UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
February 20, 2020
Via Email
Paul Cooper
Chief Executive Officer
GTJ REIT, Inc.
60 Hempstead Avenue, Suite 718
West Hempstead, New York 11552
Re: GTJ REIT, Inc.
Schedule TO-I filed on February 13, 2020
File No. 005-84045
Dear Mr. Cooper:
The staff in the Office of Mergers and Acquisitions has reviewed the
filing listed above,
and we have the comments set forth below. All defined terms used herein have
the same
meaning as in the Offer to Purchase attached as Exhibit (a)(1)(i) to the
Schedule TO-I. In some
of our comments, we may ask you to provide us with information so we may
better understand
your disclosure.
Please respond to this letter by amending your filing, by providing
the requested
information or by advising us when you will provide the requested response.
If you do not
believe our comments apply to your facts and circumstances or do not believe
an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you
provide in
response to these comments, we may have additional comments.
Schedule TO-I
Exhibit (a)(1)(i) Offer to Purchase
General
1. We note that throughout the Offer to Purchase, you refer to the
aggregate maximum
purchase price as $5 million. However, as you note in the "Transaction
Valuation"
column of the table calculating the filing fee in the Schedule TO-I,
the aggregate
maximum purchase price to be paid for 425,531 shares in the Offer,
based upon a price
Paul Cooper
GTJ REIT, Inc.
February 20, 2020
Page | 2
per share of $11.75, is $4,999,989.25. Please revise your disclosures
throughout the
Offer to Purchase to reflect the aggregate maximum purchase price set
forth in the
"Transaction Valuation" column of the table calculating the filing fee in
the Schedule
TO-I.
Summary Term Sheet, pages 5-13
2. We note that on page 6 of the Offer to Purchase, you refer to the
calculation of the
Estimated NAV per Share set forth in "the Company's Current Report on
Form 8-K filed
with the SEC on March 20, 2019." We note, however, that although the Form
8-K
discloses that the Board approved such Estimated NAV per Share
calculation on March
20, 2019, the Form 8-K itself was not filed until March 22, 2019. Please
revise this
disclosure to reflect the correct filing date of the Form 8-K.
Withdrawal Rights, page 17
3. We note your statement that "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." We
further note,
however, that on page 1 of the Offer to Purchase you state that
withdrawal rights will
expire on March 18, 2020 and on page 8 you state that you can withdraw
tendered Shares
at any time after March 18, 2020 if the Company has not agreed to accept
such Shares for
payment. Please revise the Offer to Purchase to conform these latter two
statements to
the description of the withdrawal rights set forth on page 17 of the
Offer to Purchase.
Conditions of this Offer; Extension of the Tender Offer; Termination;
Amendment, pages 26-28
4. You have included a condition that will be triggered by "any general
suspension of
trading in, or limitation on prices for, securities on any U.S. national
securities exchange
or in the over-the-counter market." Please revise to explain what would
be considered a
limitation on prices for securities on any U.S. national securities
exchange or in the over-
the-counter market. Please also make any conforming changes to the
description of the
same condition on page 11 of the Offer to Purchase.
5. You have included a condition that will be triggered by the "the
commencement or
escalation of war, armed hostilities or other international or national
calamity, including,
but not limited to, an act of terrorism, directly or indirectly involving
the United States"
without any materiality qualifier on the gravity of such an event and
without limiting the
event to one directly involving the United States. Therefore, if any
event anywhere in the
world "triggers" this condition while the Offer is pending, you must
promptly amend the
offer materials to advise stockholders whether you will waive the
condition, or assert it
and terminate the Offer. Depending on the timing of this event and your
revised
disclosure, you may also be required to extend the Offer. Please confirm
your
understanding in your response letter. Alternatively, please amend the
condition to more
Paul Cooper
GTJ REIT, Inc.
February 20, 2020
Page | 3
narrowly tailor it. Please also make any conforming changes to the
description of the
same condition on page 11 of the Offer to Purchase.
6. We note the reference to "the MacKenzie Offer" on page 27 of the Offer to
Purchase.
Please explain, with a view towards revising the disclosure, if
applicable, whether you are
aware of another tender offer being conducted currently, either by
MacKenzie or any
other party. Our understanding from the disclosure earlier in the Offer
to Purchase is that
MacKenzie conducted offers for these Shares in the past.
7. We note the following statement: "The conditions referred to above are
for our sole
benefit and may be asserted by us regardless of the circumstances giving
rise to any such
condition, and may be waived by us, in whole or in part, at any time and
from time to
time in our reasonable discretion." The Offer may not be terminated at
any time for any
reason, such as the action or inaction by the Company, without the Offer
potentially
constituting an illusory offer in contravention of Section 14(e). Please
revise this
language to make clear that the Company may only terminate the Offer
pursuant to
objectively determinable offer conditions described in the offer
materials. Please also
make any conforming changes to the similar language on page 26 of the
Offer to
Purchase.
8. We note the following statement: "Our failure at any time to exercise any
of the
foregoing rights will not be deemed a waiver of any right, and each such
right will be
deemed an ongoing right that may be asserted at any time and from time to
time." This
statement suggests you may become aware that an Offer condition has been
triggered or
otherwise has become incapable of being satisfied, yet the Offer may
proceed without
you making a disclosure. As stated elsewhere in the Offer to Purchase,
however, you
must amend the Offer to disclose material changes including the
"triggering" of a
material Offer condition. To the extent you become aware of any condition
being
"triggered" that would enable you to terminate the Offer or otherwise
cancel your
obligation to accept tenders, and you elect to proceed with the Offer
anyway, we view
that decision as being tantamount to a waiver of the condition. If a
material condition is
waived, a material change has occurred to the Offer. Please revise this
disclosure to
correct this inconsistency with respect to your stated understanding of
your planned
treatment of material changes.
9. We note the following statement: "Any determination by us concerning the
events
described above will be final and binding on all parties." Please revise
this statement to
include a qualifier indicating that Holders are not foreclosed from
challenging your
determination in a court of competent jurisdiction.
Miscellaneous, page 29
10. We note the following statement: "This Offer is not being made to, nor
will tenders be
accepted from or on behalf of, Holders in any jurisdiction in which the
making of this
Paul Cooper
GTJ REIT, Inc.
February 20, 2020
Page | 4
Offer or acceptance thereof would not be in compliance with the laws of
such
jurisdiction." While offer materials need not be disseminated into
jurisdictions where it
is impermissible to do so, please revise this statement to remove the
implication that
tendered Shares will not be accepted from all stockholders. Refer to
Rule 13e-4(f)(8)(i)
and Section II.G.1 of Securities Exchange Act Release No. 58597
(September 19, 2008).
Alternatively, please revise the statement to limit the restriction to
only U.S. states to
conform to the regulatory text in Rule 13e-4(f)(9)(ii).
* * *
We remind you that the registrant and its management are responsible
for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please direct any questions to Valian Afshar, Special Counsel, at (202)
551-8729, or me,
at (202) 551-3263.
Sincerely,
/s/ Christina Chalk
Christina Chalk
Senior Special
Counsel
Office of Mergers
and Acquisitions
cc: Tonya Mitchem Grindon, Esq. (via email)
Nathanael P. Kibler, Esq. (via email)
Baker Donelson Bearman Caldwell & Berkowitz, PC