ROCHESTER, N.Y. – Broadstone Net Lease, Inc. (NYSE: BNL), or the Company, an internally-managed real estate investment trust, today announced that all outstanding shares of its Class A Common Stock will automatically convert into Common Stock on a one-for-one basis and all shares of Common Stock will begin trading on the New York Stock Exchange, effective at 9:30 a.m. Eastern time on March 22, 2021. The conversion will have no effect on the economic rights of holders of shares of Class A Common Stock, and BNL does not expect it to have any material effect on its future operations.
The conversion will occur automatically and without any action on the part of shareholders pursuant to BNL’s Articles of Incorporation, as amended or supplemented, as described in BNL’s Registration Statement on Form S-11 filed with the United States Securities and Exchange Commission (File No. 333-240381) in connection with its initial public offering. The Common Stock has the same preferences, rights, voting powers (one vote per share), restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption or otherwise, as the Class A Common Stock, and all provisions of the Articles of Incorporation, as amended or supplemented, applicable to the shares of Common Stock shall apply to the shares of Class A Common Stock post-conversion.
Immediately upon and concurrent with such conversion, no shares of Class A Common Stock will remain issued or outstanding. The Common Stock will have a new CUSIP number.
About Broadstone Net Lease, Inc.
BNL is an internally-managed REIT that acquires, owns, and manages primarily single-tenant commercial real estate properties that are net leased on a long-term basis to a diversified group of tenants. The Company utilizes an investment strategy underpinned by strong fundamental credit analysis and prudent real estate underwriting. As of December 31, 2020, BNL’s diversified portfolio consisted of 640 properties in 41 U.S. states and one property in Canada across the industrial, healthcare, restaurant, office, and retail property types, with an aggregate gross asset value of approximately $4.0 billion.
This press release contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995, regarding, among other things, statements regarding the effect of the conversion of BNL’s Class A Common Stock on its future operations. Such forward-looking statements can generally be identified by the Company’s use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “intend,” “anticipate,” “estimate,” “would be,” “believe,” “continue,” or other similar words. Forward-looking statements involve known and unknown risks and uncertainties, which may cause BNL’s actual future results to differ materially from expected results, including, without limitation, risks and uncertainties related to the COVID-19 pandemic and its related impacts on the Company and its tenants, general economic conditions, local real estate conditions, tenant financial health, property acquisitions, and the timing and uncertainty of completing these acquisitions, and uncertainties regarding future distributions to the Company’s stockholders. These and other risks, assumptions, and uncertainties will be described in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 25, 2021, which you are encouraged to read, are available on the SEC’s website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company assumes no obligation to, and does not currently intend to, update any forward-looking statements after the date of this press release, whether as a result of new information, future events, changes in assumptions or otherwise.