As filed with the Securities and Exchange Commission on February 24, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
GTJ REIT, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
36245K 104
(CUSIP Number of Class of Securities)
Paul Cooper
Chief Executive Officer
GTJ REIT, Inc.
60 Hempstead Avenue, Suite 718,
West Hempstead, New York 11552
(516) 693-5500
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copy to:
Tonya Mitchem Grindon, Esq.
Nathanael P. Kibler, Esq.
Baker Donelson Bearman Caldwell & Berkowitz, PC
211 Commerce Street, Suite 800, Nashville, Tennessee 37201
(615) 726-5600
CALCULATION OF FILING FEE
(a) | Calculated as the aggregate maximum purchase price to be paid for 425,531 shares in the offer, based upon a price per share of $11.75. |
(b) | Calculated as $129.80 per $1,000,000 of the Transaction Valuation in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and the Fee Rate Advisory No. 1 for Fiscal Year 2020. |
☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $649.00
Form or Registration No: 005-84045
Filing Party: GTJ REIT, Inc.
Date Filed: February 13, 2020
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ | third-party tender offer subject to Rule 14d-l. |
☒ | issuer tender offer subject to Rule 13e-4. |
☐ | going-private transaction subject to Rule 13e-3. |
☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer). |
☐ | Rule 14d-l(d) (Cross-Border Third-Party Tender Offer). |
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (“SEC”) on February 13, 2020 (together with Amendment No. 1, the “Schedule TO”), by GTJ REIT, Inc., a Maryland corporation (the “Company”). The Schedule TO relates to an offer by the Company to purchase for cash up to $4,999,989.25, or 425,531 shares, of the Company’s issued and outstanding common stock, par value $0.0001 per share (the “Shares”), upon the terms and subject to the conditions contained in the Offer to Purchase, dated February 13, 2020 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), which are filed as exhibits to the Schedule TO. The price to be paid for the shares is $11.75 per share, in cash, less any applicable withholding taxes and without interest. The Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”).
Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and Letter of Transmittal remains unchanged and this Amendment No. 1 does not modify any of the information previously reported on Schedule TO or in the Offer to Purchase or the Letter of Transmittal. This Amendment No. 1 should be read together with the Schedule TO, the Offer to Purchase and the related Letter of Transmittal.
Items 1 through 11.
The Offer to Purchase and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended by the following:
For a description of the methodologies and assumptions used to value the Company’s assets and liabilities in connection with the calculation of the Estimated NAV per Share, see the Company’s Current Report on Form 8-K filed with the SEC on March 22, 2019, which is incorporated herein by reference and can be found in the “Investor Relations – SEC Filings” section of the Company’s website, www.gtjreit.com.
| 3) |
| a) | The heading on the top of page 1 of the Offer to Purchase is hereby amended by deleting the phrase “, proration period and withdrawal rights”. |
| b) | The paragraph under the heading “SUMMARY TERM SHEET—Until what time can I withdraw previously tendered Shares?” on page 8 of the Offer to Purchase is hereby deleted and replaced with the following: |
You may withdraw tenders of Shares made pursuant to this Offer at any time before 12:00 midnight, New York City Time, on the Expiration Date. In addition, in accordance with Rule 13e-4(f)(2)(ii) of the Exchange Act, if we have not accepted your tendered Shares for payment by April 10, 2019, the 40th business day following the commencement of this Offer, you may thereafter withdraw your tendered Shares after April 10, 2019. See This Offer — Section 5.
| 5) | The third sub-bullet point under the second main bullet point under the heading “SUMMARY TERM SHEET—What are the most significant conditions to this Offer?” of the Offer to Purchase and the third sub-bullet point under the second main bullet point under the heading “THIS OFFER—13. Conditions of this Offer; Extension of the Tender Offer; Termination; Amendment—Conditions” of the Offer to Purchase are hereby deleted and replaced with the following: |
| o | the commencement or escalation of war, armed hostilities or other international or national calamity directly involving the United States, including, but not limited to, an act of terrorism, on or after the date of this Offer to Purchase, in each case which is reasonably likely to have a material adverse effect on the Company or on the Company’s ability to complete the Offer; |
| • | a tender or exchange offer for any or all Shares (other than this Offer), or any merger, acquisition, business combination or other similar transaction with or involving us or our subsidiaries, has been proposed, announced or commenced by any person or has been publicly disclosed or we have entered into a definitive agreement or an agreement in principle with any person with respect to a merger, business combination or other similar transaction, other than in the ordinary course of business; |
The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances (other than any action or omission to act by the Company) giving rise to any condition, and may be waived by us, in whole or in part, at any time and from time to time in our reasonable discretion on or prior to the Expiration Date.
| 8) | The second sentence in the last paragraph under the heading “THIS OFFER—13. Conditions of this Offer; Extension of the Tender Offer; Termination; Amendment—Conditions” of the Offer to Purchase is hereby deleted. |
Any determination by us concerning the events described above will be final and binding on all parties, subject to each Holder’s right to challenge any determination by us in a court of competent jurisdiction.
| 10) | The first sentence under the heading “THIS OFFER—16. Miscellaneous” of the Offer to Purchase is hereby revised to replace the word “jurisdiction” with the phrase “U.S. State.” |
Item 12. Exhibits
See Exhibit Index immediately following the signature page.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
GTJ REIT, INC.
By: /s/ Louis Sheinker
Name: Louis Sheinker
Title: President and Chief Operating Officer
Dated: February 24, 2020
(a)(1)(ii)* |
(a)(1)(iii)* | Buckslip Provided to Stockholders Requesting Redemptions of Shares under Share Redemption Program |
(g) None.
(h) None.
* Previously filed with this Schedule TO on February 13, 2020.