Item 8.01 Other Events.
Equity Distribution Agreement
On August 23, 2021, Broadstone Net Lease, Inc. (the “Company”) and Broadstone Net Lease, LLC (the “Operating Partnership”) entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with each of BMO Capital Markets Corp., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BTIG, LLC, Capital One Securities, Inc., KeyBanc Capital Markets Inc., Samuel A. Ramirez & Company, Inc., Regions Securities LLC, TD Securities (USA) LLC and Truist Securities, Inc., as sales agent, principal and/or (except in the case of BTIG, LLC, Capital One Securities, Inc., Samuel A. Ramirez & Company, Inc., Regions Securities LLC and TD Securities (USA) LLC) forward seller (in such capacity, each a “Manager” and together, the “Managers”), and each of Bank of Montreal, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC and Truist Bank, as forward purchaser (in such capacity, each a “Forward Purchaser,” and together, the “Forward Purchasers”) pursuant to which the Company may sell, from time to time, up to an aggregate gross sales price of $400,000,000 of its common stock, $0.00025 par value per share (the “Common Stock”), through the Managers, acting as the Company’s sales agents or, if applicable, as Forward Sellers (as defined below), or directly to the Managers as principals for their own accounts.
The Common Stock sold in the offering will be issued pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on August 23, 2021, and the accompanying base prospectus dated June 23, 2021 forming part of the Company’s shelf registration statement on Form S-3 (Registration No. 333-257317) filed with the SEC on June 23, 2021.
Subject to the terms and conditions of the Equity Distribution Agreement, the Managers, whether acting as the Company’s sales agents or as Forward Sellers, will use their commercially reasonable efforts, consistent with their normal trading and sales practices and applicable law and regulations, to sell the Common Stock that may be designated by the Company (if acting as the Company’s sales agents) and the Common Stock borrowed from third parties (if acting as Forward Sellers), in each case on the terms and subject to the conditions of the Equity Distribution Agreement. Sales, if any, of the Common Stock made through the Managers, as the Company’s sales agents, or as Forward Sellers pursuant to the Equity Distribution Agreement, may be made in “at the market” offerings (as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”)), by means of ordinary brokers’ transactions on the New York Stock Exchange or sales made to or through market makers at market prices prevailing at the time of sale, and in privately negotiated transactions, which may include block trades, as the Company and any Manager or Forward Seller may agree. The Company also may sell Common Stock to any Manager as principal for its own account. If the Company sells Common Stock to any Manager as principal, it will enter into a separate terms agreement (each, a “Terms Agreement”, and collectively, the “Terms Agreements”) setting forth the terms of such transaction.
The Company or any Manager may at any time suspend an offering of Common Stock pursuant to the terms of the Equity Distribution Agreement. The offering of Common Stock pursuant to the Equity Distribution Agreement will terminate upon the earlier of (i) the sale of the Common Stock under the Equity Distribution Agreement (including Common Stock sold by the Company or to or through the Managers and borrowed Common Stock sold through the Managers, acting as Forward Sellers) and the Terms Agreements, if any, having an aggregate gross sales price equal to $400,000,000 and (ii) the termination of such Equity Distribution Agreement by the Company, the Managers or the Forward Purchasers as permitted therein.
The Company and the Operating Partnership made certain customary representations, warranties and covenants concerning the Company, the Operating Partnership and the registration statement in the Equity Distribution Agreement and also agreed to indemnify the Managers and Forward Purchasers against certain liabilities, including liabilities under the Securities Act.
The Equity Distribution Agreement provides that, in addition to issuance and sale of Common Stock through the Managers, the Company also may enter into one or more separate letter agreements with each of the Forward Purchasers (each, a “Master Confirmation”) (as supplemented by a supplemental confirmation (together with the applicable Master Confirmation (a “Forward Sale Agreement”)) in a form attached as Exhibit D to the Equity Distribution Agreement. In connection with any Forward Sale Agreement, the relevant Forward Seller will, at the Company’s request, use commercially reasonable efforts, consistent with its normal trading and sales practices and
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