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):  January 11, 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))

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 January 11, 2019, Broadstone Net Lease, Inc. (the “Company”) issued a press release announcing its acquisition, disposition, and capital markets activity for the year ending December 31, 2018. 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 January 11, 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: January 11, 2019

EX-99.1

Exhibit 99.1

For Immediate Release:

January 11, 2019

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

Broadstone Net Lease, Inc. Announces Continued Portfolio Growth in 2018

ROCHESTER, N.Y. -- Broadstone Net Lease, Inc. (“BNL”), a privately offered real estate investment trust (“REIT”) managed by Broadstone Real Estate, LLC (“Broadstone”), continued to expand its nationwide portfolio of freestanding, single-tenant, net leased commercial properties during 2018. Today, BNL announced strong full-year portfolio activity, including the acquisition of 113 properties via 26 distinct transactions for approximately $606.8 million. In the fourth quarter alone, BNL acquired 43 properties for approximately $241.5 million. The REIT also disposed of 20 properties in 2018, realizing approximately $57.3 million in gross proceeds. At December 31, 2018, BNL owned 621 properties in 42 states, with a total market value of nearly $3.5 billion.

BNL’s 2018 acquisitions were funded through a combination of cash from operations and proceeds from capital markets activities. The REIT raised approximately $283.7 million in new equity investments in 2018, including $81.5 million during the fourth quarter, through a combination of new and additional cash investments as well as reinvestments through the company’s distribution reinvestment plan and property contributed in exchange for membership units in BNL’s operating company, Broadstone Net Lease, LLC, through UPREIT transactions (as defined below). At year-end, the REIT had more than 3,100 stockholders.

Equity investment activity was supplemented by the issuance of a previously disclosed July 2018 debt private placement, pursuant to which BNL’s operating company issued an aggregate principal amount of $325 million of unsecured, fixed-rate, interest-only senior notes guaranteed by BNL.The offering comprised two series of senior notes: $225 million of 10-year Series B Notes bearing interest at 5.09% per annum and $100 million of 12-year Series C Notes bearing interest at 5.19% per annum.

“I am pleased to report another strong year of operating performance and portfolio growth for BNL,” said Chris Czarnecki, BNL’s Chief Executive Officer. “Our continued access to capital through strong relationships with both our stockholders and debt financing partners allowed us to further build our portfolio of high quality, diversified, commercial, net leased assets while selectively disposing of non-core assets to reap and reinvest gains. As a result, we were able to provide a strong 13.1% total return to our stockholders for the year, assuming dividend reinvestment. We continue to identify and pursue attractive, accretive acquisition targets, and anticipate 2019 will build upon 2018’s momentum.”

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. With a diversified portfolio of 621 retail, healthcare, industrial, office, and other properties in 42 states as of December 31, 2018, the REIT targets individual or portfolio acquisitions within the $5 million to $300 million range.

There are currently more than 3,100 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.