LOUISVILLE, Ky., Feb. 25, 2014 (GLOBE NEWSWIRE) — (NYSE MKT:NLP) – NTS Realty Holdings Bound Affiliation (the “Company”, “we”, “us” or “our”) appear today that on February 25, 2014, the Aggregation and NTS Realty Capital, Inc., our managing accepted accomplice (“Realty Capital”), entered into an Agreement and Plan of Alliance (the “Merger Agreement”) with NTS Alliance Parent, LLC (“Parent”), an article controlled by our architect and Chairman, J.D. Nichols, and our President and Chief Executive Officer, Brian F. Lavin, and NTS Alliance Sub, LLC (“Merger Sub”, and calm with Mr. Nichols, Mr. Lavin, Parent and assertive of their corresponding affiliates, the “Purchasers”), a wholly-owned accessory of Parent. Upon cleanup of the affairs proposed in the Alliance Agreement, Alliance Sub will absorb with and into the Aggregation and the Aggregation will abide as the absolute article (the “Merger”).
The Alliance Agreement was entered into pursuant to that assertive Stipulation and Agreement of Compromise, Adjustment and Absolution (the “Settlement”) amid the Company, Realty Capital, anniversary of the associates of the lath of admiral of Realty Capital, Parent and the plaintiffs in the chic activity (the “Kentucky Action”) captioned, Stephen J. Dannis, et al. v. J.D. Nichols, et al., Case No. 13-CI-00452, awaiting in Jefferson County Circuit Court of the Commonwealth of Kentucky (the “Court”). On February 5, 2014, the Court active an adjustment acceding its basic approval of the Settlement.
If the Alliance Agreement is adopted by our bound ally and the Alliance is consummated, all of the bound affiliation units of the Aggregation (the “Units”), added than Units endemic by the Purchasers, will be annulled and adapted automatically into the appropriate to accept a banknote acquittal according to (i) $7.50 per Unit, additional (ii) a pro rata allotment of the adjustment acquittal of $7,401,487 (representing adjustment application of $1.75 per Unit) beneath plaintiffs’ fees, costs and an allurement accolade payable to plaintiffs’ counsel, if any, as awarded by the Court (the “Merger Consideration”).
Consummation of the Alliance is conditioned upon, amid added things, final approval by the Court of the Settlement. The Alliance will not close, and acquittal of the Alliance Application will not be due or attributable beneath the Adjustment or the Alliance Agreement until, amid added things, the Court has assuredly certified the associates of the chic action; the Court, afterwards captivation a hearing, has entered its adjustment and final acumen acknowledging the absolute agreement of the Adjustment and such acumen shall accept become final and non-appealable; the Court has accustomed assorted releases amid the plaintiffs, chic associates and defendants (the “Releases”); orders absolution the Kentucky Activity and the Delaware Activity with ageism accept become final and are no best accountable to appeal; and the alliance has become effective.
The Adjustment is conditioned aloft the accomplishment of assertive altitude including, amid others, the following:
The Aggregation expects to access approval of the Alliance by the holders of a majority of the Units of the Aggregation by accounting accord of the Purchasers in lieu of a appropriate meeting. Pursuant to the Settlement, the Purchasers, who as of December 31, 2013, endemic about 62% of the outstanding Units and about 59.3% of the absolute voting ability of Units, accept agreed to vote in favor of the Alliance Agreement. No added votes will be appropriate or all-important beneath applicative law, the Alliance Agreement or contrarily to accept the Alliance Agreement, and none are actuality solicited.
The Alliance Agreement may be concluded by either the Purchasers or us if the Alliance has not been consummated by September 30, 2014. However, it is awful absurd that the Alliance Agreement can or will be concluded due to the agreement of the Adjustment and the basic Court approval.
We apprehend that the Alliance and the affairs advised thereby and by the Adjustment will be completed in the aboriginal bisected of 2014. However, there can be no affirmation that the altitude to the Alliance or the Adjustment will be annoyed or that the Alliance or Adjustment will be consummated on the agreement declared herein or at all.
Upon cleanup of the Merger, our Units will be delisted from the NYSE MKT, the allotment of our Units beneath Section 12 of the Securities Exchange Act of 1934 will be terminated, and we will be a clandestine company.
About NTS Realty Holdings Bound Partnership
The Aggregation currently owns, wholly, as a addressee in accepted with detached co-owners, or through collective adventure investments with affiliated and detached third parties, twenty-four backdrop comprised of fifteen multifamily properties, seven appointment barrio and business centers and two retail properties. The backdrop are amid in and about Louisville and Lexington, Kentucky, Nashville and Memphis, Tennessee, Richmond, Virginia, Fort Lauderdale and Orlando, Florida, Indianapolis, Indiana and Atlanta, Georgia. The Company’s bound affiliation units are listed on the NYSE MKT belvedere beneath the trading attribute of “NLP.”
Forward Attractive Statements
This columnist absolution contains advanced attractive statements that can be articular by the use of words like “would,” “believe,” “expect,” “may,” “could,” “intend,” “project,” “estimate,” or “anticipate.” These advanced attractive statements, around or explicitly, accommodate assumptions basal the statements and added advice with account to the Company’s beliefs, plans, objectives, goals, expectations, estimates, intentions, banking condition, after-effects of operations, approaching achievement and business, including its apprehension of, and estimates with account to, revenues, expenses, earnings, acknowledgment of and on equity, acknowledgment on assets, asset affection and added banking abstracts and achievement ratios. Although the Aggregation believes that the expectations reflected in its advanced attractive statements are reasonable, these statements absorb risks and uncertainties which are accountable to change based on assorted important factors, some of which are above the Company’s control. Important factors that would account absolute after-effects to alter materially from expectations are appear beneath “Risk Factors” and abroad in the Company’s best contempo anniversary address on Anatomy 10-K, which was filed on March 22, 2013, and allotment account on Anatomy S-4, which became able on October 27, 2004.
If one or added of the factors affecting advanced attractive advice and statements proves incorrect, the Company’s absolute after-effects of operations, banking action or affairs could alter materially from those bidding in, or adumbrated by, the advanced attractive advice and statements independent in this document.
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