This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
TheStreet Open House

NTS Realty Holdings Limited Partnership Announces Execution Of "Going Private" Merger Agreement

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.

1 of 4

Select the service that is right for you!

COMPARE ALL SERVICES
Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!
DOW 17,265.99 +109.14 0.64%
S&P 500 2,011.36 +9.79 0.49%
NASDAQ 4,593.4250 +31.2360 0.68%

Brokerage Partners

Rates from Bankrate.com

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs