GTJ Reit (GTTJ) SC TO-I/A Issuer tender offer statement (amended)

AsfiledwiththeSecuritiesandExchangeCommissionon February 26, 2020

UNITEDSTATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C.20549

ScheduleTO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF1934

(Amendment No. 2)

GTJ REIT,Inc.

(NameofSubjectCompany(Issuer) and Filing Person (Offeror))

CommonStock,$0.0001parvaluepershare

(Title of Class ofSecurities)

36245K 104

(CUSIP Number of Class ofSecurities)

Paul Cooper

Chief Executive Officer

GTJ REIT, Inc.

60 Hempstead Avenue, Suite 718,

West Hempstead, New York 11552

(516) 693-5500

(Name,address,andtelephonenumberofpersonauthorizedtoreceivenoticesandcommunicationsonbehalfoffilingpersons)

Copyto:

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

Transaction Valuation	Amount of Filing Fee
$4,999,989.25(a)	$649.00(b)

(a) Calculatedastheaggregatemaximumpurchasepricetobepaidfor425,531sharesintheoffer,baseduponapricepershareof$11.75.

(b) Calculatedas$129.80 per$1,000,000oftheTransactionValuation 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.  

☒ ChecktheboxifanypartofthefeeisoffsetasprovidedbyRule0-11(a)(2)andidentifythefilingwithwhichtheoffsettingfeewas previouslypaid. Identifythepreviousfilingbyregistrationstatementnumber,ortheFormorScheduleandthedateofitsfiling.

AmountPreviouslyPaid:  $649.00

FormorRegistrationNo:  005-84045

Filing Party:  GTJ REIT, Inc.

Date Filed:  February 13, 2020

☐ Checktheboxifthefilingrelatessolelytopreliminarycommunicationsmadebeforethecommencementofatenderoffer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third-party tender offer subject to Rule14d-l.

☒ issuer tender offer subject to Rule13e-4.

☐ going-private transaction subject to Rule13e-3.

☐ amendmenttoSchedule13DunderRule13d-2.

Checkthefollowingboxifthefilingisafinalamendmentreportingtheresultsofthetenderoffer.☐

Ifapplicable,checktheappropriatebox(es)belowtodesignatetheappropriateruleprovision(s)reliedupon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer).

☐ Rule 14d-l(d) (Cross-Border Third-Party Tender Offer).

Introductory Statement

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (“SEC”) on February 13, 2020 (collectively with Amendment No. 1 to the Schedule TO, filed with the SEC on February 25, 2020, and this Amendment No. 2, 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 Amendment No. 1, the Schedule TO, the Offer to Purchase and Letter of Transmittal remains unchanged and this Amendment No. 2 does not modify any of the information previously reported on Amendment No. 1, the Schedule TO or in the Offer to Purchase or the Letter of Transmittal. This Amendment No. 2 should be read together with Amendment No. 1, the Schedule TO, the Offer to Purchase and the related Letter of Transmittal.

Items1through11.

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:

1) The second sentence under the heading “SUMMARY TERM SHEET—Until what time can I withdraw previously tendered Shares?” on page 8 of the Offer to Purchase (as amended by Amendment No. 1) and the second sentence under the heading “THIS OFFER—5. Withdrawal Rights”on page 17 of the Offer to Purchase are hereby amended by replacing the year “2019” with “2020.”

Item12.Exhibits

SeeExhibitIndeximmediatelyfollowingthesignaturepage.

Item 13. Information RequiredbySchedule13E-3.

Notapplicable.

SIGNATURE

Afterdueinquiryandtothebestofmyknowledgeandbelief,Icertifythattheinformationsetforthinthisstatementistrue,completeand correct.

GTJ REIT,INC.

By:         /s/ Louis Sheinker                                    

Name:   Louis Sheinker

Title:     President and Chief Operating Officer

Dated: February 26, 2020

ExhibitList

(a)(1)(i)* OffertoPurchase,dated February 13, 2020

(a)(1)(ii)* FormofLetterofTransmittal

(a)(1)(iii)* Buckslip Provided to Stockholders Requesting Redemptions of Shares under Share Redemption Program

(a)(1)(iv)* Excerpt of disclosure from Current Report on Form 8-K filed with the SecuritiesandExchangeCommissionon February 13, 2020 regarding the Share Redemption Program

(b)(i) Credit Agreement with KeyBank National Association and Keybanc Capital Markets Inc., dated as of December 2, 2015 (incorporated by reference to Exhibit 10.134 to the Company’s Annual Report on Form 10-K filed with SEC on March 29, 2016)

(b)(ii) First Amendment to Credit Agreement and Other Loan Documents, dated June 30, 2016, by and among GTJ Realty, LP, the Company, certain subsidiaries and/or affiliates of the Company, KeyBank National Association  and the other lending institutions party thereof (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017)

(b)(iii) Second Amendment to Credit Agreement and Other Loan Documents, dated July 27, 2017, with KeyBank National Association and other lending institutions party thereof (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017)

(b)(iv) Third Amendment to Credit Agreement and Other Loan Documents, dated February 27, 2018, by and among GTJ Realty,
LP, and the Company, certain subsidiaries and/or affiliates of the Company, Key Bank National Association and the other lending institutions party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2018)

(b)(v) Fourth Amendment to Credit Agreement and Other Loan Documents, dated July 31, 2018, by and among GTJ Realty, LP, the Company, certain subsidiaries and/or affiliates of the Company, Key Bank Association and the other lending institutions party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2018)

(b)(vi) Fifth Amendment to Credit Agreement, dated September 11, 2019, by and among GTJ Realty, LP, the Company, certain subsidiaries and/or affiliates of the Company, Key Bank National Association and the other lending institutions party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2019).

(d)(i) Executive Employment Agreement by and between Paul Cooper and the Company (incorporated by reference to Exhibit 10.137 to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2017)

(d)(ii) Executive Employment Agreement by and between Louis Sheinker and the Company (incorporated by reference to Exhibit 10.138 to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2017)

(d)(iii) Employment Letter, dated as of November 14, 2017, by and between the Company and Stuart Blau (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2017)

(d)(iv) Amendment No. 1 to Employment Agreement, dated July 10, 2018, by and between the Company and Paul Cooper (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2018)

(d)(v) Amendment No. 1 to Employment Agreement, dated July 10, 2018, by and between the Company and Louis Sheinker (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2018)

(d)(vi) 2007 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the SEC on May 1, 2008)

(d)(vii) GTJ REIT, Inc. 2017 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Form S-8 Registration Statement (No. 333-218667), filed with the SEC on June 12, 2017)

(d)(viii) Share Redemption Program, effective as of January 1, 2017, inclusive of Amendment No. 1 dated January 30, 2018 (incorporated by reference to Exhibit (d)(viii) to the Company’s Schedule TO filed with the SEC on February 15, 2019).

(g) None.

(h) None.

*Previously filed with this Schedule TO on February 13, 2020.