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 15, 2021, Broadstone Net Lease, LLC (the "Issuer"), the operating partnership of Broadstone Net Lease, Inc. (the "Company"), closed an underwritten public offering of $375 million aggregate principal amount of its 2.600% Senior Notes due 2031 (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 National Association, as trustee (the "Trustee"), as supplemented by a first supplemental indenture, dated as of September 15, 2021 (the "First 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 First 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 99.166% 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 2.600% per annum. Interest is payable on March 15 and September 15 of each year, beginning March 15, 2022, until the maturity date of September 15, 2031.

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 June 15, 2031 (three 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

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        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 First 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 First Supplemental Indenture, respectively.

The Notes were offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on June 23, 2021 (Registration Nos. 333-257317 and 333-257317-01), a base prospectus, dated June 23, 2021, and a prospectus supplement, dated September 10, 2021, 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 10, 2021, 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.

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