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  4. [8-K] Broadstone Net Lease, Inc. Reports Material Event

BNL files underwriting and indenture documents for proposed note offering

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Broadstone Net Lease, Inc. disclosed transaction documents supporting a proposed note offering, including a base prospectus dated May 3, 2024 and a prospectus supplement dated September 23, 2025. Underwriting and indenture documents are in place: an Underwriting Agreement naming lead bookrunners, an Indenture and a Second Supplemental Indenture that includes the form of the Notes. The filing also lists legal opinions and consents from national law firms and confirms embedded Inline XBRL cover page tags. The documents include a trustee notice/default provision that allows holders or the trustee to accelerate remedies if non-recourse debt becomes a primary obligation and is not cured within 60 days.

Positive

  • Underwriting Agreement executed with named lead bookrunners, supporting market execution
  • Base prospectus and prospectus supplement established the disclosure record for the notes offering
  • Legal opinions and consents from national law firms are included, supporting enforceability
  • Indenture and Second Supplemental Indenture specify the form of the Notes and guarantee structure

Negative

  • Trustee/default clause permits acceleration if non-recourse debt becomes the company's primary obligation and is not cured within 60 days
  • No offering size or pricing disclosed in the excerpt, leaving market impact and dilution unclear

Insights

Documents and underwriters are in place for a notes offering.

The company filed a base prospectus and a prospectus supplement that, together with an Underwriting Agreement, Second Supplemental Indenture and the form of the Notes, create the legal and structural framework for issuing debt securities. Having lead underwriters named reduces execution uncertainty for launch.

Key dependency is market demand and pricing underwriters secure at the time of distribution; monitor near-term syndicate pricing and offering size around the prospectus supplement date September 23, 2025.

Legal opinions and trustee mechanics are documented; a 60-day cure window is important.

Counsel opinions from established firms and consent filings are included, which is customary to support disclosure and enforceability. The Indenture and Second Supplemental Indenture define the guarantee and note terms.

The Indenture contains a clause allowing acceleration if non-recourse debt becomes a primary obligation and is not cured within 60 days, which creates a defined remedy timeline; monitor any creditor communications or trustee notices in the short term.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

Is there a trustee or default provision investors should note in the BNL filing?
Yes. The Indenture includes a provision that allows acceleration if certain non-recourse debt becomes the company's primary obligation and is not cured within 60 days after notice.

Are the offering size, interest rate, or pricing disclosed in the excerpt for BNL?
No. The provided excerpt does not disclose offering size, coupon, yield, or pricing details.

Who are the underwriters named in the Underwriting Agreement?
The excerpt names J.P. Morgan Securities LLC, Truist Securities, Inc., and U.S. Bancorp Investments, Inc. as representatives of the underwriters.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
false 0001424182 0001424182 2025-09-23 2025-09-23
 
 

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): September 23, 2025

 

 

BROADSTONE NET LEASE, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Maryland   001-39529   26-1516177

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

207 High Point Drive  
Suite 300  
Victor, New York   14564
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: 585 287-6500

 

(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 Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.00025 par value   BNL   The New York Stock Exchange

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 1.01

Entry into a Material Definitive Agreement.

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 26, 2025, Broadstone Net Lease, LLC (the “Issuer”), the operating partnership of Broadstone Net Lease, Inc. (the “Company”), closed an underwritten public offering of $350 million aggregate principal amount of its 5.000% Senior Notes due 2032 (the “Notes”).

The Notes are fully and unconditionally guaranteed (the “Guarantee”) by the Company (in such capacity, the “Guarantor”). The terms of the Notes are governed by an indenture, dated as of September 15, 2021 (the “Base Indenture”), by and among the Issuer, the Guarantor and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by a second supplemental indenture, dated as of September 26, 2025 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Issuer, the Guarantor and the Trustee. The Indenture contains various restrictive covenants, including requirements to maintain a certain percentage of total unencumbered assets by the Company. Copies of the Base Indenture and the Second Supplemental Indenture, including the form of Notes and the Guarantee, the terms of which are incorporated herein by reference, are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.

Under certain circumstances, the Indenture will require certain of the Company’s subsidiaries (other than the OP) to guarantee the Notes in the future if, and for so long as, such subsidiary, directly or indirectly, guarantees or otherwise becomes obligated in respect of the Issuer’s revolving credit facility, senior unsecured notes and unsecured term loans.

The purchase price paid by the underwriters for the Notes was 98.526% of the principal amount thereof. The Notes are the Issuer’s senior unsecured obligations and rank equally in right of payment with all of the Issuer’s other existing and future senior unsecured indebtedness. However, the Notes are effectively subordinated in right of payment to: (i) all of the Issuer’s existing and future mortgage indebtedness and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness); (ii) all existing and future indebtedness and other liabilities, whether secured or unsecured, of the Issuer’s subsidiaries that do not guarantee the Notes and of any entity the Issuer accounts for using the equity method of accounting; and (iii) all preferred equity not owned by the Issuer, if any, in any of the Issuer’s subsidiaries that do not guarantee the Notes and in any entity the Issuer accounts for using the equity method of accounting. The Notes bear interest at 5.000% per annum. Interest is payable on May 1 and November 1 of each year, beginning May 1, 2026, until the maturity date of November 1, 2032.

The Notes will be redeemable in whole at any time or in part from time to time, at the Issuer’s option, at a redemption price equal to the sum of:

 

  •  

100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, up to, but not including, the redemption date; and

 

  •  

a make-whole premium calculated in accordance with the Indenture.

Notwithstanding the foregoing, if any of the Notes are redeemed on or after September 1, 2032 (two months prior to the maturity date of the Notes), the redemption price will not include a make-whole premium.

Certain events are considered events of default, which may result in the accelerated maturity of the Notes, including:

 

  •  

default for 30 days in the payment of any installment of interest under the Notes;

 

  •  

default in the payment of the principal amount or any other portion of the redemption price due with respect to the Notes, when the same becomes due and payable;

 

  •  

failure by the Issuer or the Guarantor to comply with any of the Issuer’s or the Guarantor’s respective other agreements in the Notes, the Guarantee or the Indenture with respect to the Notes upon receipt by the Issuer of notice of such default by the Trustee or by holders of not less than 25% in principal amount of the Notes then outstanding and the Issuer’s failure to cure (or obtain a waiver of) such default within 60 days after the Issuer receives such notice;

 

  •  

failure to pay any Debt (as defined in the Indenture) (other than Non-Recourse Debt (as defined in the Indenture)) for monies borrowed by the Issuer, the Company or any of their respective Significant Subsidiaries (as defined in the Indenture) in an outstanding principal amount in excess of $50.0 million at final maturity or upon acceleration after the expiration of any applicable grace period, which Debt (other than Non-Recourse Debt) is, or has become, the primary obligation of the Issuer or the Company and is not discharged, or such default in payment or acceleration is not cured or rescinded, within 60 days after written notice to the Issuer from the Trustee (or to the Issuer and the Trustee from holders of at least 25% in principal amount of the outstanding Notes);

  •  

the Guarantee of the Guarantor ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or the Guarantor denies or disaffirms its obligations under the Indenture or its Guarantee, except by reason of the release of such Guarantee in accordance with provisions of the Indenture; or

 

  •  

certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of the Issuer or the Guarantor or any Significant Subsidiary or all or substantially all of their respective property.

The descriptions of the Base Indenture and the Second Supplemental Indenture in this Current Report on Form 8-K are summaries and are qualified in their entirety by the terms of the Base Indenture and the Second Supplemental Indenture, respectively.

The Notes were offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on May 3, 2024 (Registration Nos. 333-279115 and 333-279115-01), a base prospectus, dated May 3, 2024, and a prospectus supplement, dated September 23, 2025, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

 

Item 8.01

Other Events.

On September 23, 2025, the Issuer and the Guarantor entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, with respect to the offering of the Notes, which will be fully and unconditionally guaranteed by the Guarantor. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

INDEX TO EXHIBITS

 

Exhibit
No.		    Description
 1.1    Underwriting Agreement, dated as of September 23, 2025, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC and J.P. Morgan Securities LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc.as representatives of the several underwriters named in Schedule 1 thereto.
 4.1    Indenture, dated as of September 15, 2021, among the Issuer, the Company and the Trustee, including the form of the Guarantee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on September 15, 2021).
 4.2    Second Supplemental Indenture, dated as of September 26, 2025, among the Issuer, the Company and the Trustee, including the form of the Notes.
 5.1    Opinion of Ballard Spahr LLP.
 5.2    Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.
23.1    Consent of Ballard Spahr LLP (included in Exhibit 5.1).
23.2    Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.2).
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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 thereunto duly authorized.

 

BROADSTONE NET LEASE, INC.
By:  

/s/ John D. Callan

Name:   John D. Callan
Title:   Senior Vice President, General Counsel and Secretary

Date: September 26, 2025

Source: View Original Filing on SEC EDGAR