|By Marketwired .||
|December 27, 2012 05:53 PM EST||
LOUISVILLE, KY -- (Marketwire) -- 12/27/12 -- (NYSE MKT: NLP) -- NTS Realty Holdings Limited Partnership ("NTS" or the "Company") announced today that it has entered into a definitive merger agreement with entities created and controlled by J.D. Nichols, the founder and Chairman of NTS, and Brian F. Lavin, the President and CEO of NTS. Upon consummation of the merger, all of the outstanding partnership units of NTS not owned by Messrs. Nichols and Lavin and their affiliates would convert into $7.50 per unit in cash.
The transaction results from extensive negotiations between Messrs. Nichols and Lavin and a Special Committee of independent directors of NTS Realty Capital, Inc., the managing general partner of NTS, formed September 12, 2012 in response to a "going private" proposal made on August 31, 2012 by Messrs. Nichols and Lavin to acquire all publicly held units of NTS for $5.25 per unit. The final price of $7.50 per unit represents a 43% premium above their original $5.25 proposal and a 144% premium above the closing price of $3.07 for NTS units on the last trading day prior to the publication of Messrs. Nichols and Lavin's August 31 proposal.
The merger is conditioned on a "majority of the minority" voting provision, which requires approval by holders of a majority of NTS outstanding units not held by the purchasers. The transaction is also subject to other customary closing conditions, including the receipt of financing by the purchasers that is sufficient to pay the merger consideration and related expenses of the transaction. The purchasers have obtained a debt commitment letter from an unaffiliated financing source on commercially standard terms. The merger and related transactions are expected to be completed in the first half of 2013. However, there can be no assurance that the merger agreement will be approved by the unitholders, that the purchasers will receive sufficient financing or that the merger will be consummated on the terms described herein or at all.
The Board of Directors of the general partner of NTS, acting upon the unanimous recommendation of the Special Committee, unanimously approved the merger agreement and has recommended that unitholders of NTS vote to approve the merger. After careful consideration and a thorough review with its independent advisors, the Special Committee determined that the transaction is in the best interests of the unitholders of NTS (other than the purchasers). The Special Committee's independent financial advisor has delivered a written opinion to the effect that as of December 27, the merger consideration is fair from a financial point of view to the unitholders of NTS (other than the purchasers). This determination by the Special Committee's financial advisor was based on, and is subject to, assumptions and limitations set forth in the written opinion.
Messrs. Nichols and Lavin received legal advice from Fore, Miller & Schwartz.
The Special Committee received financial advice from Centerboard Securities, LLC and legal advice from Stites & Harbison PLLC.
NTS received legal advice from Shefsky & Froelich Ltd.
Interested parties are urged to read relevant documents, when and if filed by the Company with the Securities and Exchange Commission because they will contain important information. NTS will file a proxy statement and other documents regarding the proposed merger with the SEC, and the definitive proxy statement will be sent to unitholders seeking their approval of the matters discussed above at a special meeting of unitholders. Unitholders are urged to read the proxy statement and any other relevant document when they become available because they will contain important information about NTS, the proposed merger and related matters. Interested parties may obtain a free copy of the definitive proxy statement (when available) and other documents filed by us with the SEC at the SEC's web site at www.sec.gov.
The Company, its managing general partner and its managing general partner's directors, executive officers and other members of its management and employees (including Messrs. Nichols and Lavin) may be deemed participants in the solicitation of proxies from the unitholders of the Company in connection with the proposed transactions. Information regarding the special interests of persons who may be deemed to be such participants in the proposed transactions will be included in the proxy statement described above. Additional information regarding the directors and executive officers of the Company and its managing general partner is also included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the SEC on March 23, 2012, and subsequent statements of changes in beneficial ownership on file with the SEC. These documents are available free of charge at the SEC's web site at www.sec.gov.
About NTS Realty Holdings Limited Partnership
The Company currently owns, wholly, as a tenant in common with unaffiliated co-owners, or through joint venture investments with affiliated and unaffiliated third parties, twenty-four properties comprised of fifteen multifamily properties, seven office buildings and business centers and two retail properties. The properties are located in and around Louisville and Lexington, Kentucky, Nashville and Cordova, Tennessee, Richmond, Virginia, Fort Lauderdale and Orlando, Florida, Indianapolis, Indiana and Atlanta, Georgia. The Company's limited partnership units are listed on the NYSE MKT platform under the trading symbol of "NLP."
Forward Looking Statements
This 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 23, 2012, 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.
Gregory A. Wells
Executive Vice President and CFO
600 North Hurstbourne Parkway
Louisville, Kentucky 40222
SYS-CON Events announced today that FierceDevOps will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. FierceDevOps keeps software developers and IT operations personnel updated on the latest news and trends around the rapidly evolving role of the traditional IT worker.
Mar. 27, 2015 02:45 AM EDT Reads: 1,233
WHOA.com has announced the newest addition to its data center footprint with the expansion into Equinix's newest state-of-the-art facility: DC-11 Washington, DC IBX+. Located in Ashburn, VA, this data center expands Whoa.com's presence to meet rapidly expanding customer demand for secure cloud solutions. Equinix, Inc. operates International Business Exchange™ (IBX®) data centers in 32 markets across 15 countries in the Americas, EMEA, and Asia-Pacific. Equinix is committed to operating faciliti...
Mar. 27, 2015 02:00 AM EDT Reads: 889
The Open Compute Project is a collective effort by Facebook and a number of players in the datacenter industry to bring lessons learned from the social media giant's giant IT deployment to the rest of the world. Datacenters account for 3% of global electricity consumption – about the same as all of Switzerland or the Czech Republic -- according to people I met at the recent Open Compute Summit in San Jose. With increasing mobility at the edge of the cloud and vast new dataflows being pre...
Mar. 27, 2015 01:00 AM EDT Reads: 1,693
GENBAND has announced that SageNet is leveraging the Nuvia platform to deliver Unified Communications as a Service (UCaaS) to its large base of retail and enterprise customers. Nuvia’s cloud-based solution provides SageNet’s customers with a full suite of business communications and collaboration tools. Two large national SageNet retail customers have recently signed up to deploy the Nuvia platform and the company will continue to sell the service to new and existing customers. Nuvia’s capabili...
Mar. 27, 2015 01:00 AM EDT Reads: 1,300
Wearable technology was dominant at this year’s International Consumer Electronics Show (CES) , and MWC was no exception to this trend. New versions of favorites, such as the Samsung Gear (three new products were released: the Gear 2, the Gear 2 Neo and the Gear Fit), shared the limelight with new wearables like Pebble Time Steel (the new premium version of the company’s previously released smartwatch) and the LG Watch Urbane. The most dramatic difference at MWC was an emphasis on presenting we...
Mar. 26, 2015 11:45 PM EDT Reads: 967
"We help companies that are using a lot of Software as a Service. We help companies manage and gain visibility into what people are using inside the company and decide to secure them or use standards to lock down or to embrace the adoption of SaaS inside the company," explained Scott Kriz, Co-founder and CEO of Bitium, in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Mar. 26, 2015 11:00 PM EDT Reads: 4,465
DevOps means different things to different people. Qubell defines DevOps as the ability for the developer teams to do what they need to do to have this level of self-service. At DevOps Summit, Stan Klimoff, CTO of Qubell, demos the enterprise DevOps platform.
Mar. 26, 2015 11:00 PM EDT Reads: 2,806
The WebRTC Summit 2014 New York, to be held June 9-11, 2015, at the Javits Center in New York, NY, announces that its Call for Papers is open. Topics include all aspects of improving IT delivery by eliminating waste through automated business models leveraging cloud technologies. WebRTC Summit is co-located with 16th International Cloud Expo, @ThingsExpo, Big Data Expo, and DevOps Summit.
Mar. 26, 2015 10:45 PM EDT Reads: 1,197
Even though it’s now Microservices Journal, long-time fans of SOA World Magazine can take comfort in the fact that the URL – soa.sys-con.com – remains unchanged. And that’s no mistake, as microservices are really nothing more than a new and improved take on the Service-Oriented Architecture (SOA) best practices we struggled to hammer out over the last decade. Skeptics, however, might say that this change is nothing more than an exercise in buzzword-hopping. SOA is passé, and now that people are ...
Mar. 26, 2015 10:15 PM EDT Reads: 890
Cloud computing started a technology revolution; now DevOps is driving that revolution forward. By enabling new approaches to service delivery, cloud and DevOps together are delivering even greater speed, agility, and efficiency. No wonder leading innovators are adopting DevOps and cloud together! In his session at DevOps Summit, Andi Mann, Vice President of Strategic Solutions at CA Technologies, explored the synergies in these two approaches, with practical tips, techniques, research data, wa...
Mar. 26, 2015 09:00 PM EDT Reads: 4,834
SYS-CON Events announced today that Cisco, the worldwide leader in IT that transforms how people connect, communicate and collaborate, has been named “Gold Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Cisco makes amazing things happen by connecting the unconnected. Cisco has shaped the future of the Internet by becoming the worldwide leader in transforming how people connect, communicate and collaborat...
Mar. 26, 2015 07:00 PM EDT Reads: 5,014
WSM International is launching a DevOps services division that offers assessment, consulting and implementation to large enterprises and organizations with complex infrastructures. This is the first independent services company to create a dedicated practice to help organizations looking to transition to the DevOps model. The concept of DevOps is to blend information technology (IT) software development with operations to optimize the computing infrastructure according to the specific needs of ...
Mar. 26, 2015 07:00 PM EDT Reads: 1,343
The term culture has had a polarizing effect among DevOps supporters. Some propose that culture change is critical for success with DevOps, but are remiss to define culture. Some talk about a DevOps culture but then reference activities that could lead to culture change and there are those that talk about culture change as a set of behaviors that need to be adopted by those in IT. There is no question that businesses successful in adopting a DevOps mindset have seen departmental culture change, ...
Mar. 26, 2015 07:00 PM EDT Reads: 3,887
15th Cloud Expo, which took place Nov. 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA, expanded the conference content of @ThingsExpo, Big Data Expo, and DevOps Summit to include two developer events. IBM held a Bluemix Developer Playground on November 5 and ElasticBox held a Hackathon on November 6. Both events took place on the expo floor. The Bluemix Developer Playground, for developers of all levels, highlighted the ease of use of Bluemix, its services and functionalit...
Mar. 26, 2015 06:30 PM EDT Reads: 4,593
SYS-CON Events announced today that robomq.io will exhibit at SYS-CON's @ThingsExpo, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. robomq.io is an interoperable and composable platform that connects any device to any application. It helps systems integrators and the solution providers build new and innovative products and service for industries requiring monitoring or intelligence from devices and sensors.
Mar. 26, 2015 06:00 PM EDT Reads: 1,223