SecProbe.io

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 prov iding 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 amend ment 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 O ffer, 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 pur chase  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 f ollowing 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 withdra wal rights set forth on page 17 of the Offer to Purchase.

  Conditions of this Offer; Extension of the Tender Offer; Termination; Amendmen t, 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 ov er-
the-counter market .  Please also make any co nforming 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 hostili ties 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 on e 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 i t
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 co nforming changes to the description of the
same condition  on page 11  of the Offer to Purchase .

6. We not e the reference to “the Mac Kenzie 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 Mac Kenzie 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 as serted 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 dete rminable  offer conditions described  in the offer materials .  Please also
make any co nforming 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
otherw ise 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 O ffer 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 foreclose d 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 stock holders.  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 restr iction 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