On August 10, 2022, Broadstone Net Lease, Inc. (the “Company”) and Broadstone Net Lease, LLC entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, as representative of several underwriters named in Schedule 1 thereto (the “Underwriters”), Goldman Sachs & Co. LLC, BMO Capital Markets Corp., J.P. Morgan Securities LLC and Truist Securities, Inc., in their capacities as Forward Sellers (the “Forward Sellers”) and Goldman Sachs & Co. LLC, Bank of Montreal, JPMorgan Chase Bank, National Association and Truist Bank, in their capacities as Forward Purchasers (the “Forward Purchasers”), relating to the offering (the “Offering”) of an aggregate of 13,000,000 shares of the Company’s common stock, par value $0.00025 per share (the “Common Stock”) at a public offering price of $21.35 per share (or an aggregate of 14,950,000 shares of Common Stock if the Underwriters’ option to purchase additional shares is exercised in full). The Company will not initially receive any proceeds from the sale of shares of its Common Stock by the Forward Sellers. The Offering closed on August 12, 2022.
In connection with the Offering, the Company entered into forward sale agreements (each a “Forward Sale Agreement” and collectively, the “Forward Sale Agreements”) with each of the Forward Purchasers. In connection with the Forward Sale Agreements, the Forward Purchasers or their affiliates borrowed from third parties and sold to the Underwriters an aggregate of 13,000,000 shares of Common Stock in the Offering. The Company expects to physically settle the Forward Sale Agreements (by the delivery of shares of Common Stock) and receive proceeds from the sale of those shares upon one or more forward settlement dates, which shall occur no later than August 10, 2023. Although the Company expects to settle the Forward Sale Agreements entirely by the physical delivery of shares of Common Stock for cash proceeds, the Company may also elect to cash or net share settle all or a portion of its obligations under the Forward Sale Agreements, in which case the Company may receive, or the Company may owe, cash or shares of Common Stock from or to the Forward Purchasers. The Forward Sale Agreements provide for an initial forward sale price of $21.09 per share, subject to certain adjustments pursuant to the terms of each of the Forward Sale Agreements. The Forward Sale Agreements are subject to early termination or settlement under certain circumstances.
The Offering described in this Current Report on Form 8-K was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-257317), effective upon filing with the Securities and Exchange Commission on June 23, 2021, as supplemented by the preliminary prospectus supplement, dated August 10, 2022, and the final prospectus supplement, dated August 10, 2022.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification of the Underwriters by the Company for certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The foregoing description of the terms of the Underwriting Agreement and Forward Sale Agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement and Forward Sale Agreements, each of which is attached hereto as an exhibit and incorporated herein by reference.
The legality opinion of Ballard Spahr LLP is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
