NTS REALTY HOLDINGS LP - FORM 8-K - December 11, 2013

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EX-99.1 - EXHIBIT 99.1 - NTS REALTY HOLDINGS LPex_99-1.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
 
FORM 8-K
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): December 10, 2013
 
NTS REALTY HOLDINGS LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
 
 
Delaware
(State or other
jurisdiction of
incorporation)
  
001-32389
(Commission file
number)
  
41-2111139
(IRS Employer
Identification No.)
  
             
 
600 North Hurstbourne Parkway
Suite 300
Louisville, Kentucky 40222
(Address of principal executive offices)
  
             
 
(502) 426-4800
(Registrant’s telephone number, including area code)
  
             
 
N/A
(Former name or former address, if changed since last report)
  
 
 
 
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:
 
£
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
£
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
   


 
 
 

 
Item 8.01.  Other Events.
 
On December 11, 2013, NTS Realty Holdings Limited Partnership (the “Company”, “we”, “us” or “our”) issued a press release to announce it has reached an agreement in principle with the plaintiffs to settle the putative class action lawsuit entitled Dannis, Stephen, et al. v. Nichols, J.D., et al., Case No. 13-CI-00452, pending against the Company, NTS Realty Capital, Inc., our managing general partner (“Realty Capital”), each of the members of the board of directors of Realty Capital, NTS Realty Partners, LLC, NTS Merger Parent, LLC (“Parent”) and NTS Merger Sub, LLC (“Merger Sub”) in Jefferson County Circuit Court of the Commonwealth of Kentucky.  The proposed settlement involves claims relating to the Company’s previously proposed merger with Merger Sub (the “Merger”) pursuant to that certain Agreement and Plan of Merger among Parent, Merger Sub, Realty Capital and the Company (the “Merger Agreement”) dated December 27, 2012.  The special committee of Realty Capital’s board of directors (the “Special Committee”) previously terminated the Merger Agreement on October 18, 2013.

The proposed litigation settlement was conditionally approved by the Special Committee and the board of directors of Realty Capital at separate meetings held on December 10, 2013.  Under the proposed litigation settlement, Merger Sub would merge with and into the Company pursuant to a merger agreement.  If the merger is consummated, the Company would continue as the surviving entity, and all of our limited partnership units (“Units”), other than Units owned by our founder and the Chairman of Realty Capital, J.D. Nichols, the President and Chief Executive Officer of Realty Capital, Brian F. Lavin, and certain of their affiliates (collectively, the “Purchasers”), would be canceled and converted automatically into the right to receive a cash payment equal to $9.25 per Unit  (less attorneys’ fees and expenses of plaintiffs’ counsel, in an amount awarded by the Court, if any).

The proposed litigation settlement is subject to certain conditions, including, among others,

·
negotiation and documentation of a definitive litigation settlement agreement, including, as exhibits thereto, merger and voting and support agreements;
·
receipt by Merger Sub of financing that is sufficient to pay the merger consideration and related expenses of the transaction;
·
distribution of a definitive proxy statement to our unitholders; and
·
approval by the Court.

The merger and related transactions are expected to be completed in the first half of 2014.  However, there can be no assurance that the proposed litigation settlement will be approved by the Court or that the merger will be consummated on the terms described herein or at all.  Upon consummation of the merger, our Units will be delisted from the NYSE MKT, the registration of our Units under Section 12 of the Securities Exchange Act of 1934 will be terminated, and we will be a private company.

A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

 
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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 most recent annual report on Form 10-K, which was filed on March 22, 2013, 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

We will file a proxy statement and other documents regarding the proposed merger with the Securities and Exchange Commission (the “SEC”).  The definitive proxy statement will be sent to our unitholders seeking their approval of the merger agreement 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, Realty Capital and Realty Capital’s directors, executive officers and other members of its management and employees (including Messrs. Nichols and 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 and Realty Capital is also included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the SEC on March 22, 2013, 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.

 
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Item 9.01.  Financial Statements and Exhibits.
 
(a)
Financial Statements of Businesses Acquired: N/A
(b)
Pro Forma Financial Information: N/A
(c)
Shell Company Transactions: N/A
(d)
Exhibits:
  
 
99.1
Press release of NTS Realty Holdings Limited Partnership, dated December 11, 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.


 
NTS REALTY HOLDINGS LIMITED PARTNERSHIP
     
 
By:
NTS Realty Capital, Inc.
 
Its:
Managing General Partner
     
 
By:
  /s/ Gregory A. Wells
 
Name:
Gregory A. Wells
 
Title:
Executive Vice President and CFO
 
Date:
December 11, 2013


 
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EXHIBIT INDEX

(a)
Financial Statements of Businesses Acquired: N/A
(b)
Pro Forma Financial Information: N/A
(c)
Shell Company Transactions: N/A
(d)
Exhibits:
  
 
99.1
Press release of NTS Realty Holdings Limited Partnership, dated December 11, 2013
 
 
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NTS REALTY HOLDINGS LP Reports