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S-3ASR Filing
Broadstone Net Lease (BNL) S-3ASRAutomatic shelf registration
Filed: 3 May 24, 5:00pm
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Broadstone Net Lease, Inc.
Broadstone Net Lease, LLC
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||
Broadstone Net Lease, Inc. | ||||||||||||||||||||||||
Fees to be Paid | Equity | Common Stock, par value $0.00025 per share | Rule 457(r) | (1) | (1) | (1) | (2) | (2) | ||||||||||||||||
Fees to be Paid | Equity | Preferred Stock, par value $0.001 per share | Rule 457(r) | (1) | (1) | (1) | (2) | (2) | ||||||||||||||||
Fees to be Paid | Equity | Depositary Shares, representing Preferred Stock | Rule 457(r) | (1) | (1) | (1) | (2) | (2) | ||||||||||||||||
Fees to be Paid | Other | Depositary Shares | Rule 457(r) | (1) | (1) | (1) | (2) | (2) | ||||||||||||||||
Fees to be Paid | Other | Warrants (3) | Rule 457(r) | (1) | (1) | (1) | (2) | (2) | ||||||||||||||||
Fees to be Paid | Other | Rights | Rule 457(r) | (1) | (1) | (1) | (2) | (2) | ||||||||||||||||
Fees to be Paid | Debt | Guarantees of Debt Securities (5)(6) | Rule 457(r) | (1) | (1) | (1) | (2) | (2) | ||||||||||||||||
Broadstone Net Lease, LLC | ||||||||||||||||||||||||
Fees to be Paid | Debt | Debt Securities (5) | Rule 457(r) | (1) | (1) | (1) | (2) | (2) | ||||||||||||||||
Broadstone Net Lease, Inc. | ||||||||||||||||||||||||
Fees to be Paid | Equity | Common Stock, par value $0.00025 per share | Rule 457(o) | (1) | (1) | $400,000,000.00 | 0.0001476 | $59,040.00 | ||||||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | |||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | — | |||||||||||||||
Total Offering Amounts | $400,000,000.00 | $59,040.00 | ||||||||||||||||||||||
Total Fees Previously Paid | $43,640.00 | |||||||||||||||||||||||
Total Fee Offsets | $15,431.00 | |||||||||||||||||||||||
Net Fee Due | $43,609.00 |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate with Fee Offset Claimed | Fee Paid with Fee Offset Source | ||||||||||||
Rule 457(p) | ||||||||||||||||||||||
Fee Offset Claims | Broadstone Net Lease Inc. | 424(b)(5) | 333-257317 | August 23, 2021 | $15,431.00(7) | Equity | Common Stock | (6) | $145,400,000.00 | |||||||||||||
Fee Offset Source | Broadstone Net Lease Inc. | 424(b)(5) | 333-257317 | August 23, 2021 | $15,431.00(7) |
(1) | An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. We will determine these amounts from time to time in connection with issuances of securities registered under this registration statement. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. Includes an indeterminate amount of our securities as may be issued upon conversion of or exchange for, as the case may be, any other securities registered under this registration statement. |
(2) | In accordance with Rules 456(b) and 457(r) of the Securities Act, the registrant is deferring payment of all of the registration fee required in connection with this registration statement and will pay such fees on a “pay-as-you-go” basis. |
(3) | The warrants covered by this registration statement may be warrants for common stock, preferred stock or depositary shares. |
(4) | Broadstone Net Lease, Inc. may fully and unconditionally guarantee the payment of principal of and premium (if any) and interest on debt securities offered by Broadstone Net Lease, LLC. |
(5) | No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees being registered hereby. |
(6) | Amount of unsold securities was calculated based on the maximum aggregate offering price pursuant to Rule 457(o). |
(7) | On August 23, 2021, the registrant filed a prospectus supplement to a base prospectus contained in a prior registration statement on Form S-3 (File No. 333-257317) in connection with the 2021 “at-the-market” offering program (the “2021 ATM Prospectus”) and owed a filing fee of $43,640.00 to register the offer of up to $400,000,000 of the registrant’s common stock, which was paid in full by the registrant on the date thereof. $145,400,000 of the amount of shares registered in connection with the 2021 ATM Prospectus remain unsold as of the termination of that offering. Pursuant to Rule 457(p) under the Securities Act, filing fees of $15,431.00 in the aggregate offering price of unsold securities that were initially registered pursuant to the 2021 ATM Prospectus are being carried forward, which are offset against the $59,040.00 of registration fees due for this offering. The balance of the registration fee, $43,609.00, is being paid herewith. |