LOUISVILLE, Ky., Dec. 11, 2013 (GLOBE NEWSWIRE) -- (NYSE MKT:NLP) – NTS Realty Holdings Limited Partnership (the "Company", "we", "us" or "our") announced today that 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).