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).
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.
Forward Looking StatementsThis press release 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 press release.
CONTACT: Gregory A. Wells, Executive Vice President and CFO (502) 426-4800