. in Real Estate from Syracuse University.

Agha S. Khan serves as one of our directors (as nominee of the Asset Manager) and has served on our board since June 2015. Mr. Khan also currently serves on the Manager’s board of managers. Mr. Khan is a Senior Principal of Stone Point Capital LLC (“Stone Point”), a financial services-focused private equity firm that has raised and managed seven private equity funds – the Trident funds – with aggregate committed capital of more than $18 billion. Stone Point is the managing member of Trident BRE. Mr. Khan joined Stone Point in 2002. Previously, Mr. Khan was an Analyst in the Financial Institutions Group at Salomon Smith Barney. Mr. Khan is a director of Access Point Financial, Inc., The ARC Group, LLC, Broadstone Real Estate, LLC, Broadtree Residential, Inc., Formation Capital, LLC, FC Encore, LP, Henderson Park Holdings Ltd., Harbor Group Consulting Inc., Home Point Capital Inc., Kensington Vanguard National Land Services, LLC, Lancaster Pollard Holdings, LLC, the New Point entities, Omni Holding Company LLC, Prima Capital Advisors, LLC, Situs Group Holdings GP, LLC and Ten-X, LLC. Mr. Khan holds a B.A. from Cornell University.

We operate under the direction of our board of directors. Our board of directors is responsible for the management and control of our affairs. Our board of directors has retained the Manager and the Asset Manager to manage our day-to-day affairs, to implement our investment strategy, and to provide certain property management services for our properties, with both subject to our board of directors’ direction, oversight, and approval.

Our board of directors is currently comprised of nine directors, six of whom are independent directors, as defined by our Articles of Incorporation (“Independent Directors”). Our Articles of Incorporation and bylaws provide that the number of our directors may be established by a majority of our board of directors from time to time, provided that the number of directors constituting the board may never be less than the minimum number required by the MGCL or more than twelve.

Our Articles of Incorporation require that a majority of our directors be Independent Directors. To qualify as an Independent Director under our Articles of Incorporation, a director may not:

Each of our directors is elected by our stockholders and serves for a term of one year and until his or her successor is duly elected and qualifies; provided, however, that pursuant to the subscription agreement executed by each of our stockholders, our stockholders have granted an irrevocable proxy to our Chief Financial Officer or Assistant Secretary to elect two individuals nominated by the Asset Manager for election to our board of directors. Currently, the two directors nominated by the Asset Manager are Ms. Tait and Mr. Khan.

A director may resign at any time. A vacancy created by an increase in the number of directors, the removal of a director or the death, resignation, adjudicated incompetence or other incapacity of a director may be filled only by a vote of a majority of the remaining directors. Any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred. Notwithstanding the foregoing, the Independent Directors will nominate replacements for vacancies among the Independent Directors’ positions.

Index to Financial Statements

Our board of directors may establish committees it deems appropriate to address specific areas in more depth than may be possible at a full meeting of our board of directors. Our board of directors has established an Independent Directors Committee, an Audit Committee (as defined below) and a Nominating and Governance Committee (as defined below). Our board of directors has not formed a compensation committee as we have no employees.

Our board of directors has established an Independent Directors Committee. The Independent Directors Committee will meet on a regular basis, at least quarterly and more frequently as the chair of the Independent Directors Committee deems necessary. The Independent Directors Committee must at all times be comprised of at least two members, and each member of the Independent Directors Committee must be an Independent Director. The Independent Directors Committee is currently comprised of six directors, Messrs. Rosenberger, Narasimhan, Watters, Jacobstein, and Lydon and Ms. Hawkes, with Mr. Rosenberger serving as the chairman of the Independent Directors Committee and as our lead Independent Director. Each member of the Independent Directors Committee is appointed by our board of directors and may be removed at any time by our board of directors.

The Independent Directors Committee reviews our relationship with, and the performance of, the Manager and the Asset Manager, and generally approves the terms of any transactions between our company and our affiliates. The Independent Directors Committee’s duties include, without limitation:

Index to Financial Statements

The Independent Directors Committee may additionally exercise any other powers and carry out any other responsibilities delegated to it by our board of directors from time to time, consistent with our Articles of Incorporation and bylaws. The Independent Directors Committee carries out and exercises its delegated powers and responsibilities as it deems appropriate and without the requirement of approval of our board of directors, and any decisions of the Independent Directors Committee are made at the sole discretion of the Independent Directors Committee, except as otherwise required by applicable law or our Articles of Incorporation or bylaws. The Independent Directors Committee operates pursuant to a written charter.

Our board of directors has established an audit committee (“Audit Committee”). The Audit Committee meets on a regular basis, at least quarterly and more frequently as the chair of the Audit Committee deems necessary. The Audit Committee must at all times be comprised of at least two members, and each member of the Audit Committee must be an Independent Director. The Audit Committee is currently comprised of four directors, Messrs. Rosenberger, Watters, Jacobstein, and Lydon, each of whom is an Independent Director. Mr. Rosenberger serves as the chairman of the Audit Committee. The purpose of the Audit Committee is to assist our board of directors in fulfilling its duties and responsibilities regarding, in addition to other related matters:

The Audit Committee may additionally exercise any other powers and carry out any other responsibilities delegated to it by our board of directors or the Independent Directors Committee from time to time, consistent with our Articles of Incorporation and bylaws. The Audit Committee carries out and exercises its delegated powers and responsibilities as it deems appropriate and without the requirement of approval of our board of directors and any decisions of the Audit Committee are made at the sole discretion of the Audit Committee, except as otherwise required by applicable law or the Articles of Incorporation or bylaws. The Audit Committee operates pursuant to a written charter.

Our board of directors has established a nominating and governance committee of our board of directors (“Nominating and Governance Committee”). The Nominating and Governance Committee must at all times be comprised of at least two members, and each member of the Nominating and Governance Committee must be an Independent Director. The Nominating and Governance Committee is currently comprised of four directors, Messrs. Watters, Jacobstein, and Narasimhan and Ms. Hawkes, each of whom is an Independent Director. Mr. Watters serves as the chairman of the Nominating and Governance Committee.

The purpose of the Nominating and Governance Committee is to assist our board of directors in fulfilling its duties and responsibilities regarding, in addition to other related matters:

Index to Financial Statements

The Nominating and Governance Committee may additionally exercise any other powers and carry out any other responsibilities delegated to it by our board of directors. The Nominating and Governance Committee will exercise any powers and responsibilities delegated to it by our board of directors in the best interest of our company and its stockholders and consistent with the provisions of our Articles of Incorporation and bylaws. The Nominating and Governance Committee operates pursuant to a written charter.

For information relating to the compensation of our board of directors, see Item 6. “Executive Compensation – Compensation of our Directors” of this Form 10.

Index to Financial Statements

We do not currently have any employees nor do we currently intend to hire any employees who will be compensated directly by us. Our executive officers are not our employees and do not receive compensation from us for services rendered to us as our executive officers. As a result, we do not have nor has our board of directors considered a compensation policy for our executive officers.

Each of our executive officers, including each executive officer who serves as a director, is an officer or employee of our Manager or its affiliates and receives compensation for his or her services, including services performed on our behalf, from such entities. See Item 7. “Certain Relationships and Related Transactions and Director Independence” of this Form 10 for a discussion of fees paid to the Manager and the Asset Manager.

We have adopted a director compensation and stock ownership policy which sets forth the compensation we pay to our Independent Directors. Effective as of 2017, we pay our Independent Directors or their nominees for their service as our directors an annual retainer of $55,000, payable in arrears in equal quarterly installments. We also pay each Independent Director a fee of $1,000 for each meeting of our board of directors (or committees of our board of directors) attended, provided that an Independent Director will not receive separate meeting fees for attending committee meetings held on the same day that the Independent Director received a fee for attending a meeting of our board of directors. In addition, we pay the chairperson of each of our Independent Directors Committee (our Lead Independent Director), Audit Committee, and Nominating and Corporate Governance Committee an annual stipend of $5,000. The Independent Director serving as board observer on the board of managers of the Manager also receives an annual stipend of $5,000, and a fee of $1,000 for each meeting of the board of managers of the Manager attended. We also reimburse our Independent Directors for reasonable travel and other expenses incurred in connection with attending meetings of our board of directors and committees of our board of directors and otherwise performing their duties as directors.

The annual stipends and meeting attendance fees payable to our Independent Directors described above are paid in the form of shares of our common stock with a value equal to the amount of such fees and stipends, provided that an Independent Director may elect to receive up to 30% of such compensation in the form of cash. In order for an Independent Director to elect to receive such compensation in the form of a mixture of shares of our common stock and cash, the Independent Director must maintain the minimum stock retention limit established by our board of directors from time to time.

Index to Financial Statements

The table below sets forth certain information regarding the compensation earned by or paid to our directors during the fiscal year ended December 31, 2016. For the 2016 calendar year, we paid each of our Independent Directors an annual retainer of $40,000 payable in arrears in equal quarterly installments, an annual stipend of $5,000 to the Independent Director serving as chair of each committee of our board of directors and to the Independent Director serving as the board observer on the board of managers of the Manager, and a fee of $1,595 to each Independent Director for each board and board committee meeting attended.

The table below sets forth certain information regarding the compensation earned by or paid to our directors during the three months ended March 31, 2017.

Index to Financial Statements

Pursuant to our director compensation and stock ownership policy, each of our Independent Directors is required to acquire and retain ownership of a minimum of $250,000 in shares of our common stock within four years of becoming a member of our board of directors. Shares of our common stock owned indirectly by an Independent Director (e.g., through a spouse) count towards meeting this stock ownership requirement.

We currently do not have a compensation committee of our board of directors because we do not plan to pay any compensation to our officers. There are no interlocks or insider participation as to compensation decisions required to be disclosed pursuant to SEC regulations.

Index to Financial Statements

The following describes certain transactions and relationships involving us, our directors, our Manager and Asset Manager and affiliates thereof. See also Note 3 (Related-Party Transactions) to the consolidated financial statements included in this Form 10.

Amy L. Tait, one of our founders and our Executive Chairman of the Board and Chief Investment Officer, her spouse, and a family limited liability company for the family of the late Norman Leenhouts, one of our founders who recently passed away, collectively own, directly and indirectly, 240,411 shares, or approximately 1.47%, of the issued and outstanding shares of our common stock. See Item 4. “Security Ownership of Certain Beneficial Owners and Management” of this Form 10 for information regarding the shares of our common stock owned, individually and in the aggregate, by our directors and officers.

In June 2015, Trident BRE, an affiliate of Stone Point acquired through an equity investment an approximately 45.6% equity ownership interest in the Manager. As of March 31, 2017, the Manager is owned (i) approximately 45.20% by Trident BRE, (ii) approximately 45.20% by Ms. Tait and an investment entity for the families of Ms. Tait and Mr. Leenhouts, and (iii) approximately 9.59% by employees of the Manager. In June 2015, in connection with Trident BRE’s investment in the Manager, (i) we acquired 100,000 Convertible Preferred BRE Units, valued at $100 per Convertible Preferred BRE Unit ($10,000,000 in the aggregate), in exchange for the issuance to the Manager of 138,889 shares of our common stock, valued at $72.00 per share, and (ii) the Manager purchased 510,416 shares of our common stock, valued at $72.00 per share, for an aggregate purchase price of $36,749,952. As of March 31, 2017, the Manager owned 625,000, or approximately 3.83%, of the issued and outstanding shares of our common stock.

The Convertible Preferred BRE Units we hold are entitled to distributions equal to a cumulative 7.0% annual preferred return, payable prior to distributions that may be paid to the holders of common membership units of the Manager, which preferred return increases annually by 0.25%. The Convertible Preferred BRE Units are convertible, in whole and not in part, into common membership units of the Manager during the period from January 1, 2018 to December 31, 2019. The Convertible Preferred BRE Units are non-voting, provided that the holders of the Convertible Preferred BRE Units have the right to approve, voting as a class, any amendment to the limited liability company agreement of the Manager which would materially and adversely affect the rights of the Convertible Preferred BRE Units or would create a series or type of membership interests senior to or on a parity with the Convertible Preferred BRE Units. Subject to certain limited exceptions, we may not transfer the Convertible Preferred BRE Units without the prior approval of the board of managers of the Manager.

The Asset Manager is a wholly-owned subsidiary of the Manager. Pursuant to the Asset Management Agreement, the Asset Manager manages our day-to-day operations and is responsible for, among other things, our acquisition, disposition and financing activities and providing support to our Independent Directors in connection with their valuation functions and other duties. Pursuant to the subscription agreement executed by each of our stockholders, our stockholders have granted an irrevocable proxy to our Chief Financial Officer or Assistant Secretary to elect two individuals nominated by the Asset Manager for election to our board of directors. Currently, the two directors nominated by the Asset Manager are Ms. Tait and Mr. Khan.

The Asset Management Agreement details the rights, powers and obligations of the Asset Manager and the services to be provided to us by the Asset Manager in managing our day-to-day activities. Pursuant to the Asset

Index to Financial Statements

Management Agreement, the Asset Manager will devote sufficient resources to the performance of its duties. Services provided by the Asset Manager under the terms of the Asset Management Agreement include the following:

Index to Financial Statements

Pursuant to our Investment Policy, the Asset Manager may make any acquisition or sale of any property or group of related properties involving up to $50 million for any single property or portfolio transaction, $50 million per cumulative tenant concentration, or $100 million per cumulative brand concentration, without approval of the Independent Directors Committee, provided that any such properties acquired otherwise meet our Investment Policy and Property Selection Criteria, and any financing related to such acquisitions does not violate our Leverage Policy, as such are established by the Independent Directors Committee from time to time. Any property acquisitions or dispositions which do not satisfy the foregoing criteria require the prior approval of the Independent Directors Committee.

The above description is provided to illustrate the material functions that the Asset Manager performs for us and is not intended to include all of the services that may be provided to us by the Asset Manager, its affiliates or third parties.

Pursuant to the Asset Management Agreement, we pay the Asset Manager asset management fees, acquisition fees, disposition fees and marketing fees, as described below under “– Fees Paid to our Asset Manager.”

The Asset Management Agreement’s current term, as renewed by the Independent Directors Committee, continues until December 31, 2018. Commencing on January 1, 2019, the Asset Management Agreement will automatically renew for successive additional one-year terms, with each such renewal term commencing on January 1st and ending on December 31st of the fiscal year of each renewal term, unless terminated by us or the Asset Manager pursuant to the Asset Management Agreement (as described below).

“Cause” is defined by the Asset Management Agreement as (i) fraud, willful misconduct or breach of fiduciary duty by the Asset Manager, (ii) a material breach of the Asset Management Agreement which remains uncured with 30 days of notice thereof, or (iii) the voluntary or involuntary bankruptcy or insolvency of the Asset Manager. “Change of Control” is defined by the Asset Management Agreement as the failure of (i) Ms. Tait and certain entities affiliated with Ms. Tait and other members of our management and their affiliates, (ii) Trident BRE and its affiliates, and (iii) employees of the Manager to collectively own, directly or indirectly, 50% or more of the outstanding membership interests of the Manager.

In the event that the Asset Management Agreement is terminated (i) by the Independent Directors upon a Change of Control as described above or (ii) by us upon one year’s notice as described above, we will pay the Asset Manager a termination fee equal to three times the asset management fee to which the Asset Manager was entitled during the twelve-month period immediately preceding the date of such termination. In addition, upon

Index to Financial Statements

termination of the Asset Management Agreement, we will pay to the Asset Manager any asset management fees which had been deferred pursuant to the terms of the Asset Management Agreement and any accrued interest thereon. In the event of the termination of the Asset Management Agreement, the Asset Manager is required to cooperate with us and take prompt action in accordance with the Asset Management Agreement to assist in making an orderly transition of the advisory function.

Pursuant to the Asset Management Agreement, we pay the Asset Manager the fees described below.

All of our officers, including Ms. Tait and Mr. Czarnecki, are officers and employees of the Manager. The Manager manages our properties pursuant to the Property Management Agreement and is also the sole member

Index to Financial Statements

of the Asset Manager. The Manager is managed by a four-person board of managers, two of which are appointed by Trident BRE and two of which are appointed by the management of the Manager. Amy L. Tait, our Executive Chairman of the Board and Chief Investment Officer, and Christopher J. Czarnecki, our Chief Executive Officer and a member of our board of directors, are each a member of the Manager’s board of managers. As the holder of the Convertible Preferred BRE Units, we are entitled to appoint an observer to attend meetings of the board of managers of the Manager. The currently appointed observer is Mr. Watters, one of our Independent Directors.

Services provided by the Manager under the terms of the Property Management Agreement include the following:

Pursuant to the Property Management Agreement, we pay the Manager management fees and re-leasing fees, as described below under “– Fees Paid to our Manager.” We do not reimburse the Manager for personnel costs.

The Property Management Agreement’s current term, as renewed by the Independent Directors Committee, continues until December 31, 2018. Commencing on January 1, 2019, the Property Management Agreement will

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automatically renew for successive additional one year terms, with each such renewal term commencing on January 1st and ending on December 31st of the fiscal year of each renewal term, unless terminated by us or the Manager pursuant to the Property Management Agreement (as described below).

“Cause” is defined by the Property Management Agreement as (i) fraud, willful misconduct or breach of fiduciary duty by the Manager, (ii) a material breach of the Property Management Agreement which breach remains uncured with 30 days of notice thereof, or (iii) the voluntary or involuntary bankruptcy or insolvency of the Manager. “Change of Control” is defined by the Property Management Agreement as the failure of (i) Ms. Tait and certain entities affiliated with Ms. Tait and other members of our management and their affiliates, (ii) Trident BRE and its affiliates, and (iii) certain employees of the Manager to collectively own, directly or indirectly, 50% or more of the outstanding membership interests of the Manager.

In the event that the Property Management Agreement is terminated (i) by the Independent Directors upon a Change of Control as described above or (ii) by us upon one year’s notice as described above, we will pay the Manager a termination fee equal to three times the property management fee to which the Manager was entitled during the 12-month period immediately preceding the date of such termination. In the event of the termination of the Property Management Agreement, the Manager is required to cooperate with us and take prompt action in accordance with the Property Management Agreement to assist in making an orderly transition of the property management function.

Pursuant to the Property Management Agreement, we pay the Manager the fees described below.

We are subject to potential conflicts of interest arising out of our relationship with our Manager and Asset Manager and their respective affiliates. These potential conflicts may relate to our compensation arrangements

Index to Financial Statements

with the Manager and Asset Manager and the other terms of our agreements with the Manager and Asset Manager, which were not determined by arm’s-length negotiations, the allocation of investment opportunities between us and the Manager and Asset Manager and their affiliates, and other situations in which our interests may differ from those of our Manager or Asset Manager or their affiliates. The Manager and Asset Manager currently sponsor and provide services to Broadtree Residential, Inc., a private REIT with approximately $125 million in investments in a diversified pool of income-producing residential U.S. real estate. As of March 31, 2017, the Manager employed approximately 28 individuals fully-dedicated to Broadstone Net Lease, Inc., and approximately 36 individuals who dedicate time to both Broadstone Net Lease, Inc., and Broadtree Residential, Inc. The Manager and Asset Manager may sponsor and provide services to additional entities in the future. We have adopted the policies and procedures set forth below to help address certain of these potential conflicts of interest.

Pursuant to the Asset Management Agreement, in the event that our Asset Manager or one of its affiliates (including the Manager) wishes to invest in, or recommend to others for investment, a real estate investment opportunity (i) which is within our then-current Investment Policies and Property Selection Criteria and (ii) with respect to which we have adequate funds, the Asset Manager is required to first offer the investment opportunity to us. In addition, if the Asset Manager or any of its affiliates (including the Manager) is presented with a potential investment opportunity that would be suitable for another investment program which the Asset Manager or its affiliates advises or manages, the investment opportunity will first be offered to us, provided that we have adequate funds available for the investment. The foregoing obligations of the Asset Manager will terminate if we terminate the Asset Management Agreement.

In order to reduce or eliminate certain potential conflicts of interest in our operations, the Articles of Incorporation require that a majority of our directors be Independent Directors. In addition, the Articles of Incorporation require that so long as we are externally advised by the Asset Manager, our board of directors will maintain an Independent Directors Committee comprised entirely of our Independent Directors.

The Independent Directors Committee may act on any matter (i) with respect to which it is determined that the exercise of independent judgment by our directors which are not Independent Directors or the Asset Manager or its affiliates could reasonably be compromised, (ii) with respect to which the Articles of Incorporation require the action of the Independent Directors Committee or (iii) which is set forth in the written charter of the Independent Directors Committee. The Independent Directors Committee, however, may not take any action which, under Maryland law, must be taken by our entire board of directors or which is otherwise not within their authority. The Independent Directors Committee is authorized to retain their own legal and financial advisors. Among the matters we expect the Independent Directors Committee to act upon include:

For information relating to our Independent Directors, see Item 5. “Directors and Executive Officers – Our Board of Directors” of this Form 10.

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We are subject to various legal proceedings and claims that arise in the ordinary course of our business. These matters are generally covered by insurance or are subject to our right to be indemnified by our tenants that we include in our leases. Management is not aware of any material pending legal proceedings to which we or any of our subsidiaries are a party or to which any of our property is subject, nor are we aware of any such legal proceedings contemplated by government agencies.

Index to Financial Statements

There is no established public trading market for our shares of common stock and we do not expect a public trading market to develop. There are no issued or outstanding options or warrants to purchase our common stock. Each outstanding membership unit of the Operating Company is convertible into one share of our common stock, subject to certain conditions and limitations. As of March 31, 2017, there were 16,308,185 shares of our common stock issued and outstanding and 1,426,909 noncontrolling membership units in the Operating Company issued and outstanding. We have not agreed to register for sale under the Securities Act any shares of our common stock. No shares of our common stock have been or are currently expected to be publicly offered by us.

Distributions are paid when and as declared by our board of directors. We commenced paying quarterly distributions in May 2008. We commenced paying monthly distributions in June 2014. Distribution payments are expected to be made approximately 15 days after the end of each month to stockholders of record on the record date, which is generally the next-to-the-last business day of the prior month. Subscribers making an investment at an end of month closing will begin to accrue dividends in the subsequent month and, if they are stockholders of record at the end of such month, they will receive initial distributions approximately 15 days after the subsequent month is complete.

We intend to make distributions sufficient to satisfy the requirements for qualification as a REIT for tax purposes. Generally, income distributed as dividends will not be taxable to us under the Internal Revenue Code if we distribute at least 90% of our REIT taxable income. Dividends will be declared at the discretion of our board of directors, but will be guided, in substantial part, by a desire to cause us to comply with the REIT qualification requirements.

At its May 8, 2017 meeting, our board of directors declared monthly distributions of $0.415 per share of our common stock and unit of membership interest in the Operating Company to be paid by us to our stockholders and members of the Operating Company (other than us) of record prior to the end of May, June and July 2017:

Index to Financial Statements

The following table summarizes distributions paid in cash and pursuant to our DRIP for the years ended December 31, 2015 and 2016, and for the three months ended March 31, 2017 (in thousands).

The following table summarizes our distributions paid during the three months ended March 31, 2017, and for the year ended December 31, 2016, including the source of distributions and a comparison against FFO:

Index to Financial Statements

For the year ended December 31, 2016, we paid approximately $3.1 million in distributions funded through proceeds from the disposition of rental property, included in cash flow from investing activities in the consolidated statements of cash flows elsewhere in this Form 10. For the three months ended March 31, 2017 our cash flow from operating activities was sufficient to fund all of our distributions. Since inception, our distributions in any given period have been less than our FFO. Refer to Item 2. “Financial Information – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Net Income and Non-GAAP Measures (FFO and AFFO),” of this Form 10 for further discussion of our FFO.

We intend to fund future distributions from cash generated by operations; however, we may fund distributions from borrowings, the sale of assets, or proceeds from the sale of our securities.

Index to Financial Statements

In December 2007, we commenced our ongoing private offering of shares of our common stock. The following table provides information regarding the sale of shares of our common stock pursuant to our ongoing private offering during the previous three years ended December 31, 2016, and for the three months ended March 31, 2017 (in thousands, except per share amounts).

Index to Financial Statements

None of the shares of our common stock set forth in the table above were registered under the Securities Act in reliance upon the exemptions from registration under the Securities Act provided by Rule 506(c) under Regulation D promulgated under the Securities Act and Section 4(a)(2) of the Securities Act. All of the shares of our common stock set forth in the table above were sold to persons who represented to us in writing that they qualified as an “accredited investor,” as such term is defined by Regulation D promulgated under the Securities Act, and provided us with additional documentation to assist us in verifying such person’s status as accredited investors.

In connection with property acquisitions that are structured as UPREIT transactions, the owner of a property will transfer its interest in the property to the Operating Company in exchange for membership units in the Operating Company. The table provided below includes information regarding the issuance of membership units in the Operating Company pursuant to UPREIT transactions during the previous three years ended December 31, 2016 (in thousands, except per membership unit amounts). There were no membership unit issuances during the three months ended March 31, 2017.


Maryland		26-1516177
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


Property Type	% NTM Rent
Retail – quick service restaurants (QSR)		13.1	%
Retail – casual dining		12.6	%
Retail – other		10.5	%

Total Retail		36.2	%

Industrial – manufacturing		13.8	%
Industrial – warehouse/distribution		7.6	%
Industrial – flex		5.7	%
Industrial – other		4.2	%

Total Industrial		31.3	%

Healthcare – clinical		9.8	%
Healthcare – surgical		6.4	%
Healthcare – other		4.3	%

Total Healthcare		20.5	%

Other – corporate office		7.5	%
Other – other		4.5	%

Total Other		12.0	%


Top Tenant Industries
Industry	% NTM Rent
Restaurants		25.7	%
Health Care Facilities		21.0	%
Auto Parts & Equipment		6.1	%
Home Furnishing Retail		4.7	%
Industrial Conglomerates		2.8	%
Multi-line Insurance		2.6	%
Industrial Machinery		2.5	%
Distributors		2.5	%
Specialized Consumer Services		2.5	%
Packaged Foods & Meats		2.4	%
Food Retail		2.1	%
Metal & Glass Containers		2.0	%
Soft Drinks		1.9	%
Managed Health Care		1.9	%
Life Sciences Tools & Services		1.6	%

Top Tenant Industries		82.3	%

Other (21 industries)		17.7	%

Total		100.0	%


Year	Number of Tenants		Number of Properties		Square Footage		NTM Rent		Percentage of NTM Rent
2017		—		—		—	$	—		—	%
2018		1		1		2		125		<0.1	%
2019		1		1		2		117		<0.1	%
2020		3		4		116		1,359		0.9	%
2021		2		4		9		573		0.4	%
2022		3		3		87		2,361		1.6	%
2023		9		13		724		6,718		4.4	%
2024		15		18		1,920		15,829		10.4	%
2025		2		8		28		1,027		0.7	%
2026		16		25		616		9,820		6.5	%
2027		15		28		902		10,434		6.9	%
2028		13		24		1,154		11,476		7.5	%
2029		11		47		2,398		13,765		9.0	%
2030 and thereafter		63		250		5,433		78,556		51.6	%


		Page
Cautionary Note Regarding Forward-Looking Statements			ii

Item 1.	Business		1

Item 1A.	Risk Factors.		18

Item 2.	Financial Information		37

Item 3.	Properties.		66

Item 4.	Security Ownership of Certain Beneficial Owners and Management.		67

Item 5.	Directors and Executive Officers.		69

Item 6.	Executive Compensation.		78

Item 7.	Certain Relationships and Related Transactions and Director Independence.		81

Item 8.	Legal Proceedings.		88

Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.		89

Item 10.	Recent Sales of Unregistered Securities.		92

Item 11.	Description of Registrant’s Securities to Be Registered.		95

Item 12.	Indemnification of Directors and Officers.		106

Item 13.	Financial Statements and Supplementary Data.		108

Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.		109

Item 15.	Financial Statements and Exhibits.		110


Tenant	Property Type		% NTM Rent			Properties
Red Lobster Hospitality LLC & Red Lobster Restaurants LLC		Retail		4.7	%		25
Art Van Furniture, LLC		Retail		4.3	%		9
Jack’s Family Restaurants LP		Retail		3.8	%		36
Outback Steakhouse of Florida, LLC⁽¹⁾		Retail		3.5	%		24
Big Tex Trailer Manufacturing Inc.		Industrial/Retail		3.0	%		17
Siemens Medical Solutions USA, Inc. & Siemens Corporation		Industrial		2.8	%		2
Nationwide Mutual Insurance Company		Other		2.6	%		2
Arkansas Surgical Hospital LLC		Healthcare		2.6	%		1
BEF Foods Inc.		Industrial		2.4	%		2
Centene Management Company, LLC		Other		1.9	%		1

Total				31.6	%		119

All Other				68.4	%		307


Brand	Property Type		% NTM Rent			Properties
Red Lobster		Retail		4.7	%		25
Art Van Furniture		Retail		4.3	%		9
Jack’s Family Restaurants		Retail		3.8	%		36
Taco Bell		Retail		3.4	%		41
Wendy’s		Retail		3.2	%		35
Outback Steakhouse		Retail		3.0	%		22
Big Tex Trailers		Industrial/Retail		3.0	%		17
Siemens		Industrial		2.8	%		2
Applebee’s		Retail		2.8	%		21
Nationwide Mutual		Other		2.6	%		2

Total				33.6	%		210

All Other				66.4	%		216


Asset Category	Target			Range
Retail		30	%		20-45	%
Healthcare		30	%		20-45	%
Industrial		30	%		20-45	%
Other		10	%		0-15	%


Period Ended	NAV as of	Determined Share Value		NAV per share
Current	March 31, 2017	$	80.00	$	79.90
March 31, 2017	December 31, 2016		79.00		79.28
December 31, 2016	September 30, 2016		77.00		77.40
December 31, 2015	September 30, 2015	$	74.00	$	74.38


NAV as of:	March 31, 2017			December 31, 2016			September 30, 2016			September 30, 2015
Investment in rental property	$	2,257,485		$	2,166,888		$	2,058,372		$	1,323,925
Debt		(872,219	)		(872,969	)		(874,102	)		(518,649	)
Other assets and liabilities, net		31,778			20,945			25,640			34,088

NAV	$	1,417,044		$	1,314,864		$	1,209,910		$	839,364

Number of outstanding shares, including noncontrolling interests		17,735			16,586			15,631			11,284
NAV per share		79.90			79.28			77.40			74.38


Market capitalization rates, as of:	Retail			Industrial			Healthcare			Other			Portfolio Total
March 31, 2017		6.36	%		6.98	%		6.88	%		7.11	%		6.74	%
December 31, 2016		6.23	%		6.97	%		6.84	%		7.14	%		6.70	%
September 30, 2016		6.21	%		6.86	%		6.73	%		7.09	%		6.61	%
September 30, 2015		6.45	%		7.02	%		6.83	%		7.11	%		6.85	%


Dividend Per Share/Unit	Record Date	Payment Date (on or before)
$0.415	May 30, 2017	June 15, 2017
$0.415	June 29, 2017	July 14, 2017
$0.415	July 28, 2017	August 15, 2017


Period	Shares Redeemed		Average Determined Share Value⁽¹⁾		Average Redemption Price		Redemption Amount		Discount on Redemption⁽²⁾
Q1 2016		8,041	$	74.00	$	72.20	$	580,577		2.4	%
Q2 2016		34,019		74.00		72.86		2,478,621		1.5	%
Q3 2016		45,259		77.00		75.73		3,427,705		1.6	%
Q4 2016		21,934		77.00		76.01		1,667,162		1.3	%
2016		109,253	$	75.85	$	74.63	$	8,154,065		1.6	%
Q1 2017		17,861	$	79.00	$	77.24	$	1,379,570		2.2	%


	As of March 31,		As of December 31,
(In thousands)	2017		2016		2015		2014		2013		2012
Balance Sheet Data
Investment in rental property, net	$	1,743,087	$	1,684,971	$	1,283,155	$	826,003	$	643,405	$	488,744
Total assets		2,047,326		1,952,054		1,463,907		899,132		700,458		529,031
Mortgage and notes payable, net		91,326		106,686		99,462		106,416		102,162		105,165
Unsecured term notes, net and revolver		778,171		759,891		562,103		360,848		261,607		182,688
Total liabilities		954,943		953,517		715,962		504,951		382,351		310,054
Total Broadstone Net Lease, Inc. stockholders’ equity		1,006,208		911,788		670,163		366,059		289,706		198,579
Total equity	$	1,092,383	$	998,537	$	747,945	$	394,181	$	318,107	$	218,977


	For the Three Months Ended March 31,						For the Years Ended December 31,
(In thousands, except per share amounts)	2017			2016			2016			2015			2014			2013			2012
Operating Data
Total revenues	$	42,185		$	31,587		$	142,869		$	98,086		$	68,152		$	52,277		$	31,677
Total operating expenses		21,544			16,115			(79,231	)		(55,703	)		(36,148	)		(26,713	)		(20,069	)
Interest expense		(7,942	)		(10,711	)		(29,963	)		(22,605	)		(18,058	)		(13,665	)		(10,279	)
Net income	$	13,747		$	5,701		$	40,268		$	20,890		$	17,163		$	17,617		$	2,500
Net Earnings per common share, basic and diluted	$	0.81		$	0.43		$	2.76		$	2.15		$	2.59		$	3.37		$	0.73

Other Data
Net cash provided by operating activities	$	23,986		$	13,067		$	67,189		$	38,616		$	32,773		$	25,453		$	8,695
Net cash used in investing activities		(93,047	)		(50,184	)		(471,954	)		(480,469	)		(198,575	)		(151,292	)		(222,947	)
Net cash provided by financing activities		80,230			47,280			399,350			464,775			156,899			125,891			212,948
Distributions declared		21,267			21,289			76,955			45,271			34,574			20,343			12,131
Distributions declared per diluted share		1.25			1.61			5.27			4.65			5.21			3.89			3.52
FFO⁽¹⁾		27,537			14,844			80,664			50,990			34,633			27,205			10,965
FFO per share, basic and diluted		1.62			1.12			5.53			5.24			5.22			5.20			3.19
AFFO⁽¹⁾		24,082			17,288			78,780			52,273			33,956			26,592			14,687
AFFO per share, basic and diluted	$	1.42		$	1.31		$	5.40		$	5.37		$	5.12		$	5.09		$	4.27


Level	Ratio of Total Outstanding Indebtedness to Total Market Value	Applicable Margin for LIBOR Loans
1	Less than 0.45 to 1.00		1.75	%
2	Greater than or equal to 0.45 to 1.00 but less than 0.50 to 1.00		1.95	%
3	Greater than or equal to 0.50 to 1.00 but less than 0.55 to 1.00		2.20	%
4	Greater than or equal to 0.55 to 1.00		2.50	%


Covenants	Required	Actual (as of March 31, 2017)	Actual (as of December 31, 2016)
Leverage Ratio⁽¹⁾	£ 0.60 to 1.00	0.40	0.42
Secured Indebtedness Ratio⁽²⁾	£ 0.40 to 1.00	0.04	0.05
Recourse Secured Indebtedness Ratio⁽³⁾	£ 0.10 to 1.00	<0.01	< 0.01
Adjusted EBITDA to Interest Expense⁽⁴⁾	³ 1.85 to 1.00	3.97	3.67
Adjusted EBITDA to Fixed Charges⁽⁵⁾	³ 1.50 to 1.00	3.58	3.32
Tangible Net Worth⁽⁶⁾	³ $300 million plus 85% of net proceeds from equity issuances ($954.1 million at 3/31/17 and $876.8 million at 12/31/16)	$1.17 billion	$1.06 billion
Total Unsecured Indebtedness to Total Unencumbered Eligible Property Value⁽⁷⁾	£ 0.60 to 1.00	0.43	0.45
Permitted Investments	1) Aggregate value of listed investments must not exceed 15% of Total Market Value, and 2) individual investments must each not exceed 10%	1) 0.8% 2) 0.5%	1) 0.8% 2) 0.5%
Dividends and Other Restricted Payments	Only Applicable in case of default	Not Applicable	Not Applicable
Total Unencumbered Eligible Property Value	³ $300 million	$1.8 billion	$1.7 billion
Eligible Properties	³ 100 eligible properties	410	398


Loan Tranche	LIBOR Margin
Revolver		0.825% - 1.55%
5.5-Year Term Loan		0.9% - 1.75%
7-Year Term Loan		1.5% - 2.45%


	Three Months Ended March 31,						Year Ended December 31,
(In thousands)	2017			2016			2016			2015			2014
Net cash provided by operating activities	$	23,986		$	13,067		$	67,189		$	38,616		$	32,773
Net cash used in investing activities		(93,047	)		(50,184	)		(471,954	)		(480,469	)		(198,575	)
Net cash provided by financing activities		80,230			47,280			399,350			464,775			156,899

Increase (decrease) in cash and cash equivalents	$	11,169		$	10,163		$	(5,415	)	$	22,922		$	(8,903	)


Year of Maturity	Term Note 1⁽¹⁾		Term Note 2⁽²⁾		Term Note 3⁽³⁾		Revolver⁽¹⁾		Mortgages		Interest Expense⁽⁴⁾		Tenant Improvement Allowances⁽⁵⁾		Total
2017	$	100,000	$	—	$	—	$	120,000	$	4,233	$	20,487	$	7,204	$	251,924
2018		—		185,000		—		—		3,632		24,100		—		212,732
2019		—		—		375,000		—		3,888		13,132		—		392,020
2020		—		—		—		—		28,999		10,127		—		39,126
2021		—		—		—		—		13,766		8,526		—		22,292
Thereafter		—		—		—		—		37,569		22,806		—		60,375

Total	$	100,000	$	185,000	$	375,000	$	120,000	$	92,087	$	99,178	$	7,204	$	978,469


	Three Months Ended March 31,				Increase/ (Decrease)
(in thousands)	2017		2016		Increase/ (Decrease)
Revenues:
Rental income from operating leases	$	39,401	$	29,576	$	9,825
Earned income from direct financing leases		1,133		1,123		10
Operating expenses reimbursed from tenants		1,617		823		794
Other income from real estate transactions		34		65		(31	)

Total revenues	$	42,185	$	31,587	$	10,598


	Year Ended December 31,						Increase/ (Decrease)			Increase/ (Decrease)
(In thousands)	2016		2015		2014		2016 vs 2015			2015 vs 2014
Revenues:
Rental income from operating leases	$	133,943	$	89,875	$	61,980	$	44,068		$	27,895
Earned income from direct financing leases		4,544		4,075		3,828		469			247
Operating expenses reimbursed from tenants		4,173		3,538		2,243		635			1,295
Other income from real estate transactions		209		598		101		(389	)		497

Total revenues	$	142,869	$	98,086	$	68,152	$	44,783		$	29,934


	Three months ended March 31,						Year ended December 31,
	2017			2016			2016			2015			2014
Net income	$	13,747		$	5,701		$	40,268		$	20,890		$	17,163
Real property depreciation and amortization		14,593			9,907			46,321			29,387			19,475
(Gain) loss on disposition of property		(803	)		(764	)		(5,925	)		713			(3,639	)
Asset impairment		—			—			—			—			1,634

FFO	$	27,537		$	14,844		$	80,664		$	50,990		$	34,633

Capital improvements / reserves		(48	)		(48	)		(194	)		(195	)		(196	)
Straight line rent adjustment		(4,038	)		(2,729	)		(13,847	)		(7,593	)		(6,062	)
(Gain) cost on debt extinguishment		48			—			133			(1,213	)		422
(Gain) loss on stock transfer		—			—			—			(262	)		—
Amortization of debt issuance costs		424			432			1,817			1,372			914
Amortization of net mortgage premiums		(41	)		(48	)		(191	)		(191	)		(152	)
Interest rate swap ineffectiveness		—			3,542			—			—			—
Amortization of lease intangibles		200			(123	)		(482	)		(582	)		(278	)
Acquisition expenses		—			1,418			10,880			9,947			4,675

AFFO	$	24,082		$	17,288		$	78,780		$	52,273		$	33,956

Diluted WASO⁽¹⁾		17,009			13,196			14,597			9,736			6,637
Distributions to common sharesholders		19,326			19,131			69,403			41,851			31,565
Distributions to noncontrolling interests		1,943			2,158			7,552			3,420			3,009

Total Distributions	$	21,269		$	21,289		$	76,955		$	45,271		$	34,574

Net earnings per share, basic and diluted		0.81			0.43			2.76			2.15			2.59
FFO per diluted share		1.62			1.12			5.53			5.24			5.22
AFFO per diluted share	$	1.42		$	1.31		$	5.40		$	5.37		$	5.12


Counterparty	Maturity Date		Fixed Rate			Variable Rate Index		Notional Amount		Fair Value
Bank of America, N.A.		11/1/2023		2.80	%		LIBOR 1 month		25,000,000		(1,131,892	)
Bank of Montreal		07/01/25		2.32	%		LIBOR 1 month		25,000,000		(309,594	)
Bank of Montreal		1/2/2025		1.91	%		LIBOR 1 month		25,000,000		396,539
Bank of Montreal		01/02/26		1.92	%		LIBOR 1 month		25,000,000		534,585
Bank of Montreal		1/2/2026		2.05	%		LIBOR 1 month		40,000,000		443,226
Bank of Montreal		07/01/24		1.16	%		LIBOR 1 month		40,000,000		2,543,544
Bank of Montreal		12/29/26		2.33	%		LIBOR 1 month		10,000,000		(84,047	)
Capital One, N.A.		01/02/26		2.08	%		LIBOR 1 month		35,000,000		308,109
Capital One, N.A.		12/01/24		1.58	%		LIBOR 1 month		15,000,000		590,681
Capital One, N.A.		07/01/26		1.32	%		LIBOR 1 month		35,000,000		2,689,347
Capital One, N.A.		12/31/21		1.05	%		LIBOR 1 month		15,000,000		579,714
Manufacturers & Traders Trust Co.		4/1/2020		4.91	%		LIBOR 1 month		21,244,386		(2,006,804	)
Manufacturers & Traders Trust Co.		9/1/2017		1.09	%		LIBOR 1 month		25,000,000		(1,929	)
Manufacturers & Traders Trust Co.		9/1/2022		2.83	%		LIBOR 1 month		25,000,000		(970,415	)
Manufacturers & Traders Trust Co.		11/1/2023		2.65	%		LIBOR 1 month		25,000,000		(949,377	)
Regions Bank		3/29/2019		1.91	%		LIBOR 3 month		25,000,000		(159,900	)
Regions Bank		3/31/2022		2.43	%		LIBOR 3 month		25,000,000		(496,936	)
Regions Bank		5/1/2020		2.12	%		LIBOR 1 month		50,000,000		(680,577	)
Regions Bank		3/1/2018		1.77	%		LIBOR 1 month		25,000,000		(126,635	)
Regions Bank		12/31/23		1.18	%		LIBOR 1 month		25,000,000		1,422,216
SunTrust Bank		4/1/2025		2.20	%		LIBOR 1 month		25,000,000		(103,449	)
SunTrust Bank		4/1/2024		1.99	%		LIBOR 1 month		25,000,000		147,815
SunTrust Bank		07/01/25		1.99	%		LIBOR 1 month		25,000,000		330,283
SunTrust Bank		01/01/26		1.93	%		LIBOR 1 month		25,000,000		528,628
Wells Fargo Bank, N.A.		2/1/2021		2.39	%		LIBOR 1 month		35,000,000		(807,920	)
Wells Fargo Bank, N.A.		10/1/2024		2.72	%		LIBOR 1 month		15,000,000		(642,540	)


	Common Stock Beneficially Owned⁽¹⁾
Name of Beneficial Owner	Number of Shares of Common Stock		Percentage of Class
Broadstone Real Estate, LLC⁽²⁾		625,000.000		3.69	%
Amy L. Tait⁽³⁾		240,411.615		1.42	%
Christopher J. Czarnecki⁽⁴⁾		2,166.891		*
Sean T. Cutt⁽⁵⁾		1,267.322		*
Ryan M. Albano		751.000		*
David E. Kasprzak		1,098.161		*
John D. Moragne		75.130		*
Timothy J. Holland		108.000		*
Kevin F. Barry		956.000		*
Christopher J. Brodhead		1,360.271		*
Stephen S. Haupt⁽⁶⁾		1,386.809		*
Geoffrey H. Rosenberger		19,124.723		*
Shekar Narasimhan⁽⁷⁾		11,526.481		*
James H. Watters		14,249.764		*
David M. Jacobstein⁽⁸⁾		3,942.949		*
Laurie A. Hawkes⁽⁹⁾		3,918.803		*
Thomas P. Lydon, Jr.⁽¹⁰⁾		1,962.292		*
Agha S. Khan		3,378.378		*
All directors and executive officers as a group (17 persons)		307,684.589		1.81	%


Name	Age		Position
Amy L. Tait		58	Executive Chairman of the Board and Chief Investment Officer
Christopher J. Czarnecki		36	Chief Executive Officer and Director
Sean T. Cutt		43	President and Chief Operating Officer
Ryan M. Albano		35	Executive Vice President and Chief Financial Officer
David E. Kasprzak		49	Executive Vice President and Chief Business Development Officer
John D. Moragne		35	Executive Vice President, Chief Compliance Officer, General Counsel and Secretary
Timothy J. Holland		49	Executive Vice President and Chief Administrative Officer
Kevin F. Barry		61	Chief Accounting Officer and Treasurer
Christopher J. Brodhead		35	Senior Vice President – Investor Relations
Stephen S. Haupt		60	Senior Vice President – Portfolio Management
Geoffrey H. Rosenberger		63	Lead Independent Director
Shekar Narasimhan		64	Independent Director
James H. Watters		63	Independent Director
David M. Jacobstein		71	Independent Director
Laurie A. Hawkes		62	Independent Director
Thomas P. Lydon, Jr.		68	Independent Director
Agha S. Khan		38	Director


Name	Fees Earned or Paid In Cash		All Other Compensation⁽¹⁾		Total
Amy L. Tait	$	—	$	—	$	—
Geoffrey H. Rosenberger⁽²⁾		—		85,090		85,090
Shekar Narasimhan⁽²⁾		—		59,140		59,140
James H. Watters⁽²⁾		—		89,875		89,875
David M. Jacobstein⁽²⁾		—		73,495		73,495
Laurie A. Hawkes⁽²⁾⁽³⁾		—		32,975		32,975
Thomas P. Lydon, Jr.⁽²⁾⁽³⁾		12,285		28,665		40,950
Mary Beth McCormick⁽²⁾⁽⁴⁾		—		29,355		29,355
Agha S. Khan		—		—		—

TOTALS	$	12,285	$	398,595	$	410,880


Dividend Per Share/Unit	Record Date	Payment Date (on or before)
$0.415	May 30, 2017	June 15, 2017
$0.415	June 29, 2017	July 14, 2017
$0.415	July 28, 2017	August 15, 2017


Month	Year		Cash Distribution – Common Stockholders		Cash Distribution – Membership Units		Distribution Paid Pursuant to DRIP on Common Stock⁽¹⁾		Distribution Paid Pursuant to DRIP on Membership Units⁽¹⁾		Total Amount of Distribution
January		2015	$	1,501	$	186	$	1,164	$	24	$	2,875
February		2015		1,590		192		1,254		25		3,061
March		2015		1,636		192		1,305		25		3,158
April		2015		1,713		192		1,283		25		3,213
May		2015		1,806		193		1,377		25		3,401
June		2015		1,823		193		1,454		25		3,495
July		2015		1,905		315		1,507		25		3,752
August		2015		2,195		315		1,628		25		4,163
September		2015		2,272		315		1,692		26		4,305
October		2015		2,349		315		1,729		25		4,418
November		2015		2,443		315		1,797		25		4,580
December		2015		2,565		439		1,857		100		4,961
January		2016		2,621		439		1,930		100		5,090
February		2016		2,672		442		1,990		96		5,200
March		2016		2,761		487		2,087		98		5,433
April		2016		2,832		487		2,134		98		5,551
May		2016		2,892		487		2,194		98		5,671
June		2016		2,975		487		2,280		98		5,840
July		2016		3,064		487		2,318		98		5,967
August		2016		3,092		487		2,377		98		6,054
September		2016		3,148		487		2,471		98		6,204
October		2016		3,184		487		2,534		98		6,303
November		2016		3,220		487		2,618		98		6,423
December		2016		3,274		487		2,683		98		6,542
January		2017		3,319		488		2,738		98		6,643
February		2017		3,394		488		2,836		98		6,816
March		2017		3,522		493		2,972		99		7,086

TOTAL			$	69,768	$	10,382	$	54,209	$	1,846	$	136,205


	For the three months ended March 31,		For the year ended December 31,
(in thousands)	2017		2016
Distributions:
Paid in cash	$	11,999	$	42,662
Reinvested in shares		8,546		27,616

Total Distributions		20,545		70,278
Source of Distributions:
Cash flow from operating activities		20,545		67,189
Cash flow from investing activities		—		3,089
Total Sources of Distributions		20,545		70,278

FFO		27,537		80,664


Month	Year		Common Shares Sold		Determined Share Value – Common Shares		Total Proceeds – Common Shares Sold		Common Share DRIP		Determined Share Value – DRIP⁽¹⁾		Total Proceeds – Common Share DRIP⁽²⁾		Total Proceeds
January		2014		73	$	65	$	4,731		—	$	—	$	—	$	4,731
February		2014		41		66		2,715		34		64		2,241		4,956
March		2014		63		66		4,155		1		—		—		4,155
April		2014		171		66		11,285		—		—		—		11,285
May		2014		61		67		4,120		37		65		2,439		6,559
June		2014		159		67		10,650		29		64		1,816		12,466
July		2014		122		67		8,149		15		66		971		9,120
August		2014		170		70		11,880		16		66		1,025		12,905
September		2014		120		70		8,375		16		65		1,047		9,422
October		2014		108		70		7,533		16		69		1,076		8,609
November		2014		86		71		6,135		16		69		1,108		7,243
December		2014		180		71		12,814		17		66		1,140		13,954
January		2015		222		71		15,735		17		70		1,188		16,923
February		2015		117		72		8,414		18		70		1,279		9,693
March		2015		453		72		32,558		19		70		1,330		33,888
April		2015		213		72		15,319		19		71		1,309		16,628
May		2015		309		73		22,536		20		71		1,402		23,938
June		2015		998		72		72,224		21		72		1,479		73,703
July		2015		327		73		23,861		21		72		1,532		25,393
August		2015		280		74		20,698		23		72		1,654		22,352
September		2015		380		74		28,031		24		73		1,718		29,748
October		2015		427		74		31,655		24		72		1,754		33,409
November		2015		292		74		21,604		25		73		1,823		23,427
December		2015		259		74		19,044		27		73		1,957		21,001
January		2016		286		74		21,162		28		73		2,030		23,192
February		2016		257		74		19,032		29		72		2,086		21,118
March		2016		268		74		19,713		30		73		2,185		21,898
April		2016		382		74		28,243		31		73		2,232		30,475
May		2016		276		74		20,446		32		73		2,292		22,738
June		2016		213		73		15,637		33		73		2,378		18,015
July		2016		333		74		24,664		33		72		2,416		27,080
August		2016		208		77		16,016		34		72		2,474		18,490
September		2016		302		77		23,173		34		75		2,568		25,741
October		2016		255		77		19,621		35		75		2,631		22,252
November		2016		210		77		16,148		36		75		2,716		18,864
December		2016		404		77		31,032		37		76		2,781		33,813
January		2017		413		77		31,828		38		75		2,836		34,664
February		2017		270		79		21,314		39		75		2,934		24,248
March		2017		368		79		28,946		39		77		3,071		32,017

TOTAL				10,076			$	741,196		963			$	68,917	$	810,113


Month	Year		Membership Units Issued⁽¹⁾		Determined Share Value			Total Proceeds
June		2015		304	$	72		$	21,922
November		2015		489		73			35,662
February		2016		97		74			7,190

TOTAL				890			&n