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NTS REALTY HOLDINGS LP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits

June 11, 2014



Item 1.01. Entry into a Material Definitive Agreement.

On June 6, 2014, NLP, through its wholly-owned subsidiaries - NLP Willows, LLC, NLP Castle Creek, LLC, NLP Swift Creek, LLC, NLP Richland, LLC, and NLP Whitworth, LLC - entered into five supplemental mortgage loans (the "Supplemental Loans") with Holliday Fenoglio Fowler, L.P. ("HFF") under the Federal Home Loan Mortgage Company ("Freddie Mac") CME Program having an aggregate principal amount of $31,000,000. The Supplemental Loans contain customary representations and warranties and covenants and are secured by a mortgage on the following NLP properties: The Willows of Plainview Apartments located in Louisville, KY, Castle Creek Apartments located in Indianapolis, IN, Swift Creek Apartments located in Richmond, VA, and The Grove at Richland Apartments and The Grove at Whitworth Apartments located in Nashville, Tennessee. The Supplemental Loans are junior in priority to the existing senior mortgage loans outstanding on each of the properties. Each Supplemental Loan is (i) cross-collateralized and cross-defaulted with the other Supplemental Loans, and (ii) cross-defaulted with the existing senior mortgage loans and the existing mortgage loans of three additional wholly-owned subsidiaries of NLP, namely, NLP Lake Clearwater, LLC, NLP Park Place, LLC and NLP Willow Lake, LLC. The Supplemental Loans carry a 4.69% fixed rate of interest, have a 30-year amortization and mature on January 1, 2020, the maturity date of the existing senior mortgage loans. Additionally, in connection with each Supplemental Loan, Mr. J.D. Nichols issued personal guarantees pursuant to which Mr. Nichols guarantees losses (if any) incurred by the lender(s) as a result of the respective borrower's failure to perform certain covenants contained in the loan agreements. Under such guarantees, in the event of an occurrence of certain covenant breaches, Mr. Nichols could be liable for the full value of the respective loan.

NLP used proceeds of the Supplemental Loans to fund a portion of the merger consideration payable to NLP unitholders under the terms of the Merger Agreement as well as paying costs and expenses relating to the merger and owed under the Settlement Agreement and obtaining the Supplemental Loans. Additionally, as previously reported by NLP on its Current Report on form 8-K filed with the SEC on June 5, 2014, on May 30, 2014, NLP increased the availability on its line of credit with PNC Bank, National Association from $10 million to $16 million, subject to certain terms and conditions. NLP used some of the availability under the line of credit to fund a portion of the merger consideration payable to NLP unitholders under the terms of the Merger Agreement as well as paying costs and expenses relating to the merger and owed under the Settlement Agreement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet arrangement of a Registrant.

The information provided under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference under this Item 2.03.

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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Promptly after the Effective Time, NLP notified the NYSE MKT of the closing of the merger and requested that the NYSE MKT effect a halt of trading of NLP's Units as of the close of trading on June 10, 2014 and a trading suspension of NLP's Units effective prior to the opening of the market on June 11, 2014. NLP also requested that the NYSE MKT file a Form 25 with the SEC to delist NLP's Units from the NYSE MKT and to deregister NLP's Units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Upon the effectiveness of the Form 25, NLP will file a Certification and Notice of Termination on Form 15 with the SEC to withdraw NLP's Units from registration under Section 15(d) of the Exchange Act and to suspend NLP's reporting obligations under Sections 13 and 15(d) of the Exchange Act in reliance on Rule 12h-3(b)(1)(i). NLP intends to file the Form 15 on or about June 23, 2014.

Item 3.03. Material Modification to Rights of Security Holders.

On June 10, 2014, at the Effective Time, pursuant to the terms of the Merger Agreement, each NLP Unit (other than those Units owned by the Excluded Unitholders) was converted into the right to receive $8.68 in cash.

Item 5.02. Departure of Directors or Certain Officers; Election of Director; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2014, at the Effective Time, each of Mark D. Anderson, John P. Daly and John S. Lenihan, resigned from their positions as members of the Board of Directors of NTS Realty Capital, the managing general partner of NLP. J.D. Nichols, our founder and Chairman, and Brian Lavin, our President and CEO, continue to serve as members of the Board of Directors of NTS Realty Capital.

Item 8.01. Other Events.

NLP issued a press release on June 10, 2014 announcing the consummation of the merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired: N/A (b) Pro Forma Financial Information: N/A (c) Shell Company Transactions: N/A (d) Exhibits: 99.1 Press release of NTS Realty Holdings Limited Partnership, dated June 10, 2014. 4


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Source: Edgar Glimpses


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