8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 7, 2019

BROADSTONE NET LEASE, INC.

(Exact name of registrant as specified in its charter)

Maryland	000-55774	26-1516177
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

800 Clinton Square, Rochester, New York	14604
(Address of principal executive offices)	(Zip Code)

(585) 287-6500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒

Item 7.01         Regulation FD Disclosure

On October 7, 2019, Broadstone Net Lease, Inc. (the “Company”) issued a press release announcing its acquisition, disposition, and equity raise activity for the nine months ended September 30, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01, including the information contained in the press release attached as Exhibit 99.1 hereto, is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Reference to the Company’s website in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K does not incorporate by reference the information on such website into this Current Report on Form 8-K and the Company disclaims any such incorporation by reference.

Item 9.01        Financial Statements and Exhibits

(d)  Exhibits 

INDEX TO EXHIBITS

Exhibit No. Description

99.1 Press Release dated October 7, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BROADSTONE NET LEASE, INC.

/s/ John D. Moragne

Name: John D. Moragne

Title: Executive Vice President, Chief Operating Officer, and Secretary

Date: October 7, 2019

EX-99.1

For Immediate Release:Exhibit 99.1

October 7, 2019

Media Contact: Martha MacPherson Director, Marketing martha.macpherson@broadstone.com 585.413.5524  

Broadstone Net Lease, Inc. Announces Record Year-to-Date Activity

Approximately $1.1 Billion of Acquisitions and Dispositions Activity

Approximately $307.9 Million of Equity Investment

ROCHESTER, N.Y. -- Broadstone Net Lease, Inc. (“BNL,” “we,” “our,” or “us”) has announced record acquisition, disposition, and equity raise activity during 2019. Through September 30, 2019, BNL has:

– closed 16 real estate acquisitions totaling approximately $994 million, excluding capitalized acquisition expenses, adding 66 new properties at a weighted average initial cash capitalization rate of approximately 6.6% and with a weighted average remaining lease term of approximately 12 years at the time of acquisition;

– sold 25 properties at a weighted average capitalization rate of approximately 7%, realizing approximately $94.8 million in gross proceeds, as part of our continuing efforts to actively manage our leverage profile and overall liquidity position, consistent with our growth priorities and commitment to maintaining our investment grade credit rating; and

– raised approximately $307.9 million in new equity investments, including approximately $157 million during the third quarter, through a combination of new and additional cash investments as well as reinvestments through the company’s distribution reinvestment plan.

At September 30, 2019, BNL owns 662 properties in 42 states and British Columbia, Canada, with a total investment in rental property of approximately $4.4 billion. The company’s year-to-date acquisition and disposition volume each represent record totals for BNL in a calendar year, with our equity raise activity on track to set its own record by year-end. In addition, 2019 also includes the largest transaction in BNL’s history – the transformative acquisition of a portfolio of 23 industrial and office/flex assets for an aggregate purchase price of approximately $735.7 million during the third quarter.

“2019 has become a record-setting year in Broadstone Net Lease’s history as we have continued to grow our nationwide portfolio of freestanding, single-tenant, net-leased commercial properties,” said Chris Czarnecki, BNL’s Chief Executive Officer. “We are very excited about the high-quality nature of our acquisitions, while also continuing our efforts to actively manage our leverage profile and overall liquidity position, and the continued support we have received from our investors, as evidenced by the record pace of our equity raise activity so far this year. We look forward to announcing our complete third quarter and year-to-date 2019 activity in our upcoming earnings release and discussing on our conference call scheduled for November 11^th.”

Earnings Release and Conference Call Information

BNL also announced it will release its financial results for the third quarter on Monday, November 11, 2019, and will hold a conference call on that day at 10:00 a.m. ET to discuss the financial results and provide a company update. The conference call will be hosted by Chris Czarnecki, Chief Executive Officer, and Ryan Albano, Chief Financial Officer. To access the live webcast, please visit: https://services.choruscall.com/links/bnl191111.html. If you prefer to listen via phone, please dial: 1-888-349-0109 and request to join the Broadstone Net Lease, Inc. call.

About Broadstone Net Lease

BNL invests in freestanding, single-tenant, net-leased commercial properties located throughout the United States, primarily via sale and leaseback, lease assumption, and UPREIT transactions. UPREIT transactions (where “UPREIT” means “umbrella partnership real estate investment trust”) provide a tax deferred exit strategy for owners of real estate who might otherwise recognize a significant taxable gain in a cash sale of a highly appreciated property with a low tax cost basis.

There are currently more than 3,350 stockholders in BNL, which is externally managed by Broadstone Real Estate, LLC. BNL remains open for new investment by accredited investors on a monthly basis, with a minimum direct investment of $500,000. Shares are offered directly by BNL via private placement. For additional information about BNL, please visit its corporate website at http://investors.bnl.broadstone.com/.

Forward Looking Statements

Thispressreleasecontains“forward-looking”statementswithinthemeaningofSection27AoftheSecuritiesActof1933,asamended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies, and prospects, both business and financial. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “intend,” “anticipate,” “estimate,” “would be,” “believe,” “continue,” or other similar words. Forward-looking statements involve known and unknown risks, which may cause our actual future results to differ materially from expected results, including risks related to general economic conditions, local real estate conditions, tenant financial health, property acquisitions and the timing of these acquisitions, and the availability of capital to finance planned growth, among others, as described in our filings with the Securities and Exchange Commission. Consequently, forward-lookingstatementsshouldberegardedsolelyasreflectionsofourcurrentoperatingplansandestimatesasofthedatesindicated.Actual operatingresultsmaydiffermateriallyfromwhatisexpressedorforecastinthispressrelease.Weundertakenoobligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements weremade.