Attached files
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| EX-99.1 - EXHIBIT 99.1 - NTS REALTY HOLDINGS LP | ex_99-1.htm |
| EX-99.2 - EXHIBIT 99.2 - NTS REALTY HOLDINGS LP | ex_99-2.htm |
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 15, 2013
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NTS REALTY HOLDINGS LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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001-32389
(Commission
file number)
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41-2111139
(IRS Employer
Identification No.)
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600 North Hurstbourne Parkway
Suite 300
Louisville, Kentucky 40222
(Address of principal executive offices)
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(502) 426-4800
(Registrant’s telephone number, including area code)
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N/A
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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£
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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£
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events.
As previously announced, NTS Realty Holdings Limited Partnership (the “Company”, “we”, “us” or “our”) and NTS Realty Capital, Inc., our managing general partner, entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 27, 2012, with NTS Merger Parent, LLC (“Parent”), an entity controlled by our founder and Chairman, J.D. Nichols, and our President and Chief Executive Officer, Brian F. Lavin, and NTS Merger Sub, LLC (“Merger Sub”, and together with Mr. Nichols, Mr. Lavin, Parent and certain of their respective affiliates, the “Purchasers”), a wholly-owned subsidiary of Parent. Upon consummation of the transactions proposed in the Merger Agreement, Merger Sub would merge with and into the Company and the Company would continue as the surviving entity (the “Merger”).
As disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 28, 2012, consummation of the Merger is subject to certain conditions, including, among others, receipt by the Purchasers of financing pursuant to a debt commitment letter (the “Commitment Letter”), that is sufficient to pay the Merger Consideration and related expenses of the transaction. A copy of the Commitment Letter is available as an exhibit to the Merger Agreement filed as Exhibit 2.1 to the Form 8-K filed with the SEC on December 28, 2012.
Pursuant to the Commitment Letter, either party to the Commitment Letter has the right to terminate the Commitment Letter if definitive credit documentation governing the financing contemplated by the Commitment Letter has not been executed by March 15, 2013 (the “Documentation Date”). On March 15, 2013, the Company issued a press release to announce that it has been informed that the Commitment Letter was amended on March 15, 2013 to extend the Documentation Date to April 30, 2013. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference. A copy of the amendment to the Commitment Letter is attached to this report as Exhibit 99.2 and is incorporated herein by reference.
Forward Looking Statements
This document contains forward looking statements that can be identified by the use of words like “would,” “believe,” “expect,” “may,” “could,” “intend,” “project,” “estimate,” or “anticipate.” These forward looking statements, implicitly or explicitly, include assumptions underlying the statements and other information with respect to the Company's beliefs, plans, objectives, goals, expectations, estimates, intentions, financial condition, results of operations, future performance and business, including its expectation of, and estimates with respect to, revenues, expenses, earnings, return of and on equity, return on assets, asset quality and other financial data and performance ratios. Although the Company believes that the expectations reflected in its forward looking statements are reasonable, these statements involve risks and uncertainties which are subject to change based on various important factors, some of which are beyond the Company’s control. Important factors that would cause actual results to differ materially from expectations are disclosed under “Risk Factors” and elsewhere in the Company’s
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most recent annual report on Form 10-K, which was filed on March 23, 2012, and registration statement on Form S-4, which became effective on October 27, 2004.
If one or more of the factors affecting forward looking information and statements proves incorrect, the Company's actual results of operations, financial condition or prospects could differ materially from those expressed in, or implied by, the forward looking information and statements contained in this document.
Important Additional Information
The Company has filed a preliminary proxy statement and will file other documents regarding the proposed merger of the Company and NTS Merger Sub, LLC with the Securities and Exchange Commission (the “SEC”). The definitive proxy statement will be sent to our Unitholders seeking their approval of the matters discussed above at a special meeting of Unitholders. Unitholders are urged to read the proxy statement and any other relevant document when they become available because they will contain important information about us, the proposed merger and related matters. Unitholders may obtain a free copy of the definitive proxy statement (when available) and other documents filed by us with the SEC at the SEC’s web site at www.sec.gov. Unitholders may also obtain the definitive proxy statement (when available) and other related SEC documents free of charge by directing a request to Gregory A. Wells, NTS Realty Holdings Limited Partnership, 600 North Hurstbourne Parkway, Suite 300, Louisville, Kentucky 40222, telephone: (502) 426-4800.
The Company, its managing general partner and its managing general partner’s directors, executive officers and other members of its management and employees (including J.D. Nichols and Brian F. Lavin) may be deemed participants in the solicitation of proxies from the Unitholders of the Company in connection with the proposed transactions. Information regarding the special interests of persons who may be deemed to be such participants in the proposed transactions will be included in the proxy statement described above. Additional information regarding the directors and executive officers of the Company’s managing general partner is also included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the SEC on March 23, 2012, and subsequent statements of changes in beneficial ownership on file with the SEC. These documents are available free of charge at the SEC’s web site at www.sec.gov.
Item 9.01. Financial Statements and Exhibits.
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(a)
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Financial Statements of Businesses Acquired: N/A
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(b)
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Pro Forma Financial Information: N/A
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(c)
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Shell Company Transactions: N/A
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(d)
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Exhibits:
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99.1
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Press release of NTS Realty Holdings Limited Partnership, dated March 15, 2013
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99.2
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Amendment to Commitment Letter, dated March 15, 2013
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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NTS REALTY HOLDINGS LIMITED PARTNERSHIP
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By:
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NTS Realty Capital, Inc.
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Its:
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Managing General Partner
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By:
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/s/ Gregory A. Wells | |
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Name:
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Gregory A. Wells
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Title:
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Executive Vice President and Chief Financial Officer
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Date:
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March 15, 2013
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EXHIBIT INDEX
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(a)
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Financial Statements of Businesses Acquired: N/A
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(b)
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Pro Forma Financial Information: N/A
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(c)
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Shell Company Transactions: N/A
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(d)
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Exhibits:
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99.1
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Press release of NTS Realty Holdings Limited Partnership, dated March 15, 2013
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99.2
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Amendment to Commitment Letter, dated March 15, 2013
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