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): September 14, 2020
BROADSTONE NET LEASE, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
001-39529 |
26-1516177 |
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(State or other jurisdiction of |
(Commission File Number) |
(I.R.S. Employer |
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800 Clinton Square, Rochester, New York |
14604 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, $0.00025 par value |
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BNL |
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New York Stock Exchange |
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Class A Common Stock, $0.00025 par value 1 |
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BNL |
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New York Stock Exchange |
1 Each share of Class A Common Stock will automatically convert to one share of Common Stock on March 20, 2021, the date that is 180 days after the completion of the initial public offering of the Class A Common Stock.
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 5.03 Amendments to Articles of Incorporation
Increase in Authorized Shares and Classification of Class A Common Stock
On September 14, 2020, the Company filed Articles of Amendment with the State Department of Assessments and Taxation of Maryland to increase the number of authorized shares from 100,000,000 to 520,000,000 (the “Share Increase”). Also on September 14, 2020, the Company filed Articles Supplementary (the “September 14th Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland to reclassify (the “Reclassification”) 60,000,000 authorized but unissued shares of common stock (the “Common Shares”) as shares of the Company’s class A common stock (the “Class A Common Shares”) and to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the Class A Common Shares. Pursuant to the Share Increase and Reclassification, the Company has the authority to issue 520,000,000 shares, of which 440,000,000 shares are designated as Common Shares, 60,000,000 shares are designated as Class A Common Shares, and 20,000,000 are designated as preferred shares. The Share Increase and Reclassification, each of which were approved by the Board of Directors of the Company (the “Board”) on August 4, 2020, became effective at 5:01 p.m. Eastern Time on September 16, 2020.
Upon closing of the Company’s previously announced initial public offering, the Company will issue 33,500,000 Class A Common Shares, which, by its terms, will automatically convert into Common Shares 180 days after completion of the initial public offering and listing of the Class A Common Shares on the New York Stock Exchange.
The foregoing description of the Share Increase and Reclassification do not purport to be complete and are qualified in their entirety by reference to the Articles of Amendment attached as Exhibit 3.1 hereto and the Articles Supplementary attached as Exhibit 3.2 hereto, respectively, and incorporated herein by reference.
Four-for-One Stock Split and Corresponding Decrease in Par Value of Common Shares
On September 18, 2020, the Company filed Articles of Amendment with the State Department of Assessments and Taxation of the State of Maryland to effectuate a four-for-one forward stock split (the “Stock Split”) of the Common Shares, and to decrease the par value of the Common Shares and the Class A Common Shares in connection with the closing of the Company’s initial public offering. The Stock Split is expected to take effect at 5:01 p.m. Eastern Time on September 18, 2020 (the “Effective Time”).
At the Effective Time, every one (1) Common Share will be converted into four (4) Common Shares. No fractional shares will be issued in connection with the Stock Split and fractional shares will be eliminated by paying cash for the fair value of a fractional portion of Common Shares. Stockholders will receive information from the Company's transfer agent regarding their holdings of Shares following the Stock Split. Stockholders are not required to take any action to effectuate the Stock Split. Pursuant to the Stock Split, the number of outstanding Common Shares will increase from 26,943,586.516 to 107,772,608.
In connection with the Stock Split, the Articles of Amendment also reduce the par value of the Common Shares and the Class A Common Shares from $0.001 par value per share to $0.00025 par value per share.
The foregoing summary of the terms of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment attached as Exhibit 3.3 hereto and incorporated herein by reference.
MUTA Opt-Out
In the September 14th Articles Supplementary, as filed with the State of Maryland, the Company also included a set
of provisions to prohibit the Company from unilaterally electing to be subject to Sections 3-803, 3-804 and 3-805 of Subtitle 8 of Title 3 of the Maryland General Corporation Law (the “MGCL”), commonly referred to as the Maryland Unsolicited Takeovers Act (“MUTA”). MUTA permits a Maryland corporation with a class of equity securities registered under the Securities Exchange Act of 1934, as amended, and at least three independent directors to elect, notwithstanding any contrary provision in the charter or bylaws, to be subject to any or all of the following five provisions of the MGCL:
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Section 3-803 - requiring classification of the board of directors into three classes; |
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Section 3-804(a) - requiring that stockholders may remove any director by the affirmative vote of at least two-thirds of all the votes entitled to be cast by the stockholders generally in the election of directors; |
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Section 3-804(b) - requiring that the number of directors be fixed only by vote of the board of directors; |
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Section 3-804(c) - requiring that any vacancy on the board of directors be filled only by the affirmative vote of a majority of the remaining directors for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies; and |
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Section 3-805 - requiring that a special meeting of stockholders may be called only upon the written request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting. |
Pursuant to the September 14th Articles Supplementary and the Board's previously adopted resolutions, the Company is prohibited from electing to be subject to any of the foregoing provisions, and such prohibition may not be repealed unless a proposal to repeal such prohibition with respect to any such section is approved by the affirmative vote of a majority of the votes cast on the matter by stockholders of the Company.
The foregoing summary of the terms of the September 14th Articles Supplementary does not purport to be complete and is qualified in its entirety by reference to the Articles Supplementary attached as Exhibit 3.2 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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(d) |
Exhibits |
INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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3.1 |
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3.2 |
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3.3 |
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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.
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BROADSTONE NET LEASE, INC. |
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/s/ John D. Moragne |
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Name: John D. Moragne Title: Executive Vice President, Chief Operating Officer and Secretary |
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Date: September 18, 2020
EXHIBIT 3.1
ARTICLES OF AMENDMENT OF
BROADSTONE NET LEASE, INC.
BROADSTONE NET LEASE, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST: The Corporation desires to, and does hereby, amend the charter of the Corporation as currently in effect (the “Charter”) pursuant to Sections 2-601 et seq. of the MARYLAND GENERAL CORPORATION LAW (the “MGCL”).
SECOND:The Charter of the Corporation is hereby amended by deleting therefrom the first two sentences of Section 6.1 of Article VI and inserting, in lieu thereof, immediately after the heading “Section 6.1. Authorized Shares,” the following two sentences:
“The total number of shares of Capital Stock that the Corporation shall have authority to issue is 520,000,000, of which (i) 500,000,000 shares shall be designated as common stock, $0.001 par value per share (“Common Stock”), and 20,000,000 shares shall be designated as preferred stock, $0.001 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of Capital Stock having par value is $520,000.”
Except as set forth in this Article SECOND, no other changes, modifications or amendments have been made to Section 6.1, Article VI of the Charter.
THIRD:The amendment to the Charter as set forth in Article SECOND above was approved by a majority of the entire Board of Directors of the Corporation as required by law and is limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL and Section 6.1 of Article VI of the Charter to be made without any action by the stockholders of the Corporation.
FOURTH:The total number of shares of stock which the Corporation had authority to issue immediately prior to this amendment of the Charter was 100,000,000 shares of stock, consisting of 80,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share. The aggregate par value of all authorized shares of stock having par value was $100,000.
FIFTH:The total number of shares of stock which the Corporation has authority to issue pursuant to this amendment of the Charter is 520,000,000 shares of stock, consisting of 500,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share. The aggregate par value of all authorized shares of stock having par value is $520,000.
SIXTH:The information required by Section 2-607(b)(2)(i) of the MGCL was not changed by the foregoing amendments of the Charter.
SEVENTH:These Articles of Amendment shall be effective at 5:01 p.m. Eastern Time on September 16, 2020.
EIGHTH:The undersigned President of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested to by its Secretary on this 14th day of September, 2020.
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Attest: |
BROADSTONE NET LEASE, INC. |
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By: /s/ John D. Moragne John D. Moragne EVP, Chief Operating Officer, and Secretary |
By: /s/ Christopher J. Czarnecki Christopher J. Czarnecki Chief Executive Officer and President |
[Signature page to Broadstone Net Lease, Inc.
Articles of Amendment]
EXHIBIT 3.2
ARTICLES SUPPLEMENTARY OF
BROADSTONE NET LEASE, INC.
BROADSTONE NET LEASE, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST:Pursuant to the Articles of Incorporation filed with the Department on October 18, 2007, as amended by the Articles of Amendment filed with the Department on September 14, 2020 (collectively, the “Charter”), the Corporation has (or prior to the effectiveness of these Articles Supplementary will have) authority to issue 520,000,000 shares of stock, consisting of 500,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), and 20,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”).
SECOND:Pursuant to the authority expressly vested in the Board of Directors (the “Board”) of the Corporation pursuant to Article VI of the Charter, the Board has, by duly adopted resolutions, reclassified and designated 60,000,000 shares of authorized but unissued shares of Common Stock as shares of “Class A Common Stock” and has provided for the issuance of the shares of such class. Unless otherwise defined below, capitalized terms used below have the meanings given to them in the Charter.
THIRD:The designation, number of shares, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the class of shares of Class A Common Stock shall be as follows:
1.A class of Common Stock, designated as the “Class A Common Stock” is hereby established. The number of authorized shares of Class A Common Stock shall initially be 60,000,000.
2.Except as set forth in paragraphs 3 and 4 of this Article THIRD, the shares of Class A Common Stock shall have preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption or otherwise, identical to the shares of Common Stock and all provisions of the Charter applicable to the shares of Common Stock shall apply to the shares of Class A Common Stock. Without limiting the foregoing, the Class A Common Stock will be subject to the restrictions and limitation on ownership and transfer (as well as an exceptions thereto or exemptions therefrom) set forth or provided for under Article VII of the Charter of the Corporation, as though shares of Common Stock without further designation.
3.In addition to any other vote required by law, the affirmative vote or consent of the holders of shares representing at least a majority of the then issued and outstanding shares of Class A Common Stock, voting as a separate class, shall be required to approve any amendment to the Charter that would affect the holders of Class A Common Stock, as such, differently than the holders of Common Stock, as such.
4.Each issued and outstanding share of the Class A Common Stock shall, automatically and without any action on the part of the holder thereof, or otherwise, convert into one (1) issued and outstanding share of Common Stock (without further designation) at 5:01 p.m. Eastern Time on the date that is one hundred and eighty (180) calendar days after the date of the initial closing of the Corporation’s initial public offering of the Class A Common Stock, as contemplated by and pursuant to the Registration Statement on Form S-11 filed by the Corporation with the United States Securities and Exchange Commission (File No. 333-240381) and the Underwriting Agreement referred to therein. Immediately upon and concurrent with such conversion, all of the shares of Class A Common Stock, whether or not then issued or outstanding, will, without further action, be and become shares of Common Stock (without further designation), and no shares of Class A Common Stock will remain issued or outstanding, as such, nor will any shares of Class A Common Stock remain authorized for issuance, as such, all such shares having then been replaced by corresponding shares of Common Stock, whether issued and outstanding or authorized but unissued, as applicable.
FOURTH:The foregoing action reclassifying and designating 60,000,000 shares of authorized but unissued shares of Common Stock as shares of “Class A Common Stock” has been approved by the Board in the manner and by the vote required by law.
FIFTH:Under a power contained in Section 3-802(c) of Title 3, Subtitle 8 of the Maryland General Corporation Law (the “MGCL”), the Board has, by duly adopted resolutions, resolved to prohibit the Corporation from electing to be subject to Sections 3-803, 3-804 and 3-805 of the MGCL, or any provision thereof, unless and to the extent such election, or the right of the Corporation to make such election, is first approved by the affirmative vote of at least a majority of the votes cast on the matter by stockholders of the Corporation entitled to vote generally in the election of directors.
SIXTH:The foregoing action prohibiting the Corporation from electing to be subject to Sections 3-803, 3-804 and 3-805 of the MGCL without stockholder approval has been approved by the Board in the manner and by the vote required by law.
SEVENTH:These Articles Supplementary shall be effective at 5:02 p.m. Eastern Time on September 16, 2020.
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EIGHTH:The undersigned President of the Corporation acknowledges these Articles Supplementary to be the act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President and attested to by its Secretary on this 14th day of September 2020.
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Attest:
By: /s/ John D. Moragne John D. Moragne EVP, Chief Operating Officer, and Secretary |
BROADSTONE NET LEASE, INC.
By: /s/ Christopher J. Czarnecki Christopher J. Czarnecki Chief Executive Officer and President |
[Signature page to Broadstone net Lease, Inc.
Articles Supplementary]
EXHIBIT 3.3
ARTICLES OF AMENDMENT OF
BROADSTONE NET LEASE, INC.
BROADSTONE NET LEASE, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST:The Board of Directors of the Corporation (the “Board”), acting pursuant to Section 2-309(c)(2) of the Maryland General Corporation Law (the “MGCL”), has approved, and there is therefore effected as of the Effective Time (as defined below), the division of the issued and outstanding shares of common stock, par value $0.001 per share, of the Corporation (“Common Stock”), without any change in the aggregate amount of stated capital, and the issuance of shares of common stock of the Corporation, par value $0.00025 per share, to the holders of outstanding shares of Common Stock, in a forward stock split, as follows and on the following terms:
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every one (1) share of Common Stock, issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, be divided and changed into four (4) issued and outstanding shares of common stock, par value $0.00025 per share, of the Corporation; |
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no fractional shares of common stock, par value $0.00025 per share of the Corporation resulting from such division and issuance will be or remain issued and outstanding following the Effective Time, and each stockholder otherwise entitled to a fractional share after the aggregation of all fractional shares then held by such stockholder will be entitled to receive, in lieu thereof, cash in an amount equal to the product obtained by multiplying (x) the fractional share by (y) the fair market value of a share of common stock, par value $0.00025 per share, of the Corporation as of the Effective Time, as determined in good faith by the Board ($20.50); |
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the issued and outstanding shares of common stock, par value $0.00025 per share, of the Corporation resulting from such division and issuance shall be and become validly issued, fully paid and non-assessable at the Effective Time, in lieu of the shares of Common Stock in respect of which such shares of common stock, par value $0.00025 per share, are issued; and |
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(iv) |
immediately upon the Effective Time, each certificate representing shares of Common Stock of the Corporation, if any, will continue to be valid but will be deemed for all corporate purposes after the Effective Time, until such certificate is surrendered in accordance with procedures established by the Corporation, to evidence ownership of the appropriately increased number of shares of common stock, par value $0.00025 per share, of the Corporation resulting from such division and issuance, and upon proper surrender of such certificates, such shares will be held in uncertificated form unless otherwise determined by the Board and then only upon written request by such stockholder to the Secretary of the Corporation. |
SECOND:In furtherance of and in connection with the forward stock split described and provided for in Article FIRST above, the Corporation desires to, and does hereby, amend its Charter pursuant to Section 2-605 of the MGCL to change the par value of each authorized share of Common Stock of the Corporation, whether or not issued or outstanding immediately prior to the Effective Time, including without limitation the 60,000,000 shares of Common Stock previously reclassified and designated as Class A Common Stock, from $0.001 per share to $0.00025 per share, effective as of the Effective Time, and simultaneously with the forward stock split described and provided for in Article FIRST above.
THIRD:These Articles of Amendment are for the purpose of effecting a forward stock split that results in a division of the shares of Common Stock of the Corporation issued and outstanding immediately prior to the Effective Time and a change in the par value of the authorized shares of Common Stock of the Corporation, whether or not issued or outstanding (including the 60,000,000 shares of Common Stock previously reclassified and designated as Class A Common Stock, par value $0.001 per share) as of the Effective Time, and the amendment is limited to changes expressly authorized by Section 2-605 of the MGCL to be made without action by the stockholders of the Corporation and was approved by a majority of the entire Board without action by the stockholders of the Corporation.
FOURTH:The foregoing amendment to the Charter as set forth in these Articles of Amendment does not increase the authorized shares of capital stock of the Corporation.
FIFTH:These Articles of Amendment shall be effective at 5:01 p.m. Eastern Time on September 18, 2020 (the “Effective Time”).
SIXTH:The undersigned President of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested to by its Secretary on this 18th day of September, 2020.
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Attest: |
BROADSTONE NET LEASE, INC. |
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By: /s/ John D. Moragne John D. Moragne EVP, Chief Operating Officer, and Secretary |
By: /s/ Christopher J. Czarnecki Christopher J. Czarnecki Chief Executive Officer and President |
[Signature page to Broadstone Net Lease, Inc.
Articles of Amendment]