UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 10, 2020
BROADSTONE NET LEASE, INC.
(Exact name of registrant as specified in its charter)
Maryland |
000-55774 |
26-1516177 |
(State or other jurisdiction of |
(Commission File Number) |
(I.R.S. Employer |
|
|
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 January 10, 2020, Broadstone Net Lease, Inc. (the “Company”) issued a press release announcing that it had confidentially submitted a draft registration statement on Form S-11 with the Securities and Exchange Commission (the “SEC”) relating to the proposed initial public offering of its common stock. The number of shares to be offered and the price range for the proposed offering have not yet been determined. The initial public offering is expected to commence after the SEC completes its review process, subject to market conditions and other factors. 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The information contained in this Item 7.01 is not intended to, and does not, constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act. This Form 8-K is being furnished in accordance with Rule 135 under the Securities Act.
Item 9.01 Financial Statements and Exhibits
(d) |
Exhibits |
INDEX TO EXHIBITS
Exhibit No. |
|
Description |
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|
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99.1 |
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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 10, 2020
EXHIBIT 99.1
For Immediate Release
January 10, 2020
Company Contact:
John D. Callan Jr.
Vice President & General Counsel
john.callan@broadstone.com
585.402.7879
Broadstone Net Lease, Inc. Announces Confidential Submission
of Draft Registration Statement for Proposed Initial Public Offering
ROCHESTER, N.Y. – Broadstone Net Lease, Inc. (“BNL”) today announced that it has confidentially submitted a draft registration statement on Form S-11 with the Securities and Exchange Commission (the “SEC”) relating to the proposed initial public offering of its common stock. The number of shares to be offered and the price range for the proposed offering have not yet been determined. The initial public offering is expected to commence after the SEC completes its review process, subject to market conditions and other factors.
This press release is not intended to, and does not, constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). This press release is being issued in accordance with Rule 135 under the Securities Act.