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LOUISVILLE, Ky., Feb. 25, 2014 (GLOBE NEWSWIRE) -- (NYSE MKT:NLP)
– NTS Realty Holdings Limited Partnership (the "Company", "we", "us" or "our") announced today that on February 25, 2014, the Company and NTS Realty Capital, Inc., our managing general partner ("Realty Capital"), entered into an Agreement and Plan of Merger (the "Merger Agreement") 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 will merge with and into the Company and the Company will continue as the surviving entity (the "Merger").
The Merger Agreement was entered into pursuant to that certain Stipulation and Agreement of Compromise, Settlement and Release (the "Settlement") between the Company, Realty Capital, each of the members of the board of directors of Realty Capital, Parent and the plaintiffs in the class action (the "Kentucky Action") captioned,
Stephen J. Dannis, et al. v. J.D. Nichols, et al., Case No. 13-CI-00452, pending in Jefferson County Circuit Court of the Commonwealth of Kentucky (the "Court"). On February 5, 2014, the Court signed an order granting its preliminary approval of the Settlement.
If the Merger Agreement is adopted by our limited partners and the Merger is consummated, all of the limited partnership units of the Company (the "Units"), other than Units owned by the Purchasers, will be cancelled and converted automatically into the right to receive a cash payment equal to (i) $7.50 per Unit,
plus (ii) a pro rata share of the settlement payment of $7,401,487 (representing settlement consideration of $1.75 per Unit)
less plaintiffs' fees, expenses and an incentive award payable to plaintiffs' counsel, if any, as awarded by the Court (the "Merger Consideration").
Consummation of the Merger is conditioned upon, among other things, final approval by the Court of the Settlement. The Merger will not close, and payment of the Merger Consideration will not be due or owing under the Settlement or the Merger Agreement until, among other things, the Court has finally certified the members of the class action; the Court, after holding a hearing, has entered its order and final judgment approving the material terms of the Settlement and such judgment shall have become final and non-appealable; the Court has approved various releases among the plaintiffs, class members and defendants (the "Releases"); orders dismissing the Kentucky Action and the Delaware Action with prejudice have become final and are no longer subject to appeal; and the merger has become effective.